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Updated: January 2023

These Terms of Use for Sales Platform and General Terms and Conditions of Sale (these “Terms of Sale“) set forth the general terms and conditions governing the access by buyer (together with its successors, heirs, Affiliates and subsidiaries, collectively, “Buyer” or “you“) to Rivulis Irrigation Ltd. (together with its successors, heirs, Affiliates and subsidiaries, collectively, “Seller” or “we“) e-commerce platform (“Platform“) providing information on the Seller’s Products (as defined below) and facilitating the ordering process of the Products. Each of Buyer and Seller is, individually, a “Party“, and collectively, the “Parties“.

By accessing the Platform, ordering, accepting delivery of, paying for or using any Products from Seller, Buyer agrees to accept and be legally bound by these Terms of Sale. In the event that Buyer has entered into a written supply agreement, distribution agreement, or other related sales contract that has been executed by the authorized representatives of both, Buyer and Seller (each, a “Sales Contract“), such Sales Agreement shall supersede and shall override these Terms of Sale to the extent of any conflict with these Terms of Sale. Additionally, to the extent that specific provisions agreed upon in writing, and executed by the Parties’ authorized representatives, in any business forms used by the Parties for the purposes of ordering, invoicing (including an Order Confirmation), the specific provisions shall supersede and shall override these Terms of Sale to the extent of any conflict with these Terms of Sales. Without such Sales Contract or specific provisions, these Terms of Sale, along with the provisions, if any, contained in the applicable Order Confirmation or other electronic confirmation of Seller, constitute the final, entire and exclusive agreement between the Parties concerning Seller’s sale of the Products to Buyer. In particular, no course of prior dealings between the Parties and no usage of trade shall be relevant in determining the meanings of this Terms of Sale. We reserve the right to modify these Terms of Sale at any time and to publish a notification of any material modification thereto via the Platform, and/or on our website, and/or in our invoices or purchase orders, and/or by any other means we will find appropriate. Buyer’s purchase of Products after the date any such changes become effective constitutes Buyer’s acceptance of the new Terms of Sale. The Terms of Sale posted on the Platform at the time that Buyer places any Purchase Order, shall govern such Purchase Order in question. In addition, Buyer will be subject to the Privacy Policy located at https://www.rivulis.com/privacy-policy/ (the “Privacy Policy“).

1. Definitions.

Capitalized terms used in these Terms of Sale shall have the meanings given to them, including as specified below:

1.1  “Action” means any claim, demand, action, lawsuit, arbitration, mediation, litigation, audit, inquiry, investigation, or proceeding brought by or before, or that could be brought by or before, any competent court, proceeding, or other Governmental Authority.

1.2  “Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” means the possession of the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities.

1.3 “Agreement” means, unless context otherwise requires, these Terms of Sale, each applicable Sales Contract, Order Confirmation and/ or invoices issued hereof and thereof.

1.4  “Seller’s Confidential Information” means all proprietary materials, data or other information constituting or otherwise regarding Seller’s know-how, trade secrets, other intellectual property rights, products, operations, processes, plans or intentions, product information, customers, market opportunities, business affairs, financial information, business information or objectives, that are customarily or reasonably considered to be confidential information by persons engaged in activities that are substantially similar to the activities being engaged in by Seller, and including all information derived from and/or otherwise related to the Platform and the use thereof. Confidential Information does not include any information that is (i) already legitimately known to Buyer prior to the date of disclosure to Buyer, (ii) publicly known prior to or after disclosure other than through unauthorized acts or omissions of Buyer, (iii) disclosed in good faith to Buyer by a third party lawfully and contractually entitled to make such disclosure, or (iv) independently developed by or for Buyer without the use of any Confidential Information of Seller.

1.5  “Governmental Authority” means any federal, state, provincial, or local, or foreign or multinational government or political subdivision thereof, court, tribunal, legislative body, administrative agency or commission or other governmental or regulatory authority, body or instrumentality or arbitrator, public or private, whether domestic or foreign, including any securities exchange or any other self-regulated organization or quasi-governmental authority or any public international organization exercising similar power and authority.

1.6  “Incoterms” means the applicable Incoterms Edition, published by the International Chamber of Commerce as specified in the Agreement. If no reference is made in the Agreement to a specific Incoterms Edition, then the terms of Incoterms 2010 Edition shall apply.

1.7  “Order Confirmation” means a written confirmation issued by Seller to Buyer as a response to a Purchase Order, confirming the Products to be supplied by Seller pursuant to the Agreement, prices, lead time and Delivery Option (as defined below).

