1. General These Purchasing Terms and Conditions of Horizon Electronics Ltd. [hereinafter "Buyer"] shall apply to all deliveries and services the Supplier performs for the Buyer unless otherwise explicitly agreed upon between the parties. They also apply to future business relationships without being expressly agreed upon again to a later time. Other standard terms and conditions, in particular standard terms and conditions of the Supplier, shall not apply even if they are not expressly objected to in an individual case or if ordered goods/services have been accepted without reservation. In the event that supplementary technical and/or quality specifications are agreed upon, such specifications shall form an integral part of the agreement between the Buyer and the Supplier. The Buyer's orders shall not be used for advertising or similar purposes and the Supplier shall keep the business relationship and the Buyer’s confidential information strictly confidential.
2. Orders .The Supplier shall confirm orders in writing within 3 days after receipt of the order, stating prices and dates of delivery. If the Supplier did not confirm the order within the abovementioned period, The Buyer reserves the right to cancel the order without incurring any costs. Oral agreements shall only be valid if confirmed in writing by The Buyer. Written form shall also include confirmations sent by data transfer or fax.
3. Prices specified in the order are binding. Unless otherwise agreed, prices shall be fixed prices and shall include costs for packaging and for the delivery to the place of delivery designated by the Buyer. Costs for packing and transportation shall be identified separately in the invoice. The price is understood to include the currently applicable value added tax or any similar tax.
4. Invoices and Payment Terms. The Supplier shall include one original copy of invoice to the Buyer's with the actual shipment, or, in case the parties agreed upon invoices via mail, no later than the 5th day of the month following the day of delivery. Copies shall be specifically identified as such. The Buyer shall make payment within 90 days from end of month following receipt of the invoice, or as otherwise explicitly agreed upon by the parties in writing. The timeliness of payment shall be governed by the date the invoice is received but not earlier than day of delivery. AII invoices shall specify the Buyer's order numbers and other relevant reference numbers.
5. Deliveries and Delivery Period .The Supplier shall give notice of delivery at the latest when the goods leave the Supplier’s facility, specifying the relevant goods and reference numbers of the order. Agreed delivery dates shall be binding, except in cases of force majeure. Date of delivery shall mean receipt at the place of delivery designated by the Buyer. The Supplier shall include a delivery order (in duplicate) in each delivery, specifying the order number, good names and quantities. The Supplier shall insure the goods against the risk of loss during transport unless otherwise agreed in writing. The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree expressly in writing (Delivery Location). Advance and partial deliveries shall be subject to the prior written consent of the Buyer. The Buyer reserves the right to reject any advance, surplus or short deliveries. The Supplier shall notify the Buyer of any delays in delivery immediately. Such notice shall have no effect upon the Buyer's claims against the Supplier. The same applies to unconditional acceptance of a delayed delivery. Notwithstanding other additional rights the Buyer may have in case of a delayed delivery and upon the Buyer’s request, the Supplier shall deliver the goods by expedited shipment at the Supplier’s cost. After expiration of a grace period granted to the Supplier or, if the Buyer is no longer interested in the delivery as a result of the delay without granting any grace period, the Buyer may procure substitute delivery from a third party at the costs of the Supplier. If and to the extent required for such purpose, upon request the Supplier shall furnish all relevant documents and specifications in its possession to the Buyer immediately. The Supplier shall pay a contractual penalty for each day delivery is delayed equal to 0.1% - however not to exceed 5% - of the total value of the delayed delivery unless the Supplier furnishes proof that the Buyer suffered lesser or no damages. The Buyer reserves the right to claim additional damages for Supplier's default. The Supplier shall be liable for any damages or other legal consequences resulting from any faulty, incomplete and/or delayed shipping documents.
6. Release from Acceptance Obligations .In the event that acceptance is temporarily made impossible by strikes, Iockouts or force majeure, the Buyer shall be released from its obligation to accept delivery on the agreed date.
