Terms and Conditions


AMS Technologies Int. (2012) Ltd. ("AMS") provides the following Standard Terms and Conditions of Sale ("Terms and Conditions"), which apply to all quotations and sales made by AMS. All purchases by customer, owner, or its agent ("Purchaser") are expressly limited and conditioned upon acceptance of the following Terms and Conditions, and no provision, printed or otherwise, contained in any order, acceptance, confirmation, or acknowledgement which is inconsistent with, different from, or in addition to these Terms and Conditions is accepted by AMS unless specifically agreed to in writing by AMS. Acceptance of Purchaser's order by AMS is subject to verification of Purchaser's creditworthiness.

1. TIME LIMIT. All quotations are valid for a period of sixty (60) days, unless otherwise specified.

2. SHIPMENT. Pricing and shipping terms shall be ex-works the AMS manufacturing facility located at 1 Yehonatan Netanyahu St., Or- Yehuda 6037601, Israel (hereinafter: the "Delivery Point"). If the Purchaser has not issued inspection or shipping instructions by the time the Goods are ready for shipment, AMS may select any reasonable method of shipment, without liability by reason of its selection. Shipments made on Purchaser's behalf shall be insured at the Purchaser's expense. If AMS is required to arrange for shipment of the Goods or any parts thereof, the Purchaser shall reimburse AMS for all freight, insurance and other shipping related costs and Purchaser will pay AMS a handling fee for each such shipment. Shipment of Goods held by reason of Purchaser's request or inability to receive Goods will be at the risk and expense of Purchaser. Claims for shortages in shipment shall be deemed waived unless made in writing to AMS within ten (10) days from date of invoice. Title in the Goods will remain with AMS until payment in full is made therefore.

3. PAYMENT TERMS. Payments will be made in accordance with the specified payment schedule. All payments are in advance, unless otherwise specified. Purchaser's failure to make payment when due will be a material breach of the order and these Terms and Conditions. AMS, at its sole option and without incurring any liability, may suspend its performance until such time as the overdue payment is made or AMS receives assurances, adequate in AMS' sole discretion, that the payment will be promptly made. In the event of such suspension of performance by AMS, there will be an equitable adjustment made to the delivery schedule and order price reflecting the duration and cost resulting from such suspension. Purchaser may only suspend the order upon AMS' written consent. In the event of such Purchaser suspension, the delivery time will be changed, taking into account the suspension, and Purchaser will promptly pay AMS for all costs and related overhead costs resulting from such suspension. AMS will equitably re-price the goods and services if the cumulative suspension exceeds ninety (90) days. If in the sole judgment of AMS, Purchaser's financial position does not justify the terms of payment specified, AMS may require full or partial payment prior to shipment of the goods. Purchaser agrees to furnish AMS with the required credit information. Payments for all export shipments will be in accordance with the specified payment schedule included herein by way of an Irrevocable Letter of Credit, established in favor of AMS, drawn on and confirmed by first class bank that is approved by AMS. The form of the Letter of Credit must be furnished to AMS within 7 days of confirmation by AMS of the Purchaser's order, and the form and substance of the L/C must be approved in advance by AMS. The payment under the Letter of Credit shall be in the amount equal to the amount included in the Purchaser's order, plus all applicable taxes, delivery charges and other charges to be borne by Purchaser upon delivery of the Goods to the Delivery Point. This Letter of Credit is to be established at the time of award of an order. All costs associated with the Letter of Credit will be for the Purchaser's account.

4. TAXES. Federal, state, or local indirect taxes, including but not limited to sales and/or use taxes, VAT taxes, GST taxes, transfer taxes or any similar tax are not included in the prices set forth herein.

The sole and exclusive remedy of the Purchaser for any liability of AMS of any kind, including (a) warranty, express or implied whether contained in the terms and conditions hereof, or in any terms additional or supplemental hereto, (b) contract, (c) negligence, (d) tort, or (e) otherwise, is limited to the repair or replacement, FOB point of manufacture, by AMS of those goods which an examination by AMS reveals to be defective within _Ten__ (10) days of delivery of the Goods at the Delivery Point , or at AMS' option to refund to Purchaser the money paid to AMS for such goods. AMS will have no obligation to remedy defects unless, within _Ten__ (10) days of delivery of the Goods at the Delivery Point, Purchaser gives AMS written notice of its claim and returns the defective goods after receipt of shipping instructions from AMS to return such goods. Purchaser will ship the goods to AMS, freight prepaid, and AMS will return the goods to Purchaser, freight collect. All goods returned for repair or replacements pursuant to this section are to be packaged in accordance with the instructions received by AMS.
In no event shall AMS incur any obligation to repair or replace goods which are determined by AMS to be defective due to (i) installation, maintenance, operation, modification, alteration, accident, neglect or use in any way other than in strict compliance with AMS's specifications and operating instructions for the Goods, (ii) as the result of the use of unauthorized parts or repairs, or unauthorized modifications or (iii) any repair work on the product that is performed by Purchaser or any third party on behalf of Purchaser (other than AMS). AMS retains the option to witness the operation of the goods to verify operating conditions. Installation by the Purchaser during regular intervals of normal maintenance of parts supplied by AMS shall not constitute such modification.

