General Conditions

This document comprises the terms that shall apply as an integral part of any engagement with Coaticom Thermoplastic Coating Ltd. (“Coaticom” or “the Company”) for the provision of products and services, unless explicitly stated otherwise in a later document signed by the Company.

  1. Definitions

The following terms of these General Conditions shall bear the meaning presented beside them, unless the context implies otherwise –

  • “The Company” or “Coaticom” – and/or anyone on its behalf and any related company thereof, as relevant to these General Conditions.
  • “Proposal” – The quotation that the Company issued to the customer regarding the products and/or services.
  • “Order” – An order to purchase Company products/services based on the proposal signed by the customer.
  • “Products” or “Equipment” – As specified in the order.
  • “The Services” – Company services relating to products included in the proposal, such as installation, maintenance, etc.
  • “The Manufacturer” – Product manufacturer.
  • “The Customer” – The factor that accepted the proposal and issued the order, and anyone on its behalf.
  • “This Agreement” – These General Conditions, the proposal, sales term and manufacturer guarantee, the order and appendices thereto.
  1. General

    • Article headings are intended for convenience and orientation only and shall not be used for interpretation of the agreement.
    • All documents mentioned in this agreement or attached thereto as appendices comprise an integral part of this agreement.
    • In any case of conflict or inconsistency between the provisions of this agreement, the following priorities shall apply: The Proposal, these General Terms, the sales terms and Manufacturer Guarantee and the Order. The Order must correspond with the terms of these General Conditions and no conflict or written reservation shall be valid unless approved in writing and signed by the Company’s authorized signatories. It is further clarified that the terms appearing on the back of the Customer order shall not apply and the Company shall be bound only by these General Terms, the Company’s Proposal and Manufacturer’s Conditions. Undertakings issued verbally by the Company or anyone on its behalf shall not be valid unless specified in the Proposal. The terms of this agreement are presented in addition and supplementary to the Sales Terms and Manufacturer Guarantee, and not as a substitute thereof.
    • Where products are not sold of Company inventory, the company shall purchase or order the products specified in the Order from the Manufacturer, for and on behalf of the Customer, and the Customer hereby authorizes the Company to purchase and order the products in its name and on its behalf.
  2. Prices

    • Unless the Company agreed otherwise in writing, the prices set forth in the Proposal are valid for thirty (30) days of the Proposal date, only where the original supply date (or Order changes approved by the Company in writing) is up to ninety (90) days of the date of the original Order. Order changes extending the supply date beyond ninety (90) days, will become new orders based on the prices valid upon the date on which the Company receives the Order and approves it in writing.
    • Unless the Company agreed otherwise in writing, the prices do not include levies and taxes, including but not limited to sales, use, consumption, service, value added tax, etc. The Customer shall bear such taxes.
    • Where the products are directly imported by the Customer or Company based on the Customer Order, it is hereby clarified that the product price will be based on the Manufacturer’s price as of the Customer’s signing the Order and its approval by the Company. The Customer acknowledges that the Manufacturer reserves the right to update the price and the Customer hereby declares and agrees that any price increase shall be borne and paid by it only. It is further agreed that, regarding this sub article ‎3 above, the Company and/or Manufacturer price list shall serve as final proof of the product prices.
    • Unless specified otherwise in a specific Customer Proposal, all loading and transport expenses to the Customer factory and all insurance and other expenses related to transferring the products to the Customer shall be borne by the Customer and its sole responsibility.
    • The price paid to the Company shall be linked to the high transfer/check rate at Bank Leumi LeIsrael Ltd. regarding the currency of the country in which the purchase was executed, as valid upon issuing the relevant company invoice.
  3. Payment Terms and Dates

