a) In these conditions “ifm” or "Seller" shall mean ifm electronic Ltd. Israeli corporate ID 515869279 and its successors in title and the expression “Buyer” shall mean the buyer of the goods ordered from ifm.
b) The “Goods” means the goods, services or materials which shall be the subject of the Contract between the Seller and the Buyer.
c) The “Contract” means the contract coming into being upon the Seller's written (either as an order confirmation or an original delivery note) acceptance of the Buyer's order. The Seller's acceptance shall incorporate these Conditions of Sales so far as they are not varied by any special terms or conditions agreed in writing by the Seller, and any terms and conditions in the buyer's order which are inconsistent with these Conditions shall have no effect. Any variation of these terms and conditions will become binding only if confirmed in writing by the parties.
2. APPLICATION OF CONDITIONS
a) These conditions supersede all prior dealings, negotiations, representations or agreements whether oral or written, express or implied. No variation of or addition to these conditions shall be effective unless expressly made in writing and signed by an authorised representative of ifm.
b) The placing of an order for the goods and/or work shall be an acceptance of these conditions not withstanding any other conditions which may be set out or referred to in any other document duly signed by the parties.
c) These conditions shall prevail over any inconsistent terms and conditions referred to in the Buyer's order or in correspondence or elsewhere unless specifically and expressly agreed to in writing by both parties and any conditions or stipulations to the contrary are hereby excluded or extinguished.
a) After the expiration of 60 days from the date of the ifm price quotation, ifm shall be entitled to alter the price appearing in the quotation without prior notice to the buyer and any order received by ifm after such date shall be governed by the prices ruling at the date of receipt of order.
b) ifm further reserves the right to increase the price quoted to take account of increases in costs including labour overheads transportation and raw materials and for the fluctuation of exchange rates between the quotation date the date of delivery of the goods of execution of the work.
c) All prices quoted are net of value added tax and value added tax will be charged thereon at the appropriate rate for the time being
d) All prices quoted are exclusive of import VAT or any other taxes duties or imports
4. ACCEPTANCE OF QUOTATION
a) No binding contract shall be deemed to have been effected by the acceptance by the Buyer of any quotation made by ifm until the order constituted by such acceptance has been confirmed by ifm in writing.
b) Quotations by ifm shall not constitute an offer and ifm reserves the right to withdraw or amend the same at any time prior to written confirmation of acceptance.
c) Exceptions or alterations to any part of the quotation are valid only if specifically agreed by the Seller in writing prior to contract.
5. NO RIGHT OF SET OFF
a) The Buyer shall pay the purchase price in accordance with the terms of this Contract and shall not be entitled to make any deductions or set off against payments either in respect of any claim arising under this Contract made between the Buyer and ifm or for any other reason
6. DELIVERY DATES
a) Delivery dates are estimates only given by ifm in good faith and are subject to change. Whilst ifm will make every effort to meet the dates, ifm is released from any liability to make good any damage or loss, whether arising directly or indirectly out of any delay or failure of delivery. Time of delivery is not a material term of the Contract.
b) In particular and without prejudice to the generality of sub-clause a) of this clause, ifm shall not be liable for any delay in or failure of delivery caused by the unavailability of any raw materials or equipment.
c) Nor shall the Buyer be entitled to rescind the Contract on this account unless on or after expiry of the said estimated time of delivery the Buyer gives written notice to the Seller of a further reasonable period within which it requires the goods to be delivered if by the expiry of such further reasonable period delivery shall still not have been effected, the Buyer shall be entitled to rescind the Contract, however, the Buyer will be obligated to pay for the Products already manufactured by the time of the termination becoming effective as well as for any raw materials and/or components already purchased by ifm towards the manufacture of the products and which ifm may not use otherwise.
d) The buyer shall, if required by ifm, accept delivery in parts but shall not be entitled to demand delivery in parts. In such case, each partial delivery shall be deemed to be the subject of a separate contract. The delay in delivery of any such partial delivery, shall not entitle the Buyer to repudiate the entire Contract with regard to any partial deliveries remaining deliverable.
e) In the case of partial completion of an order, ifm shall be entitled to payment pro rata in respect of all goods supplied without prejudice to ifm's rights should non-completion be caused by the Buyer.
f ) In the event of the Buyer returning or failing to accept any delivery of the goods in accordance with the contract, ifm shall be entitled at its sole discretion to deliver and invoice the buyer for the balance of the goods then undelivered or to suspend or cancel further deliveries.
