The Purchase Price (including Unit Pricing) for Products is set out in Appendix B.
The Seller will advise the Buyer of increases in cost beyond its reasonable control as soon as they are known, e.g. component price changes due to shortages, or requests from the Buyer.
The Seller and the Buyer agree to negotiate and agree any requests for price changes within 4 weeks, except where increases in the Note above applies.
Agreement to price changes must be evidenced by an amended detailed price list signed by both parties. The Seller and Buyer will agree the implementation date for any price changes based on the specific circumstances.
Subject to otherwise agreed in writing all sales of the Products will be FOB (Incoterm 2000) Ben Gurion Airport for airfreight shipments and ex works, for sea shipments.
Payment for each order of the Products shall be ***.
Seller shall ensure that Products are manufactured and tested pursuant to ISO Standards.
Upon written notice to Seller, Buyer shall be entitled to observe the manufacturing of Products and carry out reasonable tests from time to time which shall not interfere with the progress of the manufacturing.
Inspection Test Procedures are detailed in Appendix C.
Any noncompliance to the technical specification agreed at ***‘s incoming inspection according to relevant IEC or equivalent standard Shall be informed to the seller immediately in writing for further instruction
8. Transportation and Delivery
Seller shall deliver the Products in accordance with Purchase Orders and this Agreement.
9. Warranties and liabilities
The Products shall meet the Technical Specifications set out in Appendix C and be free of defects in material or workmanship, and for a period of ***. The Seller to ensure that all Products shipped to the Buyer does not have a date code stamp greater than 9 weeks.
The warranty set forth in section above is contingent upon the proper use for which the Products are intended, and does not cover Products which have been modified or subjected to unusual or physical or electrical stress.
The warranty repair consists of either delivery of a new replacement item or delivery of the repaired item, at the Seller’s option.
Defective items will be returned to Seller at Buyer’s expense for examination and these items shall be refurbished and returned or replaced to Buyer within 60 days after receipt at Sellers’ expense. Replaced or refurbished items shall be guaranteed free from defects for a period of ***.
Seller agrees to provide expedited assistance and warranty service relative to excessive failures.
Seller shall provide all necessary documentation and spare parts for out of warranty repair.
10. Intellectual property Rights
Seller warrants that it owns all underlying Patents, Trademarks or Copyrights and all other intellectual property rights in the Products. Seller agrees to indemnify and hold Buyer harmless against claims from any third party brought against Buyer in connection with any alleged infringements of intellectual property in the Products.
Buyer shall authorize Seller to affix Buyer’s Trademarks or Trade Name “***” on the Products in precisely the format notified by the Buyer to the Seller from time to time. Seller shall not be authorized to use or affix such Buyer’s Trademarks or Trade Name for any other purpose.
11. Know-how of electronics, low current signal processing, data protocol and RF transmission and receiving used for this project are and shall remain the sole property of Seller. and its affiliate companies and subsidiaries.
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Protocols provided by the Buyer for their implementation and use are and shall remain the property of the Buyer.
Mechanical design, carton box, plastic tooling, test jigs which were paid or supplied by the Buyer will be of property of the buyer.
12. Termination
This Agreement may be terminated for any of the following reasons:
1.The Buyer may terminate this Agreement at any time by notice in writing to the Seller: (i) if the Seller is in breach of this Agreement and, in the case of a breach capable of remedy, the breach is not remedied within 30 daysofthe Seller receiving notice specifying the breach and requiring it to be remedied; or (ii) if the Seller is in persistent breach of the Agreement, whether such breaches are material or not or remedial or not; or (iii) if the Buyer considers any of the prices of Products uncompetitive and the parties have failed to reach agreement within 2 months of the Buyer serving written notice on the Seller of uncompetitive prices.
2.The Seller may terminate this Agreement at any time by notice in writing to the Buyer: (i) if the Buyer is in breach of this Agreement and, in the case of a breach capable of remedy, the breach is not remedied within 30 days of the Buyer receiving notice specifying the breach and requiring it to be remedied; or (ii) if the Buyer is in persistent breach of the Agreement, whether such breaches are material or not or remedial or not;
3. After the first 12 months from agreement signature, if sales of Products are substantially below forecast and, the Buyer having reviewed and taken corrective action, sales still fail to meet forecast in the subsequent 6 months, then the Seller shall be entitled to terminate this Agreement, by giving not less than 2 months notice in writing to the Buyer,
4. For Insolvency: If at any time Buyer or Seller shall generally not pay their debts as they become due or shall admit in writing their inability to pay their debts, or shall make a general assignment for the benefit of creditors, or shall commence any case, proceeding or other actions seeking to have an order for relief entered on their behalf, then the other Party shall have the unrestricted right to cancel and terminate this contract by giving written notice.
