Terms & Conditions for Suppliers - English

 
1. General Conditions

1.1. Definitions:

1.1.1. "The Order"—The order form, this document and all the documents accompanying it as appendices, as well as any document to which the general conditions or the appendices refer.

1.1.2. "CONTROP"—CONTROP Precision Technologies Ltd.

1.1.3. "The Supplier"—The legal entity as specified in the order form to which the order is directed, and which undertook to implement the work as defined hereafter.

1.1.4. "The Work"—The supply of goods and/or services according to the order.

1.1.5. "The Services"—The obligations and/or actions that the supplier is required to perform in accordance with the order, except for design and/or development and/or production of goods as defined hereafter.

1.1.6. "The Goods" or "The Items"—The goods or items as specified in the order.

2. Revocation of Previous Documents and List of Priorities between the Documents

2.1. This order revokes any other document, agreement or memorandum, oral or written, concerning the implementation of the work, except for those documents specifically mentioned in the order, which shall remain valid.

2.2. In any event of contradiction, incompatibility or discrepancy between what is stated in these general conditions, in relation to what is stated on the front page of the order form or any other document that constitutes an integral part of the order, the list of priorities shall be as follows: order form, these general conditions and all the rest of the enclosed appendices.

3. Manner of Implementing the Order

3.1. The supplier undertakes to implement the work in an excellent professional manner and at a high professional standard of quality and according to the conditions of the order.

3.2. The supplier undertakes not to change and/or deviate from the conditions of the order unless he has received the approval of CONTROP for any such change in advance and in writing.

3.3. The supplier shall notify CONTROP with regards to receipt of the purchase order and its approval within 3 business days (for an Israeli supplier) or within 7 business days for a foreign supplier. In case supplier will not provide the required approval within the period mentioned above, CONTROP has the right to cancel the purchase order at any time without any liability to the supplier.

4. Quality of the Items and the Service

4.1. The goods and/or services, which are the subject of this order, shall be supplied to CONTROP and shall be of the type, quality, caliber, dimensions, material types, description and finish, all in accordance with the specifications in the order, and unless otherwise specified, shall be of the highest quality material and professional implementation.

4.2. If for any item an official standard, temporary standard or guiding standard was determined, the goods and/or services and/or work shall comply with the requirements of that standard.

4.3. Supplier shall meet the requirements of AE-AS 5553 Counterfeit electronic parts avoidance, detection, mitigation and disposition.

5. The Price and Payment

The prices determined in the order are agreed on in advance, final and absolute, and CONTROP shall not be asked to pay the supplier any addition and/or extra payment without its approval in writing and in advance (including taxes, excises, compulsory payments, developments and price increases). The price in the order includes, inter alia, the costs of transportation, inspection of the goods, taxes and any other payment and/or expense connected with the order.

6. Supervision

6.1. Representatives authorized by CONTROP shall be entitled to supervise the implementation of the work and in particular to inspect the planning, production processes, level of planning and production, quality of the materials and the rate of implementation of the work, and to be present at all trials and tests. The supplier shall enable the representatives of CONTROP to perform the aforementioned supervision and shall assist them, to grant access to the representatives of CONTROP to the location where the work is being implemented as well as to any location where there are assets of CONTROP, in addition to the location from which any materials and equipment, which are connected with the implementation of the work, are being brought.

6.2. The right of supervision as mentioned in section 6.1 above and the application of the rights of CONTROP and its representatives according to the conditions of this section in no way imposes on CONTROP any obligation or responsibility, neither does it exempt the supplier from any responsibility or obligation.

6.3. The supplier shall inform CONTROP about the progress of the implementation of the work and/or faults in the implementation of the work, whenever requested, and in a manner that CONTROP requests as well as the steps taken or intended to overcome the fault.

6.4. The supplier shall ensure in his connections with subcontractors, who have been previously approved by CONTROP in advance and in writing, that the directives of this section and other supervision requirements specified in the order and applicable documents shall be complied with, together with the necessary amendments, by those subcontractors and that they should be bound by them.

