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General terms and conditions of sale for distributors

 

 

These General Terms and Conditions, together with any other agreements or terms incorporated by reference, including the Privacy Policy https://inspekto.wpengine.com/privacy-policy/ (the “Terms“) govern any proposal or quote document incorporating these Terms by reference (each, a “Quote“), between Inspekto A.M.V Ltd. (the “Company”) and the customer whose details are set forth in such Quote (the “Customer“). These Terms constitute a binding and enforceable legal contract between the Company and the Customer. By accepting the Quote or by accepting or using the Products and/or Services purchased thereunder, Customer agrees to these Terms. By accepting these Terms, you represent that you have the authority to bind the Customer on behalf of which you are accepting these Terms. If the entity that you represent does not agree with these Terms, you must not accept these Terms or use the Products.

  1. Pricing and Payment

    • Any prices quoted by the Company in the PO, regarding the products to be sold by the Company (“Products”) or Services to be provided by the Company (“Services”) under the Quote, are valid for 60 days, unless otherwise noted in the Quote. Unless explicitly provided otherwise in the applicable Quote, any quoted prices are exclusive of VAT and all other taxes, licenses, permits, fees and custom duties, which shall be borne by the Customer.
    • If the PO provides for delivery of, or the Product is marked as, a “Not For Resale” Product, then these Terms permits use only as a current authorized distributor or reseller and then only for demonstration, test, training, or evaluation purposes in support of Customer’s customers. If notwithstanding this provision Customer sells a Not For Resale Product, the Company may invoice Customer for such Product at the then current list price applicable thereto.
    • Unless otherwise agreed in writing between the Customer and the Company, Customer shall pay the fees applicable to the Services under the PO on a monthly basis, within seven (7) days of invoice delivery. Customer shall pay the fees applicable to the Products in accordance with the payment terms set forth in the Quote. Any applicable additional expenses shall be borne by the Customer.
    • Any payment owed by the Customer to the Company and not made within seven (7) days of the date due for such payment, shall bear a monthly interest of 2.5% or the maximum rate permitted by applicable law (whichever is lower), until such payment is received by the Company.

  2. Delivery and Shipping

    • Unless otherwise provide for in the Quote, the Products are sold and delivered Ex Works (EXW) the Company’s manufacturing facility in Ramat Ran, Israel, in accordance with the schedule specified in the Quote, subject to prompt receipt of all necessary information and reasonable cooperation from the Customer.
    • The Company shall not be liable for delays in its performance under the Terms or the Quote, due to force majeure or causes beyond its reasonable control. In the event of any such delay, date of delivery shall be extended for a period of time equal to that lost by reason of the delay.
    • Prices quoted in the Quote are exclusive of any and all taxes, freight and delivery charges (unless mentioned specifically in the Quote) and/or other charges applied by any governmental or other body and paid by the Company in connection with the delivery of the Products to the Customer.
    • The Customer is responsible to notify the Company in writing within five business days of the receipt of any shipment of any missing or damaged items in such shipment.
    • The Customer is responsible for compliance with any applicable import legislation and/or regulations which may apply to the import of the Products to the country of destination.

  3. Software

    • Subject to the terms and conditions of these Terms and the applicable purchase order, the Company hereby grants the Customer a non-transferable, non-sublicensable, nonexclusive, royalty free, limited license, to use the Company’s software as supplied by the Company (the “Software”), for use on or in conjunction with a single unit of the Company’s Products.
    • Except as expressly provided for in these Terms, the Customer is prohibited from: (a) using the Software with any other product, other than the Product; (b) removing or altering any copyright, trademark or proprietary notice in or on the Software or the Product; (c) copying, adapting, modifying or enhancing any portion of the Product, or creating any derivative works based on the Product, nor permitting any person or entity under the Customer’s control to do so; (d) studying the Product for the purposes of developing a product which is similar to or competitive with the Product; (e) reverse engineering the Product, or decompiling, disassembling, or otherwise attempting to reconstruct the source code of the Software; (f) taking any action designed to defeat the operation of any security measure incorporated in the Product; (g) publishing, distributing, selling, disclosing, marketing, sublicensing, renting, leasing, displaying, providing, transferring or making available the Product, or any portion thereof, to any third party; (h) using the Product in any manner not authorized by these Terms.
    • Any rights in or to any feedback or suggestion relating to the Software and/or any Products or any software or service owned or offered by the Company shall vest in the Company and the Company shall have full rights to exploit, use, copy, modify and distribute, including by incorporating into any of the Company’s software, product or service, any suggestions, enhancements, recommendations or other feedback provided by the Customer. The Customer undertakes not to knowingly provide the Company with feedback or suggestion that infringes upon third parties’ intellectual property rights. Company retains full and exclusive ownership and entitlement in any and all copy rights and other intellectual property rights associated or related to the Products, the Software and/or any derivatives thereof.
    • The software license granted hereunder is effective until terminated. The Customer’s right under this license will terminate automatically without notice if The Customer fails to comply with any term herein. Upon the termination of this license, the Customer shall cease all use of the Software, and destroy, and certify the destruction of, all copies, full or partial, of the Software. Upgrades, modifications and additional features to the Software may apply within the scope of the service level agreement, to extent so executed between the Customer and the Company and shall be further subject to the payment of all applicable fees by Customer under such service level agreement.

