1. GENERAL APPLICABILITY
1.1. These General Conditions of Sale shall be applicable to all sales documents, offers ,agreements, quotations, Order Confirmations, invoices, payment
reminders and deliveries by Dorot Management Control Valves Ltd. ("Seller") to the Buyer detailed in the Purchase Order ("Buyer"), that
constitute an integral part of the Agreement.
1.2. No other agreements, including Buyer's general terms and conditions, or other general conditions shall be applicable or set aside this Agreement,
unless expressly agreed to by Seller in writing.
1.3. Any conditions submitted, proposed or stipulated by Buyer in whatever form, whether written or oral, whether submitted in a later document or
contained in any Purchase Order, offer, acceptance or counter offer made by Buyer are hereby expressly waived and excluded, unless agreed to
by the Seller in writing.
1.4. In this Agreement, headings are for ease of reference only and shall not affect construction.
Throughout this Agreement, the following terms shall have the respective meanings set forth below:
"Agreement": These General Conditions of Sale, and any Order Confirmations, sales agreements, distribution agreements, agreements, offers, quotations,
invoices, payment reminders and deliveries between Seller and Buyer.
"Incoterms 2000": Incoterms 2000 Edition, published by the International Chamber of Commerce.
"Order Confirmation": a confirmation issued by Seller to Buyer as a response to a Purchase Order confirming the Products to be supplied by Seller,
including quantities, price, delivery terms and payment terms.
"Products": any product sold by Seller under Seller's products specifications.
"Purchase Order": an order issued by Buyer for the supply of Products by the Seller, including quantities and dates of delivery.
3. ESTABLISHMENT OF THE AGREEMENT
Any Purchase Order made by Buyer and any offer or quotation made by Seller shall bind Seller only after the issue by Seller of an Order Confirmation.
4.1. The prices of the Products shall be as specified in the Order Confirmation. The prices do not include the cost of shipment and insurance.
4.2. Prices are exclusive of local taxes, which will be added, where applicable, at the appropriate rate. Duties, taxes, fees, levies and other compulsory
payments, if any, shall be for Buyer's account, unless otherwise explicitly specified in writing between Seller and Buyer.
4.3. Seller may change the prices upon 60 days notice; the changes shall not apply on any issued Order Confirmation.
5.1. Delivery terms are subject to and shall be interpreted in accordance with the terms of Incoterms 2000.
5.2. Except as otherwise specifically agreed in writing by the parties, the Seller will execute delivery of the Products to the Buyer EX-Works Israeli Port.
For the clarification of any doubt, The seller will be responsible for the risk of damages to the Products up to the time of delivery to the Israeli port of
departure. The Buyer will be responsible for the risk of any damages to the Products from the delivery to the Israeli port of departure..
5.3. The delivery dates are intended as estimates only.
5.4. Seller may deliver the Products by installments and invoice Buyer for each such installment.
5.5. Seller is only responsible for delivering the Products to the location specified in the Order Confirmation.
5.6. Each delivery shall be considered as separate from other deliveries and the failure of any delivery shall not vitiate the Agreement as to others.
5.7. If delivery is delayed through Buyer's default or if Buyer declines or delays accepting delivery of the Products for more than three days from the
date of delivery, then in any such case Seller may (without prejudice to any other right or remedy available to it) do the following:
(i) sell the Products for Seller's account; and/or
(ii) claim from Buyer any costs and expenses directly incurred by Seller as a result of such delay; and/or
(iii) cancel the delivery of the Products in the consignment in question, or if it deems appropriate by Seller, cancel the Agreement as
regards to any Products that remain to be delivered under such Agreement.
Seller's rights under this Section shall not be prejudiced by the fact that any delivery has been effected after the stipulated time.
6. CHANGES AND IMPROVEMENTS
Seller may, from time to time, at Seller's sole discretion, improve or otherwise change the Products.
7.1. Payment shall be as provided in the Order Confirmation and in accordance with the payment terms stated in the Order Confirmation and on the
7.2. If any payment becomes overdue; or if before the fulfillment of this Agreement, Buyer shall suspend payment or give notice that it is about to
suspend payment of its debts; or commit an act of bankruptcy, whether voluntary or involuntary; or, being a company, shall be unable to pay its
debts, either in fact or in law; or have an order made or pass a resolution for winding up or liquidation (other than for the purpose of
reconstruction, merger or amalgamation); or have a receiver appointed; then, until payment in full thereof has been made or until Buyer has
fulfilled all its obligations, Seller may (without prejudice to any other right or remedy available to it):
- Withhold future deliveries of Products to Buyer until such default has been cured or Buyer's financial responsibility has been established to
Seller's satisfaction; and/or
- Require payment in advance as to future deliveries; and/or
- Require a payment guarantee by a parent or affiliate of Buyer; and/or
- Require the provision of a letter of credit or bank guarantee by an entity approved by Seller; and/or
- Demand return from Buyer of any Products under the Agreement for which payment has not been made; and/or- Cancel or terminate the Agreement, in full or in part, upon 10 (ten) calendar days written notice.