1.8  “Laws” means all applicable laws (including common law), statutes, constitutions, rules, regulations, ordinances, codes, writs, directives, policies, guidelines, administrative interpretations, by-laws, rulings or treaties of any Governmental Authority and all applicable orders, in each case, that have binding legal effect.

1.9  “Person” means any individual, partnership, limited liability partnership, corporation, limited liability company, association, joint stock company, trust, estate, joint venture, unincorporated organization, or Governmental Authority.

1.10 “Product” means products or goods sold by Seller to Buyer pursuant to the Agreement. Seller reserves the right to change specifications and the designs of any Product without notice.

1.11 “Purchase Order” means an order issued by Buyer to Seller for the supply of Products by Seller, including without limitation, requested quantities, their related prices, dates and terms of delivery, in compliance with the Agreement. When issuing the order Buyer shall chose the applicable manner of delivery of the Products (pick-up by Buyer, delivery via a partner of Seller or via courier (such options, as may be changed from time to time, the “Delivery Option“)

1.12 “Representatives” means, with respect to any Person, such Person’s directors, managers, officers, members, partners, employees, consultants, agents, attorneys, advisors, and other representatives acting on behalf of such Person.

1.13 “Sanctioned Person” means any Person subject to comprehensive export control, trade and economic sanctions, anti-boycott requirements or other restrictive measures or sanctions by any applicable jurisdiction.

1.14 “Taxes” means any federal, state, provincial, local, or foreign tax, charge, duty or levy, including income, gross receipts, capital gains, license, payroll, employment, excise, margin, occupation, premium, stamp, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, escheat, abandoned or unclaimed property, property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, goods and services, harmonized sales, estimated or other tax of any kind whatsoever, imposed by any Governmental Authority, whether or not disputed, and including any installments in respect hereof and interest, penalty, or additions thereto.

2. ORDERING PROCEDURE.

2.1 Registration. To use the Platform, Buyer must register by creating an account (the “Account”) using its business email address and a password.  A confirmation of the activation of the Account will be sent to Buyer to the indicated email address. Only legal entities are allowed register to the Account. Buyer is solely responsible for keeping its password secret and secure and Buyer agrees to provide Seller with truthful and correct information about it as required by the registration process and update this information promptly as needed to ensure that it remains fair and complete. Buyer must notify Seller immediately of any breach of security or unauthorized use of its Account. An Account is not transferable. We reserve the right to refuse the registration of an Account for any reason we deem reasonable.

2.2 Buyer shall deliver Purchase Orders for the Products to Seller via the Platform, in accordance with Seller’s reasonable requirements, and shall provide Seller with no less than Seller’s minimum lead time for shipment for each Purchase Order.

2.3 Seller has the right, in its sole discretion, to accept or reject any Purchase Order. No Purchase Order (including any counteroffer or other offer) shall bind Seller, unless accepted and confirmed in writing (whether by an Order Confirmation, invoice or other reasonably acceptable confirming means) and subject to the satisfactory establishment of Buyer’s credit worthiness, in Seller’s sole discretion.

2.4 Seller shall deliver the quantities of the Product ordered by Buyer in accordance with Section ‎2.1 and may suspend or limit quantities of the Product ordered by Buyer in its sole discretion.

3. PRICES; PAYMENT TERMS.

3.1 With respect to each Product ordered by Buyer, the price payable by Buyer for the Product (the “Price”), shall be visible to Buyer via the Platform based on Buyer’s partner status with the Buyer and the binding Price shall be in the Order Confirmation issued by the Seller, confirming that is has received Buyer’s Order. Orders of a value of more than US$50,000 shall be subject to a specific price quote from Seller and Seller’s Order Confirmation.

3.2 Unless agreed otherwise at any Sales Contract, Seller may adjust the pricing for the Product, the delivery point, any service allowances, and payment terms, in each case, by notifying Buyer in writing, not less than 15-days prior to the effective date of such revised term. Notwithstanding the above, no price change shall apply to a Purchase Order previously accepted by Seller.

3.3 Any invoices issued to Buyer and such invoiced amounts, whether or not disputed by Buyer, shall be due and payable in full to Seller within the time period specified in such invoice. In the event of an invoice dispute, Buyer shall deliver a written statement to Seller no later than 10 days prior to the date payment is due, listing all disputed items and providing a reasonably detailed description of each disputed item. Except for any disputed amounts, all amounts invoiced by Seller shall be deemed approved and shall be paid in full within the time period specified in such invoice. The Parties shall seek to resolve all such disputes expeditiously and in good faith. Each Party shall continue its performance pending resolution of any good faith dispute, provided, that Buyer may not withhold and must pay disputed amounts.

