1.    GENERAL

1. This Order is placed, subject only to the general terms and conditions (“GTC”) included herein and any statement of work, plans, specifications, and other documents, to the extent the same are incorporated by reference on the face of this Order. The reference to any proposal from Supplier (if any), is only for the purpose of specifying basic information concerning price, the description of the Supplies, quantities, terms of payment and delivery and then, only as such terms are consistent with the GTC’s herein.
2. Any and all commitments, understandings and agreements between the Buyer and the Supplier regarding the purchase of the Deliverables, including any Purchase Order or any other agreement related thereto, shall be deemed to incorporate the GTC, and by entering into any such commitments, understandings and agreements or accepting the Purchase Order, performing thereunder or delivering the Deliverables, the Supplier expressly acknowledges and accepts the applicability of the GTC and their incorporation therein.
3. These GTC may not be changed without Buyer’s prior written consent, and such change shall not take effect without such prior written consent.
4. In the event of any inconsistency between the terms and conditions of these GTC and any terms and conditions contained in any Purchase Orders or in the other provisions of the Agreements, the terms and conditions of these GTC shall prevail, unless otherwise explicitly agreed by both Parties in the Purchase Order or agreements.
5. The International Rules for the interpretation of trade terms of the International Chamber of Commerce, known as INCOTERMS 2020, shall apply to the Purchase Orders, to the extent any INCOTERM is adopted in the Purchase Orders (“Applicable Incoterm“). In the absence of any specific INCOTERM identified in the Purchase Order which involves shipping, DAP Incoterm shall constitute the Applicable Incoterm.

2.    DEFINITIONS

1. “Buyer”- (BY) Medimor Ltd.
2. “Supplier”- shall mean Buyer’s contracting party from whom the Deliverables are acquired or offered to be acquired.
3. “Product” shall mean all products, objects, machines, parts, installations, materials, spare parts and any other moveable tangible property, hardware, software products and documentation, identified in the Purchase Orders or reasonably required to meet the objectives or benefits set in the Purchase Order and/or to be supplied under the agreements executed between the Buyer and the Supplier.
4. “Order” or “Purchase Order”- shall mean the latest purchase order including any attachment and/or appendices attached thereto (including, RFP or RFQ, as amended from time to time) issued and approved by the Buyer in writing, related to the purchase of the Deliverables by the Buyer from the Supplier.
5. “Supplies” or “Deliverables” – shall mean the Products and/or the services purchased hereunder, as described on the face of this Order.

3.    REPRESENTATIONS AND WARRANTIES

3.1  Each party hereto hereby represents and warrants to the other party as of the date of execution of the Purchase Orders as follows:

1. It has the requisite corporate power and authority to enter into the Purchase Orders and/or purchase agreements related thereto (including the GTC) and has taken all necessary actions to execute, deliver and perform the Purchase Orders and other agreements related thereto.
2. There is no legal, contractual or other restriction or limitation for its execution and enforcement of opposing party’s rights pursuant to the Purchase Order and any other documents or purchase agreements related thereto (including the GTC) or its performance of its obligations thereunder, and its execution of such Purchase Order and any other documents and purchase agreements related thereto (including the GTC) does not and shall not cause any breach of any of its obligations to any third party.

3.2  The Supplier hereby further represents and warrants to the Buyer as follows:

1. It has the knowledge, experience, expertise, professional skills, appropriate personnel, permits, approvals and resources to supply compliant and high-quality Deliverables in accordance with the terms of the Purchase Orders, the purchase agreements and the best available practices and standards in the respective industry, and to duly and timely perform all its obligations thereunder.
2. The Deliverables including, Inter alia, parts and materials delivered to the Buyer: (a) are manufactured and assembled by the Supplier ; (b) are original, new and contains first quality components, raw materials and parts; (c) are and will be free and clear of all liens, encumbrances, restrictions, rights of third parties and other claims against title or ownership; (d) are and shall remain be during the Warranty Period free from defects, including in design, material and workmanship and it conforms to the Products Specifications; and (e) are safe;
3. It has all the requisite Intellectual Property Rights in the Deliverables or any portion thereof, and all related documentation and software, and the Supplier represents and warrants all the intellectual property rights incorporated or required for commercially exploiting any Deliverable are not violating, infringing, misappropriating or misusing of any third party’s intellectual property rights. The Supplier will promptly notify the Buyer if the Supplier becomes aware of any claim or facts upon which a claim could be based, without derogating from its liabilities under the Order and/or purchase agreements.
4. It shall complete any of its contractual undertakings, including the Acceptance Test and any milestone or phase identified as such in the Purchase Order, in accordance with the due dates set in the Purchase Orders (“Time Schedule“). The Supplier shall engage sufficient employees or subcontractors in order to timely meet its obligations.
5. Notwithstanding anything to the contrary in the Order and/or purchase agreements, the Buyer’s approvals and signatures on documents, certificates, tests etc., provided for the Buyer’s approvals, for actions or tasks within Supplier’s responsibility, shall not, in any event, relieve Supplier of its respective obligations and responsibilities but rather use as an indication for the Buyer’s consent to move to the next phase/stage/milestone in the course of performance.
6. If the Deliverables are for the supply of electronic components, The Supplier declares and undertakes it is an authorized distributor of the manufacturer of the electronic components supplied to the Buyer and shall maintain such status throughout the term it supplies the Buyer the electronic components pursuant to Orders issued by the Buyer. The Supplier acknowledges that the Buyer relies on the correctness of its above representation and undertakes, in case of the manufacturer cancels its appointment as authorized distributor to notify the Buyer, in writing, immediately upon it ceasing to be an authorized distributor of the manufacturer of the electronic component.

