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1. ORDERS. No order shall be binding on Avnet unless and until accepted by Avnet in writing in its sole discretion Unless expressly agreed to in writing by Avnet, this Agreement shall govern and supersede any other or additional terms and conditions that may appear on such Orders, and any modification that may appear upon such Orders without Avnet's written approval shall be null and void. Avnet reserves the right to allocate the sale of Products among its customers. Orders for special, custom, value-added Products specifically identified by Avnet as non-standard are non-cancelable and non-returnable ("NCNR"). The Customer may not cancel or reschedule Orders for standard Products without Avnet's prior written consent.
2. PRICES. Customer agrees to pay to Avnet the purchase price for the Products set forth on Order or in Avnet 's quotation or purchase order, as applicable (the "Price"). The Price excludes, and Customer agrees to pay, all delivery charges, customs and related duties and any applicable local, state or federal taxes/ which taxes may appear as a separate item on the invoice to the extent paid by Avnet for Customer, unless Customer provides Avnet with a valid tax exemption certificate. Avnet's quoted prices apply for 14 days or as otherwise stated in its quote (the "Quote"). Avnet may change its prices in accordance with Avnet's changing costs or due to other circumstances beyond Avnet's reasonable control. Prices are in consideration for Products only and do not include taxes, impositions and any other charges, fees, shipping charges and duties that are or may be imposed by any government authority. Customer is responsible for any additional fees and taxes.
3. PAYMENT TERMS. Unless otherwise specified in writing in Avnet's Quote, Customer shall pay Avnet cash in advance of delivery. Avnet may, at its own discretion, grant the Customer with certain credit payment terms (the "Credit Payment Terms") as applicable within a credit line that Avnet may, at its own discretion, grant the Customer. If, in Avnet 's sole judgment, Customer's financial condition at anytime, no longer justifies the sale of Products on credit, Avnet may either require full or partial payment in advance of delivery or decline to deliver Product, except on modified payment terms and conditions satisfactory to Avnet. Customer shall pay Avnet within the Credit Payment Terms following the date of invoice, unless otherwise agreed in writing by Avnet. Invoices not paid when due may be subject to a late change at the lesser of eighteen percent (18%) per annum or the maximum interest rate allowed by law.
4. DELIVERY AND TITLE. Unless otherwise specified in this Agreement or agreed upon in advance and in writing between Avnet and the Customer, Avnet shall deliver all Products to Customer's premises. Customer bears all risks of loss or damage to the Products after delivery. Customer is responsible for all shipping costs and any applicable surcharges. Title and risk of loss pass to Customer upon delivery of the Products to the Customer. Avnet's delivery dates are estimates only and Avnet is not liable for delays in delivery. The approximate delivery dates for the Products are stated on the sales order or quotation. If no such dates are specified, then the approximate delivery date for the Products will reflect Avnet's then-standard lead-time for such Products. Avnet will make commercially reasonable efforts to deliver the Products by such estimated delivery date. Avnet reserves the right to make partial shipments and Customer will accept delivery and pay for the Products delivered. A delayed delivery of any part of an Order does not entitle Customer to cancel other deliveries.
5. ACCEPTANCE OF PRODUCTS AND PRODUCT RETURNS. Customer shall inspect all Products immediately upon receipt. Customer must notify Avnet in writing of any damage, shortage, or other discrepancy to Products within 10 days after delivery. After the 10th day Customer is deemed to have accepted the Products and may not revoke acceptance. Customer cannot return Products without a return materiel authorization ("RMA") number. Returned Products must be in original manufacturer's shipping cartons or equivalent. Customer must return all Products, freight prepaid, as specified in the RMA and pay any restocking charges. At Avnet's discretion, Avnet will return all Products not eligible for return to Customer freight collect, or hold Product for Customers account at Customer's expense.
6. AVNET'S LIMITED WARRANTY. Avnet will transfer to Customer any Product warranties and indemnities authorized by the manufacturer, including any transferable warranties and indemnities for intellectual property infringement. Avnet warrants the Products will conform to the manufacturer's specifications. Value-added work performed by Avnet on Products will conform to Customer's specifications. AVNET MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED. AVNET MAKES NO WARRANTY OF MERCHANTABILITY, FITNESS FOR PURPOSE OR NON-INFRINGEMENT. If Products do not meet manufacturer's specifications or if value-added work by Avnet does not meet Customers specifications, Avnet has the option to (1) repair the Products, (2) replace the Products at no cost to Customer; or (3) refund Customers purchase price. Customer must return Products to Avnet, along with acceptable proof of purchase, within 30 days from date of delivery, freight charges prepaid.