The Buyer shall be liable under the aforesaid circumstances for damages the Seller may suffer due to the above.
7.3. Without prejudice to any other right or remedy available to it, any default by Buyer to make any payment shall entitle Seller to all of the following:
- Calculated as of the invoice date, an interest of three months Euribor plus two percent a year on the amount in default; and
- Buyer shall reimburse all costs, including collection costs, incurred by Seller to recover all or part of claims from Buyer.
7.4. In the event of default in any payment by Buyer, Seller retains the right to collect the Products without warning, notice of default, or legal
intervention, such without prejudice to any Seller's other rights regarding such late payment.
7.5. Buyer shall not be entitled to withhold payment or to deduct from the price invoiced to it on the ground that it has a claim or set-off against
7.6. The remedies contained in this Section are (where applicable) cumulative and shall be in addition to any other remedies available to Seller under
8. RETENTION OF TITLE
Title to Products shall pass to Buyer once the purchase price is paid in full and risk of loss or damage to the Products shall pass to Buyer on delivery, in
accordance with the provisions of the agreed Incoterms 2000. Notwithstanding the aforesaid, it is clarified that Seller shall have no liability regarding the
Products once they are delivered to Buyer, except as specified in the Warranties and Claims and Limitation of Liability clauses.
9. INSPECTION AND COMPLAINTS
9.1. Buyer shall inspect the Products and packing materials as quickly as possible and to the extent that reasonably and/or customarily can be expected of
him. Defects noted by the Buyer in the Products and packing materials during this inspection shall be reported to Seller immediately, but in any case
at the latest within 10 (ten) days after delivery. To limit the damage, Buyer shall follow Seller's directions regarding the handling and storage of the
Products and packing material.
9.2. Buyer shall, in case of defective products, make sure that the whole consignment, in respect of which a claim will be lodged, remains available
for inspection by Seller; in case only part of the consignment is available for inspection, the same will constitute a waiver by Buyer of any claim
with respect to the other part of the consignment.
9.3. Buyer's failure to give notice of any claim within 30 (thirty) days from the date of delivery shall constitute a waiver by Buyer of all claims with
respect thereto and the Products delivered shall be deemed to be in all respects in accordance with the Order Confirmation.
10. SHIPPING INSTRUCTIONS
If Buyer's shipping instructions are delayed or provide for later delivery than the date set out in the Order Confirmation, Seller will store the Product for
Buyer at Buyer's expense.
11. FORCE MAJEURE
11.1. Neither party shall be liable in any respect for failure to perform hereunder if hindered, delayed or prevented, directly or indirectly for a reason
outside its reasonable control such as but not limited to, war, national emergency, terrorism, riot, inadequate transportation facilities, inability to
secure materials, supplies, fuel or power, shortage or non- availability of raw materials, plant breakdown, fire, flood, windstorm, explosion, accident
or other act of God, strike, lockout or other labour dispute, order or act of any government, whether foreign, national or local, whether valid or
invalid, or any other cause of like or different kind ("Force Majeure Event").
11.2. If either party is unable to perform its obligations hereunder due to a Force Majeure Event, or if either party considers it likely that it may become so
unable, then such party shall as soon as reasonably practicable, notify the other of the estimated extent and duration of such inability. If the Force
Majeure Event continues for a period exceeding 3 (three) months from the date of notification, then either party may end the Agreement, in part or in
full by registered letter and without legal intervention, without being liable for damages.
11.3. Seller, during any period of shortage due to a Force Majeure Event, may allocate its available supply of Product among its internal requirements and
its customers on whatever basis Seller may deem fair and practical.
11.4. Any quantity of Products so affected shall be deducted from the total quantity purchased by Buyer.
11.5. Seller shall not be required to procure Products from third parties to satisfy its obligations to Buyer hereunder during any period of shortage due to a
Force Majeure Event.
12.1. Notwithstanding anything to the contrary herein, (except as otherwise specifically agreed in writing by the parties) Buyer shall be entitled to
unilaterally end the Agreement for any reason, by 6 (six) month written notice.
