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Terms & Conditions
לומיטרון ציוד למעבדות
Terms & Conditions
Terms & Conditions
Comtal Technologies & Engineering LTD.
GENERAL TERMS AND CONDITIONS OF SALE
1. Definitions and Interpretations -
1.1. In these General Terms and Conditions of Sale, the following terms will have the
meanings given them below, unless the context requires otherwise:
1.1.1. "Business Day" means any day other than Saturday and Sunday or public
holidays at the country of location of the Buyer / country of delivery of the
1.1.2. "Buyer" means the person or entity, as the case may be, who accepts a
quotation or offer of the Seller (as defined below) for the sale of Goods and/or
provision of Services or whose order for the Goods and/or Services is accepted
by the Seller.
1.1.3. "Goods" means the goods and relevant documentation thereof which the
Seller may supply in accordance with these General Terms and Conditions of
Sale, whether such goods are new, refurbished, repaired or used, including but
not limited to, products or parts which are the subject of any Services Seller
may supply to Buyer in accordance with these General Terms and Conditions
1.1.4. "Incoterms" means the international rules for the interpretation of trade terms
of the International Chamber of Commerce. Unless the context otherwise
requires, any term of expression which is defined by the provisions of
Incoterms shall have the same meaning in these General Terms and
Conditions of Sale, however in the event of conflict between the provisions of
Incoterms and the terms of these General Terms and Conditions of Sale, the
latter shall prevail.
1.1.5. "Manufacturer" – with respect to new Goods - means the original manufacturer
of the Goods, and with respect to repaired or refurbished Goods - means the
shop (repair station) in which such Goods were repaired or refurbished, as the
case may be. For the avoidance of doubts, it being clear that Goods also
include products or parts with respect to which Seller may provide Services
1.1.6. "Seller" means Comtal Technologies & Engineering LTD its affiliates or anyone
on its behalf including distributors , subcontractors and its subsidiaries:
Comtal Technologies and Engineering LTD
Hortal Machinery LTD
M.T.T Machines LTD
Ambar Forum LTD
Humphry Automation Inc.
Abiry Technologies Ltd
1.1.7. "Services" – means services which the Seller may provide in accordance these
General Terms and Conditions of Sale, in respect of a specific product or part,
whether such product or part was originally supplied by Seller or not, including
but not limited to, repair, overhaul and/or warranty services.
1.2. The headings in these General Terms and Conditions of Sale are for convenience only
and shall not affect their Interpretation. 2
2. Applicability – These General Terms and Conditions of Sale shall be deemed part of any
contract or order for the supply of Goods and/or Services between Seller and Buyer. The
deliveries, performance, proposals and offers made by the Seller are subject to these General
Terms and Conditions of Sale. These General Terms and Conditions of Sale will also apply to any
subsequent orders in the case of ongoing business relations, even if they are not explicitly agreed
upon again. Neither buyer's conditions of purchase, its purchase order terms, nor any of Buyer’s
other terms or conditions shall apply unless specifically agreed to by Seller in advance and in
writing. Deviations from these General Terms and Conditions of Sale shall apply only upon and to
the extent of any explicit, written agreement by the Seller. The terms herein shall in all events
supersede and control the sale of Goods and/or the provision of Services by Seller.
Orders and Specifications -
2.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and
until confirmed in writing by an authorized representative of the Seller.
2.2The specifications for the Goods and/or scope of Services to be provided shall be those
set out in the Seller's written acceptance or confirmation of the order.
2.3 Illustrations, photographs or descriptions whether in catalogues, brochure, offers or other
documents issued by the Seller are intended as a guide only and the contents shall not be
binding on the Seller
3. Pricing and Delivery –
3.1 The price quoted in a specific quote issued to the Buyer shall be valid for 30 days only or
such other time as the Seller may specify in writing.
3.2 Prices appearing on this web site or any other Seller web site shall not obligate Seller
and/or any service provider and/or Manufacturer and are for information purposes only.
3.3 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to
increase the price of the Goods and/or Services to reflect any increase in the costs of the
Seller which is due to any factor which is beyond the control of the Seller (such as, without
limitation, any foreign exchange fluctuation, currency regulation or alteration of duties, any
change in delivery dates, quantities or specifications for the Goods and/or Services which is
requested by Buyer, or any delay caused by instructions of the Buyer).
