General Terms & Conditions (GTC)
The Israeli Coastal and Marine Engineering Research Institute Ltd. ("CAMERI")
All Services preformed by CAMERI in all geographic locations around the world, are made on the following Terms of Service (“Standard TS”):
In these Standard TS, any Services provided by CAMERI to the Customer (“Customer”) named in CAMERI’s quotation or acknowledgment (“Order”) are referred to below as (“Service” or “Services”).
- 1. Agreement. If Customer has not otherwise agreed to these Standard TS, then Customer’s acceptance of CAMERI’s quotation for the Service shall constitute Customer’s agreement to these Standard TS. CAMERI objects to and will not agree to any terms that are additional to, or different from these Standard TS. Terms that are printed on or contained in an Order or other form prepared by Customer which are additional to, in conflict with or inconsistent with these Standard TS shall be considered to be inapplicable and shall have no force or effect. If Customer objects to any of the provisions of these Standard TS, Customer must bring such objection to the attention of CAMERI in a writing separate from any Order or other printed form of Customer, which shall be deemed to be proposals for different terms of service that may be accepted only in writing, signed by an authorized representative of CAMERI.
- 2. Prices. The prices for the Services are listed on the face of the quotation and are not subject to decrease on account of pricing to any other Customers. Prices quoted are firm for 30 days from the date of quotation by CAMERI, with the exception that CAMERI reserves the right to correct any and all typographical errors. CAMERI have the right to increase its prices at any time upon notice to Customer, to reflect any increase in CAMERI’s costs, including, but not limited to, an increase in the cost of materials, cost of labor, inflation rate, foreign exchange rate and any other changes in economic or market conditions. If Customer requests and CAMERI agrees to any changes in Customer’s Order after its receipt by CAMERI, Customer shall pay all charges reasonably assessed by CAMERI with respect to those changes. Any engineering or other changes to the requested Services by Customer will permit CAMERI to re-quote the Services in their entirety. These conditions shall apply to all Orders or releases, issued by Customer regardless of their nature of being a requirement, serial, blank, open, or fixed-term Order.
- 3. Payment Terms. Unless otherwise specified in CAMERI’s quotation or acknowledgment, payment in full of the price is due 30 days after the performance of the Services, without discount, except that if at any time, CAMERI determines that Customer’s financial condition does not justify the providing of the Service on credit or if Customer shall at any time be in default in any indebtedness or obligation owing to CAMERI, then CAMERI may require advance payment, or payment of the entire balance. CAMERI may also require periodic progress payments and shall have the right to suspend performance if progress payments are not made as required. Any payment not made when due shall accrue a late charge of 6% per Customer may not offset or recoup any claim against amounts due to CAMERI.
- 4. Delivery. Unless CAMERI agrees otherwise in writing, delivery and performance dates are estimates only, calculated from the date of receipt of Customer’s order and complete drawings, specifications, designs, samples, and other information reasonably requested by CAMERI to perform the services, (“Requested Information”). CAMERI shall not incur any liability, direct or indirect, nor shall any order be cancelled because or as a result of any delays in meeting such dates or schedules. CAMERI reserves the right to recalculate any, delivery or performance dates upon receipt of Customer’s order. CAMERI may provide all the Service deliverables at one time or in portions from time to time. CAMERI shall have the right to determine the method of providing the Service deliverables, unless otherwise stated in CAMERI’s quotation or acknowledgment. Customer will not, unless properly authorized, import, export, reexport, resell, transfer, or disclose (directly or indirectly) any Services deliverables or technical data, or the direct product of any technical data: (1) to any person or entity designated on a restricted parties list according to the Prohibition on Money Laundering Law, 5760-2000; (2) to any country subject to an applicable embargo or economic sanctions program; (3) for any prohibited end-use (i.e., nuclear, missile, chemical/biological weapon proliferation). Customer shall hold CAMERI harmless from any liability arising from Customer’s failure to comply with such laws, regulations and orders.
- 5. Taxes and Duties. CAMERI’s price does not include value-added, sales, excise, use or other taxes, or any tariffs or customs duties, and Customer shall be liable for all such taxes and duties, whether or not CAMERI invoiced Customer for them.
- 6. Force Majeure, Unavoidable Delay and Shortages. If CAMERI is not able to finish, or to perform the Services, on time because of anything CAMERI cannot control (including but not limited to casualty, labor trouble, plague outbreak, fire, flood, governmental act or regulation, riot, terrorist act, equipment or power failure, unscheduled maintenance, accident or act of God), then the estimated delivery or performance time shall be extended accordingly, and CAMERI shall not be liable to Customer for any damages caused by the delay.
- Changes. CAMERI shall have the right to make design or engineering changes in its equipment, processes and methods or performance of the Services, but CAMERI will not make any changes in operational or dimensional specifications that Customer submits. Stenographical and clerical errors in quotations are subject to correction.