    • Pending full payment of the consideration for the products, they shall remain the property of the Company. Product ownership will be transferred to the Customer only after the Company has received full payment of the product price to its complete satisfaction as set forth in Article 3 above. Without derogating from the above, in case of sale by installments, the Equipment shall be encumbered in favor of the Company pending full payment of the amount due to the Company and the Company will be issued collateral as required under the Company Proposal.
    • Where the products are directly imported by the Customer, it is hereby agreed that so long as the Customer has not paid the Manufacturer the full price of the products as set forth in the bill, the products will remain the property of the Manufacturer. Ownership of the products will be transferred to the Customer after the manufacturer receives the full price for the Products.
    • Notwithstanding the above, it is hereby clarified that the risk of product loss or damage shall apply to the Customer upon transferring the Products to Customer possession.
    • Where the Customer issues the Company a deed and/or check, it is not considered payment so long as such deed and/or check were paid in full and, until then, the deed and/or check shall serve as a guarantee for payment of the amounts set forth therein.
    • In case of a delay in any of the payments due from the Customer, any payment in arrears shall be subject to interest of Prime + 5% customary at Bank Leumi LeIsrael Ltd., as of the date set for payment and until actual payment in full, without derogating from the right of the Company and/or Manufacturer, as the case may be, to any other remedy and relief for such delay as set forth by law.
    • Without derogating from Article 4.4 above and any right or relief available to the Company and Manufacturer by law and Agreement, where the Company failed to pay any of the payments in a timely manner, the Company or Manufacturer, as the case may be, may take possession of the Products and, to this end, remove them from the Customer premises and store them in Company warehouses. In such case, the Company and/or Manufacturer, as the case may be, shall be entitled to take one of the following two actions, upon their exclusive discretion:
      • Consider the Agreement as violated by the Customer and to hold the funds received as liquidated damages for violating the Agreement; or
      • Sue for full payment of the unpaid balance and, until then, to hold the Products in the Company warehouses as collateral for executing such payments.

Expenses for transporting the Products from the Customer’s facilities to the Company warehouses shall be borne by the Customer.

  1. Service and Training

    • The Company shall train the Customer on all matters relating to Product use and maintenance and will provide the Customer, upon its demand, installation, assembly, repair and maintenance services for the Products, all as set forth in the Company policy relevant on the said date and against Customer payment to the Company based on the rates then customary with the Company.
  • Where the guaranteed products are mobile and/or transportable, the Customer must transfer them to the Company workshop and/or any other location selected by the Company at its expense. Transporting products to the Customer warehouse or site after repair shall be borne by the Customer.
  • It is hereby clarified that services that were not explicitly noted in the Proposal as part of the Product price, will only be provided against another Order based on the Company price list valid at the time.
  • In any event, even where a service was ordered, the Company shall not be liable for any flaw or damage or fault derived of one or more of the instances set forth in Article ‎4 below.
  1. Order Cancellation

Where the Customer cancels the order and immediately upon cancellation thereof, the Customer shall pay liquidated damages of 5% of the price of the products ordered or any other amount included in the Proposal.  The Company may offset such amount from the amounts deposited therewith until such date and reimburse the Customer the balance remaining thereof, and where no such amounts were deposited, it may collect the damages from the Customer as it deems fit according to the law, yet the Company shall not be obligated to do so and may demand:

  • execution of the agreement in kind, whereby the Customer shall be obligated to accept the Products and comply with all of the terms of the Order. And/Or –
  • in addition to the liquidated damages of 5% as set forth above, to receive reimbursement for any damage, loss or expense incurred by the Company due to cancellation of the Order, inter alia by way of offsetting from amounts paid to the Company for the Order.
  1. Supply

    • The supply dates are estimated.
    • The Company and Manufacturer, as the case may be, reserve the right to alter specifications and introduce changes to Products as they deem fit and without prior notice, and the Customer undertakes to accept the Products with such changes, if any.
    • The Company and Manufacturer will invest reasonable efforts to ensure Product shipment on the estimated supply date, as set forth in the offer, yet the Company and Manufacturer shall not be liable for any delay in supplying the Products beyond the said date and for the ramifications of any such delay. Without derogating from the above, it is hereby agreed that Product receipt by the Customer shall comprise a waiver of any claim or argument regarding shipment delays or regarding damage or loss during the transport period.
    • Where the Manufacturer ceases to manufacture the Products for any reason whatsoever, after the Order date and before supply to the Customer, the Company may reimburse the Customer’s deposit, if so deposited, and/or any other payment paid to the Company in consideration of the Products, commission or assembly, and consider the Order canceled, and the Customer shall have no claim against the Company in this regard.
  2. Guarantee