7. Acceptance Tests and Quality Inspections

7.1. In the event that there are no specific standards regarding the quality control of the items according to the order, the supplier shall operate in accordance with ISO9001-2008 standard (or equivalent) and shall implement the work detailed in the order at the highest standards of quality and excellence, as is commonly accepted for these items and/or work of this type as specified in the order.

7.2. The supplier confirms and undertakes that the goods and/or components of work that shall be supplied in accordance with the order shall be new and not refurbished or repaired, unless specifically otherwise agreed by CONTROP.

7.3. Acceptance tests and/or quality control inspection of the goods shall be performed as specified in the order. In the absence of specific directives in the order regarding the aforementioned tests or any one of them, CONTROP is entitled to examine the ordered items or each component of them prior to delivery to CONTROP and/or at the time of delivery and/or after delivery at its discretion and if it should be discovered that the items or any part of them do not comply with all the conditions of the order, CONTROP shall be entitled to reject the items, and this in addition to any remedy imparted to it under the terms of the order and/or according to law. Compliance of the items with the conditions of the order is one of the fundamental requirements of this agreement.

7.4. CONTROP is entitled to appoint a representative/s who will be present on its behalf during acceptance testing and the supplier shall coordinate the time and date of the tests with CONTROP.

7.5. At the conclusion of the acceptance tests, and with positive results, the supplier shall issue a Certificate of Compliance or a Certificate of Test, whichever is relevant, which shall be signed by the representative from CONTROP and by the supplier. If the acceptance test is performed in the absence of a representative of CONTROP as specified in section 7.4 above, the supplier shall deliver the Certificate of Acceptance together with information concerning the acceptance test proving that the acceptance test was completed successfully. A representative of CONTROP shall sign the Certificate of Acceptance or reject it within (30) thirty days of receipt of the Certificate of Acceptance. In the event of rejection CONTROP shall specify the reasons in a rejection notice to the supplier.

Receipt by CONTROP of the Certificate of Acceptance does not exempt the supplier from responsibility in accordance with these general conditions, neither does it prevent the rejection of the goods by CONTROP.

7.6. Without detracting from the generality of the aforementioned, the supplier shall be obliged to postpone the acceptance test at the request of CONTROP without this resulting in any extra payment to the supplier as a result of the previously mentioned postponement.

7.7. If a fault shall be discovered in the goods/work during the performance of the acceptance test, CONTROP shall not be obliged to sign the Certificate of Acceptance and the supplier shall not be entitled to sign it. In this case, the supplier shall repair at his own expense the fault or replace the goods/work to the satisfaction of CONTROP, within a reasonable period of time.

7.8. The delivery of the goods shall not be considered complete and valid unless the goods have successfully passed the acceptance tests to the satisfaction of CONTROP.

7.9. The supplier shall ensure in his connections with subcontractors, who have been previously approved by CONTROP in advance and in writing, that the directives of this section and other quality requirements specified in the order and applicable documents shall be complied with, together with the necessary amendments, by those subcontractors and that they should be bound by them.

7.10. Any payment made on account of the amount due prior to performance of the acceptance tests and/or quality control tests and/or tests mentioned previously in this section 7, does not constitute confirmation by CONTROP of the good working order of the items and/or waiver by CONTROP of performance of acceptance tests and/or quality control tests and/or other tests and/or any other right imparted under terms of the order and/or by law.

8. Delivery of the Goods

8.1. The supplier shall package the items according to normally accepted standards for those items or similar items and in the absence of a standard, according to the accepted commercial practice for packaging those items or as agreed with CONTROP.

8.2. The supplier shall deliver the items to CONTROP at the location specified on the front page of the order form on the date/s determined in the order. The delivery is one of the fundamental aspects of the order.

8.3. The items shall be delivered to CONTROP together with a consignment note and an invoice that details the order number and number of units supplied, and withthe inclusion of a serviceability tag.

8.4. The receipt or rejection of the goods or part of them by CONTROP does not in any way harm or detract from the obligations of the supplier or the rights of CONTROP in accordance with the order.

