TERMS AND CONDITIONS OF SALES
TERMS AND CONDITIONS OF SALE
Acceptance of the offer appearing on the order form on the opposite side of this document, attached hereto as one or more separate pages, or transmitted electronically with reference made to these Terms and Conditions of Sale (the “Order”) is conditioned upon the assent by the ordering party (the “Buyer”) to all of the terms herein. Any provisions contained in any document issued by Buyer are expressly rejected and if these Terms and Conditions of Sale differ from the terms of Buyer’s offer, this document shall be construed as a counteroffer and shall not be effective as an acceptance of Buyer’s document. Buyer’s receipt of the ordered products (the “Products”) from a company belonging to the Ham-Let Group (the “Seller”) or its agents will constitute Buyer’s acceptance of these Terms and Conditions of Sale. The Order and these Terms and Conditions of Sale are together the complete and exclusive statement of the contract between Seller and Buyer with respect to Buyer's purchase of the Products unless otherwise agreed in writing. No waiver, consent, modification, amendment, or change of the terms contained herein shall be binding unless in writing and signed by Seller and Buyer. Seller's failure to object to terms contained in any subsequent communication from Buyer will not be a waiver or modification of the terms set forth herein.
All prices published by Seller or quoted by Seller’s representative may be changed at any time without notice. All prices quoted by Seller or Seller’s representatives are valid for thirty (30) days, unless otherwise stated in writing. All prices for the Products will be as specified by Seller or, if no price has been specified or quoted, will be Seller’s price in effect at the time of shipment. All prices are subject to adjustment on account of specifications, quantities, shipment arrangements or other terms or conditions which are not part of Seller’s original price quotation.
3. TAXES AND OTHER CHARGES
Prices for the Products exclude all sales, value added, and other taxes and duties imposed with respect to the sale, delivery, or use of any Products covered hereby, all of which taxes and duties must be paid by Buyer. If Buyer claims any exemption, Buyer must provide a currently valid, signed certificate or letter of exemption for each respective jurisdiction.
4. TERMS OF PAYMENT
Seller may invoice Buyer upon shipment of the Order or any portion thereof for the price and all other charges payable by Buyer in accordance with the Order and these Terms and Conditions of Sale. If no payment terms are stated on the Order, full payment shall be in cash in advance, . If Buyer fails to pay any amounts when due, Buyer shall pay Seller interest thereon at a periodic rate of one and one-half percent (1.5%) per month (or, if lower, the highest rate permitted by law), together with all costs and expenses (including without limitation reasonable attorneys’ fees and disbursements and court costs) incurred by Seller in collecting such overdue amounts or otherwise enforcing Seller’s rights hereunder. If Buyer fails to fulfill any condition of its payment obligations, Seller may suspend performance and delivery. Seller reserves the right to require from Buyer full or partial payment in advance, or other security that is satisfactory to Seller. All payments shall be made in U.S. Dollars or as otherwise agreed in writing.
5. DELIVERY; CANCELLATION OR CHANGES BY BUYER
The Order shall not be changed or modified in whole or in part, except with the written consent of Seller. Seller will have the right, at its election, to make partial shipments of the Products and to invoice each shipment separately. Seller reserves the right to stop delivery of Products in transit and to withhold shipments in whole or in part if Buyer fails to make any payment to Seller when due or otherwise fails to perform its obligations hereunder. All shipping dates are approximate only, and Seller will not be liable for any penalty charges, loss, or damage resulting from any delay in delivery; or failure to deliver which is due to any cause beyond Seller’s reasonable control. In the event of a delay due to any cause beyond Seller’s reasonable control, Seller reserves the right to terminate the Order or to reschedule the shipment within a reasonable period of time, and Buyer will not be entitled to refuse delivery or otherwise be relieved of any obligations as the result of the delay. Products as to which delivery is delayed due to any cause within Buyer’s control may, at Seller’s sole discretion and without prior notice to Buyer, be placed in storage by Seller at Buyer’s risk and expense and for Buyer’s account. Orders in process may be canceled only with Seller’s written consent and upon payment of Seller’s cancellation charges then in effect. Orders in process may not be changed except with Seller’s written consent and upon agreement by the parties as to an appropriate adjustment in the purchase price thereof. Credit will not be allowed for Products returned without consent of Seller.