3.4 Unless agreed otherwise in writing, all invoices shall be payable via wire transfer of immediately available funds into a bank designated by Seller to Buyer (not via the Platform). Any changes to Seller’s designated bank account must be (a) first, confirmed in a written instrument executed by a senior financial officer of Seller (e.g., chief financial officer, treasurer, controller, or director of accounting, as applicable) in writing, and (b) second, following such written confirmation, confirmed by Buyer with Seller pursuant to either a telephone conversation or video call with the known Seller’s contact person. Any payment not made in accordance with these Terms of Sale do not release Buyer’s obligation to pay such invoiced amounts hereunder.

3.5 In the event Buyer fails to pay for any delivery of Products when such payment becomes due pursuant to these Terms of Sale or any such other Agreement, such non-payment shall constitute a material breach of these Terms of Sale, and Seller, without prejudice to any other available right or remedy, may terminate or suspend future deliveries of Products to Buyer, unless and until such payment breach is cured. In addition, if Buyer’s financial worthiness becomes unsatisfactory to Seller, Seller may: (i) elect to withhold future shipments of Product until Buyer’s financial credit worthiness has been established to Seller’s reasonable satisfaction; (ii) require Buyer to make advanced payments as to future shipments; (iii) require other reasonable security for payment before future shipments of Product are provided to Buyer including without limitation, Buyer’s financial statements for Seller’s review, a letter of credit by an entity approved by Seller, or a payment guarantee by a parent or affiliate of Buyer; or (iv) demand return from Buyer of any Product already delivered for which payment has not been made. Buyer shall be liable under the aforesaid circumstances for any and all losses and damages Seller may suffer related thereto.

3.6 Without limiting Seller’s rights and remedies hereunder, any invoices not paid by their respective due date shall bear interest at a rate per month equal to 1.5% or the maximum rate allowed by applicable law, from and including the date the relevant payment was due until but excluding the date that such amount (plus accrued interest) is received in full by Seller. In addition to Seller’s rights in Section ‎3.5 above, in the event of non-payment: (a) Buyer shall pay to Seller, all reasonable costs and expenses (including reasonable attorneys’ fees and expenses or other costs of collection); and (b) Seller may set off (including by set-off, offset, netting, or recoupment across or within each or all of any other commercial agreement among the Parties) any and all sums, amounts or other obligations owed by Buyer to Seller against any sums, amounts or other obligations owed by Seller to Buyer. For the avoidance of doubt, Buyer shall not be entitled nor have any right to offset or withhold any amounts owed (or to become due and owing) to Seller, against any other amount owed (or to become due and owing) to it by Seller, or as a result of any claim or allegation that payment has been made to a third-party claiming to be Seller.

3.7 The foregoing is in addition to, and not in limitation of, any other right or remedy available to Seller (including, without limitation, any right of setoff, offset, netting, or recoupment), whether arising under these Term of Sale or any other agreement or under applicable Law, in equity, or otherwise.

3.8 Unless otherwise provided herein, title to the Products shall pass from Seller to Buyer when Seller has received payment in full. Risk of loss, damage and contamination for the Products shall pass from Seller to Buyer in accordance with the applicable Incoterms.

3.9 The Parties acknowledge and agree that the Price for the Products is net of all sales, use and transfer taxes, and other similar Taxes (excluding, for the avoidance of doubt, any net income taxes and, to the extent imposed in lieu of net income taxes, franchise, excise, or branch profits taxes) (collectively, “Buyer Taxes”). All Buyer Taxes (except for such charges which are within Seller’s reasonable ability to lawfully avoid) now or hereafter imposed with respect to the Agreement (including on the sale of Products or remittance of funds in payment for Products hereunder) shall be paid by Buyer (to the extent that such Buyer Taxes are not already included in the price calculation and unless the Buyer has provided a tax exemption to the satisfaction of the Seller). If such Buyer Taxes required to be paid by Buyer hereunder are paid by Seller, Buyer shall reimburse Seller for such Buyer Taxes within 10-days of receipt of written notice from Seller.

4. DELIVERY; INSPECTION.

4.1 Delivery of Products shall be made in accordance with the Delivery Option specified in the Order Confirmation. Each shipment will constitute a separate sale and Buyer shall pay for the Products shipped, in accordance with the payment terms specified in Section ‎3.4, whether such shipment is in whole or partial fulfillment of an Order Confirmation.

