STANDARD SALE CONDITIONS
“We” are Stepac L.A Ltd., “You” are anyone to whom we are supplying goods.
We have provided a confirmation of your purchase order ("Order Confirmation") and agreed to supply the goods referenced therein (the "Goods"). The Order Confirmation incorporates these standard sale conditions (except where they are specifically amended in the Order Confirmation) and
• a specification of the Goods and any incidental services: if not, our standard specification will apply
• the price agreed
• the delivery or collection details.
That is the whole of our agreement for this supply and supersedes any previous agreement We may have had in relation to it. No variation to the agreement is valid unless it is in writing and is signed by authorised representatives of both of us.
By placing an order with us, You are deemed to accept that these conditions shall apply to and govern any contract between us to the exclusion of all other terms and conditions (including any terms or conditions which You purport to apply under any purchase order, confirmation of order or other correspondence or documentation).
We are responsible for making the supply to You but We may arrange to do so through agents or subcontractors.
You must not assign the benefit of the agreement without our prior written consent, which will not be unreasonably withheld.
2. CANCELLATION AND VARIATION
You may cancel your order at any time before the supply is made. If You do, You are to pay us on demand a reasonable cancellation charge which takes into account all work We have done under the agreement, all costs We have incurred and any costs We are committed to pay, and our loss of profit.
If You ask us to vary your order and agree with us an appropriate variation to the price and to the time scale for delivery, We agree to make the supply in accordance with those variations. We may vary the price by an amount sufficient to cover any significant increase in the cost of materials or other costs We incur to fulfil your order. We may also substitute suitable alternative materials for any referred to in our Order Confirmation which are not available or, if no suitable materials are available, advise You of the estimated delay in fulfilling your order. If We are unable to fulfil Your order within a reasonable time due to materials being unavailable for reasons beyond our reasonable control, We may cancel the order with no further obligation to You.
Unless otherwise stated You are to pay, in addition to the agreed price:
• applicable VAT and any other tax, including import and export customs, imposed on the supply of the Goods and/or the Goods
• the cost of packaging, carriage and insurance
• the cost of any artwork, origination and printing stereos, the cost of tooling specifically required and die cutting costs
We will invoice You once the Goods have been manufactured. You are to pay the invoice according to the agreed payment terms set forth in the Order Confirmation without set-off or counterclaim. If You have a claim against us, You must notify us of it promptly and make all reasonable efforts to resolve the dispute amicably.
We are not obliged to supply any Goods or services to You while any payment is overdue on this or any other agreement We may have with You.
If any payment is late We may charge You interest at the rate of 3% above the base rate from time to time of Bank of Israel on any overdue payment from the due date for payment until the date payment is made and charge You for all costs We incur in recovering the outstanding payment.
We may set off any sums owed by You to us against any sums owed by us to You.
In the event that, within 7 [seven] days of Delivery, You fail to notify us in writing, designating the number of the relevant invoice, of the existence of purported non-conformity with a purchase order or damage to the Goods, You shall be deemed as having accepted the Goods. Upon acceptance of the Goods, you shall have no future claim as to non-conformity or damage and subject to section 6 below, will in no circumstances be entitled to return the Goods, receive a refund of purchase price or any other remedy.
6. WARRANTY AND DEFECTS
We warrant to You that the Goods will be free from any material defect due to faulty materials and workmanship and that any services will be provided with reasonable skill and care as follows:
Goods that are BOPP or Polyethylene based for a period of 12 months from Delivery; and
Goods that are polyamide based for a period of 24 months from Delivery
(the "Warranty") so long as:
• You give us full details of any defect immediately it becomes apparent;
• the Goods have not, in our view, suffered excess wear and tear by improper or careless use or storage, excessive stressing, improper installation, or the like; and
• the Goods have been stored, handled and/or used in compliance with our instructions or documentation.
Our sole responsibility under the Warranty shall be to replace or repair the Goods free of any additional charge.
All warranties, implied or expressed, including without limitation any implied warranties of merchantability or fitness of purpose are hereby disclaimed. Subject to the limited Warranty in section 6 above the Goods are sold on an as is basis.
You undertake to indemnify and hold us harmless from and against all liabilities, losses, damages, costs, charges, expenses (including without limitation legal fees and expenses on a full indemnity basis), actions, proceedings, claims and demands incurred by or brought against us:
• arising directly or indirectly out of or in connection with any breach of any of your obligations under any contract or any wilful default or negligence on your part or on the part of any of your officers, employees or agents in relation to the Goods; or
• resulting from our acting reasonably in accordance with your instructions (including, without limitation, any claim from a third party that We have infringed any intellectual property rights in the work carried out).
The Goods may not be suitable for use with all produce for all filling or dispensing conditions. We cannot and do not therefore warrant that the Goods will be fit or suitable for the intended application. It is recommended that You satisfy yourself that the produce is compatible both with the raw materials from which our Goods are made as well as the Goods themselves. Prior to introducing the use of our Goods to a commercial application, You should conduct all appropriate tests to identify and prevent problems resulting from environmental stress cracking, dimensional changes, chemical attack, changed mechanical properties, the effect of temperature and temperature changes and other relevant factors. You should also verify that the fit of the Goods to its container is satisfactory, that the Goods are compatible with filling conditions, that the flow rate and flow characteristics of the Goods meet your requirements and that the Goods are suitable for the expected distribution and storage conditions. For the avoidance of doubt, We accept no liability whatsoever for any loss or damage, injury or death caused as a result of your failure to observe any of the aforementioned precautions.
