Terms and conditions

  1. Taxes, Shipping. The Purchase Price specified on the first page of this Agreement does not include  any (a) taxes payable on such price, or on the transfer, sale or use of the Product, or (b) shipping or  other transportation charges, all shipments being made F.O.B. Seller’s facility. The Buyer shall pay  all insurance, taxes, shipping charges, storage charges, and other costs or expenses relating to its  receipt, transfer, sale and use of the Product. In the event Buyer’s account becomes past due, or is  otherwise deemed insecure, Seller may, in its sole discretion, suspend, interrupt or disconnect  activities under this Agreement. In the event of such suspension, interruption or disconnection, Buyer  may be required to post a deposit or such other security, as Seller deems necessary in order to resume  activities under this Agreement. In the event that a billing dispute should arise, Buyer must notify  Seller in writing no later than 10 days after receipt of invoice. Buyer will be required to state in detail  the nature of the claim, the amount in question and provide supporting documentation. Upon receipt  of claim, Seller will investigate the claim and respond in writing no later than 45 days after receipt of  the claim.  
  2. Shipment Risk of Loss. Seller will ship the Products F.O.B. Haifa , Israel (“Seller’s Facility”). Risk  of loss, damage or destruction of or to any Product(s) passes to Buyer upon delivery of the Product to  Seller’s Facility
  3. Confidentiality. Except as otherwise permitted in this Agreement, as required to enforce the terms of  this Agreement, or otherwise authorized by Seller, Buyer agrees to treat any Product Technology as  confidential, and to use it only as required in the use of the Product by Buyer, and not to disclose it to  any third party. If Buyer is required to produce any such information by order of any government  agency or regulatory body, subpoena or by law, its release of the required information will not  constitute a violation of this provision, provided it provides the Seller with prompt notice of the  requirement and cooperates, at no cost to it, in efforts to protect the information. Notwithstanding the  foregoing, the confidentiality obligations set forth in this section shall not apply to any information  which (i) is publicly available without breach of this Agreement, (ii) is independently developed by  the Buyer outside the scope of this Agreement and without reference to or use of the Product Technology, or (iii) is rightfully obtained by the recipient party from third parties which are not  obligated to protect its confidentiality 
  4. Exportation and Other Regulations. Buyer will at all times comply with any and all applicable  export rules, regulations and laws governing the importation or export of the Product. 
  5. Warranties. SELLER WARRANTS TO THE BUYER THAT FOR A PERIOD OF ONE YEAR FROM SELLER’S SHIPMENT, THE PRODUCT WILL CONFORM WITH THE PRODUCT’S  PUBLISHED SPECIFICATIONS FURNISHED WITH THE PRODUCTS. THIS WARRANTY IS  IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT  LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A  PARTICULAR PURPOSE. THIS WARRANTY SHALL BE VOID IF THE PRODUCT HAS BEEN  TAMPERED WITH, MODIFIED, ABUSED, NEGLECTED, OR IMPROPERLY USED, OR  DAMAGED FOR REASONS BEYOND SELLER’S CONTROL, SUCH AS ELECTRICAL  POWER FLUCTUATIONS OR FAILURES, AND NATURAL DISASTERS. SELLER IS NOT  RESPONSIBLE FOR USE OF THE PRODUCT IN COMBINATION WITH OTHER GOODS NOT  PROVIDED OR AUTHORIZED BY SELLER. 
  6. Default, Remedies. Buyer shall be in default under this Agreement upon the failure of Buyer to  observe or perform any of Buyer’s agreements herein contained. In the event of default by the Buyer,  Seller shall be entitled to collect from Buyer all costs, fees and expenses incurred to enforce its rights  hereunder, including, without limitation, court costs, costs of arbitration, legal fees, and fees paid to  other professionals or agencies. THE SELLER’S OBLIGATIONS, AND BUYER’S EXCLUSIVE  REMEDY UNDER THIS AGREEMENT SHALL BE THE REPAIR OR REPLACEMENT OF A  PRODUCT WHICH DOES NOT MEET THE WARRANTIES. SELLER WILL MAKE SUCH  REPAIR OR REPLACEMENT AS ARE NECESSARY TO BRING THE AFFECTED PRODUCT IN CONFORMANCE WITH THE SELLER’S PUBLISHED SPECIFICATIONS FURNISHED  WITH THE PRODUCTS, PROVIDED BUYER PROMPTLY NOTIFIES SELLER OF THE  FAILURE IN WRITING WITHIN THE WARRANTY PERIOD, AND THE DEFECTIVE  PRODUCT IS RETURNED TO SELLER WITH TRANSPORTATION CHARGES PREPAID BY  BUYER, AND SELLER’S EXAMINATION OF SUCH PRODUCTS SHALL DISCLOSE TO ITS  SATISFACTION THAT SAID DEFECTS EXISTS, AND SELLER MUST BE ABLE TO  REPRODUCE SUCH DEFECT IN THE PRODUCT.
