General Terms of Sale
1. The conditions set forth below comprise the agreement between Lageen Food Packaging Ltd./Lageen Tuboplast Ltd. (hereinafter: “the Seller”) and the party ordering the goods (hereinafter: “the Goods”) (hereinafter: “the Buyer”), and these terms of the agreement are not to be changed without the written agreement of the two parties. The two parties, being careful and reasonable commercial bodies, have read and studied these conditions of sale, understood them well and hereby agree to be bound by this agreement.
2. The prices of the Goods will be in accordance with those agreed in the written Order issued by the Buyer in writing or electronically and accepted by the Seller in writing or electronically (hereinafter the “Order”).
3. The date of supply of the Order is only an estimate and the Seller is not responsible for any damage whatsoever caused due to a delay in supply. The Seller will not be responsible for the non supply of all or any part of the Goods should it be impossible to supply the Goods for any reason whatsoever, excluding for malicious action or inaction by the Seller itself, and the Seller will also not be responsible for any delay in the supply or for any non supply due to a strike, lockout, fire, technical breakdown, shortage of raw materials, an act of war/terror, traffic disruptions, flood, earthquake, etc.
4. The Goods will be provided in returnable or non-returnable packaging or on pallets or in any other way agreed in writing between the Seller and the Buyer. The packaging and the pallets are the property of the Seller, and in the absence of any other written agreement, the Buyer will return the packaging and the pallets to the Seller in good useable condition, not later than 30 days from receiving them. Should the packaging not be returned to the Seller and/or should any of the packaging and/or the pallets not be returned in good condition, the Buyer will pay the price of the packaging and the pallets missing and/or damaged according to the Seller’s price list prevailing on the date of the return, and damaged packaging or pallets will be considered as if missing.
5. All the ownership and contractual rights relating to intellectual property laws connected with the production of Goods in the framework of this agreement belong to the Seller, unless specifically agreed otherwise in writing. Without derogating from the generality of the foregoing all the rights including the ownership rights in samples, graphic drawings, designs, printing plates, negative films, blocks, negatives, stamps, molds, production processes, patents, illustrations, trademarks, including copyrights in connection with them, etc., will remain the property of the Seller, whether the Buyer paid for them or not.
6. The signature of the Buyer or anyone on its behalf, including any transporter on its behalf, on the delivery notes or receipt of the shipment, will be conclusive evidence that the Buyer received the Goods in their entirety, according to the type, description, quality, characteristics and quantity and all other requirements for the Goods, all according to the agreement between the parties. On receipt of the delivery note by the Buyer at the time of delivery of the Goods, the Buyer hereby waives any grounds, claim or contention whatsoever against the Seller.
7. The Buyer must carefully check the Goods and the delivery note, and inform the Seller, only in writing, as a substantive requirement, of any discrepancy within the meaning of the Israeli Law of Sale – 1968, within 7 days from the date of delivering the Goods.�
The Buyer will not be entitled to rely on any discrepancy, whether apparent or concealed, i.e.: which cannot be seen after a reasonable and careful examination, unless it informs the Seller of this in writing within 7 days from the date of delivery of the Goods.
The fact that the Seller could have know of the discrepancy, at any stage whatsoever, will not give the Buyer any grounds against the Seller. In any case the Buyer undertakes to give the Seller a reasonable opportunity to correct the discrepancy, and in such a case the Buyer undertakes to immediately discontinue the use of the Goods, to separate them from all other products and to store them under reasonable and clean conditions in order to enable an examination of the Goods by the Seller at any place that it deems appropriate.
It is hereby agreed between the parties that a difference of up to +/- 5% in the quantity of Goods delivered from that agreed in the Order, is not a discrepancy and the Buyer must receive all the Goods despite the difference, but in such an event payment will be made according to the actual quantity supplied, as determined in the Seller’s records.
8. The Buyer will inform the Seller in writing, on making the Order, of all the details of the product that it is about to package and/or the purpose for which the Goods in the Order will be used. In addition the Buyer will inform the Seller if it uses a special or other process about which the Seller does not have full details. In those cases in which the Buyer did not inform the Seller of this, they will be considered as if it used and uses the usual process known to the Seller at the time of the Order of that product.