7. DELIVERY OR COLLECTION
We are to use reasonable endeavours to have the Goods ready when agreed, but this is only an estimate of the delivery or collection date and We shall not be responsible for any damage of any kind resulting from any delay. You can only refuse to accept delivery after that date if
• after the date of our Order Confirmation You have sent us a written notice specifying a deadline date and
• We have specifically accepted that deadline date in writing.
We are delivering Goods to You Ex Works ("Delivery"), unless agreed otherwise in writing. You are responsible for unloading them. Where You fail to take Delivery or collect Goods in accordance with the agreement, You must pay on demand our storage and additional carriage costs.
You have no right to reject Goods if they vary from the specification and that variation is not material to their use or functionality or is a variation in quantity which is within 10% of the quantity ordered (but We will in this case adjust the price to take account of the variation).
We decide the appropriate method of packaging. Packages and wrappers are free and non-returnable.
9. CUSTOMER APPROVALS
Where We supply proofs, printing details, artwork or other specimens for You to approve as complying with your order You must do so promptly and in writing. We are not responsible for any delay You cause. Our obligation is to supply the Goods in the form You approve. We are not responsible for any errors which You do not identify in writing at the time You give your approval.
All prices We give You for printing are made subject to our receiving suitable copy matter, and are on the basis that We can use our standard range of ink colours. Any deviations may result in an extra charge being made.
10. PASSING OF RISK AND TITLE
Unless agreed otherwise in writing, You will assume all risks regarding the Goods from the date of Delivery onward.
Title to the Goods, excluding to the Intellectual Property (as defined below) will transfer to You only upon actual receipt by us of the full purchase price thereof, until such time:
• You hold the Goods as our fiduciary agent, must clearly identify the Goods (and any new product into which they are incorporated) as our property, and keep them properly stored and insured; and
• We may enter your premises at any time to repossess the Goods if You fail to pay the price and other payments when due or We reasonably believe that You will not be able to pay the price and other payments when due; and
• We own all Intellectual Property (as defined below) in the Goods created under this agreement. Where necessary, You are to assign or procure the assignment of all such rights (including moral rights) to us. We do not grant You the right to use any intellectual property in the Goods, except as expressly set out in the specification of the Goods. If the Goods can be used as part of a system protected by a patent, We give You no right to use the system unless You buy the other components of the system from us, and may enter your premises at any time to repossess the Goods if You fail to pay the price and other payments when due or We reasonably believe that You will not be able to pay the price and other payments when due.
For the purpose herein the term "Intellectual Property" shall mean patents, trademarks, copyrights, designs, trade secrets, inventions and any other intellectual or industrial property rights, whether registered or not, and all know-how and goodwill in connection with the Goods.
• You acknowledge that you have no right, title or interest to the Intellectual Property.
We may terminate this agreement immediately on notice if We reasonably believe that You will not be able to pay the price or other payments when due and in that event We have no further liabilities under the agreement.
Samples, descriptions, illustrations, forecasts, brochures and other literature We may have supplied show only the general character of the Goods and must not be relied on.
We do not seek to exclude or restrict our liability for death or personal injury caused by our (i) negligence or (ii) fraud.
Where We or our employees or agents negligently damage your property when delivering Goods, our total liability to You in respect of an event or series of connected events is limited to $500,000.
In respect of any other claims our liability is limited to any direct loss or damage up to the amount of the price paid for the Goods giving rise to the claim.
In no event shall We be liable to You or any third-party for any special, indirect, incidental or consequential damages (including. without limitation, loss of business, revenue, opportunity or profits, anticipated savings or wasted expenditure, corruption or destruction of computer data) in connection with, or as a result of, the sale, performance, non-performance, delivery, or non-delivery of the Goods, and You shall indemnify and hold us harmless from any and all such claims of damage.
We shall not be liable for any default or delay hereunder if caused, directly or indirectly, by acts of God, the elements, fire, explosion, labor disputes, accidents, any governmental action, prohibition or regulation, shortage or breakdown of or inability to obtain or non-arrival of any labor, material or products used in the manufacture of the Goods, failure of any party or third-party to perform any contract with us, or from any other cause whatever beyond our control (“Force Majeure Conditions”). If a Force Majeure Condition prevents, delays or otherwise interferes with delivery or completion of the Goods which would cause the cost of the Goods to exceed the total purchase price thereof, We shall be under no obligation to deliver the Goods unless You agree to pay the additional costs incurred by us in connection with such Force Majeure Condition to complete delivery of the Goods.
No benefits are to be conferred on any third party by this agreement.
If part of this agreement is invalid or unenforceable that does not affect the remainder. Invalidity or unenforceability in one jurisdiction does not affect validity or enforceability in another.
Where You leave any of your property with us You do so at your own risk. You must get a receipt for it.
No waiver by us of any breach of the contract by You shall be considered as a waiver of any subsequent breach of the same or any other provision.
We are to own all intellectual property created under this agreement. Where necessary, You are to assign or procure the assignment of all such rights (including moral rights) to us.
Unless You object in writing, We may put your name and other details into a computerised directory. This will be only for our use and that of any other company within the Johnson Matthey Plc group worldwide.
This agreement and its subject matter are confidential and must not be disclosed to any person without our permission.
Provisions relating to warranties, limitation of liability, intellectual property, confidentiality and obligations on termination survive termination or expiration of the agreement.
The laws of the State of Israel govern these Standard Sale Conditions, and the competent courts of Tel Aviv Israel shall have sole and exclusive jurisdiction in connection with any dispute or claim arising hereunder. Notwithstanding the aforementioned, We shall be entitled to instigate proceedings against You in the territory or place of alleged infringement of this Agreement.