PO Terms & conditions

Procurement general term and condition

Definition

1.      “Arbelis” – Arbelis Trade LTD ID 516605326 and/or Arbelis Pro LTD ID 516662053 registered in Israel.

2.      “PO” – Purchase order issued by Arbelis.

3.      “Supplier” – The supplier as designated on the PO.

4.      “Terms” – The collective terms and conditions set forth and any specific terms in the documents attached to the PO

5.      “Party/Parties” – Arbelis and Supplier shall be referred to herein as a “Party”, and collectively “Parties”.

6.      “Goods” – Goods and/or services Defined by the PO.

Preamble

7.      The following terms apply to all purchases of goods made by ARBELIS, from the supplier.

8.      These Terms shall enter into force upon acceptance of the PO by Supplier in accordance with these Terms and shall solely govern the purchase of the goods by ARBELIS from the Supplier.

9.      By accepting the PO, Supplier acknowledges and agrees that these Terms constitute the complete contract between the parties with respect to any PO, and that they supersede all prior or contemporaneous representations, communications, agreements and understandings, oral or written, with respect to the subject matter thereof, unless agreed otherwise by the parties in writing.

The Goods

10.   The goods will be supplied to Arbelis and will be of the type, quality, technical specifications, description, condition and packaging any other specifications or instructions included in, or attached to, the PO (the “Description”).

11.   In the case where samples have been provided the goods shall be identical to the agreed samples.

12.   The goods will be of excellent quality and materials and produced to the highest professional standards.

13.   With respect to any part or component of the goods, where a standard has been set by the Israel Standards Institute or any other applicable local or international standard organization worldwide (a “Standard”), such component or part shall conform to the stipulations of the Standard and shall be approved by an authorized laboratory in the applicable country of origin.

14.   Arbelis reserves the right to conduct laboratory tests to verify conformity with the requirements of the standard.

Fixed and Final Prices

15.   The prices stipulated in the PO are the agreed upon and final price of the goods. Unless otherwise stipulated in the PO itself, the price is inclusive of all taxes and levies (including in connection with import duty and customs), and inclusive of transportation and delivery costs and any other cost or expense.

Packaging, Supply and Delivery

16.   Supplier shall comply with the quantities and delivery dates specified in the PO.

17.   In the event of delay in supply, for whatever reason, Arbelis shall have the right to refuse to accept the Goods or any part thereof, without prejudice to any other right it may have under law. The return of such goods will be at the expense of Supplier.

18.   The goods shall be delivered to the location designated by Arbelis.

19.   Unless otherwise stipulated, goods packing and Packaging materials, including Supplier transportation expenses, unloading and delivery, or any other act undertaken up to the completion of this PO, shall be included in the price of the goods.

Arbelis assets and Intellectual Property Rights

20.   “Arbelis Assets” – All materials, equipment, tools, plans etc. which ARBELIS from time to time provides Supplier and/or incurs the expense of their procurement for the purposes of pursuing the PO; all descriptions, models, drawing or other technical know-how or directly or indirectly based on, related to, or resulting from the PO or any ARBELIS Confidential Information; and all Intellectual Property Rights in or related to the Goods, as well as any modification, adaptation or derivation thereof.

21.   “Intellectual Property Rights” means: (i) all inventions, discoveries, know-how and technology, whether patentable or not, and all patents, registrations, invention disclosures and applications therefor, including divisions, continuations, continuations-in-part, and renewal applications, and including renewals, extensions, re-examinations and reissues; (ii) confidential information, trade secrets and know-how, including processes, schematics, business methods, formulae, drawings, prototypes, models, designs, customer lists and supplier lists; (iii) published and unpublished works of authorship, whether copyrightable or not (including, without limitation, databases and other compilations of Information), copyrights therein and thereto, and registrations and applications therefor, and all renewals, extensions, restorations and reversions; and (iv) all other intellectual property or proprietary rights.

22.   Arbelis’ assets shall be and shall remain the exclusive property of Arbelis, and any other use of them for any other purpose shall be prohibited.

23.   The supplier neither has nor makes any lien, pledge or other charge or any claim on Arbelis Assets.

Inspection of Goods and Acceptance

24.   Goods purchased in connection with the PO shall be subject to inspection and/or test by arbelis to the extent practicable at all times and places during and after the period of manufacture, at no additional charge to arbelis.

25.   Goods shall be subject to final inspection and acceptance by Arbelis within a reasonable time after delivery. No inspection or test made prior to final acceptance shall relieve Supplier from responsibility for defects or other failure to meet the description, instructions or other requirements set forth in, or attached to, the PO.

26.   Arbelis, notwithstanding any other rights it may have, shall be entitled to refuse to receive either all or part of the goods, if on arbelis sole discretion, the goods do not conform to the terms of the PO.

27.   Supplier acknowledges that the goods receipt approval is a prerequisite for payment for the applicable PO.

28.   The supplier affirms that Arbelis is entitled to return the goods, even after acceptance, if any defect or nonconformity has been discovered within a reasonable time from the date of their delivery. Supplier shall bear the costs of transporting the goods and shall be responsible for any damage that may result to Arbelis and/or the Goods and/or third parties.

Liability

29.   Supplier shall be liable for any damage and/or loss that may be caused during and/or because of the execution of this PO to any person or property (including the employees of the Supplier and of Arbelis), including during transit.

30.   Supplier shall not transfer either all or part of the performance of the PO to any third party, without the prior written agreement of Arbelis. Such agreement shall not release the Supplier from any of its responsibilities towards Arbelis for the performance of this PO.

