Terms and Conditions

Terms and Conditions - Sale of Products

These Terms and Conditions ("T&C") govern the order, sale and use of the Products, in accordance with the Order (all capitalized terms are defined below).

The Products defined below are offered for purchase on-line, for use in industrial/commercial/public plants and installations that use a significant amount of water in their operations, and must ensure that once the excess quantities of water enter the public water treatment systems (regional systems, etc.), the level of un-desirable materials in the water will not exceed a certain level.

It must be noted here that the Products are not presented as an all-around solution for all types of un-desirable materials. The Products are indicated only for the materials described in the Technical Documents.

The process for the definition, quotation, order, confirmation and supply of the Products on-line, consists of the following steps:

  1. Potential Buyer sends to Seller a request for a quotation;
  2. Seller asks for the definition and technical details of the intended use, and Buyer provides these details;
  3. On the basis of such technical details, Seller prepares its quotation, and submits it to Buyer;
  4. Buyer submits an Order for the Products, which Order must refer the quotation and may not deviate from the quotation, except with Seller's written approval;
  5. (e) minimum quantity of Products in each Order – 10,000 capsules;
  6. The order must include a confirmation statement of the Buyer, by which the Buyer wholly accepts the provisions of these T&C, and confirms his review, awareness and understanding of the Technical Documents;
  7. Seller confirms the Order, and only at that point the Order becomes binding and irrevocable for both parties – Seller and Buyer;
  8. Buyer transmits to Seller's bank account the sum due for the Products in the Order;
  9. Seller delivers the Products to the Delivery Point – port of entry into the country where the installation site is located;
  10. Buyer clears the Products through customs in the said country, transports them to the installation site, and installs them there.

In these T&C, the following terms will have the following meaning:

"Buyer" means the buyer named in the Order.

"Seller" means BioCastle Water Technologies Ltd, a company formed under the laws of Israel.

"Products" means SBP capsules to be used for treatment of waste water, as more fully described in the Technical Documents.

"Technical Documents" - technical sheets, operation manual and MSDS document that are accessible on-line through the following link: ____________________.

"Order" means the confirmed quotation as per step (g) above.

These T&C, together with the Order and the Technical Documents, represent the full agreement between the Parties (the Seller and the Buyer) regarding the Products, and they cancel and replace all prior correspondence/negotiations/agreements/understandings related thereto. No other provisions will apply - unless specifically agreed to by both Parties.

Any change to the Order will be valid only if done in a written document and signed by the Parties.

The following terms and conditions will apply to the Order:

1. Supply of the Products

1.1 The Products will be delivered to Buyer at the Delivery Point (see step (i) above).

All risks of loss or damage related to the Products pass to Buyer at the Delivery Point. However, without derogating from the above, Buyer shall retain title to and/or money interest in the Products until full payment of all related invoices and charges.

1.2 Delivery date/s are as specified in the Order. Seller will make reasonable efforts to meet such delivery dates, but will not be liable for delays in deliveries when such delays are the result of causes beyond its reasonable control.

1.3 Buyer must inspect the Products upon receipt and notify Seller, in writing, within fourteen (14) days of receipt, of any shortage, inconsistency or other reservation Buyer may have concerning the Products. Should Buyer not submit such written notice within the aforesaid period, the Products shall be considered to fully comply with the Order, without derogating from Seller's warranty obligations as expressly set forth in these T&C.

1.4 The Products are delivered to Buyer for its own use, and not for resale. Buyer shall not transfer or otherwise allow access to the Products to any third party.

1.5 Buyer shall preserve Seller's labels on the Products, and shall not remove, cover or change them.

1.6 Buyer must transport, store, install, use and maintain the Products in strict compliance with the Technical Documents.

1.7 Subject only to the warranty provisions contained in these T&C, Buyer is exclusively responsible for whatever use that is made of the Products after delivery.

2. Price and Payment Terms

2.1 The price of the Products, and the payment terms, are as set forth in the Order.

3. Warranty; Limitation of Liabilities

3.1 Seller hereby warrants that the Products will be free of manufacture defects in workmanship and materials and will operate materially in accordance with the Technical Documents, all subject to and