4.2 Seller shall not be responsible for any failure or delay of any Product to be delivered to Buyer’s facility under the Agreement. Seller’s sole responsibility for delivering the Product shall be limited to the location specified in the Order Confirmation and shall not obligated to tender delivery of any quantities for which Buyer has not provided reasonable and specific shipping instructions for such Product. In the event that Buyer fails or refuses to accept delivery of Product following arrival of Product to Buyer, Buyer shall indemnify Seller with respect to any and all fees, costs and expenses attributable to such delay, and Seller may (a) exercise its termination rights, with respect to not yet delivered quantities of Product pursuant to a confirmed Purchase Order; (b) store such Product, at Buyer’s expense; or (c) sell such Product, with all proceeds from such sale being applied to any indebtedness owed to Seller from Buyer, provided, however, that Seller reserves the right to seek a judgment against Buyer for any deficiency remaining on account after the conclusion of such sale.

4.3 Product warranties are specified in the “Limited Product Warranty” located at Limited Product Warranty (rivulis.com) (the “Product Warranties“).

5. FORCE MAJEURE.

The obligations of Seller or Buyer hereunder shall be suspended during the period and to the extent that Seller is prevented or hindered from performance hereunder, or Buyer is prevented or hindered from purchasing and receiving Products hereunder, due to any causes beyond such Party’s reasonable control, (such causes, “Force Majeure Events”), including without limitation: (i) acts of God, (ii) flood, fire or explosion, (iii) war, invasion, riot or other civil unrest, (iv) laws, (v) embargoes or blockades in effect on or after the date of the Agreement, (vi) action by any Governmental Authority, including sanctions, (vii) national or regional emergency, (viii) strikes, labor stoppages or slowdowns or other industrial disturbances, (ix) a pandemic, or (x) shortage of adequate power or transportation facilities. For clarity and for the avoidance of doubt, the economic hardship of either Party shall not constitute a Force Majeure Event. The Party suffering a Force Majeure Event shall give notice of suspension as soon as reasonably practicable to the other Party stating the date and extent of such suspension and the cause thereof and shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. Neither Buyer nor Seller shall be liable for the nonperformance or delay in performance of such Party’s obligations under the Agreement (other than Buyer’s payment obligations) when such failure is due to a Force Majeure Event. Any Party whose performance has not been hindered by the Force Majeure Event, shall have the right, if such Party has not received a notice of cessation of the Force Majeure Event within 60 days of the beginning date of such event, either immediately or at any time while the Force Majeure Event is continuing, to terminate the Agreement effective as of the date specified in the notice of termination. In the event that Seller suffers any Force Majeure Event, it may, in its sole discretion, suspend or cancel all or any part of any delivery under the Agreement, allocate its available supply of Product, or other goods or materials (without being obligated to acquire additional supplies of Product, or other goods or materials or by locating and contracting with other Persons for the sale of Product, or other goods or new suppliers of raw materials) among itself, its Affiliates and its purchasers. A Force Majeure Event shall not exempt either Party from its obligation to make payments according to the terms of the Agreement.

6. WARRANTIES; DISCLAIMER OF WARRANTIES; LIMITATIONS OF LIABILITY.

6.1 THE PLATFORM AND RECOMMENDATIONS BUYER MAY OBTAIN THROUGH THE PLATFORM OR USE OF THE PRODUCTS, ALL ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS, IMPLIED OR STATUTORY. SELLER DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SELLER DOES NOT WARRANTS THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE PLATFORM WILL MEET BUYER’S REQUIREMENTS OR THAT ANY DEFECTS IN THE PLATFORM WILL BE CORRECTED. THERE MAY BE DELAYS, OMISSIONS AND INTERRUPTIONS IN THE AVAILABILITY OF THE PLATFORM. WITHOUT DEROGATING FROM THE FOREGOING, THE PARTIES ACKNOWLEDGE THAT THE PLATFORM IS PROVIDED IN A BETA VERSION, MEANING A NON-FINAL VERSION, AND THAT SUCH VERSION MAY SUFFER PROBLEMS, DIFFICULTIES TO OPERATE, ERRORS OR BUGS OF ANY KIND, INCLUDING THE PLATFORM COLLAPSE, SLOW ACTION, ETC. THE PLATFORM MAY BE TEMPORARILY UNAVAILABLE FOR SCHEDULED MAINTENANCE OR FOR UNSCHEDULED MAINTENANCE, EITHER BY SELLER OR BY THIRD-PARTY PROVIDERS, OR BECAUSE OF OTHER CAUSES BEYOND SELLER’S REASONABLE CONTROL, BUT SELLER SHALL USE REASONABLE EFFORTS THAT ANY SCHEDULED SERVICE DISRUPTION WILL OCCUR OUT OF BUSINESS HOURS AND TO PROVIDE ADVANCE NOTICE BY E-MAIL OF ANY SCHEDULED PLATFORM DISRUPTION. ALL IMAGES SHOWN VIA THE PLATFORM, ARE FOR ILLUSTRATION PURPOSES ONLY AND MAY NOT BE AN EXACT REPRESENTATION OF THE PRODUCTS AND SERVICES AVAILABLE VIA THE PLATFORM. SELLER RESERVES THE RIGHT TO CHANGE PRODUCT IMAGES AND SPECIFICATIONS AT ANY TIME WITHOUT NOTICE. ANY PRICES SHOWN IN THE IMAGES ARE FOR EXAMPLE ONLY AND MAY NOT BE ACCURATE AT THE TIME THE CONTENT IS PRESENTED.

