These Purchase Order Terms & Conditions (“Terms”) and any attachments are the sole agreement between Tipa Corp. Ltd. and/or its Affiliates (“TIPA“) and the Supplier identified on these Terms (“Supplier“) regarding the goods or services specified in these Terms.
Tipa and Supplier are hereby collectively the “Parties” and individually a “Party”.
“Affiliate” means any person, organization or entity controlling, controlled by or under common control with TIPA. For purposes of this definition only, “control” of another person, organization or entity will mean the possession, directly or indirectly, of the power to direct or cause the direction of the activities, management or policies of such person, organization or entity, whether through the ownership of voting securities, by contract or otherwise. Without limiting the foregoing, “control” will be deemed to exist when a person, organization or entity (i) owns more than fifty percent (50%) of the outstanding voting stock or other ownership interest of the other organization or entity, or (ii) possesses, directly or indirectly the power to elect or appoint more than fifty percent (50%) of the members of the governing body of the other organization or entity.
Acceptance of Terms
These Terms are expressly conditioned on Supplier’s acceptance of all the terms and conditions set forth herein as attached to the Purchase Order issued by TIPA to the Supplier (”PO”). TIPA expressly objects to any additions, deletions or differences in the terms or conditions contained in Supplier’s quotation, proposal, acknowledgment or other document, whether or not such additions, deletions or differences materially alter these Terms. These Terms may be issued in addition to other duly signed TIPA agreements, exhibits and schedules incorporated therein (“Agreement”) made with respect to the subject matter of these Terms. In the event of an inconsistency or conflict between the provisions of any Agreement and these Terms, the inconsistency or conflict will be resolved by giving precedence in the following order: (a) the Agreement; (b) the PO; (c) these Terms, and (d) other provisions when attached and agreed to in writing by the Parties.
Performance
Time is of the essence in the performance of these Terms and if the goods are not delivered or the services not provided in the manner and at the times specified, TIPA reserves the right without liability and in addition to its other rights and remedies to take either or both of the following actions: (a) direct expedited delivery of the goods or performance of services, with any difference in cost caused by such change paid by Supplier, and/or (b) purchase substitute goods and charge Supplier with any loss or additional costs TIPA incurs. Supplier will promptly advise TIPA of any delay in performance. Supplier’s performance is not deemed completed until the goods or services have been accepted by TIPA. All goods shipped under these Terms are to be shipped DAP, unless specified differently in the applicable PO.
Inspection
All goods and services purchased hereunder are subject to inspection by TIPA at all reasonable times and places notwithstanding the terms of payment, and in any event, prior to final acceptance. No inspection made prior to final acceptance will relieve Supplier from responsibility for failure to meet the requirements of these Terms. In the event the goods or services do not meet the applicable specifications and instructions, Supplier will promptly re-perform the nonconforming services or provide replacement goods satisfactory to TIPA at Supplier’s sole expense. If Supplier is unable to accomplish the foregoing, TIPA may procure such goods or services from another source and charge to Supplier’s account all costs, expenses and damages associated therewith.
Payment
Invoices must contain the following information: PO number, part numbers, description of services, prices, extended totals and attach all supporting documentation, if any. To the extent applicable, all prices in the PO include any tax amounts applicable on the goods and services, including sales, use, excise, value-added, withholding and/or other direct and indirect taxes, charges, levies and duties. Invoices submitted hereunder will be paid Net 30 days after receipt of a correct invoice or acceptance of goods or services by TIPA, whichever occurs later, unless specified otherwise in the applicable PO. Any adjustments in Supplier’s invoices due to late performance, rejections or other failure to comply with the requirements of these Terms may be made by TIPA before payment. Payment does not constitute final acceptance. TIPA may offset against any payment hereunder any amount owed to TIPA by Supplier or its affiliates.
Changes
TIPA may, by written notice to Supplier make changes to any one or more of the following (“Change”): (a) specifications for services or goods, (b) quantity, and (c) place and/or time of performance. For any reason, TIPA may also direct Supplier to suspend in whole or in part the provision of goods or the performance of services hereunder permanently or for such period of time as may be determined by TIPA to be necessary or desirable and that should also be considered as Change. If any such Change causes an increase or decrease in the cost or time required for the performance of services or provision of goods hereunder, an adjustment may be made in the price or delivery schedule, or both, and the Terms will be modified accordingly, provided that the adjustment in pricing was communicated to TIPA when TIPA informed about the Change and TIPA decided to continue with the Change. Any claim for adjustment by Supplier will be deemed waived unless asserted in writing within five (5) days from receipt by Supplier of the notice of Change.