12.2. During this period of notice, the conditions stipulated in the Agreement shall remain in force without prejudice. Buyer shall not be entiteld to any
payment or compensation and shall have no right or claim whatsoever against Seller or anyone on his behalf in connection of the termination of this
13. WARRANTIES AND CLAIMS
TO THE EXTENT PERMITTED BY LAW, ALL CONDITIONS, WARRANTIES OR OBLIGATIONS WHETHER EXPRESS OR IMPLIED BY
STATUTE, COMMON LAW OR OTHERWISE, INCLUDING SPECIFICALLY ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE ARE EXCLUDED AND THE PROVISIONS OF THE AGREEMENT SHALL APPLY IN LIEU
13.1. Seller warrants that, as of the date of the delivery by Seller, Products delivered in accordance with the Agreement meet the Seller's standard
specifications for the Products or such other specifications as have been expressly agreed in writing between Seller and Buyer; and the Products shall
be delivered to the point of delivery set forth herein, free of defects in material and workmanship. Seller's warranties shall apply only to Products for
which the purchase price was paid in full.
13.2. Seller's warranties, obligations and liability regarding any and all components, parts or raw materials used by Seller or additional products sold by
Seller however manufactured by others is limited to the warranties, obligations and liability of such third parties' manufacturing such components,
parts or raw materials.
13.3. Subject to fulfillment of Buyer's obligations to inspect set forth in Section 9.3 above, Seller's warranties set forth herein shall extend, only regarding
latent defects, for a period of 12 (twelve) months from the date of that relevant Product having left the Seller's premises. Without derogating from any
other limitation set forth herein, at the elapse of such 12 (twelve) months, Seller shall have no liability towards Buyer unless otherwise specifically
set forth under this Agreement.
13.4. Buyer undertakes to apply the necessary professional and legal standards of diligence and handle, store, use, install, operate and maintain the
Products in strict accordance with required, customary or standard operating conditions, however, no less than Seller's instructions. If any claim is
brought subject to the conditions mentioned above, Buyer must prove to the satisfaction of Seller that Buyer applied said standards and instructions.
13.5. Notwithstanding anything to the contrary, Seller's warranties, obligations and liability hereunder shall not apply to damages in respect of Products not
resulted from direct breach of Seller's warranties hereunder including without limitations as a result of normal wear and tear, accidents, misuse, acts
or omissions of Buyer or customer or any third parties, as a result of forces of nature (including floods, fire, earthquake and such) or from animals
(including rodents and insects) exposure to undue or extreme (natural or man-made) environment conditions, or improper storage, installation,
application, maintenance or use of the products, repairs or alterations by anyone who is not explicitly authorized by Seller to perform such.
13.6. This warranty is specifically made and limited to Buyer in respect of the Products delivered in accordance with the Agreement. No warranty is made
to any other person, firm or company or customer, whether subsequent Buyer or user, or to any bailee, licensee, assignee, employee, agent or
13.7. Buyer must determine for itself, by preliminary tests or otherwise, the suitability of the Products for Buyer's purpose.
13.8. Seller makes no other warranty, express or implied, except as expressly provided herein. In furtherance, and not in limitation, of the
foregoing, Seller makes no warranty that the Products are merchantable or fit for any particular purpose, or with respect to freedom from
infringement of any patent and/or copyright resulting from Buyer's use of products or Seller's information.
14. LIMITATIONS OF LIABILITY
14.1. Seller's sole liability and Buyer's exclusive remedy for any cause of action arising out of the sale, use, or non-delivery of the Products or under any
warranty or any agreement including this Agreement, is expressly limited at Seller's option to (1) replacement of the non-conforming Product or part
thereof with the same or a product with comparable functionality, or (2) repair any such defect, or (3) payment not to exceed the invoiced purchase
price of the Product for which remedy or damages are claimed. Notwithstanding anything to the contrary Buyer shall remove and re-install any
replaced part or product at Buyer's expense and Buyer shall bear the costs and risks of transportation and return of products or parts to be replaced in
accordance with Seller's prior written approval. Products and replaced part supplied under the warranty are warranted only for the remaining
warranty period of the defective product.
14.2. Return consignments of Products may only take place after prior written permission under conditions determined by Seller and following Seller's
14.3. Seller shall not be liable for loss of profits, loss of production, indirect, or other special, incidental or consequential damages.
14.4. Neither party excludes or limits its liability for fraud, death or personal injury arising from its negligence or any liability to the extent the same may
not be excluded or limited as a matter of law.