6.2 SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (INCLUDING WITH RESPECT TO THE PRODUCTS OTHER AS SPECIFICALLY SPECIFIED IN THE PRODUCT WARRANTIES), AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. Without limiting the foregoing in any manner, Seller assumes no liability for any technical advice given to Buyer or the results obtained there from, all such advice being given and accepted at Buyer’s sole risk. Buyer should consult with an irrigation specialist and check the technical specifications for proper use of Products. Buyer’s sole remedies for failure by or on behalf of Seller to provide Product in the manner and quality required by the Agreement shall be the remedies set forth in the applicable Product Warranties.

6.3 APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO TO THAT EXTENT SUCH EXCLUSIONS MAY NOT APPLY.

6.4 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS OF SALE, SELLER’S AND ITS AFFILIATES’ TOTAL, AGGREGATE LIABILITY UNDER, IN CONNECTION WITH, OR RELATED TO THESE TERMS OF SALE, THE PLATFORM, THE AGREEMENT OR OTHER AGREEMENT HEREUNDER, FOR ANY AND ALL LOSSES AND DAMAGES ARISING OUT OF ANY CAUSE WHATSOEVER (WHETHER SUCH CAUSE BE BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE) SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE PRODUCTS GIVING RISE TO SUCH CAUSE ACTUALLY RECEIVED BY SELLER.

6.5 NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE AGREEMENT, IN NO EVENT SELLER OR ANY OF ITS AFFILIATES BE LIABLE TO THE BUYER FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, CROP LOSS OR DAMAGE TO CROPS, OPERATING COST, CONTINGENT LIABILITIES, WHICH MAY INCLUDE BUT ARE NOT LIMITED TO THE REMOVAL OF OTHER VEGETATION, CUSTOM FIXTURES OR THE NEED FOR CRANE/EQUIPMENT RENTAL FOR REMOVAL, LOST PROFITS, DATA, OR REVENUE, OR BUSINESS INTERRUPTION, OF ANY KIND IN CONNECTION WITH THE TERMS OF SALE, USE OF THE PLATFORM, USE OF PRODUCTS, OR OTHERWISE, EVEN IF SELLER OR AFFILIATE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION ‎6.4 SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY HEREIN OR ANY PROVISION OF THE AGREEMENT.

6.6 Without derogating from any liability by applicable law, Buyer agrees it shall bear sole liability for or in connection with: (i) the receipt, handling, storage, processing, or use of Product while the Product is in the possession or control of Buyer or of any third parties to whom Buyer sold, distributed, transferred or otherwise supplied, directly or indirectly, Products supplied to Buyer pursuant to the Agreement, (ii) Buyer’s implementation of any advice regarding the transportation, handling, storage, loading, unloading, installation or use of the Products, (iii) Buyer’s non-compliance with these Terms of Sale, the Agreement, the Privacy Policy or any other policy documents and guidelines as may be posted on the Seller’s website, or provided by the Seller, (iv) for any negligence or willful misconduct of Buyer or anyone on its behalf, and (v) any Action alleging any liability arising under or pursuant to any Laws relating to protection of human health (including failure to warn of such exposure) or the environment, safety, or any clean-up response, removal or remediation required by a Governmental Authority related to any environmental condition affecting the air, soil, surface waters, ground waters or streams.

7. COMPLIANCE WITH LAWS AND POLICIES.

7.1 Buyer shall convey to its Affiliates and its Representatives at all tiers, including customers, employees, and any other relevant business partners who may use the Seller’s Products supplied hereunder, all information provided by the Seller to the Buyer, by any means of communication, with respect to the use of the Products, including without limitation, specifications, use instructions, manuals, safety instructions, safety data sheet, etc. For the avoidance of doubt, any information provided by Seller to Buyer, including any case study outcomes with respect to of the Products, are for informational purposes only and actual results of use may vary. Any literature provided by Buyer has been compiled for worldwide circulation and the descriptions, photos, and information are for general purpose use only. Buyer should consult with an irrigation specialist and technical specifications for proper use of Seller’s Products.

