The Israel Institute for Marine Engineering Research Ltd. (the “Institute” or the “Service Provider”) General terms and conditions for the provision of the services and products
The provision of the Institute’s services at any location around the world will be carried out under the terms and conditions as detailed below:
Under these General Conditions, all services and products provided and/or provided by the service provider to the customer (the “Customer”), which are specified in the price quote of the service provider or in the order of the Customer (“Order”), shall be referred to below in relation to the products as “Goods”, and in relation to the services provided by the service provider to the Customer, shall be referred to hereinafter as “Services”.
Insofar as there is no agreement stating otherwise, the customer’s consent to the Institute’s price quote, in connection with the provision of the services and/or the goods and/or payment for them, will constitute the customer’s consent to these general conditions. The Institute will not accept additional or different terms from these general conditions. Conditions contained in the order, or in another document prepared by the customer, which are additional, contrary and/or inconsistent with these general conditions, shall be deemed to have no legal force. Insofar as the customer objects to any of the provisions of these General Conditions, the customer must raise this objection in writing, separately from each order, which will be considered acceptable only after it has been approved in writing by an authorized representative on behalf of the Institute.
The prices of the services and/or goods listed in the price quote will not be affected as a result of lower pricing given to others. The prices quoted are valid for 30 days from the date of the quote. The Institute reserves the right to correct any clerical error. The Institute has the right to raise its prices at any time by notifying the customer, as a result of a change in the Institute’s costs, including, but not limited to, the cost of materials, the cost of labor, the inflation rate, the exchange rate and any other changes in the conditions of the economy or the market. Insofar as the Institute agrees to any requested change in the customer’s order after it has been accepted by the Institute, the Customer will pay all the charges arising from the change, provided that they are within the reasonable boundaries. Any engineering or other modification of the services and/or goods by the customer will allow the Institute Update the quote, in connection with all services and / or goods. Insofar as a request for a change includes a change in the demand for raw materials and/or products purchased by the Institute for the customer, the customer will pay for the difference in the costs of the materials. These conditions will apply to all orders produced by the customer regardless of the nature of the order – serial, request for quote, fixed or one-time order.
3. Payment terms
Unless otherwise stated in the quote, or with the approval of the order by the Institute, the full consideration will be paid within 30 days from the execution of the services or from the delivery of the goods, without discount. Insofar as the Institute, at its discretion, assesses that the customer’s financial situation does not allow the provision of services on credit, the Institute may require payment of an advance payment or payment at the time of commencement of the provision of services and/or the supply of goods, and the Institute will have the right to withhold until the full payment of the consideration is transferred. The Institute may require payments in accordance with the stages of progress, and will be entitled to suspend the provision of services to the extent that payment at a certain stage is not made as required. Any payment that is not repaid on time will bear accrued arrears interest at a rate of prime + 6% per annum, starting from the seventh day of delay. The customer will not have any right to offset, or a claim against any amount owed to the Institute.
4. Delivery and risk of loss
Insofar as it has not been agreed otherwise in writing, the date of transfer of responsibility for the goods to the customer will be on the date of delivery of the goods specified in the quote. The dates of delivery, delivery and performance of the services are estimates only, calculated from the date of receipt of the order and/or confirmation of the quote and subject to receipt of all the required documents from the customer, including plans, charts, specifications, models, samples and other information reasonably requested by the Institute (“The required information “) In order to perform the services or provide the goods and any delay arising as a result of the non-provision of the required information will apply to the customer. The Institute will not bear any responsibility, direct or indirect, and the customer will not have the right to cancel any order due to delays in such dates or schedules. The Institute reserves the right to recalculate the dates of execution of the services, or delivery of the goods, upon receipt of the order. The Institute may perform the services or send the goods, at one time or in parts from time to time. The Institute will have the right to determine the manner of delivery of the products of the services and/or goods unless otherwise specified in the quotation and/or with the Institute’s approval of the order. The customer will not sell, transmit or disclose (directly or indirectly) any research products, technical data, or goods: (1) to any person or entity appearing on the lists in accordance with the Prohibition on the Financing of Terrorism Law, 5765-2005; (2) to any country subject to economic sanctions; (3) any end use is prohibited in accordance with the Defense Export Control Order (Combat Equipment), 5768-2008. The customer will exempt the Institute from any liability for damage caused as a result of the customer’s failure to comply with the provisions of any law, regulation or order as aforesaid.
