These General Terms and Conditions of Sale shall apply to all sales and deliveries from Advanced Lipids (together with its affiliates “ENZYMOTEC”) and will thus exclude application of any general or specific conditions or terms of the buyer.
All products delivered from Advanced Lipids under these General Terms and Conditions of Sale are hereafter referred to as the “Product“.
Deviations from the application of these General Terms and Conditions of Sale are accepted by Advanced Lipids only if approved in writing by an authorized Advanced Lipids executive.
DETAILS CONCERNING THE PRODUCTS Any details concerning weights, prices, technical qualities, expiry dates and other specifics of the Product shall be binding upon Advanced Lipids only if and to the extent this is expressly agreed upon in writing between Advanced Lipids and the buyer.
OFFER AND ACCEPTANCE All offers made by Advanced Lipids are valid only during the time period stated in the offer, if no time period is stated the offer is only valid during the day of the offer. No order shall be binding upon Advanced Lipids unless accepted in writing by Advanced Lipids.
DELIVERY AND TIME OF DELIVERY
Unless otherwise agreed in writing between the parties, the Product shall be delivered “EX WORKS” (in accordance with the latest prevailing version of “INCOTERMS”).
Unless otherwise agreed in writing between the parties, the Product should be delivered based on the schedule accepted in the relevant purchase order. In the event of successive purchase orders, each delivery shall be considered as a separate sale.
Approved Purchase Orders may not be cancelled, changed or postponed without Advanced Lipids’s consent. Any such request shall be made within 5 days following approval of the Purchase Order Advanced Lipids may deny it at its sole discretion, or require that buyer shall reimburse Advanced Lipids for all costs, materials, losses including, without limitation, costs for raw material, trading losses and labor costs and other expenses made in connection with the Purchase Order (“Expenses”).
The buyer shall be solely responsible to take delivery of the entire agreed quantity of a Product in accordance with the Purchase Order.
Advanced Lipids shall notify the buyer in case there is reason to believe that the delivery of the Product may be considerably delayed. The buyer shall be entitled to cancel the delivery in question within 3 business days as of the receipt of such notice, in case the delay causes the buyer considerable inconvenience conditional upon that the delay is not a consequence of force majeure in accordance with section 13 below.
In case a delay in delivery is caused by Advanced Lipids, the buyer shall be entitled to compensation for damages only if agreed separately in writing by Advanced Lipids. Advanced Lipids shall in no event be liable for any indirect or theoretical loss or damages or any indirect or consequential loss, costs or damages resulting from a delay in delivery.
Advanced Lipids shall at any time be entitled to deny or postpone a delivery in case Advanced Lipids has a legitimate reason to question the buyer’s ability to pay for deliveries, until buyer provides sufficient guarantee for the Purchase Order. However, Advanced Lipids shall not be entitled to non-performance of a delivery if, on request, the buyer pays for the delivery in advance.
TAXES, CHARGES, PERMITS, LICENCE All applicable taxes, charges, custom or import duties relating to the delivery of the Product in the country of destination shall be paid by the buyer, unless otherwise agreed in writing. The buyer shall further be responsible for obtaining necessary import license and any other required licenses and permits.
WEIGHT The quantity of the Product supplied may, without affecting the agreed Purchase Order price, deviate more or less than the agreed contract weight by up to five per cent (5%).
PRICE Advanced Lipids is entitled to adjust the Purchase Order price IF, before the delivery date, there are any unforeseen changes of materials, delivery or manufacturing costs. If the Purchase Order price is adjusted according to this section, Advanced Lipids shall inform the buyer as soon as possible after Advanced Lipids has received information about the changes giving rise to the price adjustment.
Payment shall be made when due according to agreed payment terms. If no specific payment terms have been agreed, payment shall be made no later than on the due date set out in the Advanced Lipids’s invoice. Invoice relating to delivery may be issued as per the date of loading of the Product for transport to the buyer.
In the event of any delay in payment, Advanced Lipids shall be entitled to interest on the unpaid amount from the due date of payment until the entire invoiced amount has been paid in full. Interest will accrue daily. The rate of interest shall per annum be the LIBOR rate at the time plus five percent (5%).
RETENTION OF SECURITY INTEREST Title over the Product shall pass through to customer as per the agreed-upon incoterms, however Advanced Lipids is granted a s security interest over the Products until the agreed price for the Product has been paid in full by the customer. Until such time, customer shall store the Product in an easily identifiable manner, separate from other products, and distinctly marked as being subject to a charge, lien or a purchase money security interest for the benefit of Advanced Lipids.
