Q Core Medical Ltd., a member of the Eitan Medical (”Eitan Medical”) sells products (the “Products”) on the terms set forth in this Sales Order, subject only to the terms of a written purchase agreement signed by authorized representatives of both the buyer (“Buyer”) and Eitan Medical.
Acceptance of this offer (or if this offer is deemed an acceptance, this acceptance) is expressly limited to and made conditional on assent to these terms. Additional or different terms are deemed material alterations and are objected to by Eitan Medical.
Eitan Medical warrants that pump Products shall be free from material defects in materials and workmanship and will substantially conform to the pump Product’s applicable written specifications for a period of twenty-four (24) months from the actual delivery date (the “Warranty Period“). In the event that a pump Product purchased by this Sales Order does not conform to this warranty at the time of delivery, Buyer’s sole remedy shall be to return the product to Eitan Medical and receive, as elected by Eitan Medical at its sole discretion, a replacement pump product or credit, provided, however, that all warranty claims shall be made during the Warranty Period and that the pump Products have been used, stored, handled and maintained in accordance with the Product labeling (including the User Manual) and no repair or alteration thereof was performed without the prior written approval of Eitan Medical. The Warranty is conditioned on the performance of an Annual Certification Procedure (“ACK”) as instructed in the Products’ service manual Buyer is not entitled to sell, re-sell, export distribute and/or market the Products
Under this Sales Order, the Product warranty is provided: (i) solely with respect to the pump Products and no other Products; and (ii) solely to Buyer, as the direct buyer of the pump Products, and Eitan Medical provides no such warranty to any third parties Eitan Medical disclaims all other warranties, express or implied, including, but not limited to, any implied warranties of merchantability, fitness for particular purpose, title, and noninfringement
In no event will the liability of Eitan Medical and/or any of its affiliates, employees, directors, subcontractors, agents and representatives (the “Representatives”) exceed the amounts actually paid by Buyer for the Products pursuant to this Sales Order. In no event shall Eitan Medical or any of the Representatives be liable for any indirect, incidental, special, consequential, or punitive damages, of any nature or kind whatsoever and under any theory of law, even if advised of the possibility of such damages Title to the Products shall pass to Buyer once the Products have been fully paid for Unless otherwise agreed by Eitan Medical in writing, Products will be delivered FCA (Eitan Medical’s dock) INCOTERMS 2010 and Buyer shall bear all costs and risk of loss of or damage to the Products from the point of delivery by Eitan Medical to Buyer
All payments under this Sales Order shall be made net of any taxes and shall be grossed up to neutralize the effects of any such taxes, if applicable Buyer will pay Eitan Medical for each purchase order within thirty (30) days from the date of the Invoice; Eitan Medical reserves the right to charge default interest on all outstanding amounts due hereunder at a rate of 1.5% per month.
Eitan Medical and its affiliate own the Intellectual property rights in the Products This Sales order does not grant the Buyer any rights in the products other than as provided herein Buyer undertake to use, store, handle and maintain the Products according to the Product labeling (including User Manual) Buyer undertake to notify Eitan Medical at firstname.lastname@example.org regarding any user complaint and/or adverse events with respect to the Products within twenty-four (24) hours from occurrence Buyer shall be fully responsible for complying with any and all applicable laws, regulations and guidelines referring to the Products, including disclosing to all applicable health care programs any discounts or reductions in price provided by Eitan Medical. Buyer understands and agrees that: (i) Eitan Medical shall have the right to collect Buyer’s data generated by any of the Products in order to develop a database of data collected from Eitan Medical’s customers, and (ii) Eitan Medical shall be entitled, at its sole discretion to disclose the information in such database to its customers and other third parties provided that Eitan Medical will not disclose any information that identifies Buyer or any particular patient of Buyer as the source of such data. Buyer shall indemnify Eitan Medical and the Representatives against all claims, demands, damages, costs and expenses resulting from breach by Buyer of any of its obligations under applicable law or under this Sales Order or any agreement between Buyer and Eitan Medical Notwithstanding any other condition, if Eitan Medical notifies the Buyer in writing of any defect in or relating to the Products previously delivered to the Buyer or any error or omission which exposes or may expose consumers to any risk of death, injury or damage to property, the Buyer shall co-operate fully and promptly with any steps taken under condition as directed by Eitan Medical. This Sales Order, any sales thereunder or any claim or dispute arising or relating to this Sales Order shall be governed and constructed in all respect by the laws of the State of Israel. The competent courts located in Tel Aviv, Israel shall have exclusive jurisdiction over any dispute arising out or in connection with this Sales Order and performance thereof and each party consents to the jurisdiction of such courts These terms and conditions may not be altered, supplemented or amended without Eitan Medical’s written consent.