3.4 Unless otherwise stated, prices include the cost of standard packaging.
3.5 Delivery is considered to be EX WORKS Seller in accordance with Incoterms 2000 unless
stated otherwise in any Seller proposal.
3.6 The price of the Goods and/or the Services is exclusive of any applicable Value Added
Tax, sales or taxes of a similar nature which are imposed or charged by any competent fiscal
authority is respect of the Goods and/or the Services, as well as of any shipping charges,
duties, imposts or other charges which the Buyer shall be solely liable to pay. If Seller has
paid any charge on behalf of the Buyer, the Buyer shall reimburse the Seller within no later
than 10 Business Days from Seller's request.
3.7 Unless otherwise stated, delivery will take place at the warehouse of the Seller at the time
Goods are released to the transport company specified by Buyer. If the Buyer fails to take
delivery of the Goods or any part thereof on the specified date and/or fails to provide
instructions, documents, licenses, consents or authorizations required to enable the Goods to
be delivered on that date, the Seller shall be entitled to store or arrange for the storage of the
Goods and then delivery shall be deemed to have taken place and the Buyer shall pay the
Seller all costs and expenses, including but not limited to, storage charges, incurred by the
Seller or arising out of such failure. The Seller shall not be liable for any costs and/or
expenses incurred for whatever reason after delivery of the Goods is deemed to have taken
4. Title and Risk –
4.1 Seller will retain ownership of Goods and/or Services sold until Seller has received
payment in full therefore from Buyer, including payment of any applicable interest as well as
costs and expenses incurred by the Seller for which the Buyer is liable pursuant to the
provisions of the General Terms and Conditions of Sale. 3
4.2 The Buyer shall undertake all necessary measures to safeguard the retention of title. The
Buyer shall not mortgage and/or offer the Goods as collateral to third parties or convey their
property as a security prior to payment in full.
4.3 Buyer also grants a purchase money security interest in the Goods and/or Services to
Seller and Seller may execute and file financing statement(s) to record its security interest.
4.4 Risk of loss or damage to the Goods shall pass from Seller to Buyer upon delivery of the
Goods to the transport company or deemed delivery, as the case may be, in accordance with
Art. 4.2 above.
4.5 The Buyer shall be entitled, subject to the provisions of these General Terms and
Conditions of Sale, including but not limited to, Section 11 below, to resell the Goods in the
ordinary course of its business. In the event of the Buyer reselling the Goods prior to making
full payment to Seller, Buyer's claims arising from or in connection with such resale of Goods,
subject to retention of title, shall be deemed assigned to the Seller to the extent
corresponding to the invoiced price for the Goods. Such claims shall serve as a security to
the same extent as the Goods subject to retention of title. It is hereby clarified that the Buyer
shall be entitled and authorized to resell the Goods, only if it is warranted that the claims
arising there from and inuring to its benefit pass to Seller.
5. Delivery times –
Delivery times indicated are approximate unless specifically agreed to in writing by Seller. Seller
shall not be responsible for consequences of delays in delivery, including lack of notification
6. Payment –
6.1 Subject to any special terms agreed in writing between the Buyer and the Seller, the
Seller shall invoice the Buyer for the net sum due on or at any time after delivery of the Goods
and/or Services as provided in section 4.6 above.
6.2 All payments shall be made to the Seller in the currency of the price stated in the invoice
(according to the currency stated in the order acceptance/confirmation), without offset or
deduction, within 14 days after date of invoice or as otherwise agreed to in writing at the time
of order acceptance/confirmation.
6.3 After expiry of the agreed upon payment terms, interest is due based on the US Prime
Rate as published in the Wall Street Journal, increased by 5%, without derogating from any
other rights and remedies of Seller. Costs associated with the establishment of a Letter of
Credit, including any bank charges shall be on the account of the Buyer and may not be
deducted from the invoiced amount. Buyer agrees to pay all costs of collection, including
reasonable attorneys’ fees, if amounts owing to Seller are collected by or through an attorney
6.4 The Seller in not obliged to accept order from any customer or buyer who has not
supplied the Seller with references satisfactory to the Seller. If at any time the Seller is not
satisfied as to the creditworthiness of the Buyer, it may give notice in writing to the Buyer that
no further credit will be allowed to the Buyer, in which case the Buyer shall be required to give
security deposits in respect of the Goods and/or Services already shipped and/or provided, as
the case may be, and no further Goods and/or Services will be delivered to the Buyer other
than against cash payments and notwithstanding any payment terms contained in the order
acceptance/confirmation, all amounts owing by the Buyer to the Seller shall be immediately
payable in cash.