9. Liability for the Items/Work

9.1. The supplier is liable for any defect, fault, incompatibility, or any other impairment that may be discovered in the items/work, which were ordered and/or services that were ordered or in any part of them including those resulting from the quality of the materials from which they were produced and/or quality of the workmanship or the service and/or incompatibility to the quality and/or characteristics and/or the performance required according to the order and/or defect in attributes (all of these to be known hereafter as — "defect"), all according to the determination of CONTROP and this for a period of at least 24 (twenty-four) months from the date of receipt of the goods by CONTROP.

9.2. The limitation of time shall not apply and the aforementioned liability in section 9.1 shall be valid also beyond the aforementioned period, if it was not possible to discover the fault as a result of reasonable testing. The directives of sections 13, 14 and 15 of the Sales Law – 1968, and the directives of section 3 of the Contractual Agreements Law – 1974 shall not apply to this order. Moreover no other directive obliging CONTROP to check the items and/or the work, or to notify regarding any defect shall apply to this order, neither shall any other directive limiting the rights of CONTROP in the event of not testing or not notifying apply to this order as aforementioned beyond what is stated in this section.

9.3. Without detracting from any other right of CONTROP according to this order or according to any law, the supplier undertakes to repair or replace, in accordance with a demand of CONTROP, and at his expense, any fault, item/work or part of them in which a fault was discovered, and to compensate CONTROP for the full extent of the damage or losses incurred, or which shall be incurred as a result of the fault. If the supplier does not implement the repair or replacement as mentioned in this section within a period of time as determined by CONTROP in a notice to the supplier (and which shall not exceed two weeks from the date the notice was given to the supplier and until the repaired or replaced item/work is received by CONTROP), CONTROP shall be entitled at its discretion, to perform the repair itself or by means of another supplier, and the original supplier shall be obliged to compensate CONTROP for any expense connected with the repair and the losses incurred as a result. The supplier shall be responsible for transporting the goods from CONTROP to the supplier and back (should this be necessary). The supplier shall bear all expenses connected with implementation of the liability and shall compensate CONTROP for all expenses and losses incurred as a result of the fault/defect.

9.4. Despite what is stated in section 9.1 above, in a case where CONTROP has notified the supplier that the goods are for a customer of CONTROP, the period of liability shall begin with the delivery of the goods to the aforementioned customer.

9.5. The operation of the liability by CONTROP shall extend the period of liability for an additional period equal to the period of time between the notice of CONTROP to the supplier regarding the existence of a fault/defect and until the return of the items/work after repair/replacement to CONTROP.

9.6. The documents provided by the supplier together with the goods/work shall be up-to-date, precise and without faults and/or errors and which should enable CONTROP to operate and maintain the goods as specified in the order. Upon receipt of the notification from CONTROP, the supplier shall repair any fault and/or error in the documents within 30 days.

9.7. What is mentioned in this section in no way detracts from the right of CONTROP towards the supplier according to the order or according to any law.

10. The Assets of CONTROP

10.1. Any raw or finished material as well as equipment, instruments, molds, in addition to any specification, blueprint or information that CONTROP provided to the supplier or covered the cost of acquiring (hereafter: "assets of CONTROP") are and shall remain the sole property of CONTROP and the supplier is forbidden to utilize them except for implementing the order. The supplier shall store the assets of CONTROP separately and in an appropriate manner and shall mark them in a manner enabling them to be recognized as the property of CONTROP.

10.2. The receipt of the assets of CONTROP by the supplier shall serve as conclusive proof that they were of good quality and suitable for the requirements of implementing the order, unless the supplier notifies otherwise within 10 days of receipt of the assets of CONTROP into his possession, and has provided within this period evidence to the satisfaction of CONTROP to substantiate his claims.