7. LIMITATION OF LIABILITY. AVNET IS NOT LIABLE FOR AND CUSTOMER IS NOT ENTITLED TO ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES; FOR EXAMPLE (BUT NO LIMITED TO), LOSS OF PROFITS OR REVENUE, LOSS OF DATA, LOSS OF USE, REWORK, MANUFACTURING EXPENSE, INJURY TO REPUTATION, OR LOSS OF CUSTOMERS. CUSTOMER'S RECOVERY FROM AVNET FOR ANY DIRECT DAMAGES WILL NOT EXCEED THE PRICE OF THE PRODUCT AT ISSUE. CUSTOMER WILL INDEMNIFY, DEFEND AND HOLD AVNET HARMLESS FROM ANY CLAIMS BASED ON; (i) AVNET'S COMPLIANCE WITH CUSTOMER'S DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS, (ii) MODIFICATION OF ANY PRODUCTS BY ANYONE OTHER THAN AVNET, OR (iii) USE IN COMBINATION WITH OTHER PRODUCTS OR (iv) RESELL TO THIRD PARTY.
8. FORCES BEYOND AVNET'S CONTROL. Avnet is not liable for failure to fulfill its obligations for any accepted Order or for delays in delivery due to causes beyond its reasonable control (for example (but no limited to): acts of God, acts or omissions of the Customer, man-made or natural disasters, epidemic or medical crises, materials shortages, strikes, acts of terrorism, delays in transportation, or inability to obtain labor or materials through its regular sources).
9. USE OF PRODUCTS. Products are not authorized for use in critical safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life, or catastrophic property damage. If Customer uses or sells the Products for use in any such applications, Customer acknowledges that such use or sale is at Customer's sole risk. Customer will indemnify, defend and hold Avnet and the Product manufacturer harmless from and against any and all liabilities and costs arising out of or in connection with such use or sale.
10. EXPORT/IMPORT. Certain Products sold by Avnet and other related technology and documentation are subject to export control laws, regulations and orders of the United States and the export or import control laws and regulations of other countries. Customer will not directly or indirectly export or divert any Products and other related technology and documentation to any third party or country where such export or transmission is restricted or prohibited. Customer agrees it is responsible to obtain any license to export, re-export, or import as may be required.
11. PRODUCT INFORMATION. Product information, including information related to a Product's specifications, export/import control classifications, uses or conformance with legal or other requirements, is obtained by Avnet from its suppliers or other sources. Such information is provided by Avnet on an "AS IS" basis. Avnet makes no representation as to the accuracy or completeness of the Product information, and disclaims all representations, warranties and liabilities under any theory with respect to the Product information, including any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Avnet recommends Customer validate any Product Information before using or acting on such information. All Product information is subject to change without notice. Avnet is not responsible for typographical or other errors or omissions in Product information.
12. GENERAL.
a. This Agreement shall be governed by and construed exclusively in accordance with the laws of the State of Israel. The parties submit to the exclusive jurisdiction of the Tel - Aviv-Jaffa competent courts in any dispute related to this Agreement
b. Customer may not assign this Agreement without the prior written consent of Avnet. Avnet or its affiliates may perform the obligations under this Agreement. This Agreement is binding on successors and assigns.
c. This Agreement can only be modified in writing signed by authorized representatives of both Avnet and Customer.
d. Avnet and Customer are independent contractors and agree that this Agreement does not establish a joint venture or partnership.
e. Statements or advice (technical or otherwise) if given without charge, are an accommodation to Customer and Avnet has no responsibility or liability for the content or use of such statements or advice.
f. Avnet's failure to object to any document, communication, or act of Customer will not be deemed a waiver of any of these terms and conditions.
g. The unenforceability of any of these terms or conditions will not affect the remainder of the terms or conditions.
h. Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and/or user licenses.
i. Customer and Avnet will comply with applicable laws and regulations.
Avnet Components Israel Ltd.
01.07.2008
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