TEFEN LTD

TERMS AND CONDITIONS OF SALE

1. Definitions

(a) 'the Company' means TEFEN LTD its assigns and any sub-contractor for the said company. (b) Contract means the contract between the Customer and the Company for the sale and purchase of the Goods; (c) Customer means the person, firm or company with whom the Contract is made; (e) Goods means the goods (or any instalment or part of them) to be supplied pursuant to the Contract.

2. Contract

(a) These conditions shall apply to the Contract to the exclusion of any other terms and conditions contained or referred to in any order, letter, form of contract or other communication sent by the Customer to the Company and the provisions of these conditions shall prevail unless expressly varied in writing and signed by a director on the Company's behalf. (b) Any concession made or latitude allowed by the Company to the Customer shall not affect the strict rights of the Company under the Contract.

3. Order

(a) No order in pursuance of any quotation or otherwise shall be binding on the Company unless until such order is accepted in writing by the Company. (b) Unless otherwise agreed by the Company in writing the below conditions shall override any terms and conditions stipulated or referred to by the Customer in his order or pre-contract negotiations. (c) Any description (whether as to the state, quality or performance of the goods) contained in the Company's catalogues samples price lists or other such advertising materials is intended merely to present a general picture of the Company's products and shall not form a representation nor be part of the Contract.

4. Price

4.1 Unless otherwise agreed by the Company in writing: (a) The price payable for Goods shall be the list price of the Company current at the date of despatch; (b) In the case of an order for delivery by instalments the price payable for each instalment shall be the list price of the Company current at the date of despatch of such instalment; (c) any Additional Items shall be added to the price; (d) the Company's prices are subject to adjustment to take account of any variation in the Company's costs including (but not limited to) variations in wages, the cost of materials, exchange rate fluctuations, alteration of duties and other costs since the date of the Company's quotation or (if no quotation is issued) the Customer's order. The Company reserves the right to adjust the invoice price by the amount of any increase or decrease in such costs after the price is quoted and the invoice so adjusted shall be payable as if the price set out therein were the original contract price. 4.2 All prices are exclusive of value added tax and this will be charged by the Company and will be payable by the Customer at the appropriate rate. 4.3 The Customer shall indemnify the Company in respect of any loss, cost or expense incurred by the Company as a result, directly or indirectly, of the Customer's instructions or lack of instructions or through any failure or delay whatsoever in taking delivery or through any other act, neglect or default on the part of the Customer, its servants, agents or employees

5. Delivery

(a) The Company will make all reasonable efforts to comply with any date or dates for despatch of the goods ("the Delivery Date") as stated in the Contract but unless the Contract otherwise expressly provides such date or dates shall constitute any statements of expectation and shall not be binding. The Customer shall accordingly accept delivery of the goods when tendered. (b) If notwithstanding that the Company has used its reasonable endeavours the Company fails to despatch the goods by the Delivery Date such failure shall not constitute a breach of the Contract and the Customer shall not be entitled to treat the Contract as thereby repudiated or to rescind it or any related Contract in whole or in part or claim compensation for any such failure or for any consequential loss or damage resulting therefrom. (c) If the Company shall be prevented or hindered from supplying the goods in accordance with the Contract by any circumstances beyond its reasonable control further performance of the Contract shall be suspended for so long as the Company is so prevented or hindered. (d) The Company shall not have any liability to the Customer for any direct or consequential loss or damage suffered by the Customer as a result of the Company's inability to perform its obligations under the Contract in the aforementioned circumstances. (d) If no time for delivery is specified in the Contract, the Customer shall be bound to accept the goods when the same are ready for delivery by the Company but the Company shall be under no obligation to deliver the same until the expiration of a reasonable time from the date of the Contract. (e) The Company shall have the right to make delivery by instalments of such quantities and at such intervals as it may decide, and any express provision as to instalments in the Contract shall be in addition to and not in derogation of this right. At the option of the Company, where the Goods are delivered by instalments. (f) It shall be a condition precedent to delivery in every case that the Company shall have received all necessary information final instructions or approvals in writing from the Customer. Alterations by the Customer in design specifications or quantities required are liable to result in delays of delivery.