6. CONFIDENTIAL INFORMATION. The information, drawings, plans, and specifications being furnished by AMS have been developed at AMS' expense and shall not be used or disclosed by Purchaser for any purpose other than to install, operate, and maintain the goods supplied hereunder.

7. DELIVERIES. The delivery date(s) quoted are based on AMS' best estimate of a realistic time when delivery at the Delivery Point will be made, and are subject to confirmation at time of acceptance of any resulting order. AMS reserves the right to make either early shipment or partial shipments and invoice Purchaser accordingly.

8. EXCUSABLE DELAYS. AMS shall not be liable for loss, damages, detention, or delays resulting from causes beyond its reasonable control and without the fault or negligence of AMS (including, without limitation, strikes or other labor difficulties, war, shortages of power or raw material, restrictions of the Israeli Government or other governments having jurisdiction, Laws or acts of God or any other cause reasonably beyond its control, whether similar or dissimilar to those listed).

9. PATENTS. The Purchaser will indemnify and hold AMS harmless against any expense or loss or other damage resulting from infringement of patents or trademarks arising from AMS compliance with any designs, specifications, or instructions of the Purchaser. In addition, all license fees and royalties are the exclusive responsibility and liability of Purchaser, if applicable.

10. TITLE AND RISK OF LOSS OR DAMAGE. Title, risk of loss and/or damage will pass to the Purchaser upon delivery of the Goods at the Delivery Point.

11. INSTALLATION/SERVICE. Installation of goods furnished hereunder will be by the Purchaser, unless otherwise agreed to in writing.
Field service will be provided on a per diem basis upon written authorization by the Purchaser and AMS and will be at the rates in effect at the time such services are provided, unless otherwise agreed in writing. Field service at the Purchaser's job site to diagnose equipment problems will be provided on a per diem basis at the then-current rates.

12. CANCELLATION. Cancellation of any order must be by written notice to AMS and will be subject to cancellation charges, which will include all expenses incurred by AMS and a reasonable profit on the sale.

13. RESTOCKING FEE. If Purchaser orders the wrong material, it may NOT be returned to AMS unless the following conditions have been met:
• AMS has authorized the return of the material, and has issued a Return Material Authorization Number;
• the material is unused and undamaged;
• the material consists of standard AMS membranes, U-bends, or gauges;
• the material is returned with all freight costs paid for by Purchaser; and
• Purchaser pays a restocking fee of twenty percent (20%) of the original purchase price.

14. GOVERNING LAW. All matters involving the validity, interpretation, and application of these Standard Terms and Conditions of Sale and the purchase orders are governed by the laws of the State of Israel without regard to the "choice of laws" provisions thereof and without regard to the United Nations Convention on Contracts for the International Sale of Goods (1980) and all disputes shall be referred to the sole and exclusive jurisdiction of the competent courts in Tel-Aviv, Israel.

15. CONSEQUENTIAL DAMAGES; LIMITATION OF LIABILITY. AMS WILL NOT BE LIABLE FOR ANY LOST PROFITS, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER ARISING UNDER WARRANTY, CONTRACT, NEGLIGENCE, STRICT LIABILITY, INDEMNIFICATION, OR ANY OTHER CAUSE OR COMBINATION OF CAUSES WHATSOEVER. THIS LIMITATION WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. In no case will AMS' liability exceed the amount paid to AMS by the Purchaser for the specific goods giving rise to such liability. Purchaser agrees to indemnify and hold AMS harmless from and against all liabilities, claims, and demands of third parties of any kind relating to the goods and their use arising after shipment of the goods.

16. MODIFICATION. No change, modification, or waiver to any terms or scope of the order will be binding and valid unless it is accepted in writing and signed by an authorized representative of AMS.

17. ASSIGNMENT. This order may not be transferred or assigned by operation of law or otherwise, without the prior express written consent of AMS. Any transfer or assignment of any rights, duties, or obligations hereunder without such consent shall be void. However, AMS will not be prohibited from subcontracting all or a part of its obligations under this order.

18. EXPORT SALES. No provision of this agreement will be construed to require AMS to export or deliver any technical information, data, and/or equipment if such export or delivery is then prohibited or restricted by any applicable law or regulation of the any Government. Purchaser acknowledges that the Goods may be subject to certain export control laws and regulations. Purchaser will comply with all applicable export and re-export control laws and regulations in effect from time to time, and shall not export re-export, transfer, divert or disclose, directly or indirectly, including via remote access, the Goods except as authorized under applicable law and regulations. Specifically, Purchaser will not, directly or indirectly, sell, export, re-export, transfer, provide, divert, loan, lease, consign, or otherwise dispose of goods, services, software, source code, or technology received in connection with this order to any person, entity, or destination prohibited by the laws or regulations of the any government (as shall be applicable), without obtaining prior authorization from the competent government authorities as required by those laws and regulations.

19. HEADINGS. The headings used throughout are for convenience only and will be disregarded for the purpose of construing and enforcing this agreement.

20. NOTICES; LANGUAGE. The language of this Agreement shall be English. Any communications notices or otherwise hereunder shall be in English. All notices required or permitted hereunder shall be given in writing and mailed postage prepaid, certified or registered mail, return receipt requested, or sent by an internationally recognized express courier service, or hand-delivered at the addresses set forth in the Purchase Order. Such notices shall be deemed to have been served when received by addressee or, if delivery is not accomplished by reason of some fault of the addressee, when tendered for delivery.