In the event the Supplier shall cease to be an authorized distributor of the electronic components ordered by the Buyer prior to supply of the components to the Buyer, the Buyer shall, at its discretion, be entitled to cancel the order (in whole or in part) by written notice and the Supplier does not and will not have any claim and/or contention against the Buyer in respect and/or in connection with such cancelation. Once the Supplier terminated representing the manufacturer in purchase order, it is the Supplier responsibility to inform the Buyer on this matter

4.    PURCHASE ORDER ACCEPTANCE

The Supplier acknowledges and agrees that any Purchase Order issued by the Buyer is subject to these GTC’s unless and to the extent agreed specifically otherwise by the Buyer in writing.

5.    PRICE AND TAXES

This Order shall not be satisfied at prices higher than those shown in the Purchase Order, unless such increased prices have been approved by the Buyer in writing.

Unless otherwise explicitly provided in the relevant Purchase Order, the agreed price for the Deliverables (“Contract Price“) to be paid to Supplier  under the Order are inclusive of all taxes including, inter alia without derogating from the generality of the above, any value added taxes (excluding Israeli VAT which if applicable will be added), export, sales, use, turnover, excise and other taxes, duties, levies, charges or assessments of any kind required to be paid or withheld by the Buyer  under any applicable law or regulation in relation to any payment made pursuant to the Order or purchase agreements  and/or the provision of the Deliverables either within or outside the Israel. The Buyer shall be entitled to deduct at source from the contract price (or any other payments due hereunder, if relevant) such amounts that need to be withheld in respect of such payments (including withholding tax, if applicable).

6.    DELIVERY

Delivery obligations of the Supplier (including the delivery location and time schedule) shall be as set forth in the Purchase Orders. Partial deliveries are not permissible unless otherwise agreed in the Purchase Orders or specifically otherwise by the Buyer in writing.

Time is of the essence. Delivery shall be strictly in accordance with the schedule set forth in the Purchase Order. Delays in shipment/delivery shall be reported immediately by the Supplier to the Buyer. The Buyer reserves the right to cancel this Order in whole or in part if the Supplier should fail to make deliveries in accordance with the terms of the Order and/or any purchase agreement applicable thereto and the Supplier shall not be entitled to claim any damage, compensation or other payment from the Buyer, and upon such cancellation, the Buyer shall receive from the Supplier full refund of all amounts paid by it to the Supplier in connection with the Deliverables and the Purchase Orders. All remedies stated above are non-exclusive remedies, and shall not prejudice, or constitute or operate as a waiver of, any other and/or additional right or remedy that the Buyer is or may be entitled for pursuant to the Order and/or purchase agreements and/or applicable law.

 

All shipments/deliveries must be marked with the Buyer’s Order number and accompanied by a detailed delivery ticket including part revision and lot number. The Supplier shall attach original MFG and Supplier C.O.C/C.O.T/C.O.A to every shipment of Products, and shall attach ROHS & REACH certificate if and when applicable.

