1. Definitions
“Seller” means To-Team
“Customer” means the person(s) or company whose order for Products is accepted by the Seller.
“Products” means any good supplied or to be supplied by the Seller to the Customer.
2. Orders
All Orders placed on Seller are specifically subject to all of the terms and conditions contained herein. No change, alteration, deletion or modification of any of these terms and conditions is permitted. These terms and conditions take precedence over Buyers supplemental or conflicting terms and conditions to which notice of objection is hereby given. Acceptance by Customer is limited to and conditional upon Customer’s assent to these terms and conditions.
These terms and conditions may only be waived or modified in a written agreement signed by an authorized representative of To-Team.
All Orders are subject to acceptance by To-Team and its divisions and subsidiaries. Orders for special, custom, value-add and Products specifically identified by To-Team as “non-standard” are non-cancelable and non-returnable (“NCNR”)
Orders for standard Products may not be cancelled or rescheduled without Sellers written consent, which shall not be unreasonably withheld.
3. Prices
Seller has used all reasonable endeavors to ensure that prices for products are accurately set out on the Seller’s website, but reserves the right to change its prices without notice at any time. Prices charged will be those prevailing when an order is accepted. Products not stocked by Seller will be sold at the price laid out in the relevant quotation supplied by Seller. Quotations are valid for 30 days unless otherwise stated.
All prices exclude VAT, which Seller will add at the rate applicable at the date of order dispatch.
Unless otherwise agreed in writing by Seller all prices quoted are exclusive of transportation and insurance cost, duties and taxes. Buyer agrees to pay these costs unless Buyer has provided Seller with necessary exemption documentation in the appropriate form. Buyer agrees to indemnify and hold Seller harmless for any liability for costs in connection with the sale. When applicable, transportation and taxes shall appear as separate items on the Sellers invoice. Seller shall select the carrier in the absence of specific instructions by Buyer.
4. Payment
If Seller has not granted credit terms with the customer, full payment is due immediately upon placing an order.
Credit terms (subject to satisfactory references and at Sellers absolute discretion) are available. Standard terms of payment are net thirty (30) days from the date of invoice unless otherwise stated otherwise in writing by Seller. On any past due invoice, Seller may charge interest from the payment due date at 1.5% per month, plus reasonable fees and collection costs. Seller may change the terms of Customer’s credit at any time.
Customers paying by credit card will be liable for any additional fees or charges applied by credit card companies.
Customers paying by wire transfer must remit the full amount gross of Buyers and Sellers bank charges.
5. Invoice terms:
5.1 To-Team LTD owns the goods till the total payment is received. Despite the mentioned above, it is To-Team’s right to require the total payment to be paid in full for the goods.
5.2 The receiver’s signature shall be the certificate of approval for receiving the goods, even though the signature has been made on delivery company’s paper work,
this will be the official document till dismissal of full payment for the goods.
5.3 Warranty for the products is only for the owner of the invoice.
5.4 The warranty for the different products is subordinate to manufacture warranty.
5.5 Receiving of the goods shall serve as an approval and confirmation of for the aforesaid sales terms.
6. Delivery and Title
Seller’s delivery dates are estimates only and Seller is not liable for delays in delivery. Seller reserves the right to make partial shipments and Customer will accept delivery and pay for the Products delivered. A delayed delivery of any part of an Order does not entitle Customer to cancel other deliveries.
Customer is responsible for all shipping costs and any applicable surcharges. The risk of damage to or loss of Product will pass to the Customer upon delivery of product to the Carrier. Ownership of the goods shall not pass to the Customer until the Seller has received in full (cleared funds) all sums due from the Customer to the Seller on any account whatsoever. If the Customer is late in paying any sum to Seller then Seller shall be entitled to the immediate return of all products where the ownership has not passed to the Customer. The Customer authorizes Seller and its agents to recover the Products, and to enter any premises of the Customer for that purpose. Demand for and recovery of the Product by Seller shall not in itself discharge either the Customer’s liability to pay the whole of the price and take delivery of the Products, or Seller’s right to sue for the whole of the price.
