STANDARD TERMS & CONDITIONS
All orders received and sales made by Plasel (Injection Molding Systems) Ltd. or its affiliates (collectively
referred to as "Plasel") are expressly conditioned on Buyer's acceptance of these terms and conditions
and Plasel's quotation. Plasel rejects any additional or conflicting terms previously or hereafter proposed
by Buyer unless expressly agreed to in writing by Plasel.
In the event that the customer in response to this quotation issues a purchase order or acceptance that
contains terms and conditions which are different from the terms and conditions provided by Plasel in this
quotation, and Plasel does not specifically agree to those different terms and conditions in writing, then the
differing terms and conditions contained in the customer’s purchase order or acceptance will be deemed
of no force and effect, and the customer will be deemed to have accepted the terms and conditions provided
by Plasel in this quotation. Acceptance by Buyer of any product will constitute acceptance of these terms
Plasel will use all reasonable efforts to complete the manufacturing of the equipment described in the
quotation (the “product”) within the timeframe estimated. Any changes to the Buyer's order by Buyer,
Buyer's representatives, advisors or agents may affect Plasel's timely performance.
Price and Terms of Payment
The purchase price in Plasel's quotation does not include taxes, duties, shipping, installation or any other
fee or expense of any kind, unless otherwise agreed to in writing by Plasel. In addition to such purchase
price,Buyer agrees to pay Plasel the amount of all governmental taxes, excises and/or other charges that
Buyer maybe required to pay with respect to the sale and transportation of any product delivered hereunder.
Documentation needed for routine usage and maintenance of the product will be supplied by Plasel.
The customer acknowledges that the design of the product is Plasel’s Intellectual Property.
All quality assurance including all functional tests of the product will be performed at Plasel’s site.
Unless otherwise stated in writing by Plasel, product shall be shipped ex-works from Plasel's or Supplier's
facility, where applicable. Buyer agrees to bear the exclusive risk of loss or damage to the product at all
times after supplier has turned the product over to the carrier for shipment. Plasel will not insure shipments.
If a delivery date is specified by Buyer, Plasel will use commercially reasonable efforts to deliver the product
to a carrier for shipment by the specified date,but Plasel will have no liability for delays after the product has
been delivered to a carrier. Plasel will have no liability for delays or failure to perform any obligations if such
delay or failure to perform results from a cause beyond Plasel's reasonable control, including, without limitation,
power interruption, war, fire, flood, natural disaster, strike or other labor dispute, civil unrest,act of government
authority,act of God, failure or delay of transportation or supply or raw materials shortage.
If the order is placed on hold, canceled or if product, design changes are requested after commencement of
engineering and/or manufacturing, the Buyer will be responsible for an interruption charge on all or part of the
order to cover such other additional expenses relating to production rescheduling, additional set-ups, handling,
storage, inventory costs, obsolescence etc.
Plasel must be contacted prior to Plasel equipment being relocated from its original installation in order to
review applicable safety regulations and services (i.e. electrical voltage, frequency), operating environment
(i.e. temperature/humidity), and to make such additional equipment modifications as may be required to
operate equipment safely, and optimize equipment service. If the Buyer performs such relocation without
Plasel's assistance, as described above, the Buyer does so at its own risk.
Except as set forth in Plasel's written Standard Warranty Conditions, provided by Plasel to Buyer, Plasel
makes no additional warranties, whether express, implied or statutory. Plasel specifically disclaims any
warranty for merchantabilityor fitness for a particular purpose.
Buyer and Plasel agree to take reasonable steps to maintain the confidentiality of any proprietary or
confidential information of the other within each of their respective organizations. Plasel will, at Buyer's
request, transmit information to Buyer by e-mail, over the Internet. Should any confidentiality breach(es)
occur because of data transmission over the Internet pursuant to Buyer's request, Buyer agrees that this
will not constitute a breach of any obligation of confidentiality owed to Buyer by Plasel. If Buyer wishes
to limit such transmission to information that is not highly confidential, or seek more secure means of
communication for highly confidential information, Buyer should inform Plasel accordingly.
Buyer agrees to indemnify, defend and hold harmless Plasel, its affiliates, and respective officers, directors,
employees and agents, from and against any and all claims, actions, damages, liabilities, costs and expenses,
including legal fees and expenses, arising out of or in any way connected with this Agreement, including, but
not limited to, any act or omission by Buyer, infringement of any intellectual property rights of third parties due
to Plasel's satisfaction of Buyer's requirements, or injury to Buyer's employees.
Limitations on Liability
Under no circumstances will Plasel be responsible for indirect, consequential, incidental, special, collateral,
punitive or exemplary damages, including without limitation, loss of goodwill, loss of profits or revenues.
Any and all legal actions and claims by Buyer against Plasel, shall be barred unless written notice thereof
is received by Plasel within 180 days of the date of the event giving rise to such action or claim.
Governing Law and Jurisdiction of Courts
This Agreement shall be governed and construed according to the laws of Israel, and the Courts of Israel
shall have exclusive jurisdiction to resolve any disputes. The U.N. Convention on Contracts for the
International Sale of Goods shall not be applicable to this Agreement or related transactions.
This Agreement sets out the final terms and conditions of our understanding and supersedes any previous
understanding, agreements or representations whether made orally or in writing, unless Plasel and Buyer
execute an Equipment Sale and Security Agreement or an Equipment Loan Agreement, in which case
such agreement shall remain in effect in accordance with its terms. No waiver, termination, modification
or amendment of any term will be effective unless in writing and signed by the party against whom it is
asserted. If any provision of this Agreement is invalid or unenforceable, such provision will be ineffective
only to the extent of such invalidity or unenforceability, without invalidating the remaining provisions
of this Agreement. This Agreement shall not be modified except by written agreement by the parties.
Language for all information and documents will be English unless otherwise agreed to in writing by Plasel.
Buyer agrees not to assign any of Buyer's rights or delegate any of Buyer's obligations under this Agreement
without the prior written consent of Plasel. Any protection granted by these terms and conditions will inure to
the benefit of each of Plasel's corporate affiliates.