7. Packaging .The goods shall be shipped in packaging which is appropriate to the product, paying due regard to the relevant environmental protection regulations. Any disposable packaging shall be taken back by the Supplier at its own cost. If the goods are shipped in reusable packaging, the Supplier shall loan such packaging to the Buyer. Return shipment shall be at the cost and risk of the Supplier. If as an exception the Buyer agrees to bear the packaging cost, this shall be charged to the Buyer at the verifiable cost price.
8. Incoming Inspection, Risk of Loss .The Buyer shall only be obliged to perform an identity as well as a quantity check of the delivered goods at least according to the shipping papers and inspect for transportation damages (“apparent defects”). In case of apparent defects, notice of defect shall be deemed timely, if made within sixty (60) days of receipt of the goods. In case of hidden defects, notice of defect must be given within thirty (30) days of discovery. Payments made prior to the notice of defect shall not be deemed acceptance of delivery. The risk of loss shall pass to the Buyer when the goods have been inspected and accepted.
9. Warranty .The warranty period for the goods ordered by the Buyer shall be two (2) years from delivery unless otherwise agreed in writing. If the Buyer informs the Supplier of the intended use and/or place of use of the goods to be supplied, the Supplier warrants that such goods are suitable for that use and/or place. In the event that the Supplier does not commence remedying the defect after the Buyer’s request to remedy it within a reasonable period of time, in urgent cases, especially to prevent acute danger or greater damage, the Buyer is entitled to undertake such remedy itself or to have it undertaken by a third party at the expense of the Supplier. The same applies if the remedy of defects or delivery of a substitute fails or is refused. If the Supplier performs its obligation to effect supplementary performance by supplying a substitute good, the warranty period of the goods delivered in substitution shall start to run anew after delivery thereof. The same applies in case of rework for the same defect and for the consequences of defective rework. The Supplier undertakes to bear all installation and removal costs as well as transportation costs to and from the place of use in cases where such costs have demonstrably been incurred due to deficient delivery.
10. Quality, Environment and Safety at Work, Export .The Supplier shall install and maintain a documented quality assurance system, preferably according to ISO 9001:2015, which is suitable in type and scope to assure the quality of the goods and which corresponds with the latest state of the technology. Supplier shall comply with the respective statutory or regulatory provisions (including directives of the European Union, if applicable) related to construction, the treatment of employees, health and safety at work, industrial safety and clean-room conduct and environmental protection (e.g. provisions governing the identification of hazardous material and processes) and, if applicable, shall issue/provide the respective declarations of conformity; and Supplier shall inform the Buyer on delivery of any special, not generally known requirements as to treatment and disposal as well as special requirements as to environmental protection. When being on-site at the Buyer’s premises, the Supplier shall also follow the site related individual rules and instructions. The Buyer recommends adopting an environmental management system that complies at least with the current ISO 14001 standards, a certification according to ISO 14001 shall be the objective. The Supplier shall allow the Buyer or any third party representative to audit Supplier’s systems (including its manufacturing processes) during normal business hours in order to determine compliance. The Supplier shall install and maintain adequate systems and/or processes to comply with all existing and applicable trade compliance rules and regulations. As applicable, the Supplier shall provide specific material description, Country of Origin, HTS Code (Commodity Code), Dual Use or Military classification info/data on the shipping documents and upon request by the Buyer. The Supplier shall provide upon request preferential Certificates for any of its products/shipments. Supplier shall comply with the consumer protection "Dodd-Frank" act of Conflict Mineral Policy. The Supplier shall not sell to the Buyer any products that are controlled by the U.S. export control laws, namely the International Traffic in Arms Regulations (ITAR) or the Export Administration Regulations (EAR) without appropriate U.S. Government approval or as may otherwise be permitted under the ITAR or EAR, as applicable. The Supplier acknowledges that U.S. export control laws may apply to products that were not produced in the U.S., but that contain ITAR controlled content or certain levels of EAR controlled content. If any of the products are controlled by the ITAR or EAR, then the Supplier shall provide the Buyer with details of the export control jurisdiction (ITAR or EAR) and classification (ECCN number or for EAR controlled items). The Supplier irrevocably agrees to fully indemnify and hold the Buyer harmless from and against any and all damages, losses, claims, costs and expenses (including reasonable attorney's fees) that the Buyer might suffer in the event that the Supplier acts in violation of this Section. Unless purchased material is clearly noted as a non-ROHS compliant material by designated part number, Supplier is required to supply materials that are ROHS complaint. In the event the delivered materials are not in compliance with the latest ROHS compliance policy, Supplier will notify the Buyer and clearly indicate in writing upon acceptance of the order that the materials are NOT ROHS COMPLAINT. Additionally, such a statement should be clearly indicated on the Certificate of Compliance supplied to the Buyer. For the avoidance of doubt, the Buyer reserves the right to reject any offer (or acceptance of order submitted by the Buyer) to purchase materials which are non-ROHS compliant.
