This Agreement shall apply to the purchase order placed by Vacure Ltd. on behalf of itself and its affiliated companies, if any (the “Company”) and the supplier, as set forth in the Order, and its affiliated companies (“Supplier”) which covers the Company’s purchase of the goods or services detailed in the purchase order form (“Order”). By signing the Order, the Supplier agrees to this Agreement and is bound by it.
Supplier shall provide the Company with deliverables, which shall include but are not be limited to any prototypes, goods and/or services (“Deliverables”) as specified in the Order at the prices specified in the Order. Except as otherwise provided in the Order, such prices are inclusive of any and all applicable taxes and charges. The Company reserves the right to withhold against any payment due to Supplier any applicable taxes, if required by law. The fees set forth in the Order constitute the full and final amount payable by the Company under the Order. Supplier shall issue the invoice only in accordance with the terms of the Order. No payment shall be made under the Order unless and until the Company receives from Supplier a valid invoice, which must include the following details: (i) Purchase order number (PO#); (ii) the Supplier’s VAT number and full address; (iii) the Company’s VAT number and full address; (iv) the price relating to the Deliverables, broken down to reflect the same price components detailed in the Order; (v) description of the Deliverables that were supplied. The Company is not obliged to approve a payment demand document or invoice, and may withhold payment under this Agreement if the Deliverables are defective.
By accepting an Order, Supplier warrants that the Deliverables to be furnished hereunder will conform with the specification(s) and description(s) as provided by Company to the Supplier and/or as specified in the Order. Any deviation from such the specification(s) and description(s) shall be approved in advance and in writing by Company. Supplier warrants that the Deliverables supplied under an Order are free from defects in materials, workmanship and design and free from liens or encumbrances on title. All services are performed in accordance with generally accepted industry practices by qualified personnel trained and experienced in the appropriate fields. All Deliverables ordered are subject to final approval by the Company. Any deviation from the agreed specification(s) and/or description(s) may result in the rejection of the Deliverables by the Company, subject to the Company’s sole discretion. Acceptance of or payment for all or part of the Deliverables supplied hereunder shall not be deemed to be a waiver of any of Company’s rights under the Order and the Agreement or any applicable law. The Company shall be entitled to inspect and test the Deliverables prior to delivery and acceptance. Supplier hereby warrants and represents that: (i) there are no restrictions/ limitations which prevent or restrict Supplier from granting the Company the good title to any of the Deliverables; (ii) this Agreement and the performance hereunder will not conflict with or violate any commitment, agreement or understanding it has or will have with any other person or entity and there is nothing that will prevent it from performing its obligations under this Agreement; and (iii) the Deliverables will not: (a) infringe or violate any right of any third party, including any copyright, patent, trademark or other intellectual property rights or rights to privacy; (b) disparage, defame, or discredit the Company or any third person; or (c) otherwise contain content that violates any laws, rules, regulations or policies of any competent jurisdiction. Supplier acknowledges and agrees that the Deliverables, and all intellectual property and moral rights therein are, upon creation, a “work made for hire” made for Company. All right, title, and interest (including without limitation all intellectual property rights) in and to all Deliverables shall be owned solely and exclusively by Company. To the extent the ownership of any Deliverable does not vest automatically in Company upon development or creation, Supplier hereby irrevocably assigns (and agrees to assign) such Deliverable to Company. For the avoidance of doubt, Supplier hereby forever waives and agrees never to assert any moral rights with respect to the Deliverables even after termination or expiration of the Agreement.
In the event of the Company shall pay Supplier for the Deliverables satisfactorily provided to the effective date of termination or suspension and all title in those Deliverables shall pass to the Company. The termination of the Order shall discharge any further obligations of either party.
This Agreement may be assigned by the Company. Supplier may not assign this Agreement without advance written approval of the Company which shall not be unreasonably withheld.
Supplier shall indemnify and hold the Company harmless against all losses, liabilities, lawsuits, claims, expenses (including reasonable attorney’s fees), costs, and judgments incurred through third parties’ claims related to the Deliverables provided under the Order including those related to infringement of any copyright, privacy, patent, trademark or other intellectual property rights. The Company shall give Supplier notice of any claim and provide Supplier with reasonable information and assistance requested by Supplier (at Supplier’s expense) and provide Supplier with the authority to settle the claim.
The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties.
This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Israel. The Parties hereby submit to the exclusive jurisdiction of the authorized courts in Tel Aviv. Supplier waives all defenses of lack of personal jurisdiction and forum non-convenience.
If there is any conflict between this Agreement and any other agreement between the parties (the “Other Agreement”), the terms of the Other Agreement shall prevail, unless the parties specifically agree otherwise in writing. The Company objects to any different, additional or conflicting terms proposed by Supplier in any communication between the parties or otherwise (including on any of Supplier’s invoices, acknowledgements, other forms or website), all of which shall be deemed material alterations of the Order, unless the Company expressly agrees in writing to such terms.
This Agreement and all information relating to the affairs or business or product plans of the may not be disclosed by Supplier other than to employees or contractors, subject to equivalent obligations of confidentiality, and solely as required for the
IN NO EVENT SHALL THE COMPANY BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFIT OR REVENUES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY. IN NO EVENT SHALL THE COMPANY’S LIABILITY FOR ANY CLAIM ARISING UNDER OR RELATING TO THIS AGREEMENT AND THE ORDER EXCEED THE AMOUNT ACTUALLY PAID TO SUPPLIER UNDER THE ORDER CONCERNED.