Terms & Conditions

 

For the purpose of this document, the following definitions shall apply:

 

Conditions
The conditions set forth herein under this document.

 

Purchaser
CONTROP Precision Technologies Ltd. / CONTROP USA Inc.

 

Supplier
the Supplier from whom the Purchase Order is placed.   

 

Party(ies)
the Purchaser and/or the Supplier.

 

Item
The subject of the order (material, goods or services), whatever the quantity and variety may be.

 

Customer
the Purchaser's Customer, to whom the Item is sold by the Purchaser, either as such or incorporated as such in the final product or worked and incorporated in the final product.

 

Delivery Date
the agreed date of delivery specified according to the Purchase Order.

 

Day/Week/Month
unless mentioned otherwise, a day/week/month shall always be a calendar day/week/month.

 

Delivery Site
Shall be in accordance with Purchaser's requirements specified herein.

 

Price Proposal
the Supplier's price proposal which becomes the subject of the Purchase Order.

 

Purchase Order
the Purchase Order and amendments (if applicable).

 

Special Terms & Conditions
Special  Conditions that take exceptions (temporary or permanent ) to these General Terms & Conditions. These Special  Conditions must be agreed upon by the Parties in writing and denoted as such.

 

Technical Specification
Technical Requirement of the Item defined in a written Technical Specification document or any other agreed upon way.

 

1. General
1.1. This document shall be referred as an integral part of the Purchase Order and shall be binding. Only the Special Terms & Conditions may impose any exceptions to the General Terms & Conditions.
1.2. Headings shall be used for convenience only and shall not govern and/or be used for interpretation of these General Terms & Conditions.
1.3. Only a duly signed Written Purchase Order shall bind the Purchaser.
1.4. These General Terms & Conditions shall constitute the entire agreement between the Parties and supersede any prior agreements/communications/understandings (written or oral) concerning the subject of this Purchase Order.
1.5. In the event of any breach of these General Terms & Conditions, the Purchaser shall have the right to give the Supplier a written notice of termination of whole or part of the Purchase Order and to be refunded and /or compensated for actual damages caused by or as a consequence of this termination. This right is in addition to, and without derogating from any other rights, remedies and liabilities under this document and/or at Law.
1.6. Any waiver allowed by the Purchaser to the Supplier shall not constitute  a precedent or invalidate any other contractual provisions or prevent the Purchaser from exercising the Purchaser full rights.
1.7. Supplier shall nor be entitled to any compensation or cost reimbursement by the Purchaser for any activities not formally ordered by the Purchaser.
1.8. The information contained in this document is considered by the Purchaser as Proprietary Information. No person may use this information without prior consent by Purchaser, and in connection with the subject matter of the Purchase Order only.

 

2. Delivery, Packing and Shipment
2.1. All deliverables shall be delivered DDU (INCOTERMS 2000) to the Delivery Site, unless specified otherwise.
2.2. All deliverables shall be packed  in accordance with the packing requirements as detailed under the Technical Specification document and Purchase Order.
2.3. Deliveries shall be in accordance with the Delivery Schedule Table in the Purchase Order.

 

3. Inspection and Acceptance
3.1. All Deliverables/Services to be performed hereunder shall be subject to inspection, surveillance and test at all times and places by the Purchaser or his designees.
3.2. Each Item shall be delivered with a duly signed ATR & COC.
3.3. All Deliverables/Services to be performed hereunder shall be accepted in the Purchaser facilities by a Purchaser official representative. Only after approval, Risk & Title shall be transferred to the Purchaser.
3.4. In case any of the deliverable items do not conform to the Technical Specifications, the Purchaser shall be entitled to all remedies as provided by Law, and in addition thereto shall have the right to do one of the following : (i) to accept nonconforming items subject to an equitable price reduction; (ii) to replace or correct nonconforming items and charge the Supplier the cost occasioned to Purchaser thereby;(iii) to recover any and all expenses, costs, price reductions paid, incurred or suffered by Purchaser as a result of such holding, return, replacements, corrections, reductions or rejections of nonconforming items; (iv) to terminate the Purchase Order as provided under the "Termination for Default"article herein.

