TERMS AND CONDITIONS OF SALE
   
The terms and conditions listed hereinbelow constitute the entire Agreement between you (“Buyer”) and Iscar for the purchase of those Goods as defined below, that have been ordered by you and that are specified in Iscar’s Approval of Order.
1.
 The goods to be supplied to the Buyer forming the subject matter of this Purchase Agreement (the “Goods”) are solely those that are approved by Iscar in reply to the Buyer’s order, and which are listed in the instrument issued by Iscar, bearing the same reference number of the Buyer’s order in respect of these goods (hereinafter: “The Approval of Order”).
2
 No discount may be taken unless specifically agreed by Iscar in writing and in advance. A charge will be made for any and all payments received after the due date specified by Iscar in the Approval of Order for the length of time from the maturity date stated for the maximum applicable lawful interest rate. All taxes attributable to the sale at any given time shall be paid solely by Buyer. All payments shall be made in the same currency and for the same amount as specified in the Approval of Order, to the Seller at its office in England.
3
 If Buyer is given any credit, Iscar may at any time and at its sole discretion, limit, cancel or amend the credit of the buyer with respect to the time and/or the amount of credit. Under these circumstances, Iscar may demand payment in cash before delivery of any unfilled portion of goods listed in any Approved Order. Upon failure of Buyer to make such a payment within ten (10) days after demand, or in the event of any default, breach, repudiation or anticipated repudiation by Buyer of any of the Terms and Conditions listed herein or of any other agreement with Iscar, or if Buyer becomes subject to any of the Difficulties listed hereinbelow, then Iscar may unilaterally revoke any Approval of Order and/or defer any shipment and/or deny delivery of any or all Goods, and the Buyer shall be responsible for all loss, costs, expenses and damages, that may ensue from any such event and without prejudice to any other available remedy that Iscar may have.

In this Clause, “Difficulties” mean – the Buyer’s becoming insolvent and/or buyer’s calling of a meeting of its creditors or making any assignment for the benefit of creditors and/or if a bankruptcy, insolvency, reorganization or arrangement proceeding are commenced by or against Buyer.
4
 It is specifically agreed and stipulated that approval of a single order and/or granting of credit for one or more approved orders shall not be deemed a waiver of the provisions of paragraph 3 above, nor shall any Approval of Order/s or the granting of credit thereof be deemed as the consent or willingness by Iscar to give any credit with respect to previous and/or subsequent order/s and/or Iscar's consent to approve any subsequent orders, wholly or partially.
5
 If Iscar is prevented from producing, supplying or effecting deliveries of any Goods by reason of any events, including without limitation force majeure, act of God, insurrection, riot, war hostilities, warlike operations, piracy, arrests, restraints or detainments by any competent authority, strikes or combinations or lock-out of workmen, fire, floods, earthquakes, delay or inability to obtain labor, material or services from or by its usual and regular sources, or any other circumstances that are beyond Iscar’s absolute control, then all Iscar’s obligations to effect supply and/or deliveries of Goods shall be suspended and postponed for as long as such events continues.

Without derogating from the stated in this clause, should any deliveries of any Goods be suspended or postponed, the Buyer undertakes nevertheless to accept delivery and to pay for any part of the Goods that Iscar may be able to deliver. Iscar shall not be liable for any loss or damages of any kind whatsoever that may be related to any of the events and/or delays caused by said events mentioned hereinabove.
6
  1. Prices payable for the Goods, Date and Means of payment, Place and Means of delivery will be as specified in the Approval of Order and the buyer specifically agrees to accept these in full without any reservation.
  2. All delivery dates stated in any Approval of Order are subject to a reasonable adjustment. Delivery of the Goods or any part thereof within thirty (30) working days after the date specified in the Approval of Order shall be deemed proper and timely delivery, and shipment or delivery prior to receipt of a written cancellation notice from the Buyer shall also constitute good delivery.
  3. The acceptance of shipment by a common carrier or by any Courier shall constitute delivery, and risk of loss or of delay shall pass to the Buyer at the time of delivery as stated in subsections a) and b) above. Nothing stated in this subsection shall affect Iscar's right of stoppage in transit.
  4. No title shall pass to Buyer unless and until all sums due from Buyer to Iscar in respect of the Goods are paid in full.
  5. All freight, express and delivery charges shall be fully paid by the Buyer.
7
  1. If no written notice stating that the Goods are not in accordance with this Agreement or with the Approval of Order is received by Iscar within fifteen (15) days after delivery has been effected to the Buyer, the Goods shall be deemed to have been supplied, delivered and accepted in all aspects in full conformity with all provisions of this Agreement, of the Approval of Order and of any statutory right of the Buyer.
  2. Any claim the Buyer may make with respect to the Goods or any part thereof, shall be subject to all Terms and Conditions of Sale, and conditional on proof by the Buyer to the satisfaction of Iscar that Buyer followed all Iscar’s instructions for use, care, storage and maintenance of the Goods.