Subject to early termination as per section 12, Either party may terminate the Agreement on 30 (thirty) days prior written notice to the other in the event
the other party is in default of a material obligation hereunder; provided, that if during the 30 (thirty) day notice period the defaulting party cures its
default (or takes steps to cure a default that is not capable of being cured in such 30 (thirty) day period), the termination notice shall not take effect. In
addition, Seller may terminate this Contract with immediate effect and without notice if: (a) Buyer becomes insolvent or if the normal conduct of
Buyer's business shall become substantially impaired by Buyer's credit problems, (b) Buyer shall call any meeting of creditors or if a receiver or trustee
shall be appointed for such party or its assets, or (c) if any petition, proceeding or action under any bankruptcy proceedings shall be filed or instituted by
or against Buyer, and in the event such proceeding is filed against Buyer, such proceeding is not dismissed within 60 (sixty) days.
The Agreement shall be binding upon and inure to the benefit of the respective successors of the parties hereto, but it shall not be transferred or assigned by
Buyer without the prior written consent of Seller, which consent shall not be unreasonably withheld; Seller shall have the right to assign the Agreement
without Buyer's consent.
Delay or failure by either party in exercising any right hereunder, with the exception of Buyer's right to file notice of claim under Clause 9.3, shall not
constitute a waiver of that or any other right or subsequent right in this Agreement.
If any provision or part of a provision of the Agreement shall be, or be found by any authority, tribunal or court of competent jurisdiction to be, invalid or
unenforceable, such validity or enforceability shall not affect the other provisions or parts of such provisions of the Agreement, all of which shall remain in
full force and effect.
19. ENTIRE AGREEMENT
The Agreement, together with any documents expressly incorporated herein by reference (subject to section 1), constitutes the entire Agreement between the
Parties and supersedes any previous writing or understanding relating to the subject matter. No alteration of or addition to the Agreement shall be effected by
the acknowledgment or acceptance by Seller of a Purchase Order, acknowledgment, release or any other forms or conditions. Neither party shall claim any
modification, limitation or release from any of the terms or conditions contained herein except by mutual agreement to that effect, signed by both Seller and
Buyer shall indemnify, defend and forever hold Seller and its directors, officers, employees, agents, suppliers, parents, affiliates, subsidiaries, successors and
assigns harmless from any and all fines, penalties, suits, actions, claims, liabilities, judgments, costs, and expenses (including attorneys' fees and expenses)
resulting or arising from any one of the following:
(a) Buyer's liability under law including Buyer's negligence or breach of this Agreement; or
(b) Buyer's use, sale, handling, storage, installation or disposal of the Products or any product or waste derived therefrom; or
(c) The transportation of the Products after delivery by Seller in accordance with the provisions of the Order Confirmation and the relevant Incoterms
The foregoing indemnification shall apply, but shall not be limited to, injury to person (including death) or damage or harm to property or the environment.
Buyer shall not be obligated to indemnify Seller for any fine, penalty, suit, action, claim, liability, judgment, cost, or expense to the extent attributable to
Seller's gross negligence or willful misconduct.
The Buyer acknowledges that the Products have been ordered and manufactured specially in accordance with Buyer requirements, needs and specifications
(unless the Products were purchases from the shelf of the seller). Any cancellation of an order or delivery thereof or breach of terms or sale may cause the
Seller extensive loss. The Buyer agrees to compensate and indemnify the Seller for such lost, including lost of profits.
Notices by either Seller or Buyer shall be made in writing only by facsimile or similar electronic transmission, or by e-mail, effective at the time sent, with
confirmation, or by registered letter addressed to the other Party at its address set forth below, and shall be considered given as of the time it is sent through
the post postage prepaid. Notices to Seller shall be sent to the attention of its C.F.O and V.P Marketing and Sales. ________________________________.
22. DISPUTE RESOLUTION
In the event of any controversy or claim arising out of or relating to the Agreement, the parties hereto shall consult and negotiate with each other and,
recognising their mutual interests, attempt to reach a solution satisfactory to both parties. If they do not reach settlement within a period of 60 (sixty)
days, then they hereby consent to the exclusive jurisdiction of the court of Tel-Aviv, Israel in any action brought under the Agreement
23. GOVERNING LAW
The Agreement shall be governed and construed in all respect in accordance with the laws of the State of Israel, without regard to the conflict of laws
THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THE AGREEMENT SHALL NOT BE GOVERNED BY OR CONSTRUED IN
ACCORDANCE WITH THE PROVISIONS OF THE CONVENTION FOR THE UN INTERNATIONAL SALE OF PRODUCTS.
24. Minimum order
Any purchase order less than 500$ will be charged of an additional 30$ (handling charge)