g) ifm shall be entitled to store at the risk of the buyer any goods which the Buyer refuses or fails to accept and the Buyer shall pay all costs of such storage and any additional costs of carriage incurred as a result of such refusal or failure.
a) The Buyer shall pay for the goods delivered and for additional charges, within a maximum period of 30 days of the date of ifm's invoice for the same unless otherwise previously agreed in writing between ifm and the Buyer.
b) ifm shall be entitled to charge interest at its discretion at the rate common for unapproved overdraft as published by Bank Mizrahi Tefahot from the expiry of the 30 days credit until payment is made, unless the failure of the Buyer to make payment is due to an act or omission of ifm.
c) In addition, in the event of delay in payment any costs arising in connection with any debt collection procedure and/or legal proceedings are to be reimbursed to the Seller by the Buyer.
d) Without waiving any other rights or remedies ifm may have. ifm may at its option defer deliveries under this contact or any other contract with the Buyer until satisfactory settlement of unpaid amounts.
e) ifm will define a credit frame for the Buyer at its sole discretion. In case that the Buyer's orders shall exceed the credit frame set, ifm shall request to receive pre-payment or collateral as it deems fit.
f) despite of the above, if ifm should at any time form the reasonable belief that the Buyer's creditworthiness may be in question, ifm may require the Buyer to make payment in advance of delivery or to advance adequate securities for the payment of all amounts due or to become due under the Contract.
8. INTELLECTUAL PROPERTY
a) Each party retains its intellectual property rights and nothing herein shall be construed as transfer or license of any intellectual property rights.
b) Any drawings or technical documents intended for use in the construction of the Goods or of part thereof prepared by ifm prior or subsequent to the formation of the Contract remain the exclusive property of ifm. They may not without ifm's consent be utilised by the Buyer or copied, reproduced, transmitted or communicated to a third party.
iv) The Buyer warrants that all designs, drawings or other information provided by it to ifm for the purpose of the Contract are the Buyer's own unencumbered property and the Buyer undertakes to indemnify ifm against any and all damages and expenses incurred by ifm in connection with any (alleged) infringement of third party patents, designs, copyright or similar rights arising out of the use of such designs, drawings or other information of the purpose of the Contract.
9. LIMITED WARRANTY
ifm warrants that all goods sold be free from defects in material and workmanship. Should any failure to conform with this warranty occur within five (5) years from the date of shipment for proximity and opto sensors, two (2) years from the date of shipment for flow sensors, or one (1) year from the date of shipment for any other product sold, ifm, upon receipt of the merchandise, freight prepaid, will examine and evaluate the merchandise to determine the cause of defect and, if warranted, provide a suitable remedy for repair or replacement.
EXCLUSION OF ALL OTHER WARRANTIES: The foregoing limited warranty is ifm's sole warranty with respect to the goods and is expressly IN LIEU OF AND EXCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATION AND WARRANTIES OR OTHER WARRANTIES OF QUALITY, INCLUDING BUT NOT LIMITED TO ANY EXPRESS OR IMPLIED WARRANTIES OF TITLE AND FREEDOM FROM PATENT INFRINGEMENT. ORAL STATEMENTS DO NOT CONSTITUTE WARRANTIES. ifm's salesmen are not authorized to make warranties about the merchandise described in this contract, and any statements by ifm's salesmen shall not be relied upon by the Customer, and are not part of this agreement of sale. The entire agreement is embodied in this writing and NO OTHER WARRANTIES are given beyond those set forth in this agreement.
EXCLUSION OF ALL OTHER REMEDIES AND LIMITATION OF SELLER'S LIABILITY: The parties agree that the Customer's SOLE AND EXCLUSIVE REMEDY against ifm shall be for the repair or replacement of defective goods as provided herein. The Customer agrees that NO OTHER REMEDY SHALL BE AVAILABLE to him and that ifm shall not, in any event, be liable for any incidental or consequential damages, including (but not limited to) loss of income, loss of time, lost sales, injury to personal property, liability of Customer to any other person or any other type or form of consequential damage or economic loss.
Orders submitted on the Customer's own purchase order forms, which forms may contain statements, clauses or conditions modifying, adding to, conflicting or inconsistent with the terms and provisions of this agreement, will be accepted by ifm only upon condition and with the express understanding that notwithstanding any statements, clauses, or conditions contained in any order forms of the Customer, the liabilities of ifm efector shall be determined solely by its own terms and conditions of sale, and in accepting and consummating any such order, ifm shall be deemed not to have in any way changed, enlarged, or modified its liability or obligation as fixed by the terms and conditions of sale as stated by this agreement of sale.
