VetrixLtd. (“Vetrix”) Terms and Conditions of Sale and Limited Warranty
These Terms and Conditions of Sale govern all sales and/or license of all products, software, accessories and/or services by Vetrix(together, “VetrixProducts”) and constitute the entire agreement between Vetrixand purchaser (“Purchaser”) relating to each sale transaction. Vetrixshall not be bound by the terms of any purchase order, quotation or other document, whether consistent or inconsistent with the terms hereof, unless such terms are specifically accepted and agreed to in writing by Vetrixin advance.
1. Shipments and Delivery. All shipments and delivery of VetrixProducts are F.O.B. Vetrix’s headquarters in Israel . Choice of courier and manner of shipment will be determined by Vetrixunless specific instructions are received. Shipping and handling expenses, as well as any other payments, fees, taxes and/or customs in any way associated with the same, shall be borne by Purchaser. All property and risk pertaining to the purchased products are transferred to Purchaser at the time of pick-up by courier at Vetrix’s headquarters in Israel .
The products will not be insured unless
Purchaser provides written instructions to Vetrixof its
desire to do so, and the same will be done at Purchaser’s expense. Vetrixshall not be responsible for loss or damage to any property of Purchaser including, without limitation, any VetrixProducts purchased from Vetrix, whether or not in the custody of Vetrix. Vetrix’s policy with respect to returned merchandise is as stated in Section 8 below. Although Vetrixmakes every effort to deliver shipments on dates scheduled, it shall not be held liable whatsoever for any delays.
2. Quotations; Purchase Orders; Cancellation. All purchase orders are subject to acceptance by Vetrixand may be rejected for any reason including, without limitation, credit reasons. Vetrixreserves the right to cancel any order at any time in the event Purchaser fails to fulfill the terms hereof or if there arises any doubt at any time as to the Purchaser’s financial responsibility to satisfy its payment obligations. In such case, Vetrixmay however choose not to cancel the order but to condition deliveries upon the receipt of advance payment or security which is satisfactory to Vetrix. The Purchaser shall not be permitted to assign any order, in whole or in part, without the prior written consent of Vetrix. Any such attempted assignment shall be void. Prices are subject to change without notice.
Vetrixdoes not guarantee any price quoted for more than thirty (30) days after the date of quotation. Federal, sales and/or excise taxes and/or any other taxes and/or customs, if applicable, are in addition to any prices quoted and are the sole responsibility of Purchaser. Purchaser may cancel orders of standard equipment prior to shipment subject to a cancellation fee equal to twenty five percent (25%) of the purchase price. Purchaser may not cancel orders for specially tailored/modified equipment without the prior written consent of Vetrixand, if consented to, will be subject to a cancellation fee to be determined by Vetrixat such time. Vetrix’s policy with respect to returned merchandise is as stated in Section 8 below. Purchaser may not cancel any order after the products have been shipped under any circumstances.
3. Requested Product Modifications. If the sale consists of, or requires, the manufacture, modification and/or tailoring of articles by Vetrixaccording to a Purchaser’s requested specifications, the Purchaser represents and warrants to Vetrixthat such manufacture, modification and/or tailoring of such articles by Vetrixwill not constitute any infringement of any proprietary rights, including, without limitation, patents, copyrights, trademarks or any other third party rights whatsoever, and the Purchaser shall defend, indemnify and hold harmless Vetrix, its officers, directors, shareholders, and employees (each, an “VetrixIndemnitee”) from any claims, actions, losses, damages, liability, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements incurred by a VetrixIndemnitee in any action between Purchaser and the VetrixIndemnitee, or between the VetrixIndemnitee and any third party or otherwise) arising out of or in connection with any such infringement. In the event of any such claim, Vetrixmay choose to take part in all or part of the defense at the cost and expense of Purchaser. For the avoidance of any doubt, in no event is Purchaser authorized to modify, change, alter, or in any way tamper with any VetrixProduct whatsoever.