 

4. Prices, Payments & Invoices
4.1. Purchase Order prices shall be stated in United States Dollars, unless otherwise specified in the P.O.  Purchase Order prices shall be the sole consideration due from Purchaser to Supplier in respect to the deliverables/services to be furnished by the Supplier to the Purchaser under the Purchase Order.
4.2. Prices stated under the Purchase Order shall remain valid for twelve (12) months, starting from the day of signature and approval of the Purchase Order.
4.3. For each payment the Supplier shall submit the following documents:
4.3.1. One (1) original commercial invoice marked " Original".
4.3.2. Three (3) copies of the commercial invoice marked " Copy".
4.3.3. Duly signed ATR for each Item.
4.3.4. Duly signed Airway Bill (if the P.O. is executed from Overseas).
4.3.5. An advance Payment Guarantee (when applicable).
4.4. All payments shall by made by cheques or by electronic tranfer.
4.5. Payment terms shall be net sixty (60) days after the presentation of the documents specified under article 4.3 herein.
4.6. Prices shall be in accordance to the Price Table in the Purchase Order.
4.7. Payment shall be in accordance to the Milestone Payment Table in the Purchase Order.

 

5. Taxes and Duties
5.1. Supplier shall, in respect to Supplier's performance of Supplier's obligations under the Purchase Order, pay and bear all taxes, duties, customs, charges, and other assessments of any kind imposed or asserted by any governmental authority.

 

6. Liquidated Damages for Delays
6.1. In the event that Supplier fails to (i) deliver any Deliverable, (ii) perform any Service and/or (iii) perform any other task or achieve any milestone hereunder in accordance with the Delivery Schedule and in full conformance with all the requirements of the Purchase Order, Supplier shall pay to Purchaser, as liquidated damages (and not as a penalty), (a) one half percent (1/2%) of the Purchase Order of such Deliverable, Service, item, task or milestone for each of the first  four (4) weeks of delay and (b) one percent (1%) of the Purchase Order of such Deliverable, Service, item, task or milestone for each additional week of delay, up to a maximum of ten (10%) percent of the Purchase Order of such Deliverable, Service, item, task or milestone.

6.2. Such liquidated damages shall be immediately payable by Supplier upon Purchaser’s demand.  Purchaser may, at its option, deduct such liquidated damages from payments due by Purchaser to Supplier or draw upon the Advance Payment. 
6.3. Purchaser's rights and remedies under this Article are in addition to all of its other rights and remedies available under this Purchase Order or at law or in equity.

 

7. Termination for Default
7.1. Purchaser may, by written notice to Supplier, terminate all or any portion of this Purchase Order for default in the event that Supplier:
7.1.1. fails to perform any of its obligations under this Purchase Order in strict compliance with all technical requirements and/or the Delivery Schedule; or
7.1.2. fails to deliver any Deliverable, perform any Service and/or achieve any milestone within the time specified herein or any extension thereof granted by Supplier in writing; or
7.1.3. breaches any other  material term and/or condition of the Purchase Order;
and, in such circumstances, Supplier does not cure such failure and/or breach within thirty (30) days (or within such longer period as the Parties may agree in writing) after receipt of Purchaser 's notice of termination specifying such failure and/or breach.
7.2. In addition to the grounds for terminating the Purchase Order set out in Sub-Article 7.1 above, either Party may by written notice to the other Party immediately terminate the Purchase Order for default in the event of:
7.2.1. a suspension of the other Party’s business operations; or
7.2.2. the other Party's insolvency; or
7.2.3. the institution of bankruptcy, reorganization, arrangement or liquidation proceedings by or against the other Party (whether voluntary or involuntary and whether in complete or partial liquidation or reorganization); or
7.2.4. the appointment of a trustee or receiver over the other Party's property or business; or
7.2.5. any assignment, reorganization or arrangement by the other Party for the benefit of its creditors.

 

8. Termination for Convenience
8.1. Purchaser may at any time throughout the term of this Purchase Order by giving Supplier written notice, terminate all or any portion of this Purchase Order ( or any Purchase Order issued hereunder,) or Purchaser’s convenience.
8.2. In such event, Supplier may submit a claim for compensation for the cost incurred by Supplier for Products supplied under the terms of this Purchase Order and reasonable costs incurred with respect to termination and settlement with vendors/subcontractors as a consequence of the termination. Upon Purchaser's approval of the said compensation claim, Purchaser shall pay Supplier the aforesaid compensation within ninety (90) days following submission of the claim.
8.3. Except for Supplier 's termination claims expressly provided for in accordance with this Article, Purchaser shall not be liable for any loss or damage suffered by Supplier as a result of any termination for convenience of the whole or any part of this Purchase Order and Supplier shall indemnify Purchaser against any claims made against Purchaser by any subcontractor or supplier of Supplier as a result of such termination.