10.3. The supplier is responsible towards CONTROP for the assets of CONTROP, for safeguarding them and for their proper maintenance, and for any loss or damage to the assets of CONTROP (except for normal and reasonable depreciation and wear resulting from use that the supplier was entitled to make of the assets of CONTROP) for whatever reason, whether it was caused by negligence of the supplier or not, whether the damage was caused by the supplier himself or by his employees, or whether it was caused by any third party.

11. Knowledge Belonging to CONTROP

Regularization of the intellectual property rights of CONTROP.

"Knowledge"—any technological, commercial or other information, trade secrets, other intellectual property, which can include, without detracting from the generality of the abovementioned definition, inventions, patents (whether registered or not), discoveries, techniques, methods, data, engineering know-how, biological and chemical knowledge, information concerning production procedures, production methods, testing methods, specifications, blueprints, diagrams, print-outs, lists of parts, news, plans, passwords, symbols, codes, enhancements, improvements, inventions, know-how, concepts, trade names, details or any other information, whether it is written information, oral or in any printed, optical, electronic or other media.

"Previous knowledge"—knowledge that was in the possession of any party to this agreement, or knowledge that was acquired, received or developed outside of the framework of this order.

"New knowledge"—knowledge that was developed by the supplier in the framework of this order and/or as a result of it.

"Intellectual property"—intellectual property in all its different forms, including knowledge, concepts, inventions (whether they are eligible for a patent or not), patents, patents pending, copyrights, surveys and so on.

11.1. Rights of possession of CONTROP of previous knowledge

Any previous knowledge that was provided by CONTROP to the supplier shall remain the possession of CONTROP. Any previous knowledge of the supplier shall remain his possession.

Any rights, including intellectual property rights to new knowledge, shall belong exclusively to CONTROP. In order to remove any doubt, CONTROP shall be entitled to use them in any way it sees fit and without any limitation, including to duplicate, to amend, to distribute and to permit use of them.

The supplier shall be entitled to make use of the previous knowledge of CONTROP and the new knowledge solely for the purpose of implementing the order and not for any other purpose. The supplier has no and shall have no right and/or demand, and/or claim of any sort regarding the rights, including the rights to intellectual property, to the new knowledge, and/or the previous knowledge of CONTROP.

It is agreed that all rights to the new knowledge are the property of CONTROP and that the supplier shall have no claims in connection with ownership of the knowledge. The supplier undertakes to assist CONTROP in every way to protect its rights and shall mark the previous and the new knowledge as the property of CONTROP and shall safeguard it as specified in section 12 that follows.

11.2. License to CONTROP regarding the previous knowledge of the supplier

The supplier shall grant to CONTROP a license, worldwide, which is not exclusive, to use the previous knowledge of the supplier in connection with the order and relevant to the order, as necessary for realizing the products of the order in any field, including development, production, marketing and sale of the products and/or technology. The license shall be irrevocable, not time-limited, shall be able to be transferred to a third party and it shall be possible to grant sub-licenses derived from it. In return for the previously mentioned license CONTROP shall pay the supplier an amount to be agreed between the parties, all in accordance with an agreement in good faith and according to what is commonly accepted in the market.

12. Safeguarding the Knowledge of CONTROP

12.1. The supplier shall be responsible to CONTROP for the safeguarding of the knowledge of CONTROP as specified in the previously mentioned section 11 and for its proper maintenance.

12.2. The supplier undertakes to maintain the secrecy of the knowledge of CONTROP as mentioned in section 11 above, as well as any information and documents connected with the implementation of this order, which come into his possession during or resulting from its implementation

Repeating the previous section

12.3. The attention of the supplier is drawn to clause 118 of the penal code regarding the discovery of breach of contract and to clause 119 of the penal code regarding discovery of breach of confidence and that violation of the directives of section 11.2 above could constitute a violation of these clauses.

12.4. CONTROP is entitled at any time to provide the supplier with directives regarding the security rules or security arrangements to ensure the safeguarding of the aforementioned.

12.5. The supplier undertakes to bring the aforementioned to the attention of all his employees, including subcontractors and he shall be responsible that all of them shall maintain secrecy as mentioned in this section.