The price does not include value added tax, according to its rate at the time of delivery or performance of the services, or any duties, and the customer will be responsible for all taxes and duties.
6. Force majeure, inevitable delay and shortage
If the Institute is unable to perform the services or deliver the goods to the customer on time, due to any event beyond its control (including but not limited to strikes by third parties, unavailability of means of supply or transportation, fire, flood, government decision, accident, or force majeure) (“force majeure”), the estimated time of performance of the services or the supply of the goods will be extended accordingly and the Institute will not be liable for damage caused to the customer due to delay resulting from such force majeure.
The Institute shall have the right to make design or engineering changes to the parts, equipment, processes or performance of the services, but the Institute shall not make changes to the operational specifications or dimensions approved by the commissioning party. Writer’s errors or errors in registration, will be corrected by the Institute.
8. Flaws; Remedies
If any properly installed item is found to be defective within one year (the “Warranty Period“)”) from the date of its delivery, the Customer will return the item to the Institute within the warranty period. The Institute, at its absolute discretion, will repair or replace the defective item, at its own expense. An item will be considered “defective” if the Institute finds it to be defective, an item will not be considered defective insofar as the defect meets the industry standard, or specifications, or whose use was not in accordance with what is stated in the proposal price. The Institute will not repair or replace an item that was not used by the customer. Insofar that the Institute finds that the item is not damaged as stated above, the transportation costs will be on commissioning account.
This warranty shall not apply to an alleged defect resulting from damage, unreasonable use of physical force, vandalism, abuse, changes, modifications, additions or corrections made without The Institute’s prior consent, excessive electrical loads, exposure to corrosive water or liquids or other substances, excessive heat exposure, or use not as planned by Institute.
Except as stated in this section, The Institute does not warrant responsibility express or implied in any respect to the goods or the services, including but not limited to, responsibility for the compatibility of the service or goods for any purpose. The customer is solely responsible for determining the application and proper use of data, of the products of research or of the goods. The Institute shall have no liability for damage to the customer in relation to the services or goods and shall not be liable for consequential, incidental, special damages, indirect or criminal damages arising from any defect in the goods, or from the use of research products, or data not in accordance with the Institute’s recommendations, including but not limited to personal harm, death, property damage, lost profits or any other economic damage.
No provision of these General Terms, shall not be construed and shall not impose on the Institute or on any worker, working on behalf of or in the name of the Institute any liability or to hold them responsible for compensation for any loss, damage or loss that may be caused to the body or property of the customer, his employees and any other person acting on their behalf of or in their name, or of any third party, due to an act or omission, violation of the provisions of these general conditions, negligence, disaster or any other cause related to or arising out of the performance of these General Terms or from the manner of their execution, and the customer alone will bear full responsibility for the results of each case from the particular cases, except cases of malice.
The Institute will be the sole owner of the products of services, data, research products and goods until payment of the full consideration
10. Certifications and compliance
The Institute will not be responsible for obtaining any permit, audit or license required for the performance of the services or for the installation or operation of goods. The Institute does not represent or warrant that the goods and services will comply with any law, regulation, or standard.
The customer will install and operate the goods and perform all engineering operations resulting from the products of the services, properly and in accordance with the recommendations of the Institute, and will not remove or change any safety measures, warnings or operating instructions that the Institute has placed on the goods or other equipment.