7.2 Buyer shall, and shall require its Affiliates and its Representatives at all tiers, to comply with all Laws in connection with its performance under the Agreement, including but not limited to Laws pertaining to the protection of the environment, health and safety.

7.3 Seller has adopted a code of ethics and an Anti-Bribery and Anti Corruption Policy, the latter of which was made available to Seller’s business partners, and both of which are available upon request (together herein – “Code of Ethics”). Buyer shall undertake to conform its performance with the standards and expectations provided in the Code of Ethics in all matters relating to its commercial relationship with Seller, its Affiliates and its Representatives

7.4 Buyer shall comply with all applicable Laws relating to anti-corruption, competition law and foreign trade controls (export controls and sanctions laws of the UN, the EU, Israel and US or other relevant jurisdiction). In particular, (a) Buyer confirms to Seller that it is not a Sanctioned Person, (b) that the Products sold hereunder is not intended (i) for supply to any Sanctioned Persons, (ii) for use in the production of goods to be directly or indirectly supplied exclusively or predominantly to any Sanctioned Persons, or (iii) for any other purpose in violation of foreign trade controls; (c) Buyer shall not deal, or cause Seller to deal, directly or indirectly, with any Person in respect of transactions prohibited by foreign trade controls or which could damage Seller’s commercial or other reputation interest, even if not in violation of any foreign trade controls, and (d) Buyer shall not give, promise or attempt to give or approve the giving of anything of value to any Person, for illegal purposes or for improperly obtaining or retaining business.
Buyer shall maintain adequate records in order to verify its compliance with the provisions under this Sections ‎7 and ‎8, and it shall permit Seller to audit such records if Seller believes that Buyer is in breach of these provisions or in case of any investigation by or allegation from any applicable public authority regarding potential violations of relevant laws involving these matters. Parties shall cooperate in any such audit and otherwise in providing documentation relating to any such dispute or investigation. If Buyer breaches any of its obligations or representations in this Section, Seller may terminate the Agreement with immediate effect without incurring any liability.

7.5 Buyer shall promptly notify and report to Seller any suspected non-compliance with the provisions of Sections ‎7 and ‎8. For the avoidance of doubt, Buyer shall be fully responsible and liable for activity performed or undertake by any Representative, Affiliate or their respective Representatives, delegate or subcontractor, and any act or omission, including a violation of the matters set forth in Section 8by any such Person in connection with such activity shall be deemed to be an act or omission of Buyer.

8. DATA PRIVACY.

At all times, each of Seller and Buyer shall be in material compliance with all applicable Laws governing the data security, data privacy, or the collection, use, storage, processing, transfer or disclosure of personally identifiable information. Each of Seller and Buyer shall employ industry-standard controls for the protection of personally identifiable information, including in the selection and oversight of third parties provided with or provided access to personally identifiable information.

9. TERMINATION; REMEDIES.

9.1 Without limiting Seller’s rights and remedies hereunder, Buyer agrees that Seller, in its sole discretion:(i) may suspend or terminate Buyer’s Account (or any part thereof) for lack of use or if Seller believes that Buyer has violated or acted inconsistently with the letter or spirit of these Terms of Sale, and (ii) may terminate any access to the Platform and remove and discard any content within the Platform for any reason in its sole discretion. Buyer agrees that any termination of the access to the Platform under any provision of this Terms of Sales may be effected without prior notice, and acknowledges and agrees that Seller may immediately deactivate or delete the Account and all related information and files in the Account and/or bar any further access to such files or the Platform. Further, you agree that Seller will not be liable to Buyer or any third party for any termination of your access to the Platform and/or deactivation of your Account.

9.2 Buyer can delete its Account at any time.

9.3 Any engagement between the Buyer and Seller and consequently the Agreement may be terminated by Seller upon written notice to Buyer in the event that: (a) Buyer commits a breach of any of the terms and conditions of the Agreement applicable to it and, if such breach is capable of being cured, fails to cure such breach within 14 calendar days (or, if it is a payment-related breach, 5 calendar days) after receipt of written notice from Seller specifying such breach; (b) a court or Governmental Authority of competent jurisdiction enters an order appointing a custodian, receiver, trustee or other officer with similar powers with respect to Buyer or with respect to a substantial part of its property, or if an order for relief is entered in any case or proceeding for liquidation or reorganization or otherwise to take advantage of any bankruptcy or insolvency Law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of Buyer, or if any petition for any such relief is filed against Buyer and such petition is not dismissed within 60 days; or (c) any Buyer change of control transaction, involving the (i) acquisition or transfer by any Person (including an Affiliate) of more than 50% of the voting securities of Buyer, including any such acquisition way of a merger, consolidation or reorganization (including pursuant to applicable bankruptcy Law), or series of such related transactions, involving Buyer; or (ii) a merger, sale, assignment or other transfer of all or substantially all of Buyer’s assets. For purposes of this definition, “control” means the possession of the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