- Defects; Remedies
EXCEPT AS STATED IN THIS PARAGRAPH, CAMERI DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTY AS TO THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
Customer is solely responsible for determining the proper application and use of the Service deliverable. CAMERI shall not have any tort liability to Customer with respect to any of the Services and shall not be liable for consequential, incidental, special, exemplary, indirect, or punitive damages that arise from any misuse of the Service deliverables, including but not limited to such damages arising out of personal injury, death, property damage, lost profits or other economic injury. CAMERI shall not be liable to Customer or any other person in tort for any negligent, or for the omission of any warning with respect thereto, or for the negligent performance of the Services. No statement to the contrary shall bind CAMERI unless made in a writing signed by an authorized officer of CAMERI. Customer solely will bear responsibility for the results of each of the cases listed above, except in cases of malice by CAMERI.
- Solvency and Security Interest. Customer represents that Customer is solvent. CAMERI retains title to the Services until the invoiced price is fully paid in immediately available funds.
- Permits and Compliance. CAMERI is not responsible for obtaining any permit, inspection or license that is required for the performance of the Services. CAMERI does not make any promise or representation that the Services will conform to any law, ordinance, regulation, code or standard.
- Safety Features. Customer shall preform all engineering operations on which CAMERI has performed the Services, properly and according to CAMERI’s operating instructions. Remove or change any to any safety device, warning or operating instructions shall be at Customer’s sole liability and Customer will hold CAMERI harmless against such changes.
- Intellectual Property and Confidentiality. All inventions (whether or not patentable), devices, technologies, ideas, improvements, processes, systems, software and other works or develops in the course of CAMERI’s design, development or manufacture of the goods or performance of the Services and all drawings and specifications that CAMERI provides to Customer (“Intellectual Property”) shall be CAMERI’s sole property, and Customer assigns, and agrees to assign, to CAMERI all right, title and interest that Customer now has or in the future acquires in the Intellectual Property. Customer shall not disclose or use any of the Intellectual Property or any information about CAMERI’s business, operations or activities, except to the extent necessary for Customer to use the Services.
- 15. Cancellation / Termination. Any purchase order for the CAMERI’s services may not be cancelled for any reason, in whole or in part, without CAMERI’s prior written approval. In the event a cancellation is approved by CAMERI then, unless otherwise agreed, Customer shall pay CAMERI (i) all costs and expenses CAMERI incurred in relation to the order before CAMERI received the cancellation request, (ii) a cancellation charge equal to 25% of the invoice price, and (iii) any shipping charges and other out of pocket expenses incurred by CAMERI in relation to the cancellation. In the event Customer does not agree to or pay for the price changes or the charges as stipulated in Section 2 herein, CAMERI reserves the right to cancel the performing of Services or terminate the Order with a maximum of 60-day prior written notice without any liability to the Customer. These conditions shall apply to all Orders or releases issued by Customers regardless of their nature.
- Insecurity and Adequate Assurance. If CAMERI ever believes, in good faith, that it has grounds for insecurity as to Customer’s performance under the Contract, Customer shall provide adequate assurance of due performance within ten (10) days after CAMERI demands the assurance, which shall be considered to be a reasonable time. Customer’s failure to do so shall be a repudiation by Customer of the Contract and all other then-existing contracts that allow Customer to obtain Services from CAMERI. “Grounds for insecurity” include, without limitation, (1) Customer’s failure to make a payment to CAMERI or to perform another obligation under the Contract or an Outstanding Contract, (2) Customer’s insolvency, (3) a deterioration in Customer’s financial condition after the Contract was entered into and (4) Customer’s failure to provide financial statements and other financial information to CAMERI promptly upon CAMERI’s request. “Adequate assurance of due performance” includes, without limitation, providing a letter of credit or comparable security for all obligations of Customer that then exist or that will arise in the future under all Outstanding Contracts.
- Indemnity. Customer shall indemnify and hold harmless CAMERI with respect to all damages, losses, claims and expenses, including but not limited to consequential and incidental damages and attorney fees, that CAMERI incurs as a result of Customer’s breach of any of Customer’s obligations under these Standard TS or any claimed unfair competition or patent, trademark or copyright infringement or any other claim resulting from CAMERI’s performance of the Services, to Customer’s specifications.
- CAMERI’s Rights. CAMERI has all rights and remedies given to CAMERI by applicable law, and CAMERI’s rights and remedies are cumulative and may be exercised from time to time. A waiver by CAMERI of any right on one occasion will not be a waiver of any future exercise of that right.
- Time For Bringing Action. Any action that Customer brings against CAMERI for breach of this Agreement or for any other claim that arises out of or relates to the goods or their design, manufacture, sale or delivery or the services must be brought within 1 year after the cause of action accrues.
- 20. Applicable Law. This agreement between CAMERI and Customer shall be considered to have been made in Israel, and it shall be governed by and interpreted according to the law of Israel. either party may bring any action that arises out of or relates to this agreement in the courts of Haifa that has jurisdiction of the subject matter, and Customer irrevocably consents that any such court shall have personal jurisdiction over Customer and waives any objection that the court is an inconvenient forum.
- Complete Agreement; Amendment. The terms on CAMERI’s quotation or acknowledgment and these Standard TS contain the entire agreement between Customer and CAMERI. Any change in this agreement must be by a signed writing. This agreement is not assignable or transferable by either party, except to its successor, or to the transferee of all or substantially all the party’s assets to which this contract relates.