7.    INSPECTION, PACKING AND SHIPPING

1. The Supplier will perform a foreign body exclusion (FOD) test.
2. The Supplier must perform final inspections on finished items for shipment.
3. All shipments will contain the items as defined and detailed in the Purchase Order (Do not exceed the ordered quantity unless prior written approval from the Buyer has been received for this).
4. Any change or deviation will be only upon written approval from the purchasing or quality manager, at the Buyer.
5. The Supplier will provide the items with a tax invoice and/or delivery certificate.
6. The Purchase Order number must be indicated on the shipment and the invoice.
7. Storage and packaging of Products provided by the Supplier will be such as ensuring the integrity of the Products during transport and storage, unless otherwise specified.
8. Electronic components must be supplied in bars, rolls, trays or in complete and original packaging from the manufacturer or from an authorized supplier/distributor, also, if necessary, the components will be supplied in antistatic bags and/or vacuum bags.
9. Unless otherwise specified, all components / products sensitive to static electricity will be packed in ESD packaging. If the ESD marking is not stamped on the packaging, at least an ESD sticker should be affixed.
10. Components provided to the Buyer and/or Buyer’s customer will be accompanied by relevant paperwork as detailed:
11. Certificate of Conformity (C.O.C) signed and certified by the original manufacturer of the Product or by an authorized supplier/distributor. The certificate of conformity will contain as a minimum: the name of the Product, the catalog number, serial numbers or batch numbers included in the shipment.
12. Warranty certificate (if applicable).
13. Dimension report (if relevant).
14. MSDS toxicity report (if applicable).
15. Instructions for use and storage (if relevant).
16. COT / COA certificate (if applicable).
17. The Supplier will perform a sample test according to the requirements of Squeglia C=0, RA 1.5%, unless otherwise defined. If defective items are found in a sample audit, the Supplier must perform an examination of 100% of the items / components.
18. If key characteristics, special requirements or critical items were defined by the Buyer and/or its end customer, 100% tests must be performed for the entire quantity ordered in the parameter defined as a key characteristic / critical item and refer to special requirements, as defined in the Order.
19. The record retention period is 10 years, unless otherwise specified. In any case, written approval must be obtained from the quality manager before destroying them.

8.    VALIDITY

All items with limited shelf-life will have a validity of at least 75% of the lifespan from the date of delivery.

Lifespan is detailed in section ‎24.

9.    VISIT TO THE LOCATION SUPPLIER

The Buyer and its customers and the relevant legal authorities are entitled to free access (with prior coordination) to the facilities of the Supplier that take part in the execution of the Order and to all the documentation applicable to the Order at the Supplier’s facility/ies.

10. PREVENTING THE USE OF COUNTERFEIT ITEMS

If it is not possible to purchase a component from a certified source, the component’s authenticity and integrity must be verified in accordance with the AS5553/AS6174 standard, subject to the order’s approval.

The Supplier is an authorized manufacturer or distributor of the supplied item.

The Supplier must maintain a method that will ensure traceability of the supply chain of the items/components supplied from the manufacturer of the component to the ordering site.

The Supplier must keep all documents proving the traceability of the purchase. Purchase traceability will include details of those involved in the supply chain, from the original component manufacturer to the direct source from which the item was purchased.

The Supplier must attach to each shipment the original Certificate of Conformity to Order (COC) issued by the product manufacturer or an authorized supplier/distributor.

The supplier must attach COT / COA inspection reports to each shipment if applicable.

11. REQUIREMENTS FOR CALIBRATION LABORATORIES

Calibration laboratory shall be certified to the ISO/IEC 17025 standard by an authorized entity.

Reports / calibration certificates will be provided by a calibration laboratory. The report will indicate the method of testing / calibrating the tool, test findings, reference to unusual findings (if any), signature and name of the person performing and approving the calibration.

12. PATENT, TRADEMARK, COPYRIGHT INDEMNITY

The Supplier agrees to indemnify, and hold the Buyer, its successors, assignees and/or its customers harmless from and against any and all expenses, liabilities or other losses arising from or by reason of any actual or claimed infringement of patents, trademarks, or copyrights, and to defend any suits based therein, with respect to the Products or materials furnished hereunder by the Supplier, except where the claimed infringement arises by reason of Products or materials furnished hereunder that are based on designs or drawings originated by the Buyer.

13. WARRANTY

The Supplier warrants that all materials or services delivered hereunder, will conform to designs, specifications, and drawings, and to samples or other descriptions referred to in this Purchase Order, will conform strictly to the requirements of this Purchase Order, and will be free from defects in material and workmanship. Unless agreed otherwise in writing in a specific purchase order, it is agreed that the warranty granted by the Supplier to the Buyer will be for a period of no less than 12 months as of Acceptance of the Deliverables by the Buyer. 

14. BUYER’S PROPERTY

All materials, including tools, furnished or specifically paid for by the Buyer unless otherwise specified herein, shall be the property of the Buyer, shall be subject to removal at any time without additional cost, upon demand by the Buyer, shall be used only in satisfying orders from the Buyer, shall be kept separate from other materials or tools, and shall be clearly identified as the property of the Buyer. Supplier assumes all liability for loss or damage, with the exception of normal wear and tear, and agrees to supply detailed statements of inventory promptly, upon request.