Goods Warranty

31.   Unless the PO specific terms provide otherwise, for a period of at least twelve (12) months following the acceptance of each Product (the “Warranty Period”), Supplier warrants that the goods, including any industry standard (non-customized components), software installation, components and raw materials contained therein, shall be free of defects workmanship, materials, manufacture, and design, and will conform to the description and other instructions set forth in, or attached to, the PO. During the Warranty Period, Supplier shall repair and/or replace, at its own expense, any deficiency incompatibility or defect, and will also compensate Arbelis, in full, for the damage and/or loss incurred by it for any of the abovementioned reasons, without derogating from any other right Arbelis may have either under this PO or under law. 

32.   Supplier shall indemnify Arbelis, on demand, for any amount which Arbelis may be required to pay, for any damage or loss for which the Supplier is liable under the terms of this PO.

33.   Supplier shall hold Arbelis harmless, and, on demand, compensate and indemnify Arbelis for any suit against Arbelis relating to any Intellectual Property Rights in the Goods or any part or component thereof.

Terms of Payment

34.   Arbelis terms of payment for all goods supplied shall be sixty (60) calendar days from the end of the month during which the goods were accepted by arbelis and the receipt of an accurate invoice.

35.   In case there is a dispute that is not resolved within the abovementioned period, payment will be due after the dispute is resolved (together with the next payment, when the next payment is due, but in any event no later than thirty (30) calendar days from end of the month during which the dispute was resolved).

36.   Unless the PO or the Special Terms provide otherwise, payment to local suppliers shall be made in ILS and payment to international suppliers shall be made in U.S. Dollars. Currency translation shall be made by the known Bank of Israel exchange rate for the invoice date.

37.   Arbelis alone shall be entitled to set off amounts owing to Supplier under the PO against any amount owing and/or that shall be owed to it by the Supplier, under said PO or in any other way. Supplier shall not be entitled to set off amounts.

Termination

38.   Arbelis shall be entitled, at its sole discretion, to terminate the PO (in whole or in part), at any time, by giving Supplier written notice of its desire to do so. In the event of such termination, Arbelis shall not be liable to pay compensation of any kind, over and above payment for that part of the PO that has been completed up to the date of such notice.

39.   Arbelis shall be entitled to cancel the PO without giving prior notice to the Supplier in the event of any of the following:

39.1. bankruptcy or liquidation proceedings commence against Supplier.

39.2. a request is submitted to appoint a receiver on Supplier’s assets.

39.3. the death of the Supplier or – where the Supplier is a corporation – a change in the control or holding structure in the corporation, which is not approved by Arbelis at its sole discretion.

39.4. Supplier has breached material condition included in the PO

40.   In the event of any of the above, Supplier shall forfeit all sums owing to Supplier for work and/or for Goods ordered and supplied, up to the date of the breach, as pre-agreed damages.

41.   Arbelis shall be entitled, without receiving any further authorization to this effect, to enter the Supplier’s premises to take possession and remove any of Arbelis Assets and Goods the payment for which shall have been made.

Parties Relationship

42.   Nothing contained in the PO or these Terms shall be construed to create an agency, partnership or joint venture between ARBELIS and Supplier. It is further agreed and understood that neither Party nor its employees or representatives shall be deemed to be in the employment of the other and shall have no express or implied right or authority to assume or create any obligations on behalf of the other party to any contract, agreement or undertaking with any third party.

43.   Without derogating from the generality of the preceding paragraph, Supplier hereby affirms that it is carrying out the work and other undertakings under an PO as an independent contractor, and that no relations of employer-employee shall persist between himself and ARBELIS and/or between ARBELIS and the employees of Supplier.

Governing Law, Compliance with Laws, Regulations and Acts

44.   The rights and obligations of the parties hereto will be governed by the substantive laws of Israel, without giving effect to the conflict of laws provisions thereof. Any proceeding brought by a Party arising out of, under or relating to any dispute relating to these Terms shall be submitted to the exclusive jurisdiction of the competent courts in Tel Aviv, Israel.

45.    In performance of its obligations under the PO, Supplier shall comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits and other governmental requirements, and shall maintain all applicable regulatory approvals, applications, licenses, requests for exemption, permits or other regulatory authorizations with the applicable regulatory agency, or any state or local regulatory body necessary to conduct its business activities (including for the manufacture and sale of the Goods and for the performance of its duties and services as set forth in the PO). Supplier acknowledges that ARBELIS shall not be responsible for Supplier’s failure to comply with any of the above.

Miscellaneous

46.   Arbelis will be entitled to revise and make changes in these Terms to make it compatible with its own requirements, as it may see fit, and Supplier undertakes to carry out its future transactions with Arbelis, including any PO, in accordance with the updated terms.

47.   No modification or addition to these Terms or to any other provision of the contract for the sale of Goods shall be binding on either party unless mutually agreed in advance.

48.   In the event of any conflict between the Special Terms (as approved by ARBELIS) and any other terms and conditions set forth in these Terms, the Special Terms shall prevail.

49.   The supplier hereby undertakes to keep confidential documents connected to the performance of this PO and/or to the business of Arbelis. Supplier shall not use any Information for any purpose other than the performance of the PO.

50.   The supplier undertakes to insure against his liability at his own expense.

51.   No waiver, refraining from action or grant of extension by Arbelis shall be taken as a waiver of its rights, and shall not serve to prevent any action against the Supplier.

52.   The supplier agrees that the signature of any employee or representative on its behalf shall be binding on him with respect to the PO. 

53.   Any notice with respect to the PO shall be made in writing and shall be delivered by hand, by electronic mail, by fax or by post at the addresses set out in the PO.