6. MATERIAL SHORTAGES
In the event of inability, for any reason, to supply the total demands for the materials specified in this order, Seller may allocate its available supply among any or all purchasers, as well as departments and divisions of the Seller, on such basis as it may deem fair and practical, without liability of any kind (including direct, indirect, consequential, incidental, or special damages, all of which Buyer hereby expressly waives) for any failure of performance which may result there from.
7. SECURITY INTEREST
Seller reserves and Buyer grants to Seller a purchase money security interest in all Products until such time as Buyer fully pays for such Products. Buyer agrees to cooperate with Seller in taking all necessary steps to perfect and protect such security interest.
8. PROPRIETARY INFORMATION; INTELLECTUAL PROPERTY
All specifications, data, drawings, designs, and know-how connected to the Products and/or the Orders are proprietary information which are the sole and exclusive property of the Seller and Buyer agrees to retain any and all such proprietary information as Seller may disclose to him in confidence and agrees not to disclose it to other parties or use it except for inspection and evaluation purposes in connection with this Order. No license or other rights under any patents, copyrights or trademarks owned or controlled by Seller or under which Seller is licensed are granted to Buyer or implied by the sale of Products and/or the Orders hereunder. All patents, utility models, designs, trademarks, copyrights, pricing data, prices, plans, software, know-how, drawings, manuals, specifications and other documents relating to the Products and/or the Orders are and shall be and remain the exclusive property of Seller.
Ham-Let products are made to exacting standards of design, material, workmanship, and quality control and are warranted to be free of defects in material and workmanship and reasonably fit for the uses set forth in Seller’s catalog or the Order specifications throughout the lifetime of the product, if properly installed and maintained and under the normal use and service for which the product is intended. Parts considered consumable, expendable or replaceable under normal service conditions are warranted for a period of 1 year. This warranty does not apply in cases of abuse, mishandling, normal depreciation or wear and tear. Buyer shall inspect the Products within ten days of delivery and must immediately notify Seller of any defects. Failure to so notify Seller within such ten-day period shall constitute a waiver of all claims by Buyer against Seller arising out of such defects. This warranty is in lieu of all other warranties whether they are statutory, express or implied, including, among other things, any implied warranty of merchantability fitness for a particular purchase not set forth in seller’s catalog and also does not apply to any products of seller which have been repaired, altered or modified or have been subject to misuse or abuse. Seller shall not be liable for any consequential, incidental, or special damages resulting directly or indirectly from the design, material, workmanship, operation or installation of any of its products and neither assumes nor authorizes any other person to assume on its behalf any other liability in connection therewith. Buyer’s exclusive remedy shall be the repair or replacement of any such defective product after verification by seller.
10. GOVERNING LAW
The Order and these Terms and Conditions of Sale shall be governed by and construed and interpreted in accordance with the laws of the State of Israel, without giving effect to principles of conflicts of law. The Seller shall not be bound by any agent's, employees or any other representation, promise or inducement not set forth herein. The invalidity or unenforceability of any provisions of this agreement shall not affect any other provision and this agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted The Parties agree that the proper and exclusive forum and venue in all legal actions brought to enforce or construe any of the provisions of the Order and these Terms and Conditions of Sale shall be in the competent courts in Tel-Aviv-Jaffa, Israel.
11. NO ASSIGNMENT
No rights arising under this Order may be assigned by the Buyer unless expressly agreed to in writing by Seller. Any attempt to assign or delegate in violation of this clause will be void.