DEFECTS AND SHORTAGE
Should the Product, as delivered, not conform with the specifications agreed in writing or mandatory applicable laws or regulations in the country where the Product is manufactured, or should the quantity of delivered Product deviate from the agreed quantity, Advanced Lipids shall, at its own discretion and at its own cost, either deliver new Product or refund such proportion of the purchase price received corresponding to the relevant defect or shortage.
Advanced Lipids shall in no event be liable for the suitability of the Product for its intended use or its fitness for a particular purpose. Advanced Lipids shall further in no event be liable for defects or shortage of Product when caused by the customer’s inappropriate or improper use or storage of the Product or by the customer otherwise not adhering to instructions given by Advanced Lipids regarding handling of the Product in any respect.
The customer shall carefully examine the Product upon delivery and without delay report to Advanced Lipids in writing any defects or shortage as set forth in section 10.1 above. Any claim from the customer must, in order to be valid, be made to Advanced Lipids prior to the Product or any part thereof is used or put into production. Any claim towards Advanced Lipids on account of any defect or shortage shall, in any case, be deemed waived by the customer unless submitted to Advanced Lipids in writing not later than five (5) business days from receipt of shipment. Advanced Lipids shall be given reasonable opportunity to investigate all claims from the customer.
Any notice of any claim shall be specified and state the alleged defect or shortage as well as the delivery date of the Product. Advanced Lipids shall be entitled to examine any delivery with an alleged defect or shortage. Advanced Lipids shall, in the event Advanced Lipids accepts to deliver a new Product, at its own cost, collect the defective Product.
Advanced Lipids shall not be liable in relation to any recall costs, bodily injury or damage to property (product liability damage) caused by the Product if such occurs after the Product has been delivered, unless the relevant injury or damage has been caused solely by defects in the Product as qualified in section 10.1 above and provided that such defects could not reasonably been identified by the customer and that the defects have been caused by negligence on the part of Advanced Lipids.
If Advanced Lipids incurs liability towards any third party due to the Product delivered to the customer and given that Advanced Lipids is not liable in relation hereto under these General Terms, then the customer shall indemnify, defend and hold Advanced Lipids harmless in relation to any such liability.
Advanced Lipids’ liability as set forth in section 11.1 above shall be limited to the consideration under the purchase order, if relates to damage to property and in any other case shall be limited to one million US dollars ($1,000,000) per each occurrence and in the aggregate.
Any claim towards Advanced Lipids on account of recall, bodily injury or damage to property as described in section 11.1 shall be deemed waived by the customer, unless submitted to Advanced Lipids in writing not later than sixty (60) days from the date the Product or any part thereof was used.
LIMITATION OF LIABILITY Advanced Lipids SHALL HAVE NO LIABILITY IN RELATION TO THE PRODUCT EXCEPT AS SPECIFIED IN THESE GENERAL TERMS. FOR THE AVOIDANCE OF DOUBT, Advanced Lipids SHALL NOT BE LIABLE FOR ANY LOSS OF PRODUCTION, LOSS OF PROFIT OR ANY OTHER PURE ECONOMIC LOSS OR DAMAGES OR ANY INDIRECT OR CONSEQUENTIAL LOSS, COSTS OR DAMAGES, IRRESPECTIVE OF IF SUCH HAS BEEN CAUSED BY A DEFECTIVE, OR SHORTAGE OF PRODUCT OR NOT.
FORCE MAJEURE Advanced Lipids shall not be liable for any non-performance of its obligations caused by circumstances beyond Advanced Lipids’s control, which prevent or considerably obstruct production, delivery or freight of the Product until such obstacle has been removed (force majeure). Such circumstances shall be deemed to include difficulties to procure raw materials for the Product as well as other difficulties and disturbances such as, including but not limited to, political unrest, military conflict, labor conflicts, fire or other accident, flooding, fuel or power shortages, transportation shortages, obstacles or interruptions regarding transportation at sea and contaminations, breakdowns or interruptions of any kind as regards Advanced Lipids’ equipment or facilities, which are deemed necessary for the performance of Advanced Lipids’ obligations.
DISPUTES AND GOVERNING LAW Any dispute arising out of or in connection with the delivery of Products shall be finally settled by arbitration in accordance with the Rules of the ICC Arbitration Court. The arbitration proceedings shall take place in Tel-Aviv, Israel. Notwithstanding, Advanced Lipids shall also be entitled to apply directly to any competent court of law, in cases of default in payment.
These General Terms and Conditions of Sale and any other agreement between Advanced Lipids and the customer shall be governed by Israeli law, without regard to its principles of conflict of laws.
These General Terms and Conditions of Sale are valid as of September, 1st 2017