12. Intellectual Property and Confidentiality
All inventions (whether patentable or not), instruments, technologies, ideas, improvements, processes, systems, software and other works carried out or developed in the course of providing the design, development, production of goods or performance of the services by the Institute, and all plans and specifications presented to the Customer by the Institute (“Intellectual Property”) shall be the exclusive property of the Institute. . The customer will assign to the Institute all rights, existing or future, of the intellectual property. The Customer shall not disclose or use the intellectual property or any information about the Institute’s business, or activity, except to the extent reasonably necessary for the customers’ use of the services or goods.
13. Cancellation / Termination
No order of services or goods will be canceled for any reason which is, in whole or in part, without the prior written permission of Institute. In the event that a cancellation is approved by the Institute, if not otherwise agreed, the Customershall pay the Seller (i) all the costs and expenses incurred by the Institute in relation to the order, before the Institute accepted the cancellation request; (ii) fees cancellation at a rate of 25%; in addition to (iii) shipping charges and any other expenses incurred by the Institute in relation to the cancellation. In the event that the customer does not agree or pay for the change at prices or charges as specified in Section 2 below , the Institute reserves the right to cancel the performance of services or delivery of goods, or to finalize the relevant order, with 60 days’ prior written notice, without any liability towards the Customer. These terms will apply to all Customer’s orders, regardless of their nature.
14. Ensuring value
Insofar as the Institute believes that it has reasonable grounds for securing the Commissioning Party’s obligations for payment, the Customer shall provide adequate collateral to secure the consideration within ten (10) days of the Institute’s demand. The failure of the customer to do so will be considered a failure of consideration on the part of the customer and will constitute grounds for terminating the contract. Such grounds shall include, without limitation, (1) the failure of the Customer to pay the Institute or to perform any other obligation under these General Conditions, the price quote or order, (2) the insolvency of the Principal, (3) deterioration of the Customer’s financial situation after entering into a contract with the Institute, (4) the Principal’s failure to provide financial statements and other financial information to the Institute immediately upon the Institute’s request. “Guarantee of Consideration” shall include, without limitation, a letter of credit or other collateral acceptable to the Institute, with respect to any account not paid on time.
15. Indemnification and compensation
The Customer undertakes to compensate and indemnify the Institute and/or anyone acting on its behalf, for any damage, loss, and expenses, in the full amount required of the Institute and/or anyone acting on its behalf, as well as following and/or in connection with a claim for the loss or damage or loss or injury for which the Customer is responsible, as well as for all expenses that the Institute and/or anyone acting on its behalf will be required to bear in order to defend against such claims (including attorney’s fees and legal expenses), and subject to the Institute providing the customer with a written notice of the claim and/or proceeding within a reasonable time, and giving the customer an opportunity to defend himself against it. This includes any claim in connection with patents, trademarks, copyrights or any other claim arising from the manufacture of the goods, or the performance of the services, according to the specifications of the customer.
16. The Institute’s Rights
If the Institute has not enforced or has delayed any of the rights granted to it under these General Terms and/or by virtue of law, in a particular case or in a number of cases, this shall not be deemed a waiver of such right or any other rights.
Any claim that the Customer may raise against the Institute for violation of these Terms or for any other claim arising out of or relating to the services, the goods, or their content, their production, sale or delivery, must be raised within one year from the date on which the cause of action arose.
18. Applicable Law
These General Terms and Conditions shall be governed solely by Israeli law, and shall be construed solely in accordance with the provisions of this Law, the parties hereby irrevocably agree that jurisdiction in all matters relating to these General Terms shall be vested in the competent courts in the city of Haifa only, and no court in another country or city shall have the authority to hear the matter arising by virtue of these General Terms or related to or relating thereto.
19. Entire agreement, modifications
These General Terms express completely the agreement between the parties, and there shall not bear any relevance to any negotiations, declarations, representations, undertakings or agreements made, whether made in writing or orally, whether express or implied, between the parties prior to the approval of the quote or the issuance of the order, of which these General Terms are an integral part, including any prior agreements entered into between the parties with respect to this engagement, which will be invalid starting from the issuance of the order or confirmation of the quote. Any change to these General Terms shall have no effect unless expressly made in writing.