This General Terms and Conditions of Sale (“Terms“) constitute an integral part of the Performa Invoice (“PI“) sent by Us to our Customers (“Customer” or “You“), detailing the types and prices of the products (“Products“)to be provided by Us, M. S. N INITIATIVE & RESOLUTIONS 2013 LTD (“EMSN” or “Us” or “We” or “ATM PROTECTION SOLUTIONS“). The PI and these Terms shall be referred to as “Agreement” and should Customer accepts the Agreement, it shall constitute a binding agreement between us for the sale of the Products.
Customer shall submit to EMSN by e-mail, for EMSN’s acceptance, purchase orders stating the type and the quantity of the Products that Customer desires to purchase from Us (“Purchase Orders”). Payment must be made at least 7 days in advance in order for EMSN to process the Purchase Orders unless otherwise agreed in writing and on ad hoc basis.
Customer shall purchase the Products from Us or any such entity designated by US.
Delivery dates to be confirmed at time of the Purchasing Order. If no delivery date is advised within 2 working days it will be assumed the products will be shipped within 2 to 4 weeks of receipt of the Purchase Order pursuant of monies received and stock availability.
Payment for any Products by Customer shall be wired to EMSN per the wire instructions to be provided by EMSN to Customer (or by any other method of payment provided by EMSN to Customer) simultaneous with any Purchase Order for such Products. All payments shall be made in immediately available U.S. dollars at the time of issuance of Performa Invoice without any deduction or setoff of any kind.
The Products shall be delivered to an address specified by Customer in each Purchase Order. Title to the Products shall pass to Customer upon custody of the common carrier subject to full payment in advance of the Purchase Order. All risks of loss or damage to the Products from any cause whatsoever shall be borne by Customer.
The prices in the PI exclude taxes (including withholding taxes), charges and duties.
Customer shall be responsible for the payment to EMSN of all shipping fees incurred, the costs of which shall be determined by EMSN and agreed to by Customer prior to the shipment of any Products
Customer shall inspect the Products promptly upon arrival and notify EMSN within 30 days from delivery of the Products, of any defects or non-conformance of the enclosures and armors elements of the Products (“Inspection Date“). This warranty is limited to material defects only and do not include dents, rust, scratches, or any other damage cause by Customer or by events beyond Our reasonable control. Any such notice shall be in writing and contain the list of the Products missing or found defective and a full description of the defects found. After the expiration of the Inspection Date Customer shall not be entitled to raise any claim regarding the Products so delivered and said Products shall be deemed as definitively accepted. We shall have the right to inspect all rejected Products. We, at our option shall provide Customer with a credit or replacement Products.
EMSN warrants that the Products are of sound material and workmanship and conform to the published product information that applies at the date of purchase. This Clause 10 provides the only warranty for the Products, and it replaces and supersedes all other warranties for the Products, whether express or implied. EMSN shall have no other liability under this Agreement (express or implied), in tort or otherwise for the quality, performance, merchantability or fitness for any purpose of the Products. In the event of a breach of warranty EMSN shall, at our discretion, either replace the Products or refund Customer for the price Customer paid for the defective Product(s). Customer shall not be entitled to any other remedy. The defective Product has to be returned in its original box with the mention – FOR EXCHANGE ONLY. EMSN’s liability for claims of any kind is strictly limited to the purchase price of the defective Product. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES WHATSOEVER, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND THOSE ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EMSN WILL NOT BE LIABLE TO CUSTOMER UNDER ANY THEORY OF LIABILITY (WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE ANY PRODUCTS, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.
As to the Products, EMSN is the sole owner of all means any now known or hereafter existing: (i) rights associated with works of authorship throughout the universe, including exclusive exploitation rights, copyrights, moral rights and mask works, (ii) trademark and trade name rights and similar rights and extensions thereof, (iii) trade secret rights, (iv) patents, designs, algorithms and other industrial property rights, (v) intellectual property rights of any kind embodied in software, hardware and or other embodiments of proprietary data, (vi) other intellectual and industrial property and proprietary rights of every kind and nature throughout the universe, whether arising by operation of law, by contract or license, or otherwise, and (vii) all registrations, applications, renewals, extensions, combinations, divisions or reissues of the foregoing (collectively “Intellectual Property”).
Customer shall not assign or transfer any of its rights and obligations under the Agreement, to any third party, without EMSN’s prior written consent.
Neither the Uniform Law on the International Sale of Goods, the Uniform Law on the Formation of Contracts for the International Sale of Goods nor the Convention on Contracts for the International Sale of Goods applies to the Contract. Incoterms 2000 are to be considered an integral part of this
EMSN is released from its obligation to deliver the Products and is allowed to extend the date of delivery, if events beyond its reasonable control (force majeure) prevent Us from performing the Agreement. Should such events continue to prevent Us from performing the Agreement, EMSN may cancel the Agreement.
The laws of the state of Israel shall govern these Terms and each party submits itself to the exclusive local jurisdictions of the courts located in Tel-Aviv, Israel.
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