Terms and Conditions of Sale
Last updated: May 19, 2020
The following terms and conditions shall govern the order, sale and delivery of all products and services of Sonovia Ltd. (the “Company”) to customers (“Customers“). These standard terms and conditions may be updated by the Company from time to time. Any different, conflicting or additional terms or in any purchase order or other writing from a Customer shall be of no force or effect unless acknowledged and executed by an officer of the Company.
Subject Matter of the Contract
The subject matter of the contract is the use of the Company’s technology to create various textile products (the “Product“). The Company’s special chemical formulations give textiles the ability to destroy bacteria, providing protection for doctors and patients alike against potentially harmful bacteria and infections.
Orders from Customers shall be placed online through the Company’s website. No order shall be final until accepted by Company by a separate email confirming the order. After acceptance an order shall not be subject to cancellation (see our refund policy as a separate policy). All sales are final. Customers are not authorized to resell any order, in whole or in part, by any means, including online or via ecommerce.
Customer must be at least 18 years old of age the time of the order placement to be able to place a paid order on the website.
Shipment, Delivery and Delays
The Company will endeavor to ship Products available on stock, within 7 days after acceptance of orders depending on size of order and number of Products.
Although the Company will make every reasonable effort to deliver by the estimated shipment date, the Company does not guarantee shipment by that date. Further, shipment may be delayed by strike, fire, act of God, transport disruptions, unavailability of materials or components, or any other circumstances not within the reasonable control of the Company that prevents delivery in the normal course of business. Company may elect to ship partial orders.
All Products will be tendered and shipped be Shipping Carrier, unless otherwise indicated by the Company. Title to (except with respect to any and all intellectual property rights in and to any Products) any and all risk from delay in shipment, loss or damage for any Products will pass to Customer upon tender by the Company of Products to the carrier.
Company will select the carrier and ship freight prepaid. Shipping and handling charges will be invoiced to the Customer. In cases where Customer, for any reason, requests deliveries of Products on a basis that is not in conformity with Company’s standard shipping procedures, Customer shall be responsible for all costs associated with premium freight and any overtime required to make deliveries in conformance with Customer’s required schedule. Customer will pay all loading charges and all taxes. Company will not be deemed to assume any liability in connection with its selection of a carrier or its failure to obtain insurance.
Payment Terms and Taxes
The prices displayed on the website of the Company at the time of placing the order shall apply. Prices indicated on the Customer’s website are not inclusive of applicable VAT or other sales taxes as applicable from country to country.
Unless otherwise stated in Company’s invoice or agreed in writing executed by an officer of Company, payments are to be made prior to the shipment by the Company of any Products. The Company accepts the following payment methods: (i) By PayPal, or (ii) by credit card (after acceptance of such card by the Company). The payment options may vary from country to country. The Company reserves the right to contract third parties with processing for the various payment options. As a general rule, invoices shall be sent to Customers by email.
Customer shall keep confidential and shall not disclose to any third party, without Company’s prior written consent, any non-public information received by it from Company with regard to the Products and all other materials provided to Customer by Company. Customer may use the Products only for its own personal use and not for further distribution or resale. Customer shall not, and shall not permit or aid others to, translate, reverse engineer, decompile, disassemble, modify, reproduce, duplicate, copy, distribute or otherwise disseminate all or any part of the Products and shall not remove or obscure any proprietary notices on the Products. Company and its licensors shall retain all proprietary rights of any kind to any intellectual property in and to the Products, including without limitation any modifications made to the Products whether or not on the basis of requests, suggestions or ideas of Customer.
The Company shall carry out all data processing operations (e.g., collection, processing, and transmission) in compliance with statutory requirements. The personal data supplied by the Customer and order data shall be stored electronically by the Company.
The Company shall be permitted to transmit Customer data (limited to the name, address, email and telephone number) to carefully selected partners. The Company and the selected partners can may use the Customer data to inform the Customer by post or by telephone about products and/or services, which they believe may be of interest to the Customer. The Customer can notify the Company in writing that he does not wish to receive such information.
Subject to your compliance with your undertakings herein, we warrant that the services shall be performed substantially in accordance with the published specifications on our website. Your sole remedy for non-compliance shall be the making by us of reasonable commercial efforts to fix such non-compliance.
EXCEPT FOR THE AFORESAID WARRANTY, THE COMPANY’S SERVICES ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW All OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS IN RELATION TO THE SERVICE. WITHOUT DEROGATING FROM THE AFORESAID, SONOVIA MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE COMPANY’S PRODUCTS EFFECTIVENESS TO PREVENT COVID-19 INFECTION.
REGARDLESS OF THE FORM OF ACTION (I) THE COMAPNY SHALL NOT HAVE ANY LIABILITY FOR INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH PRODUCTS OR SERVICES, INCLUDING BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS, AND (II) THE COMPANY SHALL NOT BE LIABLE FOR AN AMOUNT GREATER THAN THE AMOUNT PAID TO IT BY CUSTOMER FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE LIABILITY.
Governing Law, Venue
These terms and conditions represent the entire agreement between the parties in respect of the subject matter herein, shall be governed exclusively by the laws of the State of Israel, excluding its conflict of law rules (and excluding the application of U.N. Convention on Contracts for the International Sale of Goods or any other international convention or treaty) and any dispute in connection thereto shall be exclusively resolved accordance with such laws in the competent courts in Tel-Aviv, Israel.
The provisions of these terms and conditions are severable and shall be interpreted so as to be valid and enforceable to the maximum extent possible under applicable law. Any invalid or unenforceable provision shall be reformed or replaced by a valid and enforceable provision that is as similar in meaning as possible, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. The waiver of any provision by a party shall not be construed as a waiver of any succeeding occurrence or any other provision, nor shall delay or omission of a party to avail itself of any right, power or privilege operate as a waiver of such right, power or privilege. Company may freely assign its rights and obligations under these terms and conditions to any third party. Customer shall not be entitled to assign any of its rights and obligation hereunder without the prior written consent of the Company and any assignment without such prior written consent shall be null and void.
If you have any questions about our Terms and Conditions of Sale, please contact us on: firstname.lastname@example.org +972-77-9400370