Drawn and entered in Israel.
By and between PASTERNAK Recovery of Metals Ltd, p.o.box 4509 zip code: 75633, Rishon-Lezion, Israel (hereafter called "Pasternak") and _______________________________ (hereafter called "Client").
1.1 "Client" means: the person who accepts a quotation from Pasternak for the sale of the Goods and/or whose order for the Goods is accepted by Pasternak.
1.2 "Goods" means: the range of goods designed, manufactured and/or marked by Pasternak from time to time.
1.3 "Agreement" means: the terms & conditions set out in this document, together with all annexures, including any special terms and conditions agreed in writing between the parties.
1.4 "The parties" means: Pasternak and Client.
2. Order Acceptance
2.1 Pasternak shall sell Goods and the Client shall purchase the Goods in accordance with any quotation of Pasternak which is accepted by the Client, or any order of the Client which is accepted by Pasternak, subject in either case to the Conditions set out in this agreement.
2.2 An order will be deemed accepted by Pasternak after written confirmation of the order is sent to Client. Pasternak may refuse to accept any order, or delay acceptance, pending fulfillment of conditions Pasternak may choose to impose.
2.3 The quantity, quality and description of the Goods shall be those set out in Pasternak's quotation or the Client's order (if accepted by Pasternak).
2.4 Order accepted by Pasternak can not be cancelled by the Client except with the agreement in Writing and on terms that the Client shall indemnify Pasternak in full against all loss & costs incurred by Pasternak as a result of cancellation.
3. Price of the goods
3.1 The price of the Goods shall be Pasternak's quoted price or, where the Goods contain gold or silver metals the price is estimated and it will be based upon the London Market Fixing at the date of purchase. Deliveries of the goods takes place no later than 7 working days following receiving the price of the Goods in the bank's account stated in article 4.2 below.
3.2 Pasternak reserves the right, by giving notice to the Client at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to Pasternak which is due to any factor beyond the control of Pasternak such as, without limitation, any market fluctuation, any foreign exchange fluctuation, currency regulation.
3.3 Except as otherwise agreed in Writing between the Client and Pasternak, all prices are given by Pasternak are on an ex works basis, and where Pasternak agrees to deliver the Goods otherwise than at Pasternak's premises, the Client shall be liable to pay Pasternak's all charges for transport, packaging, custom charges and insurance which shall be added to the price of the Goods.
3.4 The Pro-forma invoice shall not include taxes, levies or duties that may be charged by any competent authority for transferring the Goods. Such additional costs if apply shall be borne solely by Client.
4. Terms of payment
4.1 The Client shall pay the price of the Goods in 7 days from receiving the Pro-forma invoice. The time of payment shall be of the essence of the agreement. Receipts for payment will be issued only upon request.
4.2 Payment of all amounts due to Pasternak shall be made either by pay pal subject that the Client holds an authorized credit facility with Pasternak, or by bank transfer to ___________ Bank at _________________________, Sort Code: _________ Account Number: ___________ (hereafter called: "the bank account") prior to the delivery of the Goods or by refining the customer's scrap - prior the delivery of the Goods.
Payment must be made without deduction, set-off or counterclaim.
4.3 Payments shall be considered as done only after an approval was given to Pasternak from the clearance credit center or Pasternak's bank account.
4.4 If due to bank charges, transfer fees, or the like, Pasternak should receive less than its invoice amount, Pasternak may delay delivery or re-invoice Client for the shortfall at Pasternak's sole discretion. If client pays by way of a bank transfer then an added sum of $25 shall apply.
4.5 After receiving due written authorization from Pasternak and complying of all his credit card's terms as set from time to time the Client may pay the amounts due to Pasternak by means of a credit card.
5.1 Delivery of the Goods shall be made either by the Client's courier collecting the Goods at Pasternak's premises at any time after Pasternak has notified the Client that the Goods are ready for collection or, by Pasternak's courier, at his sole discretion, if some other place for delivery is agreed by Pasternak, and deliver the Goods to that place.
5.2 Any dates quoted for delivery of the Goods are approximate only and Pasternak shall not be liable for any delay in delivery however caused. Time for delivery shall not be of the essence of the Contract. The Goods may be delivered by Pasternak in advance of the quoted delivery date upon giving reasonable notice to the Client.
5.3 It is agreed that delivery up to 5 per cent more or 5 per cent less than the quantity and/or weight and/or size of the Goods as specified in the order shall be deemed to be the true order and Client shall have no claims against Pasternak and/or its representatives concerning it whatsoever.
5.4 If Pasternak fails to deliver the Goods for any reason other than any cause beyond Pasternak's reasonable control or the Client's fault, and Pasternak is accordingly liable to the Client, Pasternak's liability shall be limited only to the price of the Goods paid for.
5.5 The Goods shall pass to Client subject to payment as stated in section 3.1 above.
6.1 Pasternak's Goods are sold subject only to the warranties set forth in this Article, and such warranties shall be in lien of all other warranties express or implied.
6.2 Pasternak's liability to Client for any claim relating to the Goods shall be limited to replacement of returns, provided however that Client notifies in writing to Pasternak within 2 (two) working days from the date of receiving the Goods and returns the Goods promptly to Pasternak not late than 30 (thirty) days from the date of Bill of Lading, and this shall be Client’s sole remedy. It is clear that Client may returns only defective Goods manufactured by Pasternak or Goods which were not ordered but were sent to Client by mistake. Returns of Goods shall be made only after receiving Pasternak prior written acceptance. Pasternak may choose to refund the price of the Goods to Client (or a proportionate part of the price) at exceptional cases according to Pasternak sole discretion.
6.3 In no event will Pasternak be liable for consequential or indirect damages to Client such as loss of profits, loss of goodwill, loss of capital costs incurred by Client in respect of any defect arising, inter alia, from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow Pasternak’s instructions (whether oral or in writing), misuse or alteration or repair without Pasternak's approval.
6.4 Pasternak is in no way responsible for damages to third parties, when the damages are caused by improper use of the Goods and/or non - fulfillment from the Client side obligations toward third parties. Client agrees to indemnify and save harmless Pasternak from any claim, action, liability, loss, damage or suit of third parties arising from the performance of this agreement.
6.5 Pasternak shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Pasternak's obligations in relation to the Goods, if the delay or failure was due to any cause beyond Pasternak's reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Pasternak's reasonable control: Act of God, flood, fire, accident, war, sabotage, civil disturbance or requisition, prohibitions or measures of any kind on the part of any authority, strikes, difficulties in obtaining raw materials and/or labor and/or parts of machinery;
7. General Terms
7.1 Client shall act at all times during the term of this agreement as an independent contractor and this agreement shall not be construed to constitute Client as being an agent, employee or a legal representative of any kind of Pasternak.
7.2 Client agrees to indemnify and save harmless Pasternak from any claim, action, liability, loss, damage or suit arising from the performance of this agreement.
7.3 Client agrees that the rights and obligations of the parties under this agreement shall be governed and construed solely under the Laws of the State of Israel in the District of Tel-Aviv-Yaffo.
7.4 Every notification, request, agreement, approval, declinations and other declarations concerning this Agreement shall only be made in writing with acknowledge of receipt.
7.5 No waiver by Pasternak of any breach of the Contract by the Client shall be considered as a waiver of any subsequent breach of the same or any other provision.
7.6 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.