1. Prices And Payment
Unless stated otherwise in an Order, prices do not include accessory charges, in particular, but not limited to freight, insurance, storage, fees, custom duties, Federal, State or Local excise, sales or similar taxes and any other additional charges or taxes all of which are the responsibility of the Client.
Overdue payments will accrue interest at the rate of __% per month, or the maximum amount permitted by law.
Without prejudice to any further rights and remedies, in the event of a default in payment by the Client, Galcon shall be entitled to affect any outstanding deliveries against prepayment only or against the provision of securities.
For Agriculture, Waterworks, Galileo and GSI products
When purchasing GSI and Galileo controllers, the customer will pay a separate fee for cloud services and cellular communications.
Installation will be done by the customer/distributor unless agreed by the parties to be done by Galcon then the following terms will apply:
- The customer shall pay for Galcon technician`s out of pocket expenses including (among others): flights, accommodation and per day, in addition to the installation fee, which will be priced separately by Galcon.
- the customer has the responsibility to support the system also in case Galcon will do the installation.
- Cables for power and control are not included in the price.
- Customer is responsible to purchase a standard size SIM card with web browsing package when applied.
2. Delivery
Unless otherwise indicated in the Quotation, delivery terms are EXW (Kfar Blum, Israel) Incoterms 2020 (“Delivery”). Delivery dates are not guaranteed dates. Countdown for the Delivery dates, if provided in an Order, shall commence only when (a) Client has provided Gacon with all technical information and approvals to be procured by the Client necessary to process the Order have been provided to Galcon and/or (b) any agreed advance payments have been received by Galcon and/or any securities agreed upon have been provided.
Galcon is entitled to supply partial deliveries and to invoice them correspondingly.
3. Title, Risk Of Loss
Title to the Products will pass to Client upon payment in full for the Products, as stated in the Order.
Risk of loss or damage to the Products will pass to Client upon Delivery at delivery point, in accordance with Incoterms 2020.
Should Client fail to collect the Products on the scheduled Delivery Date, Galcon shall be entitled to store the Products at the cost and risk of the Client and to invoice them as if delivered.
4. Acceptance Of Products
Any claim for Product discrepancies (if at the time of the passage of risk the Products are clearly different from the specifications laid down in the Order or, lack of Products) shall be provided within 15 (fifteen) days from Delivery Date. Any Products, to which Client failed to notify Galcon in writing within the above time period, shall be deemed to have been accepted.
5. Warranty And Warranty Period
Galcon warrants that the Products shall be free from defects in material and workmanship under normal use and conform, in all material respects, to the respective Order in the terms and conditions detailed in the attached Warranty Certificate, that shall prevail over any other provisions for a period described (“Warranty”) .
Galcon makes no warranty, expressed or implied, as to the merchantability or fitness of the Products and/or Services ordered, for a particular purpose. It is the Client’s exclusive responsibility to identify the Products and/or Services best suitable for its needs, ensure that the Products and ensure compliance with all applicable regulations.
Without derogating from the generality of the above, Galcon does not guarantee that the Products and/or Services will remain compatible with or operate uninterrupted in connection with third-party infrastructure, communication networks, technologies, or components, including but not limited to cellular networks (e.g., 2G/3G/4G/5G), that may be modified, limited, or discontinued by third parties or authorities (the “Changes”), even if such Changes is a result of any change in relevant local regulations in the Client’s area of operation.
Galcon shall not be obligated to update, upgrade, or modify the Products and/or Services, or any part thereof, to maintain compatibility with such Changes, including cases where components or technologies used in the Products and/or Services reach end-of-life (EOL) or are no longer supported.
Any required adaptations, replacements, or upgrades resulting from such Changes shall be the sole responsibility of the Client.
Services provided to Client by Galcon (if any), including (but not limited to) training, supervision, commissioning, inspection, configuration and/or planning shall not derogate from Client’s responsibility specified above and Client hereby waives in full any claim or demand against Galcon, its affiliates, officers, workers, agents and anyone acting on its behalf, in connection with the Products and/or Services to their purpose.
6. Limitation Of Liability
Galcon’s overall liability, in connection with Products and/or Services specified in a specific Order and Client’s exclusive remedy in connection to the same, shall be limited to ________ $US, or the total consideration specified in such Order – whichever lower.
In no event shall Galcon, its affiliates, officers and or workers, be liable for any indirect, consequential, incidental, special, punitive, or exemplary damages, lost profits, or interruption of business losses, costs, or expenses of any kind. The parties expressly agree that the above limitation on damages is an allocation of risk constituting in part the consideration for the respective Order.
7. Force Majeure
Failure by Galcon to perform or deliver due to any causes beyond its control shall be deemed excusable during the period in which such cause of failure continues. Such causes may include, but not limited to acts of God, acts of Government or other authority (in sovereign or contractual capacity), accidents, fire, flood, epidemic, strike, freight embargo and unusual weather.
8. Licenses; Intellectual Property Rights And Indemnification
The sale of the Products furnished hereunder does not convey any license by implication, estoppel or otherwise under any proprietary, patent right or other intellectual property rights of Galcon covering the Products. Galcon retains all title and all rights to Intellectual property rights relating to the Products and/or drawings and other material.
9. Confidential Information
The content of a Quotation and an Order, Products, Services and the any other commercial and technical data referring to the business of Galcon and/or the Plasson Group is considered “Confidential Information”.
Client agrees to keep the Confidential Information in strict confidence and to use the Confidential Information only for purposes within the context of an Order.
10. Amendment; Waiver; Survival.
This Agreement may be amended only in writing signed by both parties. Any failure to enforce any provision of this Agreement is not a waiver of that provision or of either party’s right to later enforce each and every provision. The obligations under this Agreement that by their nature are intended to survive its expiration or termination will continue in full force and effect after its expiration or termination.
11. Assignment
Galcon is entitled to transfer rights and duties under any Order to third parties. No rights arising under the Order may be assigned by the Client unless expressly agreed upon in writing by Galcon.
12. Governing Law And Jurisdiction
The Quotation and/or Orders and/or these General Terms and all issues related to them, shall be governed exclusively by the Laws of the State of Israel, and any dispute arising out of or in connection with the same shall be exclusively referred to, and finalized by, the courts of Tel Aviv-Jaffa, Israel.
13. Notices
All notices in writing, will be deemed to have been delivered to the addressee immediately- if delivered by hand; and upon transmission; and within 14 (fourteen) business days – if sent by registered mail or international courier, as per the addresses of the Parties, indicated in the respective Order.