15. ASSIGNMENT OF RIGHTS

Supplier shall not delegate any duties nor assign any rights or claims under the Order and/or any other applicable agreement, or for breach thereof, without the written consent of the Buyer, and any such attempted delegation or assignment shall not be binding on the Buyer.

16. CHANGES

The Buyer may at any time make changes in the delivery schedules, drawings, quantities, designs and specifications. The Buyer may also make changes in the method of shipping or packing, and place of delivery, by any means of communication. If any such change affects cost of delivery schedules applicable to this Purchase Order, an equitable adjustment shall be made, provided the Supplier makes a written claim within fifteen (15) days from the date of the Buyer’s written notification. The Supplier shall notify the Buyer, in advance in writing, of any and all changes made to the products in order for the Buyer to determine whether the changes affect the quality of the products. No change will be allowed unless authorized by the Buyer in advance.

17. INSOLVENCY

In the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency, by or against Supplier, including any proceeding under the applicable bankruptcy laws currently in effect, or in the event of the appointment, with or without the Supplier’s consent, of an assignee, for the benefit of creditors, or of a receiver, the Buyer shall be entitled to elect to cancel any unfilled part of this Purchase Order, without any liability, whatsoever.

18. TERMINATION

1. Buyer reserves the right to terminate this Order, or any part hereof, and to cancel all or any part of the undelivered portion of this Order if the Supplier does not make deliveries as provided in this Order or if the Supplier otherwise breaches any of the terms hereof, including the Supplier’s warranties. In addition to the aforesaid Buyer shall have the right to terminate this Order or any part thereof, and cancel all or any part of the undelivered portion, in the event of the occurrence of any of the following: (i) insolvency of the Supplier, and/or (ii) filing of an involuntary petition to have the Supplier declared bankrupt, (provided it is not cancelled within thirty days from date of such filing), and/or (iii) upon the granting of a winding-up or similar order in respect of the Supplier, or if a temporary or permanent liquidator or receiver is appointed in respect of the Supplier, or if a temporary or permanent attachment order is granted on all of the Supplier’s assets, or a substantial portion thereof, (provided such order or appointment is not cancelled within 30 days of the grant of such order or the date of such appointment), and/or (iv) the execution by the Supplier of any assignment for the benefit of its creditors and/or (v) if the Supplier passes a resolution for its voluntary winding-up. Buyer shall have no obligation to the Supplier in respect to the cancelled portion of this Order. Buyer’s liability shall be limited to payment for the delivered and accepted portion of this Order which is usable by Buyer at the rate specified on the face hereof (reflecting quantity prices as though this Order had gone to full completion). If as a result of default of performance by the Supplier, this Order is terminated in whole or in part and it is necessary to procure any of the specified Deliverables elsewhere, then the Supplier shall be liable for any re-procurement charges which exceed the amount which would have been due to the Supplier if it had satisfactorily completed this Order. These remedies shall be cumulative and additional to any other remedies available to Buyer in law or in equity.
2. Buyer may, for its convenience, terminate work under this Order, in whole or in part, at any time, by giving notice to the Supplier in writing. the Supplier will thereupon immediately stop work on this Order, on the terminated portion thereof, and notify any subcontractors to do likewise. the Supplier shall be entitled to reimbursement for its actual costs incurred up to and including the date of termination, provided that such costs are justified considering the relative point in time of the Order execution and that title to completed and partially completed Deliverables, including any material required, are transferred to Buyer. Such costs are to be determined in accordance with recognized accounting principles. the Supplier shall also be entitled to a reasonable profit on the work done prior to such termination at a rate not exceeding the rate used in establishing the original purchase price. The total of such claim shall not exceed the Order price for the pro-rata portion of this Order which is cancelled, reduced by amounts previously paid to the Supplier hereunder.
3. Termination claims shall be subject to inspection and audit by the Buyer in the event of termination under this clause.

19. TITLE TO SPECIFICATIONS

The Buyer shall at all times have title to all drawings and specifications furnished by the Buyer to the Supplier, and intended for use in connection with this Purchase Order. Supplier shall not disclose such drawings and specifications to any person, firm or corporation, other than the Buyer’s or the Supplier’s employees, subcontractors, or government inspectors. The Supplier shall, upon Buyer’s request, promptly return all drawings and specifications to the Buyer.