    • The guarantee period for the Products is as set forth in the Proposal, if so noted.
    • The Guarantee, where issued, is that of the Manufacturer only, corresponding only with the Manufacturer’s warranty and contingent upon the Customer’s precise execution of Manufacturer instructions regarding Product handling.
    • The Guarantee relates only to parts damaged due to material quality and/or production and/or assembly flaws, all for reasons relating to the Manufacturer. As such, the essence of the guarantee is replacement of such flawed or faulty parts.
    • The Manufacturer’s and/or Company’s guarantee, if issued, shall not apply upon the occurrence of one of the following instances: The products were altered or handled without Manufacturer or Company consent in writing or by a person who was not authorized by the Manufacturer; flaws or faults caused by poor or inappropriate Customer maintenance; improper use or operation of the Product or use or operation in a matter that does not comply with the technical specification or Manufacturer instructions; misuse; negligence; neglect; fall, accident; loss or damage caused when transporting the Equipment; force majeure (such as fire or water damage, electrical disruptions, lightning, etc.); breakage of any kind; use of disposable aids or materials unapproved by the Manufacturer; flaws in disposable components.
    • The Company and/or Manufacturer shall not be liable to any damage and/or loss and/or expense, including special, indirect, consequential or cumulative damage caused to the Customer and/or anyone on its behalf due to or as a result of Product supply, Equipment operation and/or supply of parts thereto and/or this Agreement, whatever the grounds of the claim, whether contractual, tort or otherwise, even where caused by an act or omission committed by the Company and/or the Manufacturer and/or anyone on their behalf, including any negligent act or omission.
    • Without derogating from the above, it is hereby explicitly agreed that the Company and/or Manufacturer shall be exempt of compensating or remunerating the Customer for any damage, loss or absence of profit to the Customer due to any fault or flaw discovered in the Product and the Customer undertakes to have no claims against the Company and/or the Manufacturer in regards thereto.
    • In order to remove all doubt, it is hereby explicitly agreed that where the Customer purchases the products directly from the Manufacturer and where the Customer purchases products from the Company inventory, the Company shall in no way be liable for the order and/or operation of the Products nor for the nature and/or quality of the Products.
    • The Company or Manufacturer do not grant a guarantee, explicit or implied, beyond that which is explicitly set forth in these General Terms or the Proposal and the Customer hereby waives any other guarantee to which he is entitled by law.
  3. General

    • The Customer declares and confirms that it has examined the features and/or quality of the Equipment/Product and has found it suitable to the Customer’s objectives and it is hereby agreed that the Customer may not rely on any claim of Equipment or component inconsistency with Customer objectives.
    • In the event of any voluntary or involuntary procedure, relating to bankruptcy, insolvency or liquidation, taken by or against any of the parties, or where a special administrator is appointed by the court, with our without the parties’ consent, or in any other similar case, the other party may cancel charges not yet paid without derogating from any remedy and/or grounds available to the said party by law and/or Agreement.
    • The Customer may not assign rights or obligations included in this agreement without prior written consent from the Company. However, the Company may assign each of the rights and obligations set forth in this agreement at any time.
    • Where a certain condition or stipulation of the Agreement is illegal or unenforceable, such determination shall not impact the validity of the other conditions and stipulations of this Agreement nor the ability to enforce them.
    • This Agreement and the documents included or mentioned herein comprise the full accord between the Customer and Company and replace any prior communication, presentation, declaration or consents between the parties, whether verbally or in writing, regarding the transactions contemplated herein. No further or other Customer conditions shall apply.
    • Any amendment to this Agreement shall be set forth in writing only and signed by the Company, otherwise it shall not be valid.
    • Where a party waives any right due thereto under this agreement or where a party avoids insisting on its right, it shall not be considered a waiver, avoidance or practice between the parties regarding other instances.
    • This Agreement was prepared in accordance with the laws of the State of Israel and shall be thereby governed (excluding their rules of choice of law). The competent courts in Tel Aviv-Yafo shall have exclusive jurisdiction regarding any conflict or dispute related to or derived of this agreement.
    • The addresses of the parties on all matters relating to this agreement are as set forth in the Order and/or Proposal. Any notice sent by registered mail to the noted addresses shall be considered to have reached its destination after 72 hours of delivery and, where sent by fax, after one business day of transmission (provided there is confirmation of the transmitting facsimile).

(Coaticom – General Conditions)