4. Payment. All payments shall be made in current US Dollars. Unless otherwise agreed to by Vetrixin writing, all payments shall be in advance prior to delivery of merchandise. Any checks which are unpaid due to insufficient funds, stop orders or otherwise shall be subject to a One Hundred Dollar ($100) processing and handling fee. Any late payments shall result in a One Hundred Dollar ($100) processing and handling fee as well as interest charges at a rate of two percent (2%) for each calendar month or part thereof in which payment remains due and outstanding. In addition to the foregoing, Purchaser shall be responsible for all costs and expenses incurred by Vetrixin collecting monies due including, but not limited to, attorney’s fees and/or collection agency fees.
5. Warranty; Limitation of Liability. Vetrixwarrants its products to be free from defects in materials and workmanship for a period of one (1) year from the date of delivery, to the extent and subject to the terms hereof. The sole remedy provided under such warranty shall be the replacement or repair, at the sole option of Vetrix, of any equipment which Vetrixjudges to be defective (“Defective Equipment”) provided: (1) the equipment has not been abused, has been subjected to normal use and service and used for its intended purpose; and (2) the defect is not due to any damage or problem occurring after the original date of shipment to the Purchaser; and (3) the equipment has not been altered, modified or in any way tampered with by persons other than Vetrixauthorized employed service personnel; and (4) the Purchaser has returned the alleged defective product to VetrixCorporation immediately upon discovery of the alleged defect, shipment prepaid with a copy of the invoice to: Customer Service, VetrixLtd. 19 Hacharoshet St. P.O Box 4239 Raanana 43663, Israel.
Before any equipment is returned to Vetrixfor repair or replacement, a Returned Material Authorization (RMA) number must be obtained as further specified in Section 8 below. Vetrixwill pay return non-expedited shipping expenses for the repaired equipment provided the equipment is found by Vetrixto be Defective Equipment and is within the limits of the warranty. Otherwise, the buyer is liable for all handling, shipping, costs of repair or replacement and related costs. In the event the equipment is found by Vetrixto be Defective Equipment and is within the limits of the warranty, after such equipment has been repaired or replaced, Vetrixwill reinstate the remainder of the warranty period for the repaired or replaced equipment. The warranty does not cover any damage, problems or defects resulting from accidents, alteration, failure to follow instructions, misuse, fire, flood, and acts of God.
In such case or if repairs or modifications are attempted or made by any persons other than Vetrix's authorized employed service personnel, Vetrixshall be released from all obligations under this warranty. Vetrixshall have no liability or responsibility to the Purchaser or any third party whatsoever beyond the repair or replacement of Defective Equipment which is within the limits of this warranty. For the avoidance of any doubt, Vetrixshall not be liable for any damages, punitive or otherwise, personal injury, death, economic loss, interruption of service, loss of business or anticipatory profits or any loss caused or alleged to be caused directly or indirectly by Defective Equipment or any VetrixProducts, and/or resulting from the use or operation thereof, or the negligence of Vetrix’s personnel or any party, whatsoever, including, but not limited to, any indirect, incidental, consequential, special or exemplary damages such as loss of profits, or loss of business opportunity, even if such damages are foreseeable and whether or not Vetrixhas been advised of the possibility thereof, and whether a claim is made or brought by Purchaser or any third party.
It is the responsibility of the Purchaser to determine the suitability and compatibility of each VetrixProduct for the intended use. Vetrix’s aggregate liability hereunder or under any contract or otherwise, shall not exceed the purchase price of the specific product shipped and against which a claim is made. In no event shall the liability of Vetrixhereunder, including for breach of warranty, and/or arising in the connection with any VetrixProducts and/or Defective Equipment, regardless of the type of claim, exceed the amounts paid by the Purchaser to Vetrixfor the equipment involved. This warranty is in lieu of all other warranties, expressed or implied, of any kind to any person, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose or non-infringement. No representative or person is authorized to represent or assume for Vetrixany liability with respect to the sale of VetrixProducts. For repairs outside of warranty service or after the warranty period, charges will be in accordance with Vetrix’s prevailing authorized repair prices. Product maintenance agreements and other customer assistance arrangements may be available for VetrixProducts and should be raised with your Vetrixsales representative.
6. License of Software. In the event the purchase consists of the provision of software by Vetrixto Purchaser, the same is licensed to Purchaser for the sole purpose of the management of Vetrix’s systems. Said license is a nontransferable right to use the software for its purpose. Purchaser is not authorized to transfer the software to any third party or to sub–license the software in any manner whatsoever. Anything herein to the contrary notwithstanding, Vetrixmakes no warranties of any kind to any person with respect to any software licensed, whether express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose or non-infringement.