20. OBJECTIVE QUALITY EVIDENCE

The Supplier agrees to maintain objective quality evidence regarding materials supplied hereunder in accordance with the requirements of specifications provided by. In addition, Supplier shall sample inspect the AQL level set by the Buyer, or the Supplier shall employ other sampling standard level as specified by the Buyer. The Supplier shall use ESD Packaging for Electronic Products.

21. FIRST ARTICLE INSPECTION

All parts must be submitted for first article inspection (“FAI”) unless otherwise noted on the Order. The FAI shall be conducted according to AS9102.

Unless instructed otherwise, Supplier shall perform FAI on one of the Products from the first Production lot.

Supplier shall perform FAI also in case of a major change in the manufacturing resources and fixtures, relocation of Supplier’s production line or if production was halted for more than 24 months.

Supplier shall conduct the FAI based on the Buyer’s documents, unless instructed otherwise by the Buyer.

22. MATERIAL CERTIFICATION

A Certificate of Compliance must be submitted by the Supplier to the Buyer (unless otherwise specified in this Purchase Order), certifying the material content of the purchased Products. Such certification will apply to material content, such as steel, brass, copper, plastic, plating material, etc.

23. DEFECTIVE WORK

If any Products or services are found to be defective in material or workmanship, or not in conformity with all Order requirements, the Buyer shall have the right, at its sole discretion, to: (a) reject said Deliverables; or (b) require correction of Deliverables by returning them to the Supplier at the Supplier’s risk and expense, including all transportation expenses; or (c) accept the Deliverables with a necessary price adjustment; or (d) return defective materials for a credit or refund. Products returned for correction must be replaced or corrected at the Supplier’s expense, within thirty (30) days after receipt of the rejected item. If Supplier does not meet this requirement, Buyer shall have the right, at its sole discretion, to: (a) replace or correct such materials at Supplier’s expense; or (b) without further notice and without penalty, cancel the applicable Purchase Order; or (c) require refund of any payments made. All the above without derogating from any other and/or additional remedies the Buyer is or may be entitled to under the Order and/or purchase agreement and/or the law.

24. PROCESS CERTIFICATION

A Certificate of Compliance must be submitted by the Supplier to the Buyer (unless otherwise specified in this Purchase Order), verifying the proper application of such processes as plating thickness, chemical content and analysis, etc.

1. Make/manufactured Items:
2. Produce according to attached DWG & Spec.
3. Please Provide with shipment COC & COT including: (BY) MEDIMOR LTD P/N & Rev., Mnf. P/N, lot No. and PO No.
4. Buy/shelf items:
5. Please provide COC/ COA – must include: Mnf. P/N , lot No. and PO No.
6. Shelf-life items – Please provide COC/ COA -must include: Mnf date & expiry date – please note Items shall be accepted by (BY) MEDIMOR LTD if at least 33% of their shelf life is still valid on receipt day.
7. Electronic components and PCBs:
8. Please provide COC
9. In PCBA assembly orders, compliance with IPC610-CLASS 3 standards is required (if required in the order)

• Date code for passive SMT components and TH components shall not exceed 24 months

1. Date code for active SMT components shall not exceed 18 months.
2. Date code for PCB shall not exceed 4 months.

25. OBJECTIVE QUALITY EVIDENCE

The Supplier agrees to maintain objective quality evidence, such as process control charts, etc., for materials supplied hereunder in accordance with the requirements of specifications provided by the Buyer. The Supplier shall supply this evidence to the Buyer upon request.