  4. Limited Warranty and Liability

    • The Company warrants Products sold to the Customer hereunder to be free from defects in materials and workmanship and to operate in accordance with any Product’s applicable documentation as provided by the Company (the “Warranty“) for a period of one (1) year from the date of its delivery (the “Warranty Period“).
    • The Company makes no warranty whatsoever and shall have no liability whatsoever with respect to defects, failures or deficiencies of any Products sold hereunder, which result, directly or indirectly, from: (i) improper use or operation, improper handling, installation or maintenance, improper storage, unnecessary or improper alterations, modifications, adjustments or repairs; or (ii) any reason external to the goods furnished by the Company, including without limitation, mechanical or otherwise any physical impact on the Customer’s manufacturing line or plant, accident, fire, flood and extreme weather conditions.
    • If any unit of a Product does not meet the Warranty during the Warranty Period, the Customer shall notify the Company within seven (14) days thereafter, and the Company will, as Customer’s sole and exclusive remedy for breach of the Warranty, repair or replace the affected Product Unit within thirty (30) business days thereafter.
    • THE COMPANY MAKES NO REPRESENTATION AND GRANTS NO WARRANTY REGARDING THE PERFORMANCE, RESULTS OR SUITABILITY OF ANY PRODUCT TO THE CUSTOMER’S INTENDED USE; THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PRODUCT IS ASSUMED BY THE CUSTOMER.
    • IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR INDIRECT DAMAGES, IN CONNECTION WITH OR ARISING FROM THE USE OF ANY PRODUCTS OR THE PROVISION OF ANY SERVICES, OR THE CUSTOMER’S USE OF OR INABILITY TO USE THE SOFTWARE OR THE PRODUCTS, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, AND REGARDLESS OF WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO CASE SHALL THE COMPANY’S AGGREGATE LIABILITY UNDER THESE TERMS OR ARISING OUT OF THE CUSTOMER USE OF THE SOFTWARE OR ANY PRODUCT OR THE PROVISION OF SERVICES EXCEED THE AMOUNT PAID BY THE CUSTOMER FOR THE PARTICULAR PRODUCT OR SERVICES INVOLVED.
    • THE SOFTWARE LICENSED HEREUNDER IS LICENSED ON AN “AS-IS” BASIS WITHOUT WARRANTY OF ANY KIND. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AND DISCLAIMS ALL WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, PERFORMANCE, RESULTS, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. COMPANY AND ITS AFFILIATES DO NOT WARRANT THAT THE PRODUCT AND/OR SOFTWARE WILL MEET THE CUSTOMER’S REQUIREMENTS, THAT PRODUCT AND/OR SOFTWARE AND/OR THE PRODUCT THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE RECTIFIED. THE CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE SOFTWARE IS AT THE CUSTOMER’S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS SOLELY WITH THE CUSTOMER. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THESE TERMS.

  5. Miscellaneous

    • The Customer may not assign any purchase order made in accordance with these Terms or any right the Customer may have pursuant to these Terms without the Company’s prior written permission.
    • The Customer is solely responsible for compliance with any applicable law (including, without limitation data protection and privacy laws)and regulations in connection with the use of the Products. The Company shall take any necessary measure in order to comply with any applicable data protection and privacy laws and regulations with respect to any personal data the Customer may provide in the course of the Customer’s engagement with the Company. The Customer acknowledges and confirms that Company may: (i) use the data produced by the system and Products during its operation in order to improve and enhance performance, and (ii) collect aggregate, anonymous or unidentifiable usage data from users of the Products.
    • These Terms shall be governed by and interpreted in accordance with the laws of the State of Israel without reference to its conflicts of law provisions. Notwithstanding the foregoing, the Company may, without limiting its other rights and remedies, be entitled to seek equitable relief, including but not limited to injunctive relief, in any court of competent jurisdiction.
    • In the event that it is determined by a court of competent jurisdiction that any provision of these Terms is invalid, illegal, or otherwise unenforceable, such determination shall not affect the validity and enforceability of any other legal enforceable provisions hereof unless such illegality, invalidity or unenforceability destroyed the underlying business purpose of the affected transaction.
    • No delay or omission by the Company in exercising any of its rights hereunder shall operate as a waiver of such rights.
    • Without derogating from any right or remedy available to Company under any law or agreement, the Customer will defend, indemnify, and hold Company and/or any affiliate thereof harmless from any and all claims, losses, damages, debts, settlements, costs, attorneys’ fees, expenses and liabilities of any type whatsoever (collectively referred to as “Claims”) arising from or related to any death or injury to employees or contractors of the Customer and/or any affiliate thereof caused in connection with the installation, use or implementation of a Product by or for the Customer. Company will have the right to participate in or conduct the defense of such Claim with counsel of its own choice. Company will use reasonable effort to promptly notify The Customer of any such Claim. No settlement of a Claim will be binding on Company without its prior written consent.