The aforesaid does not impose any responsibility whatsoever on the Seller and the Seller exempts itself specifically from any responsibility regarding all aspects of the suitability of the product and the Goods to the Buyer’s needs. The Seller does not take on itself any obligation to examine whether the raw materials and/or any component are compatible with the Buyer’s product and the Seller will not bear any responsibility for any chemical and/or other reactions between the Goods supplied by the Seller and the Buyer’s product and/or raw materials. To avoid doubt it is hereby clarified that the recommendations of the Seller – in writing and/or verbal, regarding everything connected with the use of the product or the Goods, are only general, are not part of the agreement, and the Buyer or any third party may not rely on them in any manner whatsoever.
It is hereby agreed and declared, that the Goods are intended only for packaging of products of the Buyer during the actual supply season of the Goods, and the Seller is exempt from any responsibility whatsoever in the event that the Buyer will make use of the Goods for packaging products outside and after the end of the season for which or during which the Goods were supplied.
9. The Buyer will not be entitled to any relief by way of a deduction or setoff in the event of a claim of discrepancy and hereby waives the relief of a lien if it received the Goods and is required to return all or part of them to the Seller.
10. The Buyer hereby exempts the Seller from any responsibility whatsoever regarding any damage whatsoever due to an act of or inaction by the Seller, whether these are financial damages or non-financial damages, loss of profits or business opportunity, injury, property damage or pure economic damage. The Seller’s responsibility according to this agreement and by virtue of it is restricted in any case to repaying the price of the Goods actually paid by the Buyer or to replace them, only at the Seller’s discretion. The Buyer and the Seller hereby agree, that apart from the price of the Goods themselves, the Buyer is solely responsible for any damage whatsoever – direct, indirect or consequential – which is likely to result from the Goods or the product to any third party – individual or corporation – whether the Buyer has a contractual relation with the third party or not, including injuries and economic damages (loss of profit or business opportunity, damage to the Buyer’s reputation, etc).
11. The delivery of the Goods will be made by placing them at the Buyer’s disposal or of anyone acting on its behalf at the gates of the Seller’s plant, and the price of the Goods in this Order does not include their transport unless otherwise specifically stated in the Order. The Seller will be entitled to produce the Goods – fully or partly – immediately on receipt of the Order, or to supply the Goods out of inventory, all at the Seller’s discretion.
A written or electronic notice by the Seller to the Buyer of placing the Goods at its disposal will be considered as the Seller meeting its obligation in the contract from the aspect of supplying the Goods. Should the Buyer not take possession of the Goods from the Seller within 15 days from the date of the Seller issuing the said notice, and not pay the price of the Goods, the Buyer must pay the full price of the Goods as prior agreed compensation.
Without derogating from the aforesaid, the Seller will not be responsible at the end of these 15 days for the quality of the Goods or their completeness, and will be entitled to act with the Goods as considers proper in its sole discretion, including sending the Goods to the Buyer at the Buyer’s expense, and debiting the Buyer with the transport and storage expenses of the Goods at the place that the Seller deems appropriate.
12. The Buyer hereby waives any contention regarding an obligation of the Seller to mitigate the damage and/or contributory guilt and/or alternative use of the Goods or the raw materials purchased in order to produce the Goods, this without derogating from the Seller’s right to sell the Goods not taken by the Buyer to the bidder of the highest price and to realize the Goods in any other way that the Seller deems appropriate.
Without derogating from the aforesaid, it is hereby agreed that in event of a breach of the agreement by the Buyer, the Seller will be entitled to claim the full selling price for the Orders of the Goods made by it, and to hold the Goods until full payment to it of the selling price of the Goods.
13. The method of payment will be according to the wishes and discretion of the Seller and the Seller may refuse to accept any method of payment such as: a payment by notes (promissory notes, checks, any other bill of exchange) and a payment by way of a setoff. It is hereby declared that the Buyer will not be entitled to setoff its debts against other debts that the Seller may owe it, whether specific or not, including for the transaction that is the subject of this Order. The Buyer’s rights according to the agreement are not transferable, and cannot be assigned or pledged. An assignment or a pledge contrary to this directive is not valid.
