Ownership of the goods sold under the terms of this invoice shall not pass to the purchaser until payment in full has been made. We hereby certify that the above invoice is a true and correct statement, that it corresponds to the shipment and that the goods are of Israeli origin. This invoice is issued in accordance with our General Conditions of Sale.
1. All conditions of sale will be concluded on the following terms, which will be binding on both parties.
2. The vendors` offers are not binding and form part of a contract only after the vendors confirmation of the order. Terms of purchase of the party placing the order that differ from these terms are applicable only if their acceptance is confirmed by the vendor in writing. Supplementary agreements and modifications to the contract must be made in writing in order to be valid.
3. Any disputes regarding this contract will be settled by the competent court in Hadera, Israel, unless some other court is imperatively prescribed by law. The vendor may, at his option, also take proceedings against the purchaser in the courts of the latters`domicile. Contracts concluded under the operation of these Condition of Sale will be governed solely by Israeli law.
4. a. The goods sold will remain solely the vendors` property until payment of the entire purchase price, plus any interest due has been made.
b. As long as the purchase has not paid the full purchase price, he will not be entitled to hand over the goods to third parties, whether by way of security or on consignment, receiverships, bankruptcy managers or otherwise, without the vendors written permission.
c. If the goods are processed into or incorporated in new or other products, the vendor will become the owner of those products and the purchaser will hold them for the vendor as owner by way of security for the payment in full of the purchasers`debt to the vendor until payment for the goods has been made in full. To that end, vendor and purchaser agree that the title of such products, whether or not they are finished products, will be assigned to the vendor, and that this assignment will be deemed to have taken place by virtue of and at the mere act or event whereby the goods sold are processed or incorporated as referred to in this paragraph.
5. a. The goods will be dispatched at the purchasers` risk, even where delivery carriage paid or C.I.F. has been agreed. Prices quoted for delivery carriage paid or C.I.F. will be based on the cheapest mode of transport. Should the purchaser desire or prescribe a special route or other means of transport for the carriage of the goods, the additional expense so entailed will be his account.
b. If the goods are not called for delivery in good time by the purchaser, the vendor will have the option, after fixing a new time limit of ten days, of either requiring the purchaser to take belated delivery of the goods and claiming damages or of regarding the contract as dissolved without judicial intervention and claming, an indemnity on that account. In case that the vendor reclaims and / or reroutes the goods to another destination, all expenses, freight costs, storage fees, transport costs, etc., will be on the account of the purchaser. These sums will be owed to the vendor without need for further litigation and judicial intervention.
6. a. Any order may be cancelled without judicial intervention if, in the vendors` opinion, the credit risks arising out of the transaction cannot be adequately covered by an institution, to be nominated by the vendor, which is engaged in the business of insuring against such risks.
b. Force Majeure whereby delivery of the goods is delayed or prevented will release the vendor from fulfilling the obligation on time, and will not give rise to any liability on the vendors` account. The term "force majeure" will be understood to mean any circumstance beyond the vendors` control and will include, but will not be restricted to: Act of God, War, Military and civil commotion, a strike at the vendors works, governmental measures, interruptions of any kind to the vendors` operations, interruptions in the vendors normal supplies of raw and ancillary materials, and delays in the carriage of products by the means of transport selected by the vendor.
7. a. Complaints and or defects as can be ascertained by careful examination of the goods must be notified in writing to the vendor by the purchaser within arrival of the goods. Other defects must be notified to the vendor no later than six months after arrival of the goods to the purchaser. A justified complaint regarding the goods submitted within the above periods shall entitle the purchaser to a reduction in price, or to cancel the purchase, unless the vendor remedies the defect within a reasonable time or takes the goods back and replaces them with goods free of defects. If the contract is cancelled, any payments made by the purchaser shall be reimbursed only after the vendor is again in possession of the goods.
All other claims, especially for damages of any kind, are excluded.
b. Complaints about goods supplied can no longer be entertained once they have worked or processed or modified in any way.
c. Minor deviations in quality, color weight, finish and or designs which are customary in the branch or technically unavoidable will not constitute grounds for complaint.
8. All products manufactured by the vendor must be used under appropriate conditions after full and proper instruction from a qualified instructor. The vendor has no control over the use of his products and disclaims any liability or responsibility for injuries or damages resulting from the use of the vendor's products. Purchasers and third parties who engage in aviation sports using the vendors equipment assume all risk for damages and injury only upon themselves.
9. The compensation payable by the vendor on whatever grounds shall never exceed the invoice value of the goods supplied.
10. a. Invoices will bear the date on which the goods become available for delivery or collection.
b. In the event of payment being made before the expiry of the date for payment, no compensation for loss of interest will be given. Promissary notes will not be accepted.
c. Payment will always be taken to be in settlement of the debts of longest standing, including interest accured thereon by reason of the delay in payment.
d. When payment is made through a bank, the date on which the check is cashed by the vendor will be regarded as the date of payment.
e. On all payment made after the due date the purchaser will be charged interest.
f. All detrimental consequences of exchange loss or otherwise arising from late payment or non payment, shall be on the purchasers account, even if according to the regulations existing in his country, the purchaser has fulfilled his payment obligations in good time, but the circumstances or measures outside his control have caused transfer to take place in a manner detrimental to the vendor.
g. Should a substantial deterioration in the purchasers financial position occur after the conclusion of the contract but before the delivery of the goods, the vendor will be entitled to proceed further with the performance of the whole or any part of the contract, or require the terms of payment be changed.
h. All costs of collection to be incurred by the vendor, both judicial and extra – judicial, shall be borne by the purchaser.
11. Payment of the purchase price should be made in Israel, in the currency in which the order was placed and accepted.
12. The vendor shall at all times be entitled to offset automatically the amounts which are at any time on any account whatsoever due to him from the purchaser or payable by him to the purchaser against amounts which are at any time on any account whatsoever payable to the purchaser by or due from the purchaser to him.