  1. DISCLAIMERS. EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY STATED  HEREIN, SELLER MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE  WHATSOEVER, EXPRESSED OR IMPLIED, ORAL OR IN WRITING. ANY LOSS,  DAMAGE OR EXPENSE DIRECTLY OR INDIRECTLY ARISING FROM BUYER’S, ITS  AGENTS’ OR ANY CUSTOMER’S INSPECTION, DELIVERY, PICK-UP, PURCHASE  SHALL BE THE SOLE RESPONSIBILITY OF BUYER. 
  2. Limitation of Liabilities. In no event shall Seller be liable for loss of profit, indirect, special,  incidental, or consequential damages arising out of any breach of this Agreement or obligations under  this Agreement. Seller shall not be liable for any damages caused by delay in delivery, installation, or  furnishing of the Product. Seller’s liability under this Agreement shall in no event exceed the per unit  Purchase Price under this Agreement for the Product that is the subject of any claim. 
  3. Force Majeure. Seller shall not be liable for any delay or interruptions in performance under this  Agreement, which is caused by any condition that is beyond the control of the Seller, including,  without limitation, strikes, riots, acts of terrorism, acts of God, and unavailability of materials and  goods used in the Products. 
  4. Assignment. Buyer may assign this Agreement only with the written consent of the Seller, and any  assignment without such consent shall be void. Subject to the foregoing, this Agreement shall be  binding an inure to the benefit of permitted successors and assigns. 
  5. Retention of Title. The Products shall remain the property of the Seller until Buyer’s complete  payment of the Purchase Price, or as otherwise agreed. Notwithstanding the foregoing, Buyer does  not acquire any property or proprietary rights in software, technical data, know-how, processes,  algorithms, code, users manuals, documentation, or applications incorporated, embedded, included or  otherwise provided in or with the Product (referred to herein as “Product Technology”), other than the  right to use the Product Technology with the hardware. The Seller remains the exclusive owner of any  intellectual or industrial property rights relating to the Product Technology and any and all trademarks  represented by Seller’s company name, logos, and product names. The Product Technology is  protected by patent copyright and trade secret laws. Buyer shall not copy or duplicate, remanufacture,  translate, reverse engineer, decompile, or disassemble, nor shall Buyer permit any other person,  including customers, end users, to copy or duplicate, remanufacture, translate, reverse engineer,  decompile, or disassemble, all or any part of the Product or other Product Technology, in any manner .Buyer acknowledges and agrees that Seller will suffer irreparable harm which is not easily measured  in monetary terms if Buyer violates the terms of this Agreement, and Buyer agrees that, in addition to  all remedies (monetary and non-monetary) available to Seller, Seller shall be entitled to seek and  receive temporary and permanent injunctive or similar equitable relief to immediately cause Buyer or  any customer of Buyer to cease the conduct that violates this Agreement. Buyer agrees that it will not  object to the granting of such relief, will not attempt to assert an affirmative or other defense, and will  fully cooperate with Seller. The parties agree any such relief shall be granted without the posting of a  bond or other monetary requirement by Seller.
  6. General. (a) If any provision of this Agreement shall be held to be invalid, illegal or unenforceable,  the validity, legality and enforceability of the remaining provisions shall in no way be affected or  impaired thereby. (b) The failure of either party to exercise in any respect any right provided for  herein shall not be deemed a waiver of any right hereunder. (c) This Agreement and these Terms and  Conditions constitute the final written expression of the terms of agreement between the parties hereto, and supersede and replace all prior or collateral agreements, discussions, and/or  understandings, whether written or oral, between the parties hereto. (d) This Agreement may only be  amended in writing signed by all parties hereto and any condition to a party’s obligations hereunder  may only be waived in writing by such party. (e) Buyer hereby consents to the exclusive jurisdiction  of, and venue, in the state in which Seller is located as set forth in the first page of this Agreement. If  requested by Seller, Buyer also agrees to binding arbitration in such jurisdiction to settle any disputes,  such arbitration to be governed by the rules then in effect for the Israeli Institute of Commercial  Arbitration. (f) This Agreement may be executed in counterparts, all of which together shall constitute  the same instrument. (g) This Agreement and the performance hereunder shall be governed by the law  of the State of Israel, (h) Any reference made to trade terms (such as F.O.B. or “Free on Board”) is  deemed to be made to the relevant term of Incoterms published by the International Chamber of  Commerce. Any reference made to a publication of the International Chamber of Commerce is  deemed to be made to the version current at the date of conclusion of the Agreement. (i) The  invalidity or unenforceability of any term of this Agreement shall not affect the validity and  enforceability of the remainder of this Agreement, or any of its other terms, and such other terms shall  be construed as though such invalid or unenforceable term was not included herein.