9.4 Termination or expiry of these Terms of Sale (including by revocation of the Account) shall not prejudice any rights and remedies of either Buyer or Seller which may have accrued under this Terms of Sale up to the date of termination or expiry, and shall not affect any provision of this Terms of Sale which is expressly or by implication intended to come into or remain in effect on or after termination or expiry including this clause.

9.5 Expiration or termination of these Terms of Sale (including by revocation of the Account): (a) shall not affect the amounts due under these Terms of Sale by either party that exist as of the date of expiration or termination, and (b) outstanding Purchase Orders for Products shall continue to be in effect, unless Seller cancels the Purchase Order pursuant to Sections ‎9.1 and/or ‎9.3 herein.

10. CONFIDENTIALITY INFORMATION; INTELLECTUAL PROPERTY.

10.1 Buyer shall not use or disclose to third parties any Seller’s Confidential Information, except that such information may be (i) disclosed by Buyer to its Representatives who are obliged towards Buyer to confidentiality under confidentiality provisions substantially equivalent or similar to, or more stringent than, those in the Agreement, for the purpose of such Party performing its obligations, and exercising its rights, under the Agreement, or (ii) disclosed by Buyer to the extent required by Law or as ordered by a court, regulatory body or other Governmental Authorities having competent jurisdiction that is asserting a right to obtain such information. In the case of a required disclosure under the foregoing Section ‎10.1(ii), Buyer shall promptly notify Seller and shall provide reasonable assistance, if reasonably requested by, and at the sole cost and expense of, Seller, in order to assist in Seller’s attempts to prevent or limit the compelled disclosure. If the disclosure has not been prevented or limited, then only such portion of the Seller’s Confidential Information as specifically required shall be disclosed.

10.2 Buyer acknowledges and agrees that nothing in these Terms of Sale shall be construed to grant Buyer any right, title or license to any patents, trade secrets, know-how, trademarks together with all associated goodwill, and any other intellectual property rights with respect to the Products supplied hereunder and/or with respect to the Platform or the services provided hereunder, all of which are and shall exclusively owned by Seller. Buyer represents, warrants and covenants that it shall not copy, modify, reverse engineer, decompile, enhance, or make any derivative works of the Products, the Platform (or any part thereof), nor shall it copy, modify, translate or create any derivate work relating to or concerning the Products’ or the Platform’s documentation or materials. Buyer shall not use any of Seller’s trademarks, service marks or trade names without the prior consent of Seller in writing signed by an authorized representative of Seller. Any such authorized use shall be in accordance with the Seller’s branding guidelines provided by Seller as may be amended from time to time. Buyer will conduct its business in a manner that reflects favorably at all times on the Products and the good name, goodwill and reputation of the Seller.

11. RESPONSIBLE PRACTICES.

11.1 Buyer acknowledges that Seller has furnished or made available, or shall furnish or make available upon request, product literature or information, and labels that include warnings, safety and health information related to the Product being furnished hereunder. Buyer shall: (a) familiarize itself with all such information; (b) adopt and follow safe handling, storage, transportation, use, treatment and disposal practices with respect to the Product; (c) fully and adequately instruct and inform its Representatives and customers of the precautions and safe use practices required in connection with the unloading, handling, storage, use, transportation and disposal of the Product furnished hereunder; and (d) comply with applicable Laws pertaining to the protection of the environment, health and safety and take action necessary to avoid spills or other dangers to Persons, property or the environment.

11.2 Buyer represents and warrants to Seller that Buyer is a professional user, and if Buyer is a reseller, then Buyer shall ensure to sell to end users who are professional users, experienced and knowledgeable regarding how to properly and safely handle, store, dispose of, and use the Products.

12. GOVERNING LAW; JURISDICTION; JURY TRIAL WAIVER.

12.1 These Terms of Sale and all claims arising out of or relating to these Terms of Sale and the transactions contemplated hereby, shall be governed by the Laws of Seller’s principal place of business without giving effect to any choice or conflict of law provision or rule (whether of Seller’s principal place of business or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the Laws of Seller’s principal place of business.