26. PROPRIETARY RIGHTS, RIGHTS IN DATA AND CONFIDENTIALITY

1. Where performance under this Order includes experimental, developmental, or research effort or non-recurring items including tooling, and such work is paid for in whole or in part by Buyer, the Supplier agrees to disclose to Buyer all confidential processes, know-how, trade secrets and any invention, discovery, proprietary information and any tooling resulting All patents, copyright, trade secrets, trademarks or other intellectual property resulting therefrom shall be the sole property of the Buyer and at Buyer’s request, the Supplier shall assign to Buyer each invention and proprietary right resulting therefrom, including without limitation any patent or patent application, without additional charge. The Supplier shall provide support for Buyer’s prosecution of such patent application. Buyer shall have the full right to use such property in any manner without any claim on the part of the Seller and without any duty to account to the Seller for such use.
2. In the event the Order includes supply of Deliverables that require a license by the Supplier and/or by the manufacturer and/or by any third party for the usage of the Deliverables and/or the transfer of the Deliverables to any third party, either as an independent unit or combined with other items, either hardware or software, the Supplier hereby declares that it irrevocably grants such license to the Buyer without restriction, notwithstanding any standard license which may accompany the Deliverables, unless the Buyer explicitly agrees to such standard term.
3. The Supplier agrees that all information disclosed by Buyer to the Supplier, including without limitation information contained in drawings, specifications, or other documents, software or other items, which are submitted by Buyer to the Supplier under or pursuant to this Order, is proprietary to Buyer (hereinafter the “Proprietary Information”), and the Supplier undertakes that unless the Buyer otherwise approves in writing, the Proprietary Information shall not be utilized in whole or in part by Seller, except for the fulfilment of this Proprietary Information shall not include information which the Supplier can prove by evidence in writing to be in the public domain, other than through the fault or negligence of the Supplier, or which is known to the Supplier at the time of its disclosure without obligation of confidence, or is rightfully obtained without restriction by the Supplier from a third party. The Supplier shall not disclose the Proprietary Information to any third party, and shall take all reasonable precautions to prevent the disclosure of the
4. Proprietary Information to third parties. Receipt by the Supplier hereunder of Buyer’s Proprietary Information shall not be deemed as a grant of any right or license to Seller with respect to such information. The provisions of this section ‎26 shall survive the completion or termination of this Order and continue to be in full force and effect for a period of ten (10) years thereafter. Upon the completion and/or termination of this Order, the Supplier shall immediately return to Buyer the Proprietary Information and all copies thereof, or pursuant to Buyer’s request, destroying such Proprietary Information, and provide Buyer a written certificate of destruction.
5. Any information which is proprietary the Supplier and which is disclosed in the products or documents furnished to Buyer hereunder shall redeemed to have been disclosed as a part of the consideration for this Order and Buyer shall have full right to its use as Buyer so
6. The Supplier shall comply with all applicable security procedures and regulations, and access to any Proprietary Information which may contain classified information shall be restricted
7. Any advertising of this Order or any news release relating thereto or otherwise relating to Buyer (including the Deliverables supplied hereunder and pictures, descriptions or samples thereof) by the Supplier is prohibited, except with Buyer’s prior written

27. STOP WORK ORDER

1. Buyer may, from time to time by written order, suspend all or part of the work to be performed under the Order for an accumulated period not to exceed one hundred and twenty (120) days (the “Stop Work Order”). The Supplier shall take all reasonable steps to minimize the recurring of costs allocable to the work covered by the Stop Work Order. Within such period of any stop work, Buyer shall: (i) cancel the Stop Work Order; (ii) terminate the Order for convenience in accordance with section ‎18(b); (iii) terminate the Order for cause in accordance with the below section ‎18(a) if grounds for default exist; or (iv) extend the Stop Work Order period.
2. The Supplier shall resume work whenever a Stop Work Order is cancelled. Buyer and Supplier shall negotiate an equitable adjustment in the price or schedule or both if: (i) the Order is not terminated; (ii) the Stop Work Order results in a change in Supplier’s cost of performance or ability to meet the Order delivery schedule; and (iii) Seller submits a claim for adjustment within fifteen (15) days after the Stop Work Order is cancelled.

28. LABOR DISPUTES

The Supplier agrees that whenever an actual or potential labor dispute delays or threatens to delay the timely performance of this Purchase Order, the Supplier will immediately give notice thereof to Buyer.

29. RENEGOTIATION

This Order shall be subject to any act of government providing for its renegotiation and shall be deemed to contain all of the provisions required for any such act.

30. TITLE AND RISK OF LOSS

Unless otherwise agreed in the relevant Order, title and risk of loss shall pass to the Buyer at the DAP point specified. However, the risk of loss shall remain with the Supplier as to goods which are not accepted by Buyer, or which are rejected by Buyer. Unless otherwise specified, all shipments shall be DAP destination.

31. OVERSHIPMENT

Subject to inspection and acceptance, the Buyer will be liable for payment only for quantities ordered and delivered. Over-shipments shall be held at the Supplier’s risk and expense, for a reasonable time, awaiting shipping instructions. Shipping charges for returns shall be at the Supplier’s expense.