7. Acceptance of Product and Product returns
Shipments will be deemed to have been accepted by Customer upon delivery of the said shipments to Customer unless rejected upon receipt. Customer must notify Seller in writing of any damage, shortage or other discrepancy to Products within 10 days after delivery. After the 10th day the Customer is deemed to have accepted Product and may not revoke acceptance.
Seller’s record of the Products dispatched (including the quantity) shall be conclusive evidence of the Products received by the Customer, unless proved otherwise by the Customer.
Customer can not return the Product without a return material authorization (“RMA”) number. Returned product must be in original manufacturers shipping cartons or equivalent. Customer must return all Product freight prepaid, as specified in the RMA and pay any restocking charges. At Seller’s discretion, Seller will return all Products not eligible for return to Customer freight collect, or hold products for Customer’s account at Customer’s expense.
Software sold under License agreement will not under any circumstances be subject to refund or return, without the express agreement in writing of the original software owner.
8. Use of Software
Any use of Software and accompanying documentation downloaded or provided by Seller is subject to the terms of a software license or agreement, or sub-license agreement, between Customer and owner of said software, or their nominated representative. Customer must read the license agreement and indicate acceptance of its terms prior to shipment. All rights, title and interest not expressly granted are reserved.
9. Seller’s Limited Warranty
Seller will transfer to Customer any Product warranties and indemnities authorized by the manufacturer, including any transferable warranties and indemnities for intellectual property infringement. Seller warrants the Products will conform to the manufacturer’s specifications. Value-added work performed by Seller on Products will conform to Customer’s written specifications accepted by Seller prior to commencing such work (“Customer’s Specifications”). SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED. SELLER MAKES NO WARRANTY OF MERCHANTABILITY, FITNESS FOR PURPOSE OR NON-INFRINGEMENT. If Products do not meet manufacturer’s specifications or if value-added work by Seller does not meet Customer’s Specifications the Products will be, at Seller’s choice: (1) repaired, (2) replaced at no cost to Customer; or (3) refunded at Customer’s purchase price. Customer must return Products to Seller, along with acceptable proof of purchase, within 30 days from date of delivery, freight charges prepaid.
10. Limitation of Liability
Seller is not liable for and customer is not entitled to any indirect, special, incidental or consequential damages; for example, loss of profits or revenue, loss of data, loss of use, rework, manufacturing expense, injury to reputation, or loss of customers. Customer’s recovery from seller for any direct damages will not exceed the price of the product at issue. Customer will indemnify, defend and hold To-Team harmless from any claims based on; (i) seller’s compliance with customer’s designs, specifications, or instructions, (ii) modification of any products by anyone other than seller, or (iii) use in combination with other products.
11. Forces Beyond Seller’s Control
Seller is not liable for failure to fulfill its obligations for any accepted Order or for delays in delivery due to causes beyond its reasonable control, (for example: acts of God, acts or omissions of the Customer, man-made or natural disasters, epidemic medical crises, materials shortages, strikes, acts of terrorism, delays in transportation, or inability to obtain labor or materials through its regular sources).
12. Use of Products
Products are not authorized for use in critical safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life, or catastrophic property damage. If Customer uses or sells the Products for use in any such applications, Customer acknowledges that such use or sale is at Customer’s sole risk. Customer will indemnify, defend and hold Seller and the Product manufacturer harmless from and against any and all liabilities and costs arising out of or in connection with such use or sale.
13. Export/Import
Certain Products sold by Seller and other related technology and documentation are subject to export control laws, regulations and orders of the United States and the export or import control laws and regulations of other countries. Customer will not directly or indirectly export or divert any Products and other related technology and documentation to any third party or country where such export or transmission is restricted or prohibited. Customer agrees it is responsible to obtain any license to export, re-export, or import as may be required.