13. Return of Assets and Knowledge of CONTROP

13.1. At the conclusion of implementation of the order or with its cancellation, for any reason or at the request of CONTROP, whichever is soonest, the supplier shall return to CONTROP, at his own expense, immediately, all according to the particular matter, to a place and at a time to be determined by CONTROP without the supplier having the right to set off or delay, all the assets of CONTROP as well as the knowledge of CONTROP that was provided to him and/or is in his possession in good condition and fit to be used.

13.2. In the event of partial cancellation or reduction of the order, the supplier shall act in accordance with section 13.1 regarding those assets of CONTROP and that knowledge belonging to CONTROP, which as a result of the reduction or partial cancellation of the order, he has no need for.

14. Changes at the Request of CONTROP

14.1. An authorized entity at CONTROP is entitled to request changes in the work at any time prior to completion of the work and this by means of dispatch of notification in writing to the supplier specifying the nature of the requested change.

14.2. Within 30 days from the date of dispatch of the notification of change, the supplier shall inform CONTROP in writing whether the changes have any effect on any condition of the order and shall detail his position and demands.

15. Patents and Copyrights

15.1. The supplier hereby affirms and undertakes that any use of items and/or knowledge developed by him during the implementation of the work do not violate the patent rights and/or copyrights and/or trade secrets and/or any other intellectual property of any third party and that he is the proprietor or license holder, or that he has the right to make use of the patents and/or copyrights and or trade secrets and/or any other intellectual property required to implement the work and/or the order.

15.2. The supplier shall compensate CONTROP and its customers, for any expense and/or damage and/or loss of any kind or type (including legal expenses and lawyers' fees) incurred as a result of violation of one or more of the aforementioned obligations in section 15.1 above.

15.3. Repeat of previous section

15.4. Repeat of previous section

15.5. The supplier shall ensure that also in the event of a claim regarding violation of copyrights, CONTROP and its customers shall have the right to continue to utilize, to possess and to sell the goods. Alternately, the supplier shall replace the goods involved in the violation with identical goods that do not violate; or

He shall amend the goods so that they no longer violate the rights of third parties, by supplying goods of the same type; or

He shall refund to CONTROP all the amounts paid to the supplier.

16. The Rights of CONTROP in the Event of Breach

16.1. In any instance of the supplier failing to comply with one or more of his obligations regarding the order, CONTROP shall be entitled to cancel all or part of the order, at its discretion. The aforementioned shall not prevent CONTROP from enjoying any other and/or additional relief to which it is entitled under terms of the order and/or by any law.  

16.2. CONTROP shall be entitled in addition to cancel the order immediately in the event of bankruptcy of the supplier, a request for declaration of bankruptcy and/or

a request to freeze proceedings, dissolution of the supplier or request for dissolution served against the supplier or any event indicating the insolvency of the supplier.

16.3. Without detracting from the rights of CONTROP and the remedies available to it under these conditions and/or by any law, should CONTROP cancel the order as a result of a breach by the supplier, the supplier shall not be entitled to any additional payment regarding the order and the supplier shall reimburse to CONTROP any amount paid on account of this order, with the addition of linked interest in the sum of 7% annually from the date of payment to the supplier until the date of the actual return of the amount to CONTROP.

16.4. In the event of cancellation of the order entirely or partially, CONTROP shall be entitled to order that same part of the work that was cancelled from another source and to debit the supplier for the full costs of the work ordered from another source, in addition to the full expenses incurred by CONTROP as a result including damages and/or losses of any sort or type.

16.5. In any event of non-compliance with the schedule, the supplier shall pay CONTROP late fees as specified in the order documents and this without detracting from any right and/or other remedy available to CONTROP under these general conditions or by any law.

16.6. The supplier shall notify CONTROP in writing regarding any delay in complying with the schedule and/or any possibility of delay together with the reasons for it, the estimated date for complying with the obligation that was delayed, and this immediately he becomes aware of a possible delay, and also the means he intends to utilize in order to overcome the delay. CONTROP is entitled to demand at its sole discretion that the goods be delivered by the fastest means of transport at the expense of the supplier.