32. COUNTERFEIT MATERIAL PREVENTION

1. The Supplier represents and warrants is an authorized manufacturer or distributor of the supplied item. The Supplier further represents and warrants, by acceptance of the Order, and certifies with each shipment of Deliverables that only new and authentic materials will be used and they contain no counterfeit Material. Supplier shall only purchase authentic materials/components directly from the Original Products Manufacturer (“OEM”) or the Original Component Manufacturer (“OCM”) or through the OEM’S/OCM’S authorized or franchised distribution chain. Supplier further represents and warrants that it has (or will have) and will make available to Buyer, at Buyer’s request, all acquisition/procurement documentation from the OEM/OCM or their authorized or franchised distribution chain that authenticates traceability of each part, component, module or assembly of Supplier’s products or goods back to the applicable OEM/OCM.
2. For purposes of this paragraph, “Counterfeit Material” shall mean a part, component, module, or assembly or other supplies whose origin, material, source of manufacture, performance, or characteristics are misrepresented. The term “Counterfeit Material” includes but is not limited to: (a) parts that have been (re)marked to disguise them or falsely represent the identity of the manufacturer; (b) defective parts and/or surplus material scrapped by the original manufacturer; or (c) previously used Material pulled, repaired or otherwise reclaimed and provided as “new”.
3. Supplier will establish and maintain a Counterfeit Material prevention and control plan, using as guideline aerospace standards SAE AS5553 and AS6174. The purpose of the plan shall be to prevent the delivery of Counterfeit Material and control of Material identified as counterfeit.
4. If Counterfeit Materials are furnished under this Order, Buyer shall have the right to act in accordance with AS6174 and AS5553 including, impounding and rendering physically unusable the Material. Supplier shall be liable for all costs related to the Material impounding, rendering physically unusable, removal and replacement. Buyer reserves the right to withhold payments for said Material. Buyer also reserves the right to report and to turn over such Counterfeit Material to the relevant authorities.
5. Supplier shall include the terms of this article in its subcontracts to the extent relevant.
6. In case the Supplier, or any of its subcontractors, cannot purchase electronic parts directly from the OEM’s/OCM’s or through the OEM’s/OCM’s authorized or franchised distribution chain, the parts shall be inspected for authenticity in an AS6081/ AS6171/ ISO 17025 certified lab, for each date code/lot code in accordance with standard AS6081 Level A (detailing the tests and the sample size), in addition to scrape test and solderability test: 3 units per date code/lot code. In case of an electronic passive part, the lab shall perform an electrical test (in case it is applicable for the inspected part number). The lab shall have membership for both GIDEP and ERAI organizations. The lab shall check for each inspected part number, whether there were GIDEP or ERAI alerts and indicate it in the report.
7. If it is not possible to purchase a component from a certified source, the component’s authenticity and integrity must be verified in accordance with the AS5553/AS6174 standard, subject to the order’s approval.
8. The Supplier must maintain a method that will ensure traceability of the supply chain of the items/components supplied from the manufacturer of the component to the ordering site.
9. The Supplier must keep all documents proving the traceability of the purchase. Purchase traceability will include details of those involved in the supply chain, from the original component manufacturer to the direct source from which the item was purchased.
10. The Supplier must attach to each shipment the original Certificate of Conformity to Order (COC) issued by the product manufacturer or an authorized supplier/distributor.
11. The Supplier must attach COT / COA inspection reports to each shipment if applicable.

 

33. CYBER SECURITY INCIDENT REPORTING

It is Buyer’s customers’ and Buyer’s expectation that Buyer will be notified if any information provided by Buyer or generated in support of business with Buyer is impacted as a result of a cybersecurity incident. Therefore:

1. Supplier must notify Buyer within 72 hours if any Buyer’s or customer’s information provided as part of, or generated in support of, Contract performance is “Compromised.”
2. “Compromised” is defined as unauthorized access, inadvertent disclosure, known misuse, loss, destruction or alteration of information provided by the Buyer, other than as what was outlined in the agreed to scope of work.
3. Supplier must take appropriate and immediate actions to investigate and contain the incident and any associated risks.
4. Supplier should also provide reasonable cooperation to Buyer in conducting any investigation regarding the nature and scope of the incident.
5. Costs incurred in investigating or remedying incidents are the responsibility of the Supplier.

34. WAIVER

Waiver of a breach of any provision of this Order shall not constitute waiver of full compliance with such provision, nor shall it be construed as a waiver of any other breach.

35. INDEPENDENT CONTRACTOR

The parties hereto hereby acknowledge and agree that the Supplier and any of its sub-contractors is an independent contractor in the performance of each and every part of the Purchase Orders and purchase agreements related thereto and nothing herein shall be construed in a manner that would be inconsistent with the Supplier’s independent contractor status. Nothing contained in any Purchase Order or any agreement related thereto, and no actions taken pursuant to any of them shall be construed to create the relationship of principal and agent, partnership or joint venture between the parties hereto. Supplier will comply (and shall verify that any sub-contractor so complies) with any labor law regulation applicable to Supplier or to the engagement of its employees for rendering the Services to the Buyer. Moreover the Supplier declares and undertakes that the persons performing the services on behalf of the Supplier are not agents or employees of the Buyer; that the Supplier has and hereby retains, except as set forth herein, the right to exercise full control with respect to the means of its performance hereunder and full control over the employment, direction, compensation and discharge of all employees, agents and subcontractors assisting in such performance; that Supplier shall be solely responsible for all matters relating to payment of such employees, including compliance with worker’s compensation, unemployment and disability insurance, social security withholding, and all such matters; and that Supplier shall be responsible for the acts of the Supplier and the acts of all agents, employees and contractors employed by the Supplier during the Supplier’s performance under the Order.  

