Terms of sale

Camel grinding wheels works LTD.
General terms of sale:

1. Applicability

These General Terms and Conditions of Sale shall govern all sales of products from Camel Grinding Wheel Works Ltd. and its agents (the “seller”) to any buyer. By placement of a written order, the buyer will be deemed to have accepted these General Terms and Conditions of Sale. These General Terms and Conditions of Sale shall not override individual terms and conditions expressly agreed to between the parties in any particular written sales contract, confirmed order or other written agreement and such individual terms and conditions shall control regardless of any provision to the contrary contained herein.

The seller reserves the right to vary these General Terms and Conditions of Sale at any time.

2. Sales Contracts

The buyer shall place written orders for the products with the seller. Orders shall become binding on the seller only if expressly accepted in writing by the seller.

Sales contracts and orders may be cancelled or modified only with the seller’s written consent.

3. Product Information

Samples of products are submitted only as indicative of the class, size and basic performance of products. Any measurements of size, weight or exact performance of products are approximate only and may vary.

Catalogues, brochures and price lists are intended for general guidance only and do not constitute part of any sales contract unless expressly stated otherwise in the sales contract.

The obtaining of any necessary consent, approval or governmental license for the importation and\or use of the products shall not be the responsibility of the seller.

4. Warranty

The seller’s liability for defects in the products shall be limited to the terms of the following warranty.

The warranty covers defects in materials and workmanship. The seller shall not be liable for defects due to natural wear and tear, damage in transport, or faulty use, maintenance or storage, use not in accordance with the seller’s written instructions or any other circumstances beyond the seller’s immediate control.

The warranty is valid provided that the product has been used according to given written instructions and any applicable existing regulations. The warranty ceases immediately if anybody other than a person authorized and approved by the seller repairs, changes or otherwise modifies the product in any way.

The warranty is valid 12 months from the date of delivery.

All defects shall be notified to the seller in writing within 14 days from the date of delivery or, if the defect could not have been discovered in a careful inspection of the product, immediately after discovery of the defect and in no event later than the expiry of the warranty period.

The seller’s liability for defects shall be limited to the repair or replacement of the defective product within a reasonable time at the seller’s sole discretion, and shall not extend to any on-site work or any parts, equipment or machinery other than the defective part itself. Shipment charges to and from the seller of replacement products and defective products shall always be borne initially by the buyer but may be reimbursed by the seller if the seller fully accepts the warranty claim.

Should the seller fail to repair or replace the defective product within a reasonable time, the seller shall refund to the buyer the purchase price paid by the buyer for such defective product, in whole or in part depending on the nature of the defect. The seller will in no event be liable for any consequential or collateral damages and the seller's total maximum financial liability will in no event exceed the purchase price of the defective product. The above stated provisions are the sole and exclusive remedy available to the buyer in the event of a proven defect in any of the products and damage resulting there from. All undertakings, warranties, conditions, liabilities and remedies relating to any qualities of or defects in the products other than those expressly contained herein are expressly excluded. In particular, ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED.

5. Prices

The products shall be considered sold at the seller’s prices and payment terms prevailing at the time of the seller’s order confirmation or other express acceptance of order.

Unless otherwise specified in the confirmed order or other agreement between the parties, all prices quoted are FOB Haifa Port (Incoterms 2000 shall apply where confirmed order or agreement are silent). Any applicable value added tax, duties or other public charges paid or payable by the seller shall be added to the price and shall be paid or reimbursed by the buyer.

Firm price quotations are valid for a period of one month only from the date of quotation. The seller may, in its absolute discretion, accept or reject any order placed by the buyer.

The seller reserves the right to increase any agreed prices in the event of increases in value added tax, customs duties, or other public charges. The seller shall also have the right to increase the prices based on changes in the exchange rate for the currency in which the prices have been determined or in which materials or components used in the manufacturing process of the products are paid. In addition, seller reserves the right to revise its price list at its sole discretion from time to time.

Seller’s prices are for minimum order quantity of not less then ___________.

6. Terms of Payment

The seller shall, at its sole discretion, always be entitled to demand payment in cash against documents (CAD), or through an irrevocable, transferable Letter of Credit (L/C) confirmed by a bank (acceptable to the seller) allowing partial shipments and trans-shipments and being payable on sight in the seller’s country upon each partial shipment against the first presentation of :

(a) commercial invoice(s) in triplicate,

(b) either (i) full set of clean on board Bills of Lading, or (ii) the forwarding agent’s Certificate(s) of Receipt or (iii) one copy of way bill or consignment note, and

Where the seller has granted the buyer a credit facility, the price shall be paid by the buyer within 30 days after the date of the relevant invoice, unless otherwise agreed in writing between the parties. The seller reserves the right at seller’s sole discretion, to withdraw or vary credit facilities at any time by written notice to the buyer.