 

9. Force Majeure
9.1. Neither Party shall be responsible for delays caused by conditions beyond the reasonable control of the Parties including but not limited to acts of God, civil insurrections, general labor strikes, unusually severe weather, or conditions beyond the reasonable control of the delayed Party. In such events constituting Force Majeure, the Delivery Schedule shall be adjusted equitably upon formal and approved explanation of such Force Majeure events. For purposes of clarity, a delay in the receipt and maintenance of all required governmental permits, export licenses, authorizations (including but not limited to required End User Certificates) shall be deemed a Force Majeure.

 

10. Warranty
10.1. Supplier warrants to the Purchaser that the Deliverables and Services furnished hereunder will conform to the requirements of the Purchase Order (including, without limitation, the Specifications) and that the Deliverables will be merchantable, fit for their intended purposes and free from any defects of design, material and workmanship.  Supplier further warrants that the Deliverables are new (and not reconditioned) and have not been used for any other purpose except the performance of the Acceptance Tests. Supplier further warrants that the Deliverables are fit for the ordinary purposes for which they are used and are at least of the highest quality as compared to products sold by Supplier to other Buyers. Purchaser's approval of designs or specifications furnished by Supplier shall not relieve Supplier of its obligations under this warranty.
10.2. In the event of non-compliance of any Deliverable with any of the warranties set forth herein, which non-compliance is discovered within the Warranty Period (hereinafter defined), Supplier shall, at Purchaser's option, repair or replace said Deliverable.
10.3. "Warranty Period " shall be for a Period of Twelve (12) Months following Purchaser's acceptance of the item, unless specified otherwise.
10.4. During "Warranty Period " Supplier shall repair malfunctioning items within three (3) weeks from the date item/s is/are received in the Supplier's facilities.
10.5. Supplier shall support its deliverable items (including, but not limited to, relevant Spare Parts and Technical Personnel) for a period of ten (10) years following items delivery to the Purchaser.

 

11. Patent Indemnity
11.1. Supplier shall indemnify and hold harmless Purchaser and the users of Purchaser's items against all claims, expenses, demands, suits, losses, and liabilities, including costs and attorney's fees, resulting from actual or alleged infringement commited by the Supplier of any patent, trademark, copyright, or trade secret, arising from or related to the use, sale, manufacture or disposal of the Deliverables.

 

12. Export License and Governmental Approvals
12.1. The Supplier shall be responsible for obtaining a valid Export License to support the Purchase Order. Each party shall be responsible to obtain his own government approvals in accordance to all required regulations.

 

13. Governing Law
13.1. The Purchase Order shall be governed by and interpreted solely in accordance with the laws of the State of Israel without giving effect to any conflict of laws provision thereof.
13.2. If no such amicable settlement can be reached, all disputes shall be referred to and decided exclusively by arbitration to be held in Tel Aviv, Israel in accordance with the rules of the ISRAELI INSTITUTE OF COMMERCIAL ARBITRATION (IICA).Any such arbitration proceedings shall be conducted in the English language.  The decision/award of the arbitrators shall be final and binding on the Parties, and judgment upon any such decision/award may be entered and enforced in any court in Parties countries and/or elsewhere having jurisdiction thereof.

 

14. Compliance with Laws
14.1. Supplier warrants and certifies that, in the performance of its obligations under the Purchase Order, the Supplier shall comply with all applicable statutes, rules, regulations and orders of the Supplier's country and of any state or local authority or political subdivision thereof.

 

15. Assignment
15.1. Neither the Purchase Order nor any duty, right, or interest set forth herein, may be delegated, assigned, or otherwise transferred in any manner by Supplier without the prior written consent of Purchaser.  The Purchaser shall be entitled, at any time, to assign or otherwise transfer all or part of the Purchaser's rights and obligations set forth in the Purchase Order to an affiliated or associated company or any third party involved with the Purchaser's Program.

 

16. Amendments
16.1. The Purchase Order can not be amended without the prior written consent of both Parties. If an amendment is required by either of the Parties, an amendment document shall be issued and duly signed by both Parties.

 

17. Precedence
17.1. In the event of any conflict between the clauses, exhibits, specifications or provisions which constitute the Purchase Order, the following order of precedence shall apply:
• General Terms and Conditions
• Statement of Work
• Specification

 

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NAME OF COMPANY – SUPPLIER

 

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DATE

 

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