TERMS AND CONDITIONS OF SALE

  1. GENERAL. These Terms and Conditions of Sale (“Terms and Conditions“) apply to all quotations, deliveries and sales made by Tipa Corp Ltd., having an address of 3 Hanagar Street, Hod-Hasharon, Israel (“Tipa”, “our”), pursuant to all purchase orders submitted by the purchaser (“Customer”), whether in writing, by telephone or in any other form (each, an “Order”), and accepted by Tipa, either in writing or by way of delivery, for the sale of Tipa’s products (“Products”). No special terms and conditions take precedence over these Terms and Conditions unless specific reference is made in writing to any conflict, waiving the requirements of these Terms and Conditions. Our failure to insist upon strict performance of any term or condition shall not constitute a waiver of any subsequent breach by a Tipa customer (“Customer”).
  1. PRICES. Customer shall pay the prices quoted or acknowledged by Tipa and all applicable taxes (sales, use, excise, value-added, and/or other direct and indirect taxes, charges, levies and duties incurred through commercial transactions) and/or charges for special-requested packaging, design and specifications described or referenced in the Order. All pricing offered by Tipa hereunder is expressed as a net amount and shall be made free and clear of, and without reduction for, any withholding taxes. Any such taxes which are otherwise imposed on payments to Tipa shall be the sole responsibility of Customer. Any shipping cost quoted by Tipa is an estimate only. Upon request, Tipa will provide a firm quote for the costs of shipping once the Products are ready and final weight is available.
  1. PAYMENT. Unless specific credit terms are approved in writing by Tipa’s financial department, payment terms shall be in cash in advance. If credit is approved in writing by Tipa, payment shall be due within thirty (30) days from the date of invoice, unless otherwise specified in the Order. All payment bank transaction fees or charges shall be payable by the Customer. Without derogating from any other available remedy, a finance charge of 1.5% per month will be added to the unpaid balance on all accounts not paid in full on or before the due date or, if such rate is in excess of the rate allowed under applicable law, then Customer agrees to pay the highest rate allowed under applicable law. In addition, Customer agrees to pay all costs of collection, including costs of litigation and attorney’s fees. Accounts not paid in full according to established credit terms shall be considered in default. Credit approval is subject to revocation upon discovery of significant changes in Customer’s financial condition, previously undisclosed information, or other reasons which, in Tipa’s good faith opinion, adversely affect the credit approval. Upon revocation of credit, the terms of sale revert to cash in advance.
  1. DELIVERY. Delivery shall be in accordance with the specific Incoterms 2010 term stated in the price quotation and Order confirmation for each particular Product. Delivery dates specified on the Order confirmation are approximate only, and any reasonable variation therefrom shall constitute adequate performance on the part of Tipa. Tipa shall not be liable for failure to meet delivery terms if such failure is a result of accidents, machinery or equipment breakdown, strikes or labor troubles, material shortages, fires, floods, war, terrorism, public disturbances or riots, government allocations, governmental laws, regulations, or other actions by a government or any agency thereof, acts of God, epidemics, or any circumstances beyond our control (each, a “Force Majeure Event“). Upon delivery of the Products or within up to one (1) week thereafter, if Customer verifies (i) that there is apparent damage resulting from the transport of the Products or any other visible defect in the Products; and/or (ii) that the Products do not conform to the agreed specifications or any other requirements of the applicable Order, Customer shall so notify Tipa in writing (the “Delivery Defect Notice“). Absent Tipa’s receipt of a Delivery Defect Notice within such one (1) week period, the Products shall be deemed accepted. Tipa may deliver to the Customer a quantity of Products of up to ten percent (10%) more or less than the quantity ordered by the Customer, in which case, such delivery will be deemed contract fulfillment. The Customer shall not be entitled to reject the Products or any part of them by reason of the surplus or shortfall and shall pay for such Products at the prorated contract rate. Tipa may deliver the Products in separate installments, in which case each installment shall be invoiced and paid for by Customer in accordance with the terms of the Order. The quantity of any consignment of Products as recorded by Tipa upon dispatch from Tipa’s place of business shall be conclusive evidence of the quantity received by the Customer unless the Customer can provide conclusive evidence proving the contrary. Where the Customer has agreed to collect the Products from Tipa’s specified location, the Customer shall take delivery of the Products within five (5) business days of Tipa giving the Customer notice that the Products are ready to be taken, and if the Customer fails to do so, the risk of loss to the Products shall transfer to the Customer, the Products shall be deemed to have been delivered to Customer, Tipa may store (or arrange for the storage of) the Products until Customer takes delivery, and the Customer shall be liable for all related costs of such storage.
  1. RISK AND TITLE. Customer shall be fully responsible and liable for any Products from the time of delivery of such Products, and according to the specific Incoterms 2010 term stated in the Order confirmation. Title to the Products shall not pass to the Customer until the earlier of the dates that (i) Tipa receives payment in full for the Products, or (ii) the Customer resells the Products. If, before title to the Products passes to the Customer, the Customer files for bankruptcy protection, the Customer undertakes an assignment for the benefit of creditors, a receiver is appointed for Customer’s assets, or Customer materially breaches these Terms and Conditions or the terms and conditions of the applicable Order, Tipa may require the Customer to deliver to Tipa the Products in Customer’s possession which have not been resold or incorporated into another product.