17. Cancellation of the order at the discretion of CONTROP

CONTROP is entitled, in the event the supplier fails to abide by his obligations to it according to these general conditions, or in the event of cancellation towards CONTROP, at its discretion, at any time it sees fit, to cancel the order, totally or partially, by means of notification in writing to the supplier. In this event the following directives shall apply:

17.1. When the notification is received the supplier shall act in accordance with the contents of the notification.

17.2. The supplier shall take action to reduce his expenses as a result of total or partial cancellation of the order.

17.3. The supplier shall return the assets and knowledge to CONTROP.

17.4. The supplier shall deliver to CONTROP at its request the items whose production has been completed fully or partially.

17.5. For work and/or items and/or services that have been completed and delivered to CONTROP, the supplier shall receive from CONTROP the price determined for them in the order. For items and/or work and/or service that have not been supplied as a result of the cancellation of the order, CONTROP shall pay the direct reasonable expenses actually incurred by the supplier until the date of receipt of the cancellation notification, as a result of the obligation to supply them to CONTROP.

17.6. CONTROP shall be entitled to delay payments due to the supplier according to this section until it receives the items, assets and knowledge of CONTROP, which the supplier is obliged to return to CONTROP.

17.7. To avoid any doubt it is hereby emphasized that that the supplier shall not be entitled to any other compensation as a result of cancellation of the order, entirely or partially, except for the payments specified in this section.

17.8. The supplier shall return to CONTROP any payment made to him on account of items and/or work and/or services that were not supplied.

17.9. The supplier undertakes to abide by all the directives of this section in his business arrangements with his subcontractors.

18. In the event that CONTROP is obliged to do so under terms of an agreement with a third party, without detraction from the aforementioned in section 17 above, CONTROP shall be entitled to request, at its sole discretion, by a notification in writing, that the supplier halt the implementation of the order (the implementation of the work and/or production and supply of the goods) for a period of up to 90 days from the date the notification of the pause was delivered to the supplier, and for any further period of time agreed on between the parties and all in accordance with an agreement with a third party as previously mentioned.

During the interruption, CONTROP shall act in one of the following manners:

To cancel the pause by means of a notification in writing to the supplier; or

To cancel the order in accordance with these general conditions; in this case the conditions specified in section 17 above shall apply regarding payment to the supplier.

19. Set-off

19.1. CONTROP is entitled to set-off any amount due to it from the supplier according to this agreement or what it is entitled to from the supplier, based on any other agreement or by any law, from the amounts the supplier is entitled to according to this agreement. CONTROP shall notify the supplier of its intention to perform a set-off.

19.2. CONTROP shall be entitled to delay payments to the supplier that are owing to the supplier from the funds of CONTROP, and this if the supplier does not abide by

his obligations according to this agreement or any other agreement. For the delay of payments as previously mentioned no linkage and/or interest shall be paid.

 

20. Prohibition to Forward the Order

The supplier is not entitled to forward the order totally or partially, directly or indirectly to another supplier and the supplier is also not entitled to enter into a contract with another supplier to totally or partially implement the order, without receiving the agreement in advance, and in writing from CONTROP. Any such agreement, if granted, shall not create contractual relations directly between CONTROP and the other supplier and the original supplier shall remain responsible towards CONTROP for implementation of the order.

21. Waiver

No waiver, refraining from action or extension provided by one party to the other shall be considered as a waiver of the rights of that party by any law or according to the order, unless that party specifically waives that right, and in writing. It should be emphasized that any such waiver shall only be valid if it was granted by authorized signatories, who had signed the order, or their replacements.

22. Liability for Damages

22.1. The supplier shall be responsible for any damage and/or loss caused during implementation of the work and/or use of the items, to the person and/or property of any person. This responsibility is in addition to any responsibility in the matter under discussion that applies to the supplier by any law.