7. Delayed Payment

When payment of any of the seller’s invoices is overdue, the seller may suspend performance of the contracts to which the invoice relates and of any other contracts then subsisting between the seller and the buyer.

Interest on overdue amounts shall accrue without notice at the rate of the prevailing prime rate of interest at Chase Manhattan Bank +6%.

8. Delivery of Products

Unless otherwise specified in the confirmed order, the products shall be delivered FOB Haifa Port (Incoterms 2000 shall apply where confirmed order or agreement are silent) at such times as the parties agree in writing. Any dates quoted for delivery of the products are approximate only.

The seller reserves the right to make partial shipments and to make deliveries by or through its subsidiaries or affiliates or other parties.

9. Liability for Delay

The seller shall be liable for delays in the delivery of the products only if, and to the extent that, all of the following conditions are fulfilled:

(a) a fixed delivery date has been expressly agreed upon in writing between the parties,

(b) the delay exceeds four weeks, and

Damages, if any, payable to the buyer for delays in the delivery of the products according to the above shall be equal to the loss actually suffered by the buyer, but shall in no event exceed (0.5% per week of the price allocable to the delayed portion the delivery, and in no event shall the total amount of such damages exceed 5% of such price. The term “week” as used above shall mean subsequent periods of seven days immediately following the expiry of the four-week period referred to in ( b) above. If the delay exceeds three months, the buyer shall have the right to cancel the sale for the delayed portion of the delivery. In no event shall the seller be liable for any consequential or collateral damages including loss of profit by the buyer. Apart from such cancellation and the damage specified above, the buyer shall have no other remedy, and the seller shall have no liability for any delay or any failure by the seller to deliver the products. So as to remove all doubt, the seller will bear no responsibility for delays resulting from business disruptions, labor conflicts or cases of Force Majeure.

10. Risk and Title

The risk of loss and deterioration shall pass to the buyer immediately upon delivery. Title to and ownership of the products shall pass to the buyer only upon receipt by the seller of all payments due to the seller for the products delivered.

The buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the products, which remain the property of the seller.

11. Industrial Property Rights

The buyer acknowledges that all trademarks, trade names, patents, industrial designs, drawings, plans and other intellectual property, whether registered or not, as well as the seller’s know-how, relating to the products or provided by the seller are and shall remain the exclusive property of the seller and shall not be used, distributed, licensed, disclosed or registered by the buyer or any other party without prior written consent from the seller.

The buyer shall not use or disclose any of the seller’s trade secrets or know-how relating to the products.

12. Force Majeure

The seller shall not be held liable for any failure to perform caused by reason of force Majeure events or other circumstances or impediments beyond the seller’s control, including but not limited to, industrial or labor disputes, riots, fires, floods, wars, embargoes, shortage of labor, raw materials, energy or means of transportation whether affecting the seller or any subcontractor, or for circumstances caused by reason of laws, regulations, orders or acts of any government or authority.

13. General Limitations of Liability

The liability, if any, of the seller for any damages shall always be limited to an amount equal to the price paid by the buyer for the product to which the damage relates, THE SELLER SHALL IN NO EVENT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES, such as loss of profit; loss of contract, damage to property, loss of use, purchase in replacement, or liabilities to third parties.

The seller shall be liable for personal injury and damage to property (product liability) only if it is proved that such injury or damage was caused directly by the seller’s gross negligence. No action shall be brought against the seller more than one year after the cause of action has accrued and in no case later than three years after the delivery of the products.

14. Insolvency

The seller shall have the right to terminate forthwith any and all sales contracts or confirmed orders for any products that have not been delivered if the buyer becomes insolvent or bankrupt, makes arrangements with its creditors or enters into liquidation or rearrangement of debts. In such cases also the price for all products delivered and work done shall become immediately due and payable.

15. Applicable Law

These General Terms and Conditions of Sale and all sales contracts shall be governed by and construed in accordance with the United Nations Convention on Contracts for the International Sale of Goods (1980) subject to the laws of the country of the seller.

16. Jurisdiction

All disputes arising out of or in connection with these General Terms and Conditions of Sale and any contracts shall be submitted to the exclusive jurisdiction of the ordinary courts at the domicile of the seller. However, in addition, the seller shall have the right to bring a claim against the buyer for failure to pay for goods ordered or for breach of any other obligation owed to the seller or for violation of any right of the seller, at any court in the buyer's domicile and/ or wherever the buyer may also be subject to the jurisdiction of any court.

17. Written Form

Whenever a notice, acceptance, consent or other communication is required to be in writing according to these General Terms and Conditions of Sale, this requirement shall be considered fulfilled also when such communication is given or made by telecopier or electronic mail.