  1. CANCELLATION. Orders for Products may be partially or entirely cancelled prior to shipment only upon written approval by Tipa. Cancellations are effective as of the date of such approval by Tipa, if so approved. Customer shall pay a percentage of the applicable price (as set forth in the Order) for each Product cancelled according to the amount of time remaining between cancellation and the scheduled shipment date: (a) cancellation sixty (60) or more days prior to scheduled shipment date – fifty percent (50%) of the applicable Order price, (b) cancellation between thirty (30) and sixty (60) days prior to scheduled shipment date – ninety percent (90%) of the applicable Order price, (c) cancellation less than thirty (30) days prior to scheduled shipment date – one hundred percent (100%) of the applicable Order price. Charges are computed as of the date of cancellation.
  1. RESCHEDULING OF DELIVERIES. The shipping date of Orders may be delayed, upon the Customer written request, by a maximum of thirty (30) days, once per each Order. Written request for any delay of shipment must be received by Tipa at least sixty (60) days prior to the originally scheduled shipping date. The request must be confirmed in writing by Tipa before becoming effective. Tipa reserves the right to treat a rescheduling of more than thirty (30) days or a request that is received less than the minimum number of days (stated above) prior to the originally scheduled shipping date as a cancellation, as set forth in Section 6 (Cancellation).
  1. LIMITED WARRANTY. Tipa warrants to Customer alone that the Products supplied to Customer under these Terms and Conditions shall be free from material defects in material and workmanship for a period of six (6) months after the date of delivery (as defined in the applicable Incoterms 2010 term) of the Products (the “Warranty Period”). If any Product furnished by Tipa fails to conform to the above warranty, Tipa shall repair or replace the defective Product free of charge. During the Warranty Period, Customer will notify Tipa in writing of any Products that do not comply with the above warranty, which notice shall specifically describe the nonconformity. Tipa will issue a Return Material Authorization (“RMA“) number to the Customer. Customer shall then return to Tipa such defective Products to a receiving point designated by Tipa. Tipa promptly will evaluate the Products to determine the nonconformance and its root cause and will provide the Customer with an analysis of the nonconforming Products. All shipping charges for returns and replacements of defective Products to Tipa shall be at Tipa’s expense. Tipa shall solely decide whether to credit the Customer or to replace the Products free of charge where the Products have been found defective. If the Product is reasonably demonstrated by Tipa not to be defective, or in cases when the warranty does not apply as defined below, then the Customer will reimburse Tipa for the shipping charges. This limited warranty does not extend to (1) any Product that has been misused, abused, neglected, or any negligence of any party other than Tipa; (2) any Product that has been altered or repaired without the written consent of Tipa; (3) any failure of the Product to conform to the above warranty as a result of improper design, maintenance, installation or service, operation or use contrary to furnished instructions; (4) improper transportation or improper storage of any Product; (5) any damages due to a Force Majeure Event; or (6) any combination of the Product with a product not authorized by Tipa. This RMA process shall not release the Customer from its payment obligations, according to the agreed payment terms. THE FOREGOING LIMITED WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY MADE OR DEEMED MADE BY OR ON BEHALF OF TIPA, AND TIPA MAKES NO OTHER WARRANTIES, IN FACT OR BY OPERATION OF LAW, STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT SATISFACTORY QUALITY, TITLE, QUIET POSSESSION, NON-INFRINGEMENT, OR QUALITY OF SERVICE, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR USAGE OF TRADE.
  1. Limitation of liability. EXCEPT FOR A BREACH OF CONFIDENTIALITY PROVISIONS, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL TIPA BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, LOSS OF PROFITS, ANTICIPATED SAVINGS OR BUSINESS, THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, DAMAGE TO REPUTATION OR GOODWILL, OR ANY DAMAGES RESULTING FROM LOSS OF USE OR DATA, ARISING OUT OF THESE TERMS AND CONDITIONS OR THE SALE OF PRODUCTS, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING THE POSSIBILITY OF NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, AND EVEN IF TIPA HAS BEEN WARNED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE, AND EVEN IF ANY OF THE LIMITED REMEDIES IN THESE TERMS AND CONDITIONS FAIL OF THEIR ESSENTIAL PURPOSE. IN ANY EVENT, THE AGGREGATE LIABILITY OF TIPA UNDER THESE TERMS AND CONDITIONS, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE REVENUES ACTUALLY RECEIVED BY TIPA FROM CUSTOMER UNDER THE APPLICABLE ORDER.
