ARAN GROUP - TERMS & CONDITIONS OF SALE
Definitions a) “Customer” means any person or entity purchasing Products or Services from ARAN, either through electronic mail or through its Representatives. b) “Products” means any goods or ancillary services that ARAN provides to Customer.
Acceptance of Order – Product, quantity, delivery date, price and all other terms of sale are not binding upon ARAN until a confirmation order is issued by ARAN in writing (hereinafter “Confirmation Order”). Price Quotations & Payment Terms – prices specified in Price Quotation are subject to change at ARAN’s sole and exclusive discretion. A quotation by ARAN with respect to pricing and terms shall not constitute a fixed offer. ARAN expressly reserves the right to withdraw or amend the Price Quotation at any time prior to ARAN’s issuing of a Confirmation Order to Customer. In any case, a quotation issued by ARAN shall be in force for a period of 30 days only. VAT (if applicable) shall be added to any payment hereunder, against due invoice.Customer shall pay individual invoices according the defined in the Invoice; delayed payment shall bear interest at a rate of 10% per annum, without derogating any other right or remedy of ARAN. Standing Orders, Cancellations, Returns – No changes will be effective unless accepted by ARAN in writing at ARAN’s sole discretion. Orders in process are not subject to cancellation, deferment of delivery or changes in specifications. No claim shall be allowed nor credit given for Products returned without ARAN’s prior written consent which may be withheld in ARAN’s sole discretion. Customer must promptly notify ARAN once it became aware of any defective or non-conforming Product within the warranty period specified for each Product, and Customer’s failure to give notice to ARAN within the applicable time period shall be deemed an absolute and unconditional waiver of such claim of defective or non-conforming Product. In case of return of Product after Customer made assertion that Product is defective or non-conforming to the Product’s specification and provided some evidence to such claim, subject to ARAN’s evaluation the defective Product once returned to its premises, if ARAN agrees with Customer claim, ARAN will credit the Customer account of the price paid for such product. ARAN reserves the right to initiate legal proceedings against the Customer in the event Product is found to be in good shape and conforming the Product specifications, and/or if returned Product under this section is returned damaged and/or incomplete and/or inoperable. Delivery – Shipping dates are approximate only and subject to change by ARAN or carrier. ARAN shall not be liable for damages or delays in shipments. Customer may specify that Customer’s carrier be used at time of order placement provided Customer engages such Carrier. Limited Warranty – ARAN hereby warrants that upon delivery and until expiration date as set forth on each specific Product, the Products shall be free from defects in workmanship and material. The warranty is limited only to repair or replacement, at ARAN’S sole discretion, of defective Products sold to the Customer. For the removal of doubt, ARAN’S warranty shall not apply and ARAN shall not be responsible to any default or defect caused by: (i) accident, transportation, neglect misuse or improper maintenance, or due to Customer or any third party failure to comply with the ARAN’S written instructions; (ii) unauthorized alterations, including, but not limited to, installation or removal of equipment or other features, and all other modifications, not specifically approved in advance and in writing by ARAN; or (iii) the use of Products for other than the purposes for which designed hereunder. EXCEPT AS EXPRESSLY PROVIDED HEREINABOVE, ARAN MAKES NO ADDITIONAL WARRANTIES OF ANY KIND IN RESPECT OF THE PRODUCTS OR ANY OTHER ITEM MADE AVAILABLE TO THE CUSTOMER UNDER THIS AGREEMENT AND ANY WARRANTY ARISING FROM OR IMPLIED BY ANY APPLICABLE LAW, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE IS HEREBY EXCLUDED TO THE FULL EXTENT PERMITTED BY LAW. ARAN DOES NOT ACCEPT LIABILITY FOR ANY LOSS SUFFERED BY THE CUSTOMER AS A RESULT OF ANY MISREPRESENTATION, MISDESCRIPTION, BREACH OF CONTRACT, BREACH OF DUTY OR OTHER ACT OR OMISSION (UNLESS FRAUDULENT) HOWEVER MADE OR CAUSED WHICH CONSTITUTES MORE THAN A REFUND OF ANY SUM PAID OR THE WAIVER OF ANY SUM CONTRACTUALLY PAYABLE BY THE CUSTOMER FOR THE PRODUCT. THESE LIMITATIONS ON DAMAGES AGAINST ARAN SHALL APPLY TO ANY DEFAULT OR BREACH BY ARAN INCLUDING THE BREACH OF ANY WARRANTY OR ANY TORT COMMITTED BY ARAN. CUSTOMER HEREBY EXPRESSLY WAIVES ANY CLAIM FOR PUNITIVE DAMAGES. Indemnification – Customer shall defend, indemnify and hold harmless each of ARAN, its subsidiaries, and affiliated entities, and its or their respective successors, assigns, officers, directors, shareholders, subcontractors, agents, employees, and representatives (each, a “ARAN’s Representative”) from and against any and all claims, losses, liability, expenses (including without limitation reasonable attorney’s fees) arising out of, from, or in connection with any: (i) breach by Customer of any term or provision of this Agreement; (ii) Damages arising out of or relating to Customer’s receipt, handling, storage, possession, transportation, disposal, purchase, resale, or use of any Product other than in accordance with ARAN’s instructions (whether used singly or in combination with other products); (iii) injury