Warranty
Supplier expressly warrants that the goods or services provided under the PO will be performed in accordance with TIPA’s specifications and instructions. Supplier further warrants that the goods and services will be merchantable, non-infringing, free from defects and fit and sufficient for the purpose intended. Further, the services will be performed with the highest degree of skill and judgment exercised by recognized professionals performing the same or similar services. These warranties are be in addition to all other warranties, express, implied given by the Supplier or as stipulated by any applicable legislation. Payment for, inspection of, or receipt of the goods or services does not constitute a waiver of any breach of foregoing warranties. In the event of any breach of the foregoing warranty, Supplier will, at its own expense and at TIPA’s option either: (a) provide replacement goods satisfactory to TIPA, (b) re-perform the nonconforming services to the satisfaction of TIPA or (c) refund to TIPA the total amount paid for such goods or services including, but not limited to, the cost of the raw materials supplied to Supplier by TIPA,. Supplier will extend all warranties it receives from its suppliers to TIPA and to TIPA’s customers.
Confidential Information
TIPA and Supplier acknowledge that in their course of dealings, Supplier may acquire from TIPA confidential and proprietary information about TIPA, its business activities and operations, its employees, trade secrets or any other information which by its sense or nature should reasonably be considered confidential (the “Confidential Information”). The confidential information of TIPA will only be disclosed to Supplier’s employees, agents or consultants with a need to know and who are under a written obligation to keep the information confidential. Supplier will not disclose the Confidential Information to any third parties. Supplier will use the same degree of care but no less than a reasonable degree of care that it uses with regard to its own confidential information to prevent the disclosure of TIPA Confidential Information.
Termination For Convenience
TIPA may terminate these Terms in whole or in part at any time and without cause. Upon notice of termination, Supplier will inform TIPA of the extent to which it has completed its performance under these Terms as of the date of the notice and collect and deliver to TIPA any goods or Work Product, as defined in Section 11, which then exists. TIPA will pay Supplier only for goods or services accepted and performed through the effective date of termination and in case of pre-payment, supplier will refund TIPA for that amount. In any case, TIPA will not be obligated to pay more than the payment that would have been due had Supplier completed or provided the goods or services. TIPA will have no further payment obligation in connection with any termination.
Indemnification
Supplier will indemnify, defend and hold TIPA, its officers, directors, suppliers, employees, agents and customers harmless from and against any and all losses, liabilities, costs, claims, damages and expenses (including attorneys’ fees and costs) arising out of or related to these Terms including but not limited to the provision of goods or services the PO or Supplier’s breach of any term or provision of these Terms, including any claims that any such goods or services infringe any patent, copyright, trademark, trade secret or any other proprietary right of any third party.
Limitation on Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TIPA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT ACTUALLY PAID OR PAYABLE BY TIPA TO SUPPLIER FOR THE APPLICABLE GOODS OR SERVICES PROVIDED UNDER THESE TERMS NOR WILL TIPA OR ITS AFFILIATES BE LIABLE FOR ANY LOST REVENUES, LOST PROFITS, INCIDENTAL, DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.
Patents and Data
All records, software, formulation, files, data, reports, information, work product, notes, plans, strategies, intellectual property and other information provided by TIPA or prepared or developed by or for TIPA pursuant to these Terms (“Work Product”) is the property of TIPA and constitutes works made for hire under applicable law. Supplier assigns all intellectual property rights in the Work Product to TIPA and agrees to complete any documents requested by TIPA to perfect its ownership in the Work Product. Supplier waives all moral rights related to the Work Product. Supplier grants to TIPA an unlimited, nonexclusive license to use, copy, modify or create derivative works of any materials delivered to TIPA which are developed prior to or outside of these Terms. All materials, equipment and other information supplied to Supplier by TIPA will remain the property of TIPA and be returned to TIPA when no longer needed by Supplier in the provision of services or goods and in any event upon the expiration or earlier termination of these Terms.
Relationship of the Parties
Supplier is an independent contractor and nothing contained in these Terms will be deemed or construed to create a partnership, joint venture, agency or other relationship other than that of supplier and customer. Supplier is solely responsible for payment of all compensation owed to its employees as well as employment related taxes. Any agreements or commitments entered into by Supplier are not binding on TIPA and further TIPA assumes no liability with respect to any agreements or commitments entered into by Supplier with its employees, agents, suppliers and the like.