  1. TECHNICAL ADVICE AND ARTWORK. Any technical advice or information offered or given in connection with the use of any Products is an accommodation to Customer, and Tipa shall have no responsibility or liability whatsoever for any acts or omissions of Customer based or in reliance upon such advice or information. Customer shall not use, duplicate or disclose to any third party, without the prior written consent of Tipa, any Product’s technical data delivered or disclosed by Tipa to Customer for any purposes. The Customer shall be solely responsible for the artwork and the design of the Product, including but not limited to any content, information or logo added to the Product by Tipa or any third party at the Customer’s request, and Tipa will have no liability for any such artwork, design, content, information or logo, whether or not based on technical advice or information provided by Tipa to Customer. The Customer must approve any requested graphics of the Product within seven (7) days of Order confirmation, and, if the Customer fails to do so, Tipa may treat the Customer Order as cancelled according to Section 6 (Cancellation) of these Terms and Conditions. Any change in artwork after Tipa’s approval will be subject to an additional charge by Tipa.
  1. PROPERTY RIGHTS. The design, development or manufacture by Tipa of any Products for Customer, and any know-how, including methods, logic, techniques, processes, or technologies embodied in or relating to the Products, and any developments, improvements, continuations, feedback or derivations thereof shall not constitute or be deemed a work made for hire and shall not entitle Customer to any rights in copyright or other intellectual property rights or interests in the Product. All rights, title, and interest, including any intellectual property rights embodied in or relating to the Products shall remain the property of Tipa. Customer may not modify, reverse engineer, reverse assemble, or in any way use any Products or Confidential Information (defined below) to facilitate or aid in the design of a compostable solution, whether for internal consumption or open market sale, or for any other purpose inconsistent with this Agreement. If Tipa receives any feedback from Customer (e.g., questions, comments, suggestions or the like) regarding any of the Products (collectively, “Feedback”), all rights, including intellectual property rights, in such Feedback shall belong exclusively to Tipa and shall be considered Tipa’s Confidential Information; and Customer hereby irrevocably and unconditionally transfers and assigns to Tipa all intellectual property rights it has or may have in such Feedback and waives any and all moral rights that Customer has or may have in respect thereto.
  1. CONFIDENTIAL INFORMATION. The information contained herein, information regarding Tipa and/or its Products, technology and documentation, and any other related technical or business information (“Confidential Information“) is confidential and may also be covered under a separate non-disclosure agreement between Customer and Tipa. Notwithstanding the foregoing, Customer shall not use the Confidential Information in any way, for its own account or for the account of any other party, or disclose to any third party any Confidential Information, except as expressly permitted in writing by Tipa. Customer shall restrict disclosure and use of the Confidential Information to its employees on a need to know basis only. Without limiting the foregoing, Customer shall use at least the same degree of care which it uses to prevent disclosure of its own Confidential Information of like importance, but in no event with less than a high degree of care, to prevent the disclosure of the Confidential Information. Tipa shall have no obligation to hold any information received from Customer hereunder in confidence unless such information is covered by a separately negotiated non-disclosure agreement which is reduced to writing and signed by both parties. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of Tipa.
  1. REMEDIES. If Customer fails to pay any sum when due, fails to accept any delivery of conforming Products, returns Products without advance authorization of Tipa, or otherwise fails to abide by these Terms and Conditions, then, in addition to any other remedies allowed under applicable law, Tipa may suspend deliveries of the Products while Customer is in breach, or cancel all further deliveries.
  1. ENTIRE AGREEMENT AND ASSIGNMENT. These Terms and Conditions set forth the entire agreement between the parties with regard to the subject matter hereof and supersede any and all prior or contemporaneous oral or written negotiations, communications and agreements with respect thereto. No subsequent modification of these Terms and Conditions shall be binding upon Tipa unless reduced to writing and signed by both Tipa and Customer. No agent, employee, or representative of Tipa has any authority to bind Tipa to any affirmation, representation or warranty covering the Products sold under these Terms and Conditions. Any assignment of these Terms and Conditions or any rights hereunder, in whole or in part, by Customer shall be void without Tipa’s prior written consent, and Tipa may assign these Terms and Conditions to the successor of all or substantially all of its assets or business (including a merger or acquisition). These Terms and Conditions do not, and shall not be construed to, create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties.
  1. EXPORT CONTROL. Customer alone shall be responsible, and shall take all appropriate measures, to comply with all applicable export control regulations, and will indemnify and hold Tipa harmless from all damages arising out of or in connection with any violation thereof.
  1. GENERAL. These Terms and Conditions and performance by the parties hereunder shall be governed and construed in accordance with the laws of the State of Israel. The parties expressly exclude the applicability of the United Nations Convention on the International Sale of Goods. Any and all actions or proceedings arising out of or relating to these Terms and Conditions or the Products shall be exclusively filed and resolved by the courts of the district of Tel-Aviv/Jaffa, Israel, provided that Tipa may seek injunctive relief in any court of competent jurisdiction. All agreements, covenants, conditions and provisions contained herein shall apply to and bind the assignees and successors in interest of Customer. If any provision or part of these Terms and Conditions is held to be invalid, illegal, unconscionable or unenforceable, the other provisions and portions hereof shall not be affected.