6. Passing of title and risk

(a) From the time of delivery the Goods shall be at the Customer's risk who shall be solely responsible for their custody and maintenance but, unless otherwise expressly agreed in writing, the Goods shall remain the Company's property until all payments to be made by the Customer under the Contract and any other contract between the Company and the Customer and on any other account whatsoever have been made in full and unconditionally. Whilst the Company's ownership continues the Customer shall keep the Goods labelled as belonging to the Company and separate and identifiable from all other goods in its possession as bailee for the Company. (b) The Company shall not be liable for any damage or loss occurring after the goods have been delivered to the Customer as aforesaid. (c) Save as expressly provided in these conditions the Company shall not have any liability whatsoever for or in connection with any damage to or loss of the goods in transit to the contracted place of delivery. (d) Where the goods are not manufactured by the Company and are delivered directly to the Customer by or are collected by the Customer from the manufacturer the Company shall not be liable for any loss or damage to the goods whatsoever or whensoever occurring no matter how such loss or damage may be, caused. (e) The Customer shall maintain all appropriate insurance in respect of the goods from the date on which the risk therein passes to him in the event of any loss or damage occurring while the goods remain the property of the Company the Customer shall hold all insurance monies received in respect thereof as trustee for the Company and separate and identifiable from all other monies and shall forthwith remit to the Company the full purchase price of the goods less any part thereof which has already been paid.

7. Cancellation

Cancellation by the Customer will only be accepted at the discretion of the Company and in any case on condition that any costs or expenses incurred by the Company up to the date of cancellation and all loss or damage resulting to the Company by reason of such cancellation will be paid by the Customer to the Company forthwith. Acceptance of such cancellation will only be binding on the Company if in writing.

8. Intellectual property

(a) The Customer represents and warrants that any manufacture of the goods by the Company in accordance with the Customer's specification or specific requirements will not infringe or misappropriate any patent, copyright, or other intellectual property or other rights of ant third party. (b) The Customer shall indemnify the company against all costs, claims, losses, expenses and damages incurred by the Company or for which it may be liable due to or arising directly or indirectly out of any infringement or alleged intellectual property right occasioned by the manufacture or sale of the goods.

9. Terms of Payment

(a) Monthly credit accounts - the Contract price for the goods shall be payable net cash on the date stated in the Company's acceptance of the relevant order or, if no such date is given ,not later than the last day of the month following the month in which the goods were despatched. (b) Non credit account sales - payment shall be made in full in cash with the Customer's order. (c) The Company shall be entitled in its absolute discretion to request payment in advance in respect of any goods to be sold by the Company to the Customer and failure to pay within the relevant period specified by the Company shall entitle the Company to suspend deliveries of the goods pending payment without prejudice to any other remedy available to the Company. (d) The Customer shall not be entitled to delay or withhold payment in full or in part for any reason whatsoever including any alleged defence set-off or counterclaim and payment shall be made on the due date for payment without deduction in particular in the event that the Customer shall have a Receiver appointed of its assets or any part thereof neither the Customer nor the Receiver shall be entitled to set-off any monies owing from the Company to the Customer against any amounts owing from the Customer to the Company whether such liabilities arise pre-receivership or post-receivership and whether or not they arise out of the same contract. (e) The Company shall be entitled to interest on any part of the Contract price not paid by its due date from that date until payment at the rate of 6% per annum above the minimum lending rate of Bank Hapoalim Ltd. prevailing from time to time during such period.

10. Quantity

The Company reserves the right to supply 5% more or less than the exact quantity ordered such overs and shortage to be charged for or deducted from the Contract price pro rata.

11. Liability

(a) Company hereby undertakes that during the first 12 months from the date the Customer shall purchase the Goods it will, at Customers request, repair and/or replace, at Company’s sole discretion, any item proven defective in workmanship or material of the Goods. (b) Repairs shall be at Company’s business place in Israel and/or other places determined by Company at its sole discretion. Expenses for delivery of the Goods (to Company and from Company to Customer) shall be born by Customer. Risk in transit shall be born by Customer. (c). Notwithstanding the above, company will not be responsible for, nor does the above extend to, any consequential or incidental damages or expenses of any kind or of whatsoever nature, including without limitation, injury to persons or property, loss of use of the products, loss of profits or any other contingent liabilities of any kind or nature alleged to be the cause of loss of profits or damage to the Customer or any other third party. (d) The above does not cover damage or failure caused by:

1. misuse and/or abuse and/or negligence (including but not limited to: negligence in storage of the Goods, handling of the Goods, usage of the Goods not in accordance with Company’s written and/or oral instructions, usage of unsuitable ammunition). 2. Reasonable wear and tear.

(e) The above shall have no effect in the event that the Customer or any third party not authorized by Company shall perform any alterations and/or repairs in the Goods. (f) Customer shall inform Company immediately of any defect in the Goods. (g) The above does not extend to the Goods’ Components and warranty for Goods Components shall be in accordance and subject to the warranty terms determined, from time to time, by the Goods manufacturers. For the removal of any doubt, Company shall not be responsible nor shall it replace and/or repair any defect in any of the Goods. (h) For removal any of doubt, there are no warranties, express oR implied, except this warranty, which is given in lieu of any other warranties, express oR implied, including any implied warranty of fitness for a particular purpose. (i) The Company shall not be liable for inperfoct work caused by any inaccuracies in any drawing, bill of quantities or specification supplied by the Customer. (j) The Company shall not be liable for any costs, claims, damages or expenses arising out of any tortuous act or omission or any breach of contract or statutory duty calculated by reference to profits, income, production or accruals or loss of such profits, income, production or accruals or by reference to accrual of such costs. Claims, damages or expenses on a time basis or to the extent that they arise from any information, drawing, documentation or specification supplied by the Customer. (k) The aggregate liability of the Company (whether in contract or for negligence or breach of statutory duty or otherwise howsoever) to the Customer for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances shall exceed the price of the Goods supplied by the Company giving rise to the liability in question.