  3. Subject to section 11 hereinbelow, it is specifically agreed that the Buyer’s sole and only remedy for any claim regarding the Goods and/or any aspect thereof, including without limitation any contractual, tortuous or statutory claim, shall be limited to the replacement of the Goods OR to credit of the purchase price, at Iscar’s discretion. Buyer acknowledges and agrees that this remedy is in lieu of any remedies that may be available to Buyer at any time, whether in law or in equity, whether relating to any loss, whether based on direct, indirect or consequential damages, and the Buyer specifically binds himself not to adhere any remedy other than that which is specifically stated in this subsection. Nothing stated in this subsection shall affect any of the provisions included in the Terms of Use and/or the provisions stated in section 10 hereinbelow.
  4. The remedy specified in subsection c) above is specifically limited to Buyer. No warranty is made to any other person or entity, whether being any subsequent purchaser, a user, a bailee, licensee, assignee, employee, agent or otherwise related to the Buyer.
  5. e) The Buyer hereby relieves and undertakes to hold Iscar harmless from and against any claim whatsoever that may be brought by any person stated in subsection d) above, or that may arise out of any cause of action and regarding any aspect of the Goods and/or this Agreement, including without limitation, the design, manufacture, use, care, storage, maintenance and/or application of the Goods, and irrespective of whether any claim is alleged to have been committed by Iscar and/or by any other person.
8
 Goods for which the Buyer has not taken delivery in accordance with these Terms and Conditions of Sale may be sold on Buyer’s account by Iscar as Iscar finds fit without derogating from any other remedy that may be available to Iscar.
9
 Each delivery of any Goods shall be considered as a separate agreement. Non-delivery of any Goods shall not affect any transaction and/or Approval of Order in respect of any other goods.
10
 Iscar hereby warrants the title of the Goods and, subject to its standard tolerances, Iscar warrants that the Goods meet the descriptions and specifications that are stated in Iscar’s officially published catalog.
11
  1. THE WARRANTY SET FORTH IN SECTION 10 ABOVE IS EXPRESSLY LIEU OF ANY AND ALL OTHER WARRANTIES. ISCAR EXPRESSLY DISCLAIMS AND DENIES ANY AND ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR PURPOSE AND/OR NON-INFRINGEMENT. THIS EXCLUSION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, IRRESPECTIVE OF WHETHER ISCAR AND/OR ANY OF ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS.
  2. IN THIS AGREEMENT THE EXPRESSION “DAMAGE OR LOSS” STATED IN SUBSECTION B) ABOVE SHALL MEAN TO INCLUDE ALSO - ANY FORM OF LOSS OR DAMAGE HOWEVER DEFINED ELSEWHERE, INCLUDING WITHOUT LIMITATION ANY PECUNIARY, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, FORESEEABLE, UNFORESEEABLE AND/OR EXEMPLARY DAMAGES, THAT MAY RESULT FROM, OR THAT OTHERWISE MAY BE RELATED TO THE PURCHASE AND/OR THE PROVISION AND/OR THE DELIVERY AND/OR THE USE AND/OR THE APPLICATION OF THE GOODS.
  3. THE BUYER EXPRESSLY AGREES THAT NO WARRANTY THAT IS NOT SPECIFICALLY STATED IN THIS AGREEMENT WILL BE CLAIMED OR OTHERWISE ADHERED TO BY BUYER AND/OR BY ANYONE ACTING ON BUYER’S BEHALF AND/OR BY ANYONE DERIVING THE LEGALITY OF ITS CLAIM FROM THE BUYER, NOR THAT WILL ANY SUCH WARRANTY BE VALID.
  4. ISCAR NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME ON ITS BEHALF, ANY OTHER LIABILITY AND/OR TO MAKE ANY OTHER WARRANTY IN CONNECTION WITH THE SALE OF THE GOODS. NO WARRANTY WHATSOEVER IS MADE WITH RESPECT TO ANY OF THE GOODS THAT MAY HAVE BEEN SUBJECT TO ACCIDENT, NEGLIGENCE, ALTERATION, IMPROPER CARE, IMPROPER STORAGE, IMPROPER MAINTENANCE, IMPROPER USE OR APPLICATION, ABUSE OR MISUSE.
  5. IN ANY EVENT THAT A COMPETENT COURT OF LAW ENTERS A DECISIVE AND PEREMPTORY JUDGEMENT THAT DOES NOT PERMIT THE EXISTENCE OF ANY OF THE PROVISIONS INCLUDED IN THIS SECTION 10, EACH AND ANY OF THE REMAINING PROVISIONS OF THIS SECTION 10 SHALL REMAIN IN FULL FORCE AND EFFECT, AND ISCAR’S MAXIMAL LIABILITY IN SUCH AN EVENT SHALL BE LIMITED TO, AND SHALL NOT EXCEED THE MINIMAL EXTENT OF LIABILITY STIPULATED AND/OR PERMITTED BY LAW.
12
 All duties, taxes, fees, levies and other compulsory payments, that may be applicable to the sale of the Goods at any time, shall be born and paid in full by the Buyer unless otherwise stipulated.
13
 Buyer shall not assign any of Buyer’s rights and/or liabilities that arise from this Agreement and/or that may arise from any other instrument exchanged between the parties, including without limitation from the Buyer’s order and from Iscar’s Approval of Order, unless and until prior and express written consent of Iscar is asked for and received by Buyer.
14
 This Agreement shall be governed, interpreted, enforced, performed and applied in accordance with the law of England. Any dispute or litigation arising out of, or related to this Agreement and/or to its enforcement, shall be heard before the competent court whose local jurisdiction is in the zone of England. The parties hereby express their consent to be submitted to the exclusive local jurisdiction of that court.
15
 This Agreement contains all of the terms and conditions that have been agreed between the Buyer and Iscar. No waiver by either party of any default of the other party shall be deemed a waiver of any of the rights and remedies of either of the parties.