1. General definitions and applications
1.1 The following words hereinafter referred to in these conditions shall have the following meaning: “The Company” refers to Hishtil Nurseries or the relevant company within its group. “The Purchaser” refer to the party entering into the contract of purchase with the Company. “The Goods” refer to all goods the subject of the contract between the Company and the Purchaser.
1.2 Notwithstanding delivery and the passing of risk in the Goods or any other provision of these conditions, the ownership in the Goods shall not pass to the Purchaser until the Company received in cash or in cleaned funds payment in full of the price of the Goods and of all other sums owed by the Purchaser to the Company.
1.3 The Purchaser shall not be entitled to pledge or in any way charge by way of any indebtedness any of the Goods which remain the property of the Company , but if the Purchaser does so all moneys owed by the Purchaser to the Company shall forthwith (without prejudice to any other rights or remedy of the Company) become due and payable.
2.1 Orders are accepted subject to and the contract is conditional upon availability at the time of dispatch and confirmation of order does not constitute guarantee of delivery. The Company may, at its option, substitute what is in its option the nearest available variety, unless the Purchaser specifically prohibits this when ordering.
2.2 All orders are accepted subject to these conditions, which superseded any and all prior representations , agreements, statements and understanding, whether oral or in writing.
2.3 No contract shall arise between the parties unless and until the Company confirmed in writing an order received from the Purchaser.
2.4 The giving or sending to the Company of an order constitutes acceptance of all these conditions by the Purchaser, and the Purchaser if not prepared to accept such conditions, must refrain from effecting an order.
2.5 All descriptions, illustrations or colors in respect of the Goods specified in any of the Company sales literature or brochures are so stated or shown as a general guide or description only and the Company does not contract or represent that the Goods will comply with any particular detail contained in such sales literature or brochures.
3. Price and Payment
3.1 The Company reserves the right, by giving notice to the Purchaser at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company, including any foreign exchange fluctuation, currency regulations, alteration of duties, any change in delivery rates, quantities or specifications for the Goods which is requested by the Purchaser or any delay caused by any instructions of the Purchaser or failure of the Purchaser to give the Company adequate information or instructions.
3.2 Unless otherwise agreed in writing, the Purchaser shall pay all amounts due within
30 days of the date of delivery.
3.3 If the Purchaser fails to make any payment within 30 days of the due date for payment then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:
3.3.1 Cancel the contract or suspend any further deliveries to the Purchaser under this or any other contract.
3.3.2 Appropriate any payment made by the Purchaser to such of the Goods (or the Goods supplied under any other contract between the Purchaser and the Company) as the Company may thing fit (notwithstanding any purported appropriation by the Purchaser).
3.4 The Purchaser shall have no right of set-off, statutory or otherwise.
3.5 The Company reserves the right at any time at its discretion to demand security for payments before continuing with contract and/or delivering of Goods.
4. Warranty and Complaints
4.1 No complaint can be considered unless clear proof can be given that the Goods alleged to have performed unsatisfactorily were in fact Goods supplied by the Company and that they were grown carefully and correctly throughout and subject only to such conditions as were likely to produce a favorable crop.
4.2 Every effort is made to ensure that the Company’s stock is of the highest quality, but the Company shall not be responsible of the effects of natural causes which are beyond the control of the Company and therefore the Goods are sold without warranty, express or implied, as to productivity or freedom from pest or disease.
4.3 The Purchaser agrees that it is reasonable in the circumstances that in no event shall any failure of any kind on the part of the Company give rise to liability exceeding up to twice the price actually paid by Purchaser for the Goods. The Company shall not be liable to the Purchaser for loss of goodwill, loss of business, loss of revenues, loss of reputation or any type of direct and/or indirect loss (including loss or damage suffered by the Purchaser as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Company had been advised of the possibility of the Purchaser incurring the same.
Above stipulation shall be in full force and effect also if a claim is made against the Purchaser in case that the Goods infringe or that their use or resale infringes the patent, copyright, design, trade mark, plant breeder’s rights or other industrial or intellectual property rights of any other person.
5. Notification of Claims
5.1 Subject to the provisions herein stipulated Goods shall be deemed to be properly accepted as ordered by the Purchaser two (2) working days following delivery if written notice to the contrary has not been received by the Company.
5.2 Any claim that any Goods have been delivered damaged or are not of the correct quantity or do not comply with their description shall be notified to the Company by fax or mail within twenty four hours of their arrival.
5.3 Any other alleged defects in Goods shall be notified by the Purchaser to the Company within seven days of arrival of the Goods or in the case of any defects of the Goods which is not reasonably apparent on inspection within seven days of the date upon which the defect might reasonably have been expected to come or actually did come to the notice of the Purchaser, whichever be the sooner.
5.4 Any claim made under this condition must be in writing and must contain full details of the claim.
6. Law and Jurisdiction
The validity, performance and construction of this Terms of Sale shall be governed by and interpreted in accordance with the laws of the state of Israel. The parties irrevocably consent to the exclusive jurisdiction of the competent courts in Tel-Aviv, Israel, to adjudicate all disputes arising from or related to the legal and business relationship between the Company and Purchaser.