Terms and Conditions

PHOENICIA CONDITIONS OF SALES

These Conditions of Sales (“Conditions”) govern all sales by Phoenicia Flat Glass Industries Ltd., Industrial Zone Ziporit, Nazareth Elite, Israel, 17106 (Phoenicia) to their customers (the "Customer"). The Customer agrees to these Conditions by placing orders with Phoenicia. In case of different or supplementary agreements or conflicting conditions, the express written consent of Phoenicia is required. Customer’s Conditions are expressly rejected. This also applies if Phoenicia in awareness of any conflicting or deviating terms and conditions on the part of Customer fulfills the agreement unconditionally. All orders for deliveries as well as any special conditions of warranties agreed to by Phoenicia require a written confirmation by Phoenicia. This requirement of form may only be waived by a written agreement.

 

1. Orders. Delivery and Quantity.

1.1. An order placed by Customer is considered an offer to purchase under these Conditions.  Phoenicia may accept or reject any order. A binding contract will arise only when Phoenicia confirms the Customer's order or delivers the goods. Price quotations or other communications of whatsoever nature from Phoenicia, do not constitute offers.

1.2. Information about delivery periods is indicative and non-binding unless Phoenicia's written confirmation expressly states the contrary. Partial deliveries are permitted.  A variation in the quantity delivered amounting to less than 2% of the quantity ordered is acceptable as proper performance, and the Customer will pay for the amount actually delivered. 

 

2. Inspection and Claims.

2.1. The Customer will, without undue delay, check each delivery from Phoenicia, and will immediately note any apparent defects on the delivery document. The Customer will then inspect all goods promptly as to possible defects that are not apparent. The Customer must provide specific information on defects without any delay after discovery, and in any event before the Customer transforms or sells the goods.  Phoenicia cannot be held liable for defects, which are not notified within such periods.

2.2. The transformation of the goods by the Customer entails the acceptance by the Customer of the delivered goods in the state in which they were delivered, Phoenicia cannot be held liable for any defect after a transformation.

2.3. The Customer will retain goods damaged in transit and defective goods for inspection by Phoenicia after notifying Phoenicia of the damage or defect, and will return such goods to Phoenicia at Phoenicia's request and expense. Phoenicia will have no liability whatsoever for any damage, defect or non-conformity if the relevant goods are not made available for inspection.

 

3. Payment and Credit; Expenses. Phoenicia may assign or subrogate its accounts receivable, and the Customer will pay for all goods on the terms printed on the invoice or other written notification submitted by Phoenicia. Phoenicia may establish credit terms for the Customer, change those terms, create or change credit limits or cease extending credit from time to time in its sole discretion. If Phoenicia accepts checks, bills of exchange or other commercial paper as a means of payment, payment will be deemed to occur only at the time that Phoenicia actually receives cleared funds in its bank. The Customer may not make any deduction or set-off from any payment without Phoenicia's prior written consent. Customer will pay all costs incurred by Phoenicia as a result of Customer’s special requests and any specific additional costs and reserves the right to impose extra charges for Customer’s delays in unloading trucks.

 

4. Late Payments and Cost of Enforcement. If the Customer fails to make a payment when due, this constitutes a fundamental breach of the contract and: (a) all amounts outstanding to Phoenicia, including any unearned settlement discounts, will become due immediately; (b) Phoenicia has the right to cancel any pending orders; and (c) the amount due will be automatically increased by the rate equal to that rate specified in the applicable legislation, and (d) all collection costs

 

5. Limits on Warranties and Damages.

5.1. Phoenicia warrants that the goods will be as described on the written order confirmation or on any other communication by Phoenicia including the invoice subject to tolerances and variations consistent with usages of the trade and with factory practices concerning dimensions, tolerances and variations consistent with practical testing and inspection methods. For specific goods, Phoenicia may provide handling and processing instructions and additional warranties. It is specifically acknowledged that Phoenicia's warrants and representations with regard to product characteristics and quality may vary and such representations are based on average performance or capacity. Phoenicia shall not be responsible for reasonable deviation from the product characteristics or quality included in its publications.

5.2. Phoenicia's sole liability under warranty or contract, or on any other basis, is limited to either replacement of the product or a refund of the purchase price at Phoenicia's option. No claim in relation to the goods will be

 

 

admissible after the use, manipulation, cutting or alteration of the goods by the Customer or any third party. Phoenicia shall have no liability for defects of whatsoever nature, resulting from the improper use, installation, processing or treatment of the goods. The Customer shall be liable for any loss resulting from the failure to apply professional standards, customary instructions and product instructions supplied by Phoenicia in relation to the goods. Phoenicia will not be liable for damages caused to third parties, for any consequential or indirect loss or for labor costs.

               

6. Reservation of Title.

6.1. Phoenicia reserves title to the goods delivered until full payment of the purchase price has been made and until the overall balance in Phoenicia's favor - future claims being included - has been cleared (goods subject to retention of title).

6.2. Any modification or processing of the goods subject to retention of title will be made on behalf of Phoenicia. Insofar as Customer fulfills its payment obligations to Phoenicia, Customer will have the right to resell such goods, however, only subject to retention of title. Other disposals, in particular pledging of the goods or transfer of ownership thereto by way of security will not be permitted. Phoenicia reserves the right to revoke the authority to resell or to process the delivered goods, if the Customer does not honour its obligations towards Phoenicia or if the financial situation of the Customer deteriorates considerably.

6.3 If third parties raise claims to the goods subject to retention of title, Customer will identify these goods as Phoenicia's property and notify Phoenicia without delay.

6.4 Customer now assigns to Phoenicia by way of security (a) all claims and ancillary rights that may arise from reselling the goods subject to retention of title or (b) from the Customer's business relationship with its customers in connection with the reselling of the goods subject to retention of title, each up to the amount of the value of these goods. Customer will be authorized and under the obligation to collect the assigned claims. Customer will be under the obligation to give Phoenicia all information required for the recovery of the claims and to hand over the relevant documents.

6.5 If Customer makes default in payment, Phoenicia shall further have the right to repossess the goods by marking them accordingly and, for this purpose, to have access to the Customer's premises. Phoenicia shall have the right to liquidate the repossessed goods plus accessories by way of free sale. Phoenicia shall not, upon liquidation of the delivered goods, waive its other claims against the Customer.  

 

7. Packaging and Transport Materials. When the order confirmation, delivery document or other written instruction from Phoenicia indicates that packaging and transport materials remain the property of Phoenicia, the Customer shall return all such materials without delay in good condition at his costs. The Customer will pay upon receipt of an invoice for any packaging and transport materials not returned within 5 days after a written request from Phoenicia.

 

8. General.

8.1 To the extent that any provision or a portion of any provision of these Conditions is determined to be illegal or unenforceable, the remainder of these Conditions will remain in full force and effect.

8.2. Special services or goods, such as transformation by Phoenicia of glass provided by the Customer, will be subject to additional terms and conditions established by Phoenicia for the particular operation.

8.3. These Conditions are governed by the laws of the State of Israel and the courts of this country shall have exclusive jurisdiction to resolve any dispute. The application of the United Nations Convention on Contracts for the International Sale of goods of 11 April 1980 is expressly excluded. (Version October 1, 2017)