12. Lien

Without prejudice to any other remedies which the Company may have the Company shall in respect of all debts due and payable by the Customer to the Company have a general lien on all goods and property belonging to the Customer in its possession (whether worked on or not) and shall be entitled upon the expiration of fourteen days notice to the Customer to dispose of such goods or property as it thinks fit at any price in its absolute discretion and to apply any proceeds of sale thereof towards the payment of such debts.

13. Termination

13.1 If the Customer:

(a) is in material breach of its obligations under these Conditions, and in the case of a breach capable of remedy has failed to remedy such breach within [21] days of receipt of written notice from the other party requesting that it do so. And where such breach is not capable of remedy in [21] days, has failed to take all reasonable steps to prevent its recurrence; or (b) cease to trade, or is unable to pay its debts as they fall due or has a petition presented or a meeting convened for the purpose of winding up the other party or if the other party enters into liquidation whether compulsorily or voluntarily or compounds with its creditors generally or an administration order is made in relation to it or an application is made for the appointment of a receiver or administrative receiver over all or any part of its assets or there is submission of a petition order or distrait is levied over any of its assets of any similar or analogous order is made or proceedings are commenced or an officer is appointed or action is taken in any jurisdiction in consequence of debt.

13.2 The Company in its discretion and without prejudice to any other right or claim may by notice in writing determine wholly or in pary any and every contract between the Company and the Customer of may (without prejudice to the Company's right subsequently to determine the Contract for the same cause should it so decide) by notice in writing suspend delivery or any further deliveries (as the case may be) of Goods until any default by the Customer be remedied.

14. Force Majored

The Company shall be entitled to delay or cancel delivery of to reduce the amount of Goods delivered if and to the extent that it is prevented from or hindered in or delayed in manufacturing, obtaining or delivering the Goods by normal route or means of delivery through any circumstances beyond its control including (but not limited to) strikes, lock-outs, accidents, war, fire, reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery or shortage or unavailability of raw materials from normal sources of supply.

15. Notice

Any notice, consent, notification, acknowledgement, authority or agreement required or referred to in the Contract shall be: (a) in writing in English; (b) given to the party for whom it is intended at such party's last known address or main or registered office; (c ) given by registered or recorded delivery, telex or fax transmission and shall be deemed to have been received 5 days after the date of posting or 1 day after the date of transmission as the case may be.

16. Third Party Rights

No person who is not a party to the Contract is entitled to enforce any of its terms.

17. Law and Jurisdiction

These conditions and every contract made pursuant thereto shall in all respects be exclusively governed by and constructed in accordance with laws of the state of Israel and both parties agree to submit any controversy or claim arising or relating to this agreement to the exclusive jurisdiction of Tel Aviv, Israel competent courts to all matters arising out of or in connection with these conditions.

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Web-site Condition of Use

Copyright © 2008

Please read this Notice carefully before using this Website. Using this Website indicates that you accept the terms below regardless of whether or not you choose to register with us, together with accepting in full our Standard Conditions of Sale. If you do not accept either of these terms, do not use this Website. TEFENPLASTIC.COM is the Website for TEFEN, hereafter referred to as the 'Company'.

The content of this web site may not be copied, replaced, distributed, published, displayed, modified, or transferred in any form or by any means except with the prior permission of Signature IT Ltd. Copyright infringement is a violation of federal law subject to criminal and civil penalties.

Introduction

a) Most of the website can be accessed by you without registering with us. However there are certain areas of this Website which are only available to registered users.

b) Through accessing any part of this Website, you shall be deemed to have accepted this legal notice in full, together with our Conditions of Use. If you do not accept these legal notices in full, you must leave this Website immediately.

c) The Company may revise this legal notice at any time. Certain provisions of this legal notice may be superseded by expressly designated legal notices or terms located on other pages of the Website

ATTENTION: This legal notice applies to the contents of this website under the domain name TEFENPLASTIC.COM and to any correspondence by e-mail.

Links to Third Party Sites

Any links provided herein may allow the user to leave this site. The linked sites may not be under the control of the Company, the Company shall not be responsible for the content of any linked site or link contained in a linked site. The Company may provide these links as a convenience only, and the inclusion of any link does not imply an endorsement by the Company of that site.