On the termination date, each Party shall remit to the other Party all documentation received from such other Party for the purpose of this Agreement.
Termination of this Agreement, howsoever caused, shall not affect any rights or liabilities accrued at the date of termination nor the continued existence and validity of the rights and obligations of the Parties under those Clauses that are expressed or implied to survive termination.
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13. Miscellaneous
This Agreement contains the entire agreement of the Parties. It may not be modified or terminated orally and no claimed modification revisions or waiver shall be binding on Buyer unless in writing.
No Party shall assign its rights or transfer its obligations under this Agreement, in whole or in part, to any other person or entity without the prior written consent of the other Party, provided however that the Buyer shall have the right on giving notification to assign this Agreement to any of its subsidiaries without the prior written consent of Seller.
The Force Majeure (Exemption) clause of the International Chamber of Commerce (ICC Publication n° 421) is hereby incorporated in this Agreement. If the grounds of relief subsist for more than 90 calendar days, the Parties shall meet to agree to appropriate action, including the possible termination of this Agreement and the conditions thereof.
Any dispute that arises between the parties as to this Agreement or the performance of the parties’ respective obligations under this Agreement, shall first be discussed, and if possible resolved, by a duly authorised representative of each party.
If such duly authorised representatives fail to resolve the dispute within 15 days of being referred to them, then the parties may agree to enter into an alternative Dispute Resolution Procedure with the assistance of a mediator agreed by the parties.
If, with the assistance of the mediator, the parties reach a settlement, such settlement shall be reduced to writing and, once signed by the duly authorised representative of each of the parties, shall remain binding on the parties.
The parties shall bear their own legal costs of any Dispute Resolution Procedure, but the cost and expenses of any mediation shall be borne by the parties equally.
This Agreement is governed by the laws of England and/or Israel and the parties submit to the non-exclusive jurisdiction of the English and/or Israeli courts in relation to any dispute under this Agreement.
In the event the Buyer is being sued by the Seller, this agreement shall be governed by and construed in all aspects in accordance with England law and the parties submit to the exclusive jurisdiction of the England courts.
In the event the Seller is being sued by the Buyer, this agreement shall be governed by and construed in all aspects in accordance with Israeli law and the parties submit to the exclusive jurisdiction of the Israeli courts.
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The Buyer has an Ethical Trading Policy and the Seller shall comply with such policy regarding Human Rights and is aware all *** employees, including ***, are prohibited from receiving commissions, gifts and payments of any kind from the Seller.
14. Confidentiality
Each Party agrees and undertakes that during the term of this Agreement and for two (2) calendar years after termination it will keep confidential and will not use for its own purpose nor, without the prior written consent of the other Party, disclose to any third party, all information of the other Party which is of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other Party (“Confidential Information”), unless such information is public knowledge or already known to such party at the time of disclosure or subsequently becomes public knowledge other than by breach of this Agreement or subsequently comes lawfully into the possession of such party from a third party, and unless the disclosure of said information is required by operation of the law.
15. Notice and Agents for Service
| 15.1 | Any notice to be given under this Agreement shall be written in English and can be: |
| | 15.1.1 | delivered by hand; or sent by |
| | 15.1.2 | registered post; or |
| | to the other person as follows or as the party may from time to time designate by written notice to the other: |
| |
|---|
Buyer
Address: [
Contact:
Fax No: ] | Seller
Address: [
Contact:
Fax No: ] |
| 15.2 | Any notice delivered by hand shall be deemed to have been received by the addressee on delivery, if sent by post three working days following receipt by the postal authority and if sent by facsimile on the next working day following successful transmission. |
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| 15.3 | The Seller irrevocably appoints [ ] of [ ] to receive on its behalf service of proceedings issued out of the English courts in any action or proceedings arising out of or in connection with this Agreement. Failure by such agent to notify the Seller of such service shall not adversely affect the validity of such service or any judgement based on it. Nothing contained in this Agreement shall affect the right to serve process in any other permitted by law. |
16. Severance
| 16.1 | In the event that any provision of this Agreement is declared by a judicial or other competent authority to be void, voidable, illegible or unenforceable for any reason, the parties shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality and the remaining provisions of this Agreement shall remain in full force and effect. |
| | IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date set forth above. |
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Freelink Ltd. | _______________
*** |
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Appendix A
Tooling Agreement.
TO BE DISCUSSED BETWEEN THE PARTIES
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APPENDIX B
Product Prices & Minimum order quantities
***Confidential Treatment Requested
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Appendix C
Product Specifications and Inspection Test Procedures.
TO BE DISCUSSED BETWEEN THE PARTIES
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Appendix D
Forecast Information.
***Confidential Treatment Requested
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