23. Insurance

23.1. In order to ensure the fulfillment of the obligations of the supplier according to aforementioned sections 9 and 20 and without detracting from any other obligation according to this order, the supplier shall take out insurance, at his expense, for the assets of CONTROP for their full value against all risks and the supplier shall insure his liability according to section 24 following. The insured parties shall include in addition to the supplier, CONTROP, CONTROP employees and people working on its behalf.

23.2. Without detracting from the liability of the supplier, CONTROP is entitled to demand from the supplier that prior to signing any insurance contract as mentioned in section 24.1 above, he should receive the agreement of CONTROP to the extent of the insurance coverage and the other conditions of the insurance. Moreover, and without detracting from the previous generality, CONTROP shall be entitled to demand that in the insurance of the assets of CONTROP it should be stated in the policy that all payments due shall be made directly to CONTROP. The supplier shall at the first request deliver to CONTROP the insurance contract and receipts showing current payments of the insurance premiums.

24. Refrainment from Manufacturing Items of the Type in the Order for Other Customers of the Supplier

The supplier undertakes not to manufacture and not to supply to any other person or party other than CONTROP items or parts of items that are the subject of the order, while utilizing the knowledge of CONTROP, unless he has received approval for this in advance and in writing from CONTROP and subject to conditions to be agreed on with CONTROP.

25. Miscellaneous

25.1. Silence or agreement of one of the parties regarding a deviation from the directives of the order in one particular instance, shall not constitute a precedent and no analogy shall be learned from this in connection with any other case.

25.2. The signing of this order by the parties voids any other document, agreement or memorandum of understanding, orally or in writing in connection with this order and which was drawn up or agreed on prior to the signing, except for those documents specifically mentioned in the order, which shall remain valid.

25.3. The supplier shall not use as collateral and/or mortgage any item that is the property of CONTROP.

25.4. Any notification regarding the order shall be given in writing and shall be hand-delivered or sent by registered mail according to the addresses specified in the order; a notification delivered by registered mail, shall be considered to have been received by the other party 72 hours after dispatch.

25.5. The supplier shall obtain at his responsibility and expense all the permits and licenses required to operate his business in general, and to implement the order in particular.

25.6. In any event the accumulated and general liability of CONTROP in connection with these general conditions shall not exceed the sum of the order paid to the supplier by CONTROP.

26. Export Licenses

26.1. The fulfillment of the obligations of CONTROP according to this agreement is contingent on the supplier obtaining, at his expense, any export license required to supply products to CONTROP and for the use of the products by CONTROP.

26.2. The supplier undertakes to take care, at his expense, of obtaining any license (whether Israeli or foreign), including re-export licenses, brokerage licenses and any other approval and to perform all the procedures, customs and others, required to enable CONTROP to receive and export, including re-export, the product by CONTROP and its customers whose identities were provided to the supplier.

Without detracting from the obligations of the supplier mentioned previously, the supplier shall inform CONTROP at all times regarding licenses and additional approvals required and their statuses. Without detracting from the aforementioned, the supplier shall report to CONTROP within 30 days of receiving this order regarding the various supervision regulations applying to the product and/or services (and shall state the relevant classification of the product, clause in the list of equipment, USML, ECCN, category etc.) including sub-categories. In the event the product and/or services provided by the supplier are exempt from licensing and/or free of supervision of export (including re-export) this shall be specified in writing by the supplier. With the receipt of the previously mentioned license, the supplier shall notify CONTROP in writing of the number of the license and its limitations. The supplier shall notify CONTROP from time to time regarding the above at the request of CONTROP. The supplier alone shall be responsible for the veracity and validity of any document signed by the supplier and shall compensate CONTROP for any damage incurred as a result of any such document.

26.3. Without detracting from the aforementioned in this order, the supplier hereby undertakes to refrain from approval or presentation of any type, whether in writing or orally, any form of use/end user approval without the specific approval of CONTROP in writing and in advance.

26.4. Despite the aforementioned in the supply conditions contained in this order, in all matters concerning export supervision regulations, the supplier shall be considered the exporter until the supply of the product to CONTROP.

 

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