6.5 Time is of the essence as to payment obligations of Buyer.
7. Acceptance - Complaints, claims and losses regarding the Goods and/or Services or short-
shipments are to be made within 10 Business Days after receipt of the Goods and/or provision of
the Services, as the case may be. After this period, Goods and/or Services are considered
accepted by the Buyer. Replacement, repair or reimbursement is subject to prior written consent
8. Cancellation - A purchase order placed by Buyer and confirmed by Seller cannot be cancelled by
Buyer without Seller’s written consent. Buyer is fully liable and shall indemnify the Seller for any 4
applicable cancellation charges, including but not limited to, restocking fee, not to exceed the full
sales price of the Goods and/or parts and/or Services ordered and in any event shall not be less
than 50% from total purchase order.
Without derogating from the above, in no case may Goods be returned without Seller's prior
written permission. All such approved returns must be shipped with transportation charges
9. Limited Warranty –
Buyer assumes full responsibility for selection of the Goods and/or Services, their application and
use and results there from. The Goods and/or Services are sold AS-IS, without any undertaking
or warranty of any kind of Seller. Goods are warranted only in accordance with the limited
warranty of the Manufacturer of the Goods supplied and/or repair station, as the case may be, if
any. Buyer acknowledges that the Seller is passing through to Buyer only the Manufacturer’s
warranty for the Goods, if any, and that Buyer shall look solely to the Manufacturer of the Goods
for all warranty claims, defects and the like. Buyer hereby waives, releases and renounces all
other warranties, obligations and liabilities of Seller and acknowledges that the SELLER MAKES
NO WARRANTY EITHER EXPRESS OR IMPLIED AND MAKES NO WARRANTIES OF
MERCHANTABILITY, RELIABILITY OR ACCURACY OR NON-BREACH OF INTELLECTUAL
PROPERTY RIGHTS OR ANY WARRANTY OF FITNESS FOR PARTICULAR PURPOSE.
10. Liability and Indemnity –
10.1 In no event shall Seller be liable for, nor shall Buyer and/or any one on its behalf,
recover any indirect, special, incidental or consequential losses, liabilities, expenses or
damages, including but not limited to, loss of profit or revenues arising out of or in connection
with the Goods and/or Services including the use thereof.
10.2 Notwithstanding anything to the contrary in the aforesaid, Buyer assumes all risk and
liability whatsoever for any and all losses and/or liabilities and/or injuries (including death)
and/or damages of any kind whatsoever to any person or property or otherwise resulting
from or arising in connection with any regulatory violation, Buyer's possession, use,
handling, storage, transportation and/or sale of the Goods, whether used alone or in
conjunction with other products, or incorporated in an aircraft and/or that arise out of an
aircraft accident, incident, or mishap occurring anywhere for whatever cause or reason, and
Buyer shall indemnify, hold harmless and defend Seller and/or its officers and/or directors
and/or agents and/or employees and/or assigns and/or affiliates (collectively, "Seller's
Indemnities"), harmless from and against any and all claims, losses, suits, liabilities, costs,
expenses, damages, fines, penalties, governmental regulatory enforcement actions, and
other amounts (including attorney’s fees and expenses) arising out of or in connection with
any of the foregoing.
10.3 Seller’s sole and exclusive maximum liability for direct damages, whether based in
contract, tort, or otherwise, shall not in any event exceed the purchase price actually paid by
Buyer for the particular Goods and/or Services at issue.
10.4 It is hereby clarified that in the event of resale by the Buyer of any of the Goods to any
third party, Buyer will make, in connection with any such resale, only those warranties and/or
representations contained herein. Without derogating from the aforesaid, it is hereby clarified
that the Seller shall have no liability whatsoever and Buyer shall be solely liable for any such
third party and will indemnify, defend and hold Seller and Seller's Indemnities harmless from
and against any claims, causes of action and judgments which arise out of or in connection
with the resale of the Goods, including but not limited to, from any representations,
warranties or agreement made or entered into by the Buyer other than those specifically
contained herein. For the avoidance of doubts, it being clear that, the Seller's liability shall
not, in any event, exceed Seller's liability towards the Buyer pursuant to these General
Terms and Conditions of Sale.