to person or property in any way related to the goods sold unless caused by the gross negligence or willful act of ARAN. Customer may not settle any such claim against ARAN and/or ARAN’s Representatives without the prior written consent of ARAN. Customer’s Default – In the event of default by Customer, ARAN shall have the right at all times to obtain possession of Products sold wherever such Products are located without prejudice to ARAN’s right to compensation from Customer in connection with Customer’s default. Confidential Information – Customer shall maintain in confidence, not disclose to any third party, and not use, except for the specific purpose of performing under this Agreement, all confidential information furnished to it by ARAN in connection with this Agreement, as a result of discussions, negotiations, or other communications with ARAN in relation to the Products. “Confidential Information” means all non-public proprietary and/or confidential information including, but not limited to, facility, equipment, or service suppliers; design, procurement, security, qualification, maintenance, and supply chain information; Product specifications, drawings, or prototypes; standard operating policies, procedures, and training; pricing; technology information; business and or marketing plans; financial data; Customer contact information (and other customer material or data); non-public intellectual property; and organization or personnel information. Customer shall be considered liable for the acts and omissions of its employees, agents, and representatives with respect to ARAN’s Confidential Information. It is acknowledged that ARAN would not have any adequate remedy at law for the breach by Customer of any one or more of its obligations contained in this section, and agrees that in the event of any such actual or potential breach, ARAN may, in addition to the other remedies that may be available, file a suit in equity to enjoin Customer therefrom. Intellectual Property – The sale and delivery of the Products by ARAN to Customer does not constitute a sale or delivery or transfer of any right, title or interest in or to ARAN intellectual Property including but not limited to the pattern design, label, copyright or proprietary marks of ARAN or ARAN’s licensors (“Intellectual Property Rights”). Customer shall not use the proprietary marks of ARAN or ARAN’s licensors except with the specific written permission of ARAN. Waiver Provisions – No waiver by either party of any default shall be deemed a waiver of any subsequent default. Any replacement or adjustment of a delivery shall cure any defaults with respect to that delivery and any defaults so cured shall be deemed to not have occurred. Assignment – No rights of Customer under or arising out of any contract with ARAN may be assigned without the express written consent of ARAN. Governing Provisions – If any of these Terms and Conditions conflict with the terms and conditions purportedly specified by Customer, then the confirmation of Customer’s order is made only upon the express understanding of any condition at the terms and conditions herein shall govern and control the contract between Customer and ARAN irrespective of whether Customer accepts these terms and conditions by written acknowledgement, by implication or by acceptance of or payment for the goods ordered hereunder. ARAN’s failure to object to provisions contained in any communication from Customer shall not be deemed a waiver of or a modification to any or all of the standard terms and conditions of sale as expressed herein. Force Majeure – ARAN shall not be liable for its failure to perform any of its obligations hereunder during any period in which such performance is delayed or made impossible by Force Majeure including but not limited to fire, flood, war, embargo, riot, labor, unrest, strikes or the intervention of any governmental authority. Representation and Warranties – Each party represents and warrants that it: (i) is authorized to enter into this Agreement and that in so doing it is not in violation of the terms or conditions of any contract or other agreement to which it may be a party; and (ii) has or shall obtain all appropriate consents or permissions to perform its obligations under this Agreement and to disclose any information to the other Party. Customer further represents and warrants that it shall comply with all applicable laws, rules, and regulations related to its performance hereunder and in the receipt, handling, storage, possession, transport, disposal, purchase, or use of any Product; Applicable Law and Dispute Resolution – This Agreement is made pursuant to and shall be construed and enforced exclusively in accordance with the laws of the state of Israel, without giving effect to otherwise applicable principles of conflicts of law. Any and all disputes arising out of or in connection to this Agreement are subject to the exclusive jurisdiction being in the courts of Tel Aviv, Israel. The parties hereby expressly exclude the application of The United Nations Convention on Contracts for the International Sale of Goods to this Agreement, including, without limitation, Article 35(2) thereof
Notice – Any notice or other communication under these Terms and Conditions shall be given in writing and shall be deemed to have been delivered and given for all purposes on the delivery date if sent by electronic mail to the addresses stated on the Price Quotation, or as properly amended.