14. Product Information
Product information, including information related to a Product’s specifications, export/import control classifications, uses or conformance with legal or other requirements, is obtained by Seller from its suppliers or other sources. Such information is provided by Seller on an ” AS IS” basis, Seller makes no representation as to the accuracy or completeness of the Product information, and DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES UNDER ANY THEORY WITH RESPECT TO THE PRODUCT INFORMATION, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. Seller recommends Customer validate any Product information before using or acting on such information. All Product information is subject to change without notice. Seller is not responsible for typographical or other errors or omissions in Product information.
15. Use of Web Site Information
You may download, view, copy and print documents and graphics incorporated in these documents (the “Documents”) from the Site subject to the following: (a) the Documents may be used solely for personal, informational, non-commercial purposes; and (b) the Documents may not be modified or altered in any way. Except where your use constitutes “fair use” under copyright law, you may not otherwise use, download, upload, copy, print, display, perform, re-produce, publish, license, post, transmit or distribute any information from this Web Site in whole or in part without the express authorization of To-Team.
16. Use of Forums and Public Communication
“Forum” means a discussion group, chat area, bulletin board, news group, letter to To-Team , its webmaster or employees, or e-mail function offered as part of the Site. You agree not to upload, email, post, publish or otherwise transmit through a Forum any content that: (a) is false or misleading; (b) is defamatory; (c) is harassing or invades another’s privacy, or promotes bigotry, racism, hatred or harm against any group or individual; (d) is obscene; (e) infringes another’s rights, including but not limited to intellectual property rights; (f) constitutes unsolicited bulk e-mail, “junk mail,” “spam” or chain letters; or (g) violates any applicable laws or regulations.
Forums shall be used in a noncommercial manner only. You shall not distribute or other wise publish any content containing a solicitation of funds, promotion, advertising, solicitation for goods or services, or other commercial matter. You agree not to solicit other users of the Site to use or join or become members of any commercial online or offline service to other organization. Except where expressly authorized by To-Team, you agree not to collect or store personal data about other users.
By uploading, emailing, posting, publishing or otherwise transmitting content to any Forum or submitting any content to To-Team, you automatically grant (or warrant that the owner of such rights has expressly granted) To-Team a perpetual, royalty-free, irrevocable, nonexclusive right and license to use, reproduce, modify, adapt, publish, transmit and distribute such content on in any form, medium, or technology now known or later developed. In addition, you warrant that all so-called moral rights in the content have been waived.
17. Passwords and Security
You are responsible for maintaining the confidentiality of any password(s) you are given to access the Site, and are fully responsible for all activities that occur under your password(s). You agree to notify To-Team immediately of any unauthorized use of your password(s).
To-Team is concerned about the security of personal information we have collected from you and has taken reasonable steps to prevent unauthorized access to that information.
18. Termination of Use
You agree that To-Team may, in its sole discretion, at any time terminate your access to the Site and any account(s) you may have in connection with the Site. Access to the Site may be monitored by To-Team.
19. Third Party Web Sites, Content, Products, and Services
The site may provide links to Web sites and access to content, products and services from third parties, including users, advertisers, affiliates and sponsors of the Site. You agree that To-Team is not responsible for the availability of, and content provided on, third party Web sites. You should refer to the policies posted on other Web sites regarding privacy and other topics before you use them. You agree that To-Team is not responsible for third party content accessible through the Site, including opinions, advice, statements and advertisements, and understand that you bear all risks associated with the use of such content. If you choose to purchase any products or services from a third party, your relationship is directly with the third party. You agree that To-Team is not responsible for: (a) the quality of third party products or services; and (b) fulfilling any of the terms of your agreement with the seller, including delivery of products or services and warranty obligations related to purchased products and services. You agree that To-Team is not responsible for any loss or damage of any sort you may incur from dealing with any third party.
