- The product sold by Elina Electronic Engineering Ltd. or any other company from the Elina Group ("Product" and "SELLER" respectively) shall be covered solely by Manufacturer's warranty.
- THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF SELLER SET FORTH HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, OBLIGATIONS AND/OR LIABILITIES, EXPRESSED OR IMPLIED (INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY ARISING FROM THE COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE), WHETHER ARISING IN CONTRACT, NEGLIGENCE OF ANY DEGREE OR OTHER TORT, STRICT LIABILITY, OR OTHERWISE, WITH RESPECT TO ANY NON CONFORMANCE OR DEFECT IN ANY PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY LIABILITY OF SELLER FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY OTHER INCIDENTAL AND/OR CONSEQUENTIAL DAMAGES. BUYER HEREBY WAIVES ALL OTHER RIGHTS, OBLIGATIONS AND/OR WARRANTIES AND ASSUMES ALL RISKS AND LIABILITIES IN RESPECT THEREOF. UNLESS OTHERWISE SPECIFICALLY AGREED IN WRITING BY SELLER THE OBLIGATION OF SELLER IS LIMITED IN THE CASE OF MATERIAL BREACH OF THE WARRANTY SET FORTH ABOVE, PER THE MANUFACTURER'S WARRANTY.
- This Warranty and the obligations and liabilities herein are solely for the benefit of BUYER and may not be assigned or conveyed to any third party without SELLER'S prior written approval.
- Limitation of Liability. The total aggregate liability of SELLER in respect of claims, whether in contract, tort (including sole or concurrent negligence) or at law arising out of the design, development manufacture, sale, delivery, resale, repair, replacement, use or infringement of or by the Products, any services or technical assistance rendered, shall not exceed the Ex-Works value of the respective Product item, which gives rise to such claim.
- Damages. In no event shall SELLER be liable for any special or consequential damages, however caused, whether by SELLER'S sole or concurrent negligence or otherwise, including, but not limited to costs and expenses incurred in connection with labor, overhead, transportation, installation, or removal of the Products or substitute facilities or supply sources.
- The Buyer agrees to defend, indemnify and hold the SELLER, its employees, managers and agents harmless against any and all claims of whatsoever kind (whether in contract, tort or otherwise, including negligence of any degree, and strict liability) for or in respect of any loss (including loss of use and/or profit), expense (including attorneys fees), liability, property damage or bodily injury (including death) of whatsoever kind and howsoever caused which may at any time be suffered or incurred, for any reason whatsoever, by the other Party and/or any third parties, directly or indirectly in the procurement, use, storage, maintenance and/or operation of Products. The foregoing indemnity shall not be affected by any termination of any contract and/or relationship between SELLER and Buyer. In the event of any such claims, demands or suits, the indemnified Party shall promptly notify the indemnifying Party and the indemnifying Party shall, at the indemnifying Party's expense, defend such claims, demands, or suits and indemnified Party shall provide to the indemnifying Party such reasonable assistance and full relevant information, opportunity and authority as shall be required by indemnifying Party to defend same. If the indemnifying Party fails to fulfill its above obligations then the indemnified Party may defend itself and the indemnifying Party shall bear all costs, expenses and damages
- The full and complete ownership of any Product item sold hereunder shall remain with SELLER until the full payment of the consideration for such item.
5. Governing Law Dispute Resolution
- This Agreement shall be governed by and construed in accordance with the laws of the State of Israel.
- Any dispute stemming from this agreement which the Parties cannot resolve amicably within 30 (thirty) days shall be referred to arbitration. The arbitration shall be conducted in English in Tel Aviv Israel according to UNCITRAL Rules of Arbitration. The head of the Tel Aviv Committee of the Israel Bar shall serve as appointing authority. The Award shall be given within 90 (ninety) days and shall be enforceable in the country of domicile of the Party against which it is enforced and in any country where such Party conducts business.
6. Order of Precedence
- In case of any inconsistencies or discrepancies between the provisions of these General Terms and Conditions, on the one hand, and any other document (general or specific whether or not relating to the respective deal), on the other hand, these General Terms and Conditions shall prevail.
7. Compliance with United States Export Laws and Regulations (the "Rules")
- By placing an order for any item/s subject to the Rules, the BUYER hereby declares that Buyer and all of its customers and/or users of the respective item/s, shall comply with the Rules.