36. COMPLIANCE WITH LAW GENERALLY

The Supplier represents and warrants that it complies and will continue to comply, in all material respects, with all laws applicable for the operation of its business and the performance of its obligations under the Order.

 

Without derogating from the generality of the above, the Supplier also declares and undertakes:

 

1. It shall at all times perform any work required under Order safely and in a manner which shall present no threat of bodily injury or property damage and shall enforce compliance with customary industry standards of safety and accident prevention found in applicable Laws and industry codes or standards of conduct.

 

1. It shall take all actions reasonably necessary to ensure that all facilities, equipment and practices used in the performance of any Order will be in compliance with local laws, statutes, ordinances, regulations, rules and pronouncements, including without limitation those related to health and safety, equal employment opportunity, anti-bribery and anti-corruption, and data privacy and protection.

 

1. Supplier understands that it complies with the provisions of the Foreign Corrupt Practices Act of 1977 (“FCPA”) and any other applicable comparable laws or regulations. In all undertakings Supplier will not offer to and/or will make no payments of money, or anything of value, nor will such be offered or promised, directly or indirectly, to any foreign officials, political parties, party officials, candidates for public or political party office, or Buyer personnel, to influence the acts of such persons in their official capacity, or to induce them to use their influence to obtain or retain business or gain an improper advantage in connection with any business venture or contract in which the Supplier is a participant. Supplier commits and represents to maintain accurate and timely records for all transactions related to this Order and any Orders with the Buyer.
2. It acknowledges that the Buyer conducts its business ethically and the Supplier agrees that it shall conduct its operations in a manner consistent with Buyer’s Code of Conduct, including with respect to Buyer’s and its customers position on human rights and conflict minerals.
3. It acknowledges Buyer’s policy is to use “conflict-free” minerals in its products. As part of its conflict minerals compliance policy, Buyer requires that suppliers of raw materials or products shall provide any information requested by Buyer (in sufficient detail), with written certifications thereof, to enable Buyer to timely comply with all of Buyer’s and Buyer’s customer’s due diligence, disclosure and audit requirements under article 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Rule 13p-1 and Form SD under the Securities Exchange Act of 1934, and all similar, applicable statutes and regulations, including due inquiry of the Supplier’s supply chain (and certifications by such suppliers) identifying conflict minerals (as defined in article 1502(e)(4) of the Dodd-Frank Act) contained in each product and the country of origin of such conflict minerals (or, following due inquiry, why such country of origin cannot be determined).

37. DISPUTES

All disputes between the parties hereto which cannot be settled by agreement between the parties shall be finally settled by litigation in the courts of Israel in Haifa or Tel-Aviv at Buyer’s discretion, exclusively, to whose jurisdiction the parties hereby consent.

38. GOVERNING LAW

This Order shall be interpreted and governed in all respects solely according to the laws of the State of Israel.

39. MISCELLANEOUS

1. Failure of Buyer to enforce its rights under this Order shall not constitute a waiver of such rights or of any other rights under this Order or otherwise. Buyer’s rights and remedies specified herein shall be cumulative and in addition to any other rights and remedies available in law or equity.
2. The invalidity, in whole or in part, of any provision hereof shall not invalidate or otherwise affect the validity of any other provision.
3. The Supplier represents and warrants that this Order shall be performed by it as an independent contractor and that no employer-employee relationship shall exist in connection therewith.
4. The Supplier shall include these Order terms and conditions, to the extent relevant, in its subcontracts.
5. Unless otherwise agreed to in the Order, all documentation, labels, drawings, letters and communications of any kind will be presented in the English language.
6. Buyer shall be entitled to the right to set-off against any amounts payable under this Order.

40. OFFSET

Buyer shall be entitled to all offset credits resulting out of this Order. Seller shall support Buyer by providing documentation and information, as requested by Buyer or the relevant authorities, to support and approve claims for offset credits for the Buyer.

41. SURVIVAL

Notwithstanding any termination, any provision set forth in this Order remaining to be performed in whole or in part, capable of taking effect following termination, or which by its nature is contemplated to survive the termination of this Order, shall survive and continue in full force and effect despite termination.