20. Intellectual Property Rights
The Products on the Seller’s website may be subject to the intellectual and industrial property rights including patents, know-how, trademarks, copyright, design rights utility rights, database rights and or other rights of third parties. No right or license is granted to the Customer, except the right to use the Products or re-sell the Products in the Customer’s ordinary course of business. The Seller shall have no liability whatsoever in the event of any claim of infringement of any such rights howsoever arising. In particular, without limiting the above, title in any software program forming all or any part of the Product is reserved to the Seller and/or its suppliers. The Customer is responsible for informing itself of the terms of its license or use and paying any royalty payable.
The Seller owns full copyright in respect of the Seller’s website and its reproduction in whole or part is prohibited without the Seller’s prior written consent.
21. Legal Construction
All Contracts shall be governed and interpreted in accordance with English law and the Customer submits to the jurisdiction of the English Courts, but the Seller may enforce such contract in any court of competent jurisdiction.
22. General
Any provision of these Conditions of Supply which is held by any competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of these Conditions of Supply and the remainder of such provision shall not be affected.
Failure by the Company to enforce or partially enforce any provision of these Conditions of Supply will not be constrained as a waiver of any rights under these Conditions of Supply.
The Company shall be entitled, without the consent of or notice to the Customer, to assign the benefit, subject to the burden, of these Conditions and/or any Contract to any company in its group (as defined in section 53(1) of the Companies Act 1989) at any time.
These conditions supersede all previous issues.
TERMS AND CONDITIONS OF ALLOCATED GOODS
1. General
“Goods” means all goods provided by To-Team LTD, which includes its worldwide affiliates (“Seller”). All sales of Goods shall be made only upon these Terms and Conditions and NOT any purchase order or other document of Buyer. BY ACCEPTING DELIVERY OF GOODS FROM SELLER, BUYER SHALL BE DEEMED TO HAVE CONSENTED TO AND ACCEPTED THESE TERMS AND CONDITIONS, IN SPITE OF ANY CONFLICT WITH ANY TERMS OR CONDITIONS IN ANY PRIOR OR LATER COMMUNICATION FROM BUYER. Seller’s failure to object to any terms which conflict with these Terms and Conditions shall not be deemed a waiver of objection thereto. Any change to these Terms and Conditions must be specifically agreed to in writing by a duly authorized representative of Seller.
2. Prices
Quotations, unless previously withdrawn, are only open for acceptance by Seller within 2 days from quotation date and are subject to approval of Buyer’s credit. Prices quoted do not include VAT or other taxes; prices quoted are subject to change without notice after the date of Seller’s acceptance of Buyer’s order where Seller has incurred increased costs due to exchange rate change, import duty change, increased prices from supplier or surcharges. Seller reserves the right to amend prices to correct errors or omissions.
3. Goods
Goods may arrive in unoriginal package, without original labels, or open package.
4. Delivery and time
Delivery dates quoted by Seller are best estimates only and time is expressly not of the essence unless otherwise stated. Late or partial delivery does not entitle Buyer to cancel its order. Buyer acknowledges that Seller will not be liable for any damage or injury arising from a delay in delivery. In the event of delivery by installments, Buyer is not entitled to treat the delivery of faulty Goods in any one installment as a repudiation of the entire agreement. Buyer must notify Seller in writing of nondelivery of Goods, or receipt of nonconforming or damaged Goods within 2 days of the delivery date. Delivery to Buyer occurs when Goods are delivered to Buyer, the carrier or Buyer’s agent at Seller’s facility, whichever occurs first.
5. Warranty and returns
Except for Consignment Goods and Special Orders, and provided that Buyer has given Seller written notification of a defect within 5 days of receipt of the Goods, Seller will refund the cost of or, at its discretion, repair or replace free of charge any of the Goods found to its satisfaction to be defective, either due to faulty workmanship or prior use. Non-defective Goods are returnable only upon written consent from Seller in its absolute discretion. Goods purchased from Seller are NCNR (Non-Cancelable, Non-Returnable). Goods returned to Seller become the property of the Seller. OTHER THAN THE FOREGOING, SELLER MAKES NO WARRANTY, EXPRESS, IMPLIED (INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR INTENDED PURPOSES), OR STATUTORY. Seller makes no representation concerning patents, trademarks, trade names or service marks (collectively “Patents”) of any of its Goods. Seller’s obligation for patent infringement is expressly limited to any indemnification which Seller’s vendor of the Goods has agreed in writing to provide (or by operation of law has been deemed to provide) to Seller. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY CLAIMS ALLEGING NEGLIGENCE OR WORSE OR FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF INCOME, PROFITS, OPPORTUNITY OR GOODWILL), REGARDLESS OF WHETHER OR NOT SELLER HAS ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. ALL CONSIGNMENT GOODS AND SPECIAL ORDERS ARE SOLD “AS IS”, WITH NO EXPRESS OR IMPLIED WARRANTIES FROM SELLER AND WITH NO RETURN RIGHTS.
6. Payment
Payments are due on demand but in any case must be paid without offset or deduction according to agreed deal terms. Interest at 10% per annum (or the maximum rate allowed by law if less) will be payable on any amount outstanding for longer than 30 days. Buyer shall be responsible for all reasonable legal fees, costs and expenses incurred by Seller if Buyer’s late payment results in collection efforts. Notwithstanding any statement to the contrary by Buyer, Seller shall be entitled in its absolute discretion to apply any payment received from Buyer to Seller towards any indebtedness of Buyer, whether under this or any other agreement.
7. Ownership, security interest and risk
All Goods are shipped DDU customer’s warehouse. Seller’s responsibility for damage to Goods ceases upon delivery of the Goods to the carrier at its facility. Buyer agrees that Seller shall retain a purchase security interest in all Goods which it has sold to Buyer, and to any proceeds from the disposition of the Goods, until the purchase price and any other charges due to Seller have been paid in full. Buyer agrees to execute any financial statements or other documents which Seller may request in order to protect Seller’s security interest. Buyer expressly authorizes Seller to execute such security documents on Buyer’s behalf and hereby designates Seller its attorney-in-fact for such limited purposes. In addition to the rights and remedies granted by these Terms and Conditions, Seller shall have all rights and remedies of a secured party under the Uniform Commercial Code, which rights shall be cumulative. In the absence of instructions as to shipping, Seller will select a carrier who is not its agent. Special instructions with regard to packaging must be in writing on the purchase order. Such instructions shall not change the “Ex Works” terms of shipping, and Seller will have no liability for such shipment.
8. Cancellation and Re-Schedules
Requests to cancel or reschedule orders must be agreed to in writing and may or may not be accepted in Seller’s absolute discretion. Without waiving any of its rights, Seller is entitled to recover its costs incurred and profits lost as a result of Buyer’s cancellation or rescheduling of an order.
9. Export control regulations
Some or all of the Goods supplied by Seller may be subject to export control regulations. Such Goods may not be imported or exported by Buyer without prior approval of the relevant authorities. It is the responsibility of Buyer to obtain such approval. Under no circumstances will Seller be liable for any loss or damage incurred by Buyer as a result of Buyer’s contravention of any export control regulations.
10. Law
This sale is entered into in TLV IL, and is governed by the laws of the state of Israel without giving effect to the principles of conflict of laws. All disputes which may arise regarding an agreement or these Terms and Conditions shall be determined by the state of Israel, without prejudice to Seller’s right to bring such dispute before any other competent court. Buyer hereby expressly submits and consents to jurisdiction of the state district courts of TLV IL, for the purpose of legal resolution. Before any court action or any proceeding is filed by either party involved in this transaction, the parties will endeavor to resolve the matter in mediation which will last a minimum of 4 hours. The parties shall equally bear the cost of the mediator. In the event that any of these Terms and Conditions is determined to be unenforceable, the other Terms and Conditions shall remain in full force and effect. Failure of Seller to enforce at any time any of the Terms and Conditions shall not be deemed a waiver of any of Seller’s rights and shall not affect the validity of the sale or these Terms and Conditions.