7. Purchaser Representations and Warrantees; Indemnification. In addition to any other representations and warrantees made herein, Purchaser represents and warrants that Purchaser will not use any VetrixProduct (i) in a way or for any purpose not intended or in connection with any system or product which is not compatible therewith; (ii) in any way that infringes or misappropriates any third party’s legal rights including, without limitation, intellectual property and other personal rights; or (iii) in any way which is in violation of applicable laws, statutes and regulations. Purchaser shall defend, indemnify and hold harmless VetrixIndemnitees from any claims, actions, losses, damages, liability, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements incurred by an VetrixIndemnitee in any action between Purchaser and the VetrixIndemnitee, or between the VetrixIndemnitee and any third party or otherwise) arising out of or in connection with (a) the breach of any of Purchaser’s representations, warranties and/or obligations set forth herein; and/or (b) Purchaser’s use of any VetrixProduct other than as permitted herein. In the event of any such claim, Vetrixmay choose to take part in all or part of the defense at the cost and expense of Purchaser.
8. Returned Merchandise Authorization Policy. Any and all returned goods shall be governed by Vetrix’s Return Merchandise Authorization Policy as follows: (1) any and all defective merchandise must be covered by a Return Merchandise Authorization Number (“RMA Number”) to be obtained from Vetrix’s Customer Service department prior to the return of the merchandise; (2) any merchandise received by Vetrixwithout an RMA Number clearly visible on the external portion of the packaging shall be refused and returned to the Purchaser at the Purchaser’s own risk and expense; (3) such request for an RMA Number from Vetrixshall include the original invoice number of Vetrix, the date of the original purchase order placed by Purchaser, and a detailed description of the alleged defect. Vetrixshall, upon receipt of the defective merchandise, evaluate such defect and in Vetrix’s own discretion, shall assess whether the product in question is covered by warranty. If the product is found not to be covered by warranty, Vetrixshall obtain Purchaser’s prior authorization of charges and expenses, either verbally or in writing, before repair work shall commence.
9. Miscellaneous. Each party shall be and act as an independent contractor and not as partner, joint venturer, employee, or agent of the other. These Terms and Conditions of Sales constitute the entire agreement and understanding between Vetrixand Purchaser for sale of VetrixProducts at the prices agreed to and duly offered by Vetrixin accordance herewith, and supersedes all prior agreements or understandings, whether written or oral, relating to the subject matter of this Terms and Conditions of Sales. No failure or delay on the part of either party in exercising any right, power or remedy under these Terms and Conditions of Sales shall operate as a waiver, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise or the exercise of any other right, power or remedy.
Unless otherwise specified, any amendment, supplement or modification of or to any provision of these Terms and Conditions of Sales, any waiver of any provision of these Terms and Conditions of Sales and any consent to any departure by the parties from these Terms and Conditions of Sales, shall be effective only if it is made or given in writing and signed by both parties. Any provision of these Terms and Conditions of Sales which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the minimum extent necessary without invalidating the remaining provisions of these Terms and Conditions of Sales or affecting the validity or enforceability of such provisions in any other jurisdiction.
With the exception of payment for products purchased, no failure or omission by either party in the performance of any obligation under these Terms and Conditions of Sales shall be deemed a breach of these Terms and Conditions of Sales nor create any liability if the same shall arise from any cause or causes beyond the reasonable control of such party, including but not limited to the following: acts of God, acts or omissions of any government or any rules, regulations or orders of any governmental authority or any department, agency or instrument thereof, fire, storm, flood, earthquake, accident, acts of the public enemy, war, rebellion, insurrection, riot, invasion, or strikes. All notices, demands and other communications provided for or permitted under these Terms and Conditions of Sales shall be made in writing to Vetrixat 19 Hacharoshet St. P.O Box 4239 Raanana 43663, Israel . and to Purchaser at the address set forth on the purchase order and shall be sent by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery and shall be deemed received upon delivery. These Terms and Conditions of Sales shall be construed and governed by the laws of Israel and the parties hereto submit irrevocably to the exclusive jurisdiction of the courts of Israel .