12.2 Each of the Parties irrevocably submits to the exclusive jurisdiction of the courts located in the jurisdiction where either at the Seller’s discretion (a) Seller’s principal place of business or (b) Seller’s registered office, is located for the purpose of any Action, whether in law or in equity, whether based on contract, tort or otherwise, arising out of or relating to these Terms of Sale or any transaction contemplated hereby (and agrees not to commence or support any Person in any such Action relating hereto except in such courts). Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any Action, of any kind or description, whether in law or in equity, whether based on contract, tort or otherwise, arising out of or relating to these Terms of Sale or the transactions contemplated hereby in the courts located in the jurisdiction where either (a) Seller’s principal place of business or (b) Seller’s registered office is located, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Action brought in any such court has been brought in an inconvenient forum. Notwithstanding the foregoing, each Party agrees that a final judgment in any Action so brought shall be conclusive and may be enforced by suit on the judgment in any jurisdiction or in any other manner provided in law or in equity. The United Nations Convention of Contracts for the International Sale of Goods is disclaimed and shall have no application to these Terms of Sale.

12.3 EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER IN LAW OR IN EQUITY, WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THESE TERMS OF SALE, THE TRANSACTIONS CONTEMPLATED BY THESE TERMS OF SALE OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

13. BINDING EFFECT; ASSIGNMENT.

These Terms of Sale shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. No other Person that is not a Party shall be entitled to the benefits of these Terms of Sale. Neither these Terms of Sale, nor any of the rights, interests or obligations hereunder, shall be assigned or otherwise transferred by either Party without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned, or delayed), and any attempted assignment or other transfer, without such consent, shall be null and void; provided, however, that Seller may, without Buyer’s prior written consent, assign and otherwise transfer the Agreement to (a) any of its Affiliates; and (b) to a successor in interest, or to any other third party in connection with any receivables assignment, or a merger, sale of all or substantially all of Seller’s assets of shares, or in connection with a change of control of Seller. For the clarity and the avoidance of doubt, any indirect or direct change of control with respect to Buyer shall be considered an assignment for purposes of this Section‎13.

14. EXTENSION; WAIVER.

Subject to the express limitations herein, the Parties may (a) extend the time for the performance of any of the obligations or other acts of the other Party, (b) waive any breach of any of the representations and warranties herein by the other Party or (c) waive compliance with any of the covenants or the satisfaction of any of the conditions herein. Any agreement on the part of any Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed by or on behalf of such Party. No failure or delay on the part of any Party hereto in the exercise of any right hereunder shall impair such right or be construed as a waiver of, or acquiescence in, any breach of any representation or warranty, compliance with any covenant or satisfaction of any condition herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other right.

15. SEVERABILITY.

If any provision or the application of any such provision to any Person or circumstance shall be declared by any court of competent jurisdiction to be invalid, illegal, void or unenforceable in any respect, all other provisions of these Terms of Sale, or the application of such provision to Persons or circumstances other than those as to which it has been held invalid, illegal, void or unenforceable, shall nevertheless remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination that any provision, or the application of any such provision, is invalid, illegal, void or unenforceable, the Parties shall negotiate in good faith to modify the Agreement so as to effect the original intent of the Parties as closely as possible to the fullest extent permitted by Law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the greatest extent possible.

16. NOTICES.

EXCEPT AS OTHERWISE PERMITTED IN THESE TERMS OF SALE, NOTICES UNDER THIS THESE TERMS OF SALE SHALL BE IN WRITING AND SHALL BE DEEMED TO HAVE BEEN GIVEN (A) FIVE (5) BUSINESS DAYS AFTER MAILING IF SENT BY REGISTERED OR CERTIFIED MAIL, (B) ONE DAY WHEN TRANSMITTED IF SENT BY EMAIL AND ELECTRONICALLY CONFIRMED DELIVERY, OR (C) WHEN DELIVERED IF DELIVERED PERSONALLY OR SENT BY EXPRESS COURIER SERVICE. ALL NOTICES SHALL BE SENT TO THE OTHER PARTY: (I) IF TO THE SELLER AT RIVULIS IRRIGATION LTD. MENIVIM TOWER, 9TH FLOOR, 1 HATAHANA STREET, KFAR SABA 4453001, ISRAEL; AND AT GVAT  3657900   ADDRESSED TO ITS GENERAL COUNSEL: EINAT.SLOTKY@RIVULIS.COM AND TO ITS CHIEF MARKETING OFFICER: ADI.MANNOR@RIVULIS.COM, AND (II) IF TO BUYER TO THE ADDRESS THAT IS REGISTERED WITHIN THE PLATFORM OR IN OTHER OF RIVULIS CUSTOMER DATA BASES, TO THE ATTENTION OF THE CONTACT PERSON OR REPRESENTATIVE OF BUYER LISTED THEREIN.

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