11. Insurance - Buyer shall procure and maintain such aircraft liability, aircraft hull, and
comprehensive general liability insurance policies that Buyer may carry on its own business,
and/or any aircraft owned, leased, chartered, maintained or managed by Buyer, naming Seller
and Seller's Indemnities as additional insured or waiving subrogation rights against Seller and
Seller's Indemnities. The failure or refusal of Buyer to adhere to the terms and conditions of this
Article 12 in no way relieves the Buyer from its duties under these General Terms and Conditions
of Sale and/or at any applicable law to hold harmless, indemnify, and defend the Seller and/or
and Seller's Indemnities from all alleged liabilities arising out of an aircraft accident, incident or
mishap as described elsewhere in these General Terms and Conditions of Sale.
12. Force Majeure - The Seller shall not be liable to the Buyer and/or any one on its behalf or be
deemed to be in breach of contract by reason of any delay in delivery or in performing, or any
failure to perform any of the Seller's obligations in relation to the Goods and/or Services, if the
delay or failure was due to any cause beyond the reasonable control of the Seller. Without
derogating from the generality of the foregoing, the following shall be regarded as causes beyond
the Seller's reasonable control: natural disasters, acts of war and terrorism, acts of governmental
authorities or courts, any delays caused by variations or amendments to any authorization
required in order to place the Goods in the territory in which the Buyer is to import, use or sell the
Goods, strikes, lock-outs or other industrial actions or trade disputes (whether involving
employees of the Seller or a third party).
13. Confidentiality - All pictures, samples, documents and/or pricing submitted to Buyer and/or
anyone on its behalf in any form whatsoever, including hardcopy or electronic medium, in
connection with quotations or orders, will remain property of the Seller. Under no circumstances is
it allowed to show, hand, copy or submit such information to third parties without express prior
written consent by Seller.
Our Commitment to Privacy
Welcome to our website ("the Website"). Protecting your privacy and the personal information you
provide us is a top priority for us. For this reason, we do not sell, rent, transfer, assign or provide
access to your personal information to third parties for their marketing purposes without your
explicit consent. We want our users to fully understand what information we collect, how we use
this information, and the steps we take to protect your personal information. Please read this
What Information is collected?
We collect personal information and non-personal information through the Website. Personal
information is information that identifies you as an individual. Non-personal information is
aggregated information, IP addresses and any other information that does not reveal your
We may collect the following types of personal information:
Information provided by you when registering to the Website.
Information provided by you when submitting User content to the Interactive areas (both terms
Information you provide us through customer service correspondence and/or general feedback.
The personal information will be stored in a registered database owned by Conlog Ltd., and in
which Comtal Technologies and Engineering Ltd and its subsidiaries mentioned above are
holding. Database name is "customers and contacts database" and its number is 700060789.
The personal information is required in order to maintain contact with the customer, marketing
and sales activities, various mailings delivery, collection actions, etc. 6
It is possible, at any time, to request the deletion of the personal information from the database
by writing to us at: firstname.lastname@example.org.
When you visit the Website, we may collect non-personal information, such as a catalog of the
Website pages you visit. Non-personal information is generally collected through the Website
from the following sources: website analysis software, environmental variables, and other similar
technologies and information that you voluntarily provide.
Information That You Voluntarily Provided:
We also collect non-personal information (e.g., your geographic location, etc.) when you
voluntarily provide such information to us. When such information is not combined with any
personal information, such information is considered to be non-personal information, as it does
not personally identify you or any other user. Additionally, we may aggregate personal
information in a manner such that the end-product does not personally identify you or any other
user of the Website. Such aggregate information is considered non-personal information for
purposes of this Policy.
How and when the personal information is used?
We may use personal information we collect in the following ways:
Fulfillment of requests. We may use personal information collected about you to provide you with
services or information that you request.