If any provision or clause of this agreement or the application of this agreement to any person or circumstance is held invalid or unconscionable, such invalidity or unconscionability shall not affect other provisions or applications of the agreement which can be given effect without the invalid or unconscionable provision or application, and to this end the provisions of this agreement are declared to be severable.
12. TIME LIMIT ON COMMENCING LEGAL ACTIONS
The parties agree upon the shortening of the limitation period to 12 months in respect of any action that the Seller may have, whether for breach of this agreement of sale, any breach of any warranty under this agreement, or any other action otherwise arising out of this agreement. To avoid any doubt, the aforesaid shall not apply to any claim that ifm may have against the buyer.
13. CHANGES AND CANCELLATIONS
The filling of an order requires special equipment and changes in the specifications or cancellation of the order cannot be made without our consent. We will accept such changes in specifications as do not, in our judgment, interfere with the satisfactory operation of the equipment. A charge will be made for change of specifications and for cancellation, the amount of which will depend upon how far advanced is the work on the order at the time we receive notice in writing of the desired change or cancellation.
14. SALES AND SIMILAR TAXES
The Company's prices do not include sales, use, excise or similar taxes. Consequently, in addition to the specified price, the amount of any present or future sales, use, excise or other similar tax applicable to the sale of the products shall be paid by the Purchaser, or in Lieu thereof the Purchaser shall provide the Company with a tax-exemption certificate acceptable to the taxation authorities.
15. CLAIM FOR SHORTAGE OR LOSS
a) No claim for damage in transit, shortage of delivery, receipt of faulty goods or loss of goods will be entertained unless in the case of damage in transit or shortage of delivery a separate notice in writing is given to the carrier concerned and to ifm within three days of the receipt of goods followed by a complete claim in writing within ten days of receipt of the goods and in the case of loss of goods notice in writing is given to the carrier concerned and to ifm within seven days of consignment and in the case of receipt of faulty goods, notice in writing is given to ifm within seven days of consignment.
b) In the absence of receipt of such notice in good time, ifm shall be released from all liability in respect of such defects or wrong or short or over-delivery. ifm shall also be released from all such liability if the buyer or any sub-purchaser shall subject the goods to any process of manufacture without the buyer's first having carefully examined the goods as provided herein.
c) Where goods are accepted from the carrier concerned without being checked, the delivery book of the carrier concerned must be signed, “Not examined”. The buyer is obliged to check the goods on delivery and to indemnify and keep ifm harmless against any claims, demands or proceedings in respect to the quality and safety of the goods in the possession of the buyer including without prejudice to the generality of the foregoing any claims for personal injury to any person.
16. TERMS OF SALE
EX Works Shipping Point, thirty days net after date of invoice, subject to credit approval. Seller's prices prevailing at time of each shipment shall apply, and shall be subject to correction for errors.
Under no circumstances should goods be returned by customer unless advance written authorization and shipping instructions have been secured from ifm.
18. FORCE MAJEURE
ifm shall not be liable for any failure or delay in delivering any goods or executing any work under this contract due directly or indirectly to force majeure.
If the delay in delivery occasioned by such force majeure shall continue for more than 60 days either party may then by giving 30 days written notice to the other cancel all parts of the contract not fulfilled by the expiry of this notice period.
19. TERMINATION OF CONTRACT
a) ifm may be entitled to terminate this contract upon 14 days prior written notice to the buyer and / or suspend deliveries under this Contract, without prejudice to any other rights ifm may possess against the buyer, upon the occurrence of one of the following:
i) a material breach of this agreement;
ii) a payment default;
iii) if the buyer has been subjected to any insolvency proceedings or the appointment of a special manager, temporary receiver or liquidator and such proceeding or appointment has not been cancelled within 30 days of its initiation;
20. ASSIGNMENT OF CONTRACT
a) ifm may assign the benefit of or any right under this agreement
b) The Buyer may not assign the benefit of or any right under this agreement without the prior written consent of ifm.
21. SERVICES OF NOTICES
Any Notice given hereunder shall be made in writing and sent by registered post, Facsimile Transmission or email with delivery properly documented.
22. APPLICABLE LAW & JURISDICTION
These conditions and any agreement and/or contract entered between ifm and the buyer shall be subject to the Laws of the State of Israel. Any dispute between the parties concerning these terms and conditions and/or any agreement and/or contract made between the buyer and the seller shall be subject to the sole and exclusive jurisdiction of the courts of Tel Aviv, Israel.