14 a. As long as the Seller has not been paid the full consideration, according to the terms of this agreement, the Seller will remain the owner of the Goods, and in view of the feeling of trust prevailing between the parties, the Buyer will be the trustee of the Seller. The Buyer will not be entitled to make any use of the Goods and/or to change or modify the Goods and/or to add to and/or to dilute them, until the full payment of the amount of the consideration, and the Buyer undertakes to keep the Goods and to enable the Seller to enter its premises at any time in order to examine the Goods for which the Seller remains the owner.
It is hereby agreed that if, despite the aforesaid, the Buyer makes any use or change whatsoever in the Goods, then the Seller will use its rights to cancel the transaction, the Seller will be entitled to take control of the Goods from the Buyer and/or the party to whom the Buyer transferred them and/or any replacement of the Buyer, including a receiver, liquidator, trustee in a bankruptcy, custodian and inheritor.
b. Should the Goods already be filled with the Buyer’s products or those of any third party, the Seller will be considered as the joint owner of the filled Goods and will be entitled to attach, as the sole trustee of those entitled to joint ownership with it, at its discretion, the Goods supplied in accordance with this agreement, even if filled, as mentioned above, and the Seller is in the process of execution and/or in any other proceedings.
In the event of realizing the filled Goods, the Seller will be entitled to collect first from the amount of the proceeds of the sale and up to the full amount of the debt owed by the Buyer, plus all linkage differentials, interest and other legal expenses connected with the sale.
c. In this matter it is agreed, that all Goods of the type sold by the Seller and which are held by the Buyer or in its premises or control, including whether filled as mentioned above, are the Seller’s Goods, and the Buyer is not entitled to claim that these Goods are not the Seller’s Goods and/or that a third party has any rights to them.
15. Every payment that the Buyer owes the Seller and which is not paid in due time, the balance of the credit given to the Buyer at that time will be immediately payable. Should any check not be paid by the Buyer when deposited in the bank account of the Seller, the Seller will be entitled to immediately be paid the full amount of all post-dated checks according to the balance of the debt shown in the Seller’s books.
Arrears in payment over and above that agreed in the terms of the Order, will be subject to interest at the accepted arrears interest rate applying to deviations from permitted overdrafts in current accounts with Bank Leumi L’Israel B.M., with the interest being added to the principal at the end of every period, as is customary with the above accounts with the above bank from time to time.
16. The Seller’s records, its declarations and accounts regarding any question, fact or matter arising in connection with this agreement, will be prima facie evidence of their correctness, and without derogating from the generality of the aforesaid, the Seller’s records will be prima facie evidence regarding everything relating to details of the Order, the Goods supplied, the agreed price of the Goods, the estimated date of delivery, and the amount of the Buyer’s debt to the Seller.
17. Non use of any relief due to the Seller under this agreement or by virtue of any law or granting an extension, will not be considered as a waiver or an agreement to delay the due date.
18. An essential pre-condition for submitting any claim by the Buyer against the Seller is that the Buyer has paid the full amounts for all Goods supplied to it by the Seller at any time according to the delivery notes and records of the Seller on all agreements between them. Non payment of any amount whatsoever will create a significant and procedural prevention from filing any claims, and will entitle the Seller to the relief of canceling outstanding Orders or postponing them until payment in full of the amount. The Buyer will be entitled to pay the amounts under protest, while detailing the reasons for the protest in writing to the Seller.
19. The relationship between the parties is subject only to Israeli law only and the jurisdiction for any purposes regarding this agreement is given solely to the competent court sitting in Haifa, Israel and cannot be given to any court or other judicial instance, provided, however, that the Seller will be entitled to take action against the Buyer at any place where the Buyer has a place of business of the Buyer.
20. The Seller accepts orders with the following tolerance in the production (unless agreed otherwise):
~ from 5,000 units to 24,999 units: -5% up to 15%;
~ from 25,000 units to 99,999 units: -5% up to 10%;
~ from 100,000 units and over: -2% up to 5%.
21. The Seller highly recommends to stock the tubes at stable temperature( 15 to 25 Celsius), prevent dust and light from damaging the goods, and fill them not later than 12 months after production date mention on labels.
22. The SOP (Standard Operating Procedures) is available upon request.