Administrative communications. From time to time we may use personal information to send to
you important information regarding the Website, or changes to our terms, conditions, and
Other types of correspondence: From time to time we may use your personal information to
inform you of products, programs, services and promotions that we believe may be of interest to
you and / or to send you our newsletter. Commercial information and / or newsletters will be
delivered to you unless you let us know in writing that you do not wish to receive such
Internal Business Purposes. We may also use personal information for our internal business
purposes, such as data analysis and audits.
The Use of Non-Personal Information
Because non-personal information does not personally identify you, we may use such information
for any purpose. In addition, we reserve the right to disclose such non personal information to
other third parties, for any purpose.
We cooperate with law enforcement authorities, as well as with other third parties, to enforce
laws, intellectual property rights, and to prevent fraud. In response to a verified request by law
enforcement or other government officials relating to a criminal investigation or alleged illegal
activity, we can, and you authorize us to, disclose your information.
How We Protect Your Information
The privacy and protection of your information is important to us. We will use commercially
reasonable efforts to protect your information, continue to assess new technology for protecting
information, and when appropriate, upgrade our information security systems. Subject to the
parties without your permission. Please note, however, that no transmission over the Internet or
telephone can be fully guaranteed in its confidentiality and non-disclosure, and as such you
transmit at your own risk.
By using our website, you consent to the collection and use of your personal information as
Website. Any such changes will be effective 30 days from the time such new policies are posted,
unless otherwise stated in the change.
15. Changes - Any change to these General Terms and Conditions of Sale must be in writing and
issued/published by Seller. Buyer should consult Seller's web site prior to submitting any order to
check if these General Terms and Conditions of Sale have been modified or updated.
16. General -
16.1. When placing an order, Buyer must advise the Seller in writing of any special, legal,
administrative or regulatory requirements applying in the territory in which the Buyer is to
import, use or sell the Goods as to composition, labeling and/or sale of the Goods and the
Buyer must advise the Seller immediately of any change made in such requirements.
16.2. Buyer shall be deemed to have accepted these General Terms and Conditions of Sale. In
any event, Buyer's acceptance of delivery of the Goods or any part thereof shall be deemed
to constitute Buyer's consent to these General Terms and Condition of Sale and Buyer's
waiver of all terms and conditioned proposed by Buyer in writing or otherwise or that are
different from or additional to those set forth in these General Terms and Conditions of Sale.
16.3. The Buyer shall be responsible for complying with any legislation or regulations governing
the importation of the Goods into the country of destination and for payment of any duties
16.4. No claims for money due or which become due to Seller and/or any of its affiliates from
Buyer and/or anyone acting on its behalf and/or its affiliates, shall be subject to deduction or
setoff by Buyer by reason of any counterclaim arising out of or in connection with the
transaction hereunder or any other transaction with Seller and/or any of its affiliates. Buyer
shall have no right to withhold any amounts due to Seller for any reason whatsoever, except
with the prior written consent of the Seller.
16.5. The Seller may assign these General Terms and Conditions of Sale and it rights and
obligations hereunder whether in whole or in part and reserves the right to subcontract its
obligations under these General Terms and Conditions of Sale or any part thereof.
These General Terms and Conditions of Sale is personal to Buyer, who shall not, without the
prior written consent of the Seller assign, mortgage, charge or dispose of its rights
hereunder, or subcontract any of its obligations hereunder.
16.6. If any part of any provision of these General Terms and Conditions of Sale shall be held by
any competent authority to be invalid or unenforceable in whole or in part, the validity of the
other provisions of these General Terms and Conditions of Sale and the remainder of the
provision in question shall not be affected and remain in full force and effect.
17. Applicable Law and Jurisdiction
17.1. These General Terms and Conditions of Sale shall be governed by, and construed in
accordance with the laws of the State of Israel, without giving the effect to any conflict of
laws rule that may require the application of the laws of another jurisdiction. The United
Nations Convention on Contracts for the International Sale of Goods shall not apply to
these General Terms and Conditions of Sale or to any Goods and/or Services supplied by
17.2. Any and all matters and disputes arising under or in connection with these General Terms
and Conditions of Sale and/or the Goods and/or the Services shall be subject to the
exclusive jurisdiction of the competent courts of Tel-Aviv, Israel. Notwithstanding anything to the contrary in the aforesaid, the Seller reserves the right to initiate proceedings against
the Buyer and/or anyone acting on its behalf in any other court of competent jurisdiction.
E & OE.