Software

Any software ("Software") that may be made available to download from the server of this Site may be the copyrighted work of the Company and/or its suppliers. Use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software ("License Agreement"). The Software is made available for downloading solely for use by end users according to the License Agreement. Any reproduction or redistribution of the Software not in accordance with the License Agreement is expressly prohibited by law. Without limiting the foregoing, copying or reproduction of the software to any other server or location for further reproduction or redistribution is expressly prohibited. The software is warranted, if at all, only according to the terms of the license agreement. Except as otherwise limited by applicable law and except as warranted in the license agreement, The Company hereby disclaims all warranties and conditions with regard to the software, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement.

License

a) You are permitted to print and download extracts from this Website for your own use on the following basis:
i) No documents or graphics on this Website are changed
ii) The Website?s Logo appears in all copies.
b) Unless otherwise stated, the copyright and other intellectual property rights in all material on this Website (including without limitation photographs and images) are owned by the Company. For the purposes of this legal notice, any use of pictures or other extracts from this Website other than in accordance with paragraph 2(a) for any purpose is prohibited.
c) If you breach any of the terms in this Legal notice, your permission to use this Website automatically terminates and you must immediately destroy any downloaded or printed extracts from this Website.
d) Subject to paragraph (a), no part of this Website may be copied or stored in any other website or included in any public or private electronic retrieval system or service without the Company's written permission.

Disclaimer

The Company does not warrant that the functions contained in this site will be uninterrupted or error-free, that defects will be corrected, or that this site, including bulletin boards or the server that makes it available are free of viruses or other harmful components. This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortuous behaviour, negligence, or under any other cause of action. You specifically acknowledge that the Company is not liable for the defamatory, offensive or illegal conduct of other subscribers or third parties and that the risk of injury from the foregoing rests entirely with you.

Limitation of Warranty

The data and information contained in this web site are believed to be accurate, but are provided "as is" without warranty or condition of any kind, either express or implied including, but not limited to the implied warranties of merchantability and fitness for a particular purpose. In no event shall the Company be liable for any damages of any kind whatsoever, including any special, indirect, or consequential damages, relating to the use of this site except as otherwise limited by applicable law. The Company recommends only those applications for its products that are specified in its catalogues or other company literature, and hereby disclaims any liability for uses other than those specified. The products are warranted, if at all, only according to their terms and conditions of sale.

Indemnification

You agree to defend, indemnify and hold harmless the Company, its affiliates, licensees and their respective directors, officers, employees and agents from and against all liabilities, claims, damages, and expenses, including attorneys' fees, arising out of your use of the site, or your violation or alleged violation of the terms of this Agreement.

Other

This agreement shall be governed by and construed in accordance with the English laws without giving effect to any principles or conflicts of law. If any provision of this agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

Availability of the Website

The Company will always try to ensure that this Website is available 24 hours a day. If this is not the case, the company is not liable for any reason or loss caused by non availability of the site.
a) Access to this Website may be suspended temporarily and also without notice in the case of system failure, maintenance or updating.

Use of the Website

a) Any information you transmit or post to this Website shall be kept secure and not distributed to any third parties or agencies.
b) You are prohibited from posting or transmitting to or from this Website any material:
(I) that is offensive, threatening, obscene, indecent, pornographic, abusive, or liable to incite racial hatred,
(ii) For which you have not obtained all necessary licenses and/or approvals
(iv) Which constitutes or encourages conduct that would be considered a criminal offence or give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party
(v) electronically disruptive (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
c) You may not misuse the Website (including hacking).

Registering on the Site

a) Each registration is for a single user only. The Company does not permit you to share your user name and password with any other business or third party.
b) Responsibility for the security of any passwords issued by the Company or changed by yourself rests with you.
c) If an order is made through your registration, it will be treated as made by your company and you will be held liable for the debt and deemed to have made the transaction yourself, regardless of whether it was yourselves whom placed the order.

User Access

The Company, may at any time, in its sole discretion: (1) revoke the access of any user to this Site; (2) modify, change, withdraw, or delete this site and/or any of these conditions of use in whole or in part.

Delivery

We aim to deliver all orders within 2-7 days if the goods are in stock. If the goods you order are "Out of Stock" we will send out the order to you as soon as the product becomes available again. If we cannot source the item we will contact you to inform you.

Returns Policy

We want you to be happy with your purchase. Please check the goods on delivery and ensure that they are supplied correctly. If any of the goods prove to be unsuitable, please advise us immediately. If the goods are considered by us to be standard items, we will accept return: However, there will be a handling charge of 15%.

Termination

This agreement is effective until terminated by the Company, at any time without notice. In the event of termination, you are no longer authorized to access the bulletin boards, and the restrictions imposed on you with respect to material downloaded from the bulletin boards, the disclaimers and limitations of liabilities set forth in this agreement, shall survive.