General Terms and Conditions of Sale

1.     General

• These General Terms and Conditions of Sale shall apply to all sales of Product items by Elina Electronic Engineering (2000) Ltd. or any other company from the Elina Group (hereinafter “Product item” and “Seller” respectively) to any of its purchasers (hereinafter the “Buyer”). These General Terms and Conditions of Sale shall be incorporated by reference in any purchase order, quote or purchase confirmation issued by Seller and govern the contract for the sale of the Product items from Seller to Purchaser to the exclusion of any other terms and conditions. Any variation from these General Terms and Conditions of Sale, including by incorporation of other terms in purchase orders or quote confirmations etc. shall be invalid unless expressly agreed to by Seller, in writing.  Acceptance of a delivery of Product items by Buyer shall imply acceptance of these General Terms and Conditions of Sale.
• No quotation by the Seller shall be valid unless in writing.
• A Purchase order which was accepted by the Seller may not be cancelled or changed by the Buyer without written consent by the Seller which consent may be conditioned upon and at the terms stipulated by Seller.

2.     Product Acceptance

Upon receipt of Product items, Buyer shall immediately undertake verification of conformity and testing. No claims regarding any Product items (including but not limited to defects or regarding performance) shall be accepted after 45 days from supply.

3.     Ownership

The full and complete ownership of any Product item sold hereunder shall remain with Seller until the full payment of the consideration for such Product item.

4.     Warranty

• Buyer acknowledges that Seller does not manufacture the Product items but is a representative, distributor or agent of the manufacturer(s) of the Product items it sells.
• The Product items sold shall be covered solely by Manufacturer’s warranty to the exclusion of any other warranty.
• The warranties, obligations and liabilities 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.

5.     Liability

• The total aggregate liability of Seller in respect of claims, whether in contract, tort (including sole or concurrent negligence), quasi-tort, quasi-contract or at law arising out of the design, development manufacture, sale, delivery, resale, repair, replacement, use or infringement of or by the Product items, any services or technical assistance rendered, shall not exceed the Ex-Works value of the respective Product item, which gives rise to such claim.
• In no event shall Seller be liable for any indirect, 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 Product items or substitute facilities or supply sources.

6.     Indemnification

• To the extent that the Product items are manufactured in accordance with Product specification supplied by the Buyer, the Buyer shall indemnify the Seller against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred by the Seller in connection with any claim made against the Seller for actual or alleged infringement of a third party’s intellectual property rights, patents, copyrights or design trademarks arising out of or in connection with the Seller’s use of the Products Specification.
• 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, quasi-contract, quasi-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 Product items.
• The foregoing indemnities 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 Seller shall promptly notify the Buyer and the Buyer shall, at the Buyer’s expense, defend such claims, demands, or suits and Seller shall provide to the Buyer such reasonable assistance and full relevant information, opportunity and authority as shall be required by Buyer to defend same. If the Buyer fails to fulfill its above obligations then the Seller may defend itself and the Buyer shall bear all costs, expenses and damages

7.     Governing Law / Dispute Resolution

These General Terms and Conditions of Sale as well as any contract for the sale of Product items by Seller shall be exclusively governed by and construed in accordance with the laws of the State of Israel.   The courts in Tel Aviv shall have exclusive jurisdiction over any claim thereunder.

8.     Compliance with United States Export Laws and Regulations (the “Rules”)

By placing an order for any Product items subject to the Rules, the Buyer hereby declares that Buyer of the respective Product items shall comply with the Rules and that Buyer shall procure that any and all of its customers and/or users shall act likewise.