11. Insurance. The Supplier shall procure and maintain a general public liability insurance (including a product liability insurance and a recall insurance), an extended product liability insurance (E&O) and an environmental liability insurance on an occurrence basis with limits not less than € 5,000,000 per occurrence. Upon request, the Supplier shall provide to the Buyer Certificates of Insurance evidencing the insurance coverage and reflecting the effective date of such coverage.
12. Third Party Rights. The Supplier shall indemnify and hold the Buyer and its successors, assigns, customers and users of its goods harmless against all claims, suits, or actions, and all loss, liability and damage, including but not limited to costs, expenses and reasonable attorneys’ fees, resulting from any claim that the manufacture, use, sale or resale of any good infringes any patent, copyright, trademark, or trade name or other intellectual property right of a third party or constitutes a misappropriation of any trade secret, unless the subject of such claim is predominantly a feature used by the Supplier on instructions of the Buyer or was added by the Buyer or a third party after receipt of the goods. In particular, if a claim, suit or action arising out of or relating to such infringement is brought against the Buyer or the Buyer's customers, the Supplier shall provide (at its own expense) reasonable assistance in the Buyer's defense. The Supplier will defend any such claim, suit, or action brought directly against the Supplier at its own expense. The Buyer shall have the right to participate and be represented by its own counsel in any such claim, suit, or action. The above obligations will apply to any claim raised against the Buyer or the Supplier no later than 7 years from the delivery of the respective goods.
13. Drawings, Samples and Models. Drawings, samples and models created by the Buyer shall remain the property of the Buyer and shall be kept strictly confidential. The Supplier shall return such items to the Buyer, of its own accord and at its own cost, along with the offer or the final delivery. The same applies in case the Supplier does not accept an order. The Supplier shall not make such drawings, samples and/or models accessible to any third parties without the express written consent of the Buyer. The Supplier further may not resell such items under any circumstances. The misuse of any drawings, samples or models shall give rise to claims for damages or injunctive relief and may be subject to criminal penalties.
14. Miscellaneous. All agreements of the parties shall be governed exclusively by the laws of the state of Israel without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods, 1980, and any successor thereto, will not apply. Any dispute arising out of or in connection with the agreements that cannot be resolved amicably between the parties shall be submitted exclusively to the jurisdiction of the courts in the district of Tel-Aviv-Jaffa in the state of Israel. No purchase order or any rights or obligations under these Purchasing Terms and Conditions may be assigned by Supplier, nor may Supplier subcontract or delegate the performance of any of its duties under any Purchase Order or these Purchasing Terms and Conditions, without, in either case, the Buyer’s prior written consent. The Buyer may assign, subcontract, or delegate these Purchasing Terms and Conditions without Supplier’s prior written consent. If any provision of these Purchasing Terms and Conditions should be invalid, illegal or unenforceable, the validity of the remaining provisions hereof shall remain unaffected thereby.
15. Compliance with Laws / Conflict of Interests. Seller agrees at its own expense to fully observe and comply with all applicable laws regarding the performance of its obligations under these Purchasing Terms and Conditions including those related to the manufacture, sale and, distribution and use of the Product and, including, but not limited to, anticorruption, environmental and hazardous substances laws, and export/import control requirements. Seller shall inform the Buyer immediately in writing in case the Seller becomes aware of a conflict of interests between own employees (e.g. in the sales department or in the management) and Buyer's employees (e.g. in the purchasing department).