Subcontracts and Assignments
Supplier agrees to obtain TIPA’s approval before subcontracting these Terms or any portion thereof. These Terms are not to be assigned or delegated by Supplier without the prior written consent of TIPA.
Compliance with Laws
Supplier will comply with the applicable provisions of all federal, state or local laws or ordinances and all orders, rules and regulations issued thereunder, including without limitation, any local law or regulations relating to the privacy, security, integrity and availability of personal data, or restrictions on the Processing, movement or transfer of such personal data (“Privacy Laws”). Supplier agrees to: (a) comply with TIPA’s Privacy Policy found at https://tipa-corp.com/privacy-policy/, (b) enter into any additional agreements or adhere to any additional contractual terms and conditions relating to personal data as TIPA may instruct in writing that it deems necessary to address applicable Privacy Laws, including any required agreements for jurisdictions that have restrictions pertaining the Processing or transfer of personal data, and (c) where Supplier provides any Personal Data to TIPA, Supplier warrants that it has collected such Personal Data with the affirmative, written consent of the data subjects for Supplier to disclose such Personal Data to TIPA and/or its affiliates. Supplier will indemnify, defend and hold TIPA and its officers, directors, suppliers, employees, agents and customers harmless from and against any and all losses liabilities, costs, claims, damages and expenses (including attorneys’ fees and costs) arising out of or related to its breach of its obligations under this Section.
Compliance with Code of Conduct
Supplier will comply with the applicable Code of Conduct of TIPA (“CoC”) at https://tipa-corp.com/code-of-conduct/, which may be updated from time to time by TIPA. Supplier will make sure it is always complies with the most up to date version of the CoC and shall immediately take all necessary actions to correct any non-compliance of it or it’s affiliates, officers, directors, suppliers, employees, agents and sub-contractors with the CoC.
Insurance
Supplier will secure and maintain insurance providing sufficient coverage to comply with its obligations and duty to indemnify as required under these Terms. Within five (5) days of receipt of a request from TIPA, Supplier agrees to provide TIPA with a certificate of insurance evidencing Supplier’s insurance coverages.
Service Level Agreement
The Supplier undertakes that in case he provides services under the PO, the services will be in accordance with the service level as presented to TIPA by Supplier, which shall be deemed part of these Terms.
Publicity and Disclosure
Without securing the prior written consent of TIPA in each instance, Supplier will not use the name or logo of TIPA or TIPA’s customer in any news release, public announcement, advertisement, or other form of publicity, or disclose any of the terms or subject matter of these Terms to any third party except as may be required to perform these Terms.
Non-Waiver of Rights
The failure of TIPA to insist upon strict performance of any of the terms and conditions in these Terms or to exercise any rights or remedies hereunder will not be construed as a waiver of its rights to assert any of the same or any other terms and conditions under these Terms.
Remedies
Any rights and remedies specified under these Terms are cumulative, non‑exclusive and in addition to any other rights and remedies available at law or in equity.
Severability
If any term contained in these Terms is held or finally determined to be invalid, illegal or unenforceable in any respect, in whole or in part, such term will be severed from these Terms, and the remaining terms contained herein will continue in full force and effect.
Interpretation
The captions and headings used in these Terms are solely for the convenience of the parties, and are not to be used in the interpretation of the text of these Terms. Each party has read and agreed to the specific language of these Terms; no conflict, ambiguity, or doubtful interpretation will be construed against the drafter.
Governing Law
For suppliers outside of Israel- This Terms are governed by and construed in accordance with the laws of the England and Wales, without regard to its conflict of law provisions. Supplier agrees that the courts in London, England will have the exclusive jurisdiction and venue over any claims arising out of or related to these Terms.
For Israeli Suppliers- Thest Terms are governed by and construed in accordance with the laws of the the state of Israel, without regard to its conflict of law provisions. Supplier agrees that the courts in Tel Aviv, Israel will have the exclusive jurisdiction and venue over any claims arising out of or related to these Terms.
Entire Agreement
These Terms, including all documents incorporated herein by reference, constitutes the entire agreement and understanding between the parties and supersedes and replaces any and all prior or contemporaneous representations, agreements or understandings of any kind, whether written or oral, relating to the subject matter hereof. Except as specified in Section 1 or 5 above, no change, modification or revision of these Terms is valid unless agreed to in writing by TIPA.
Survival
Both parties agree that any term or condition of these Terms which by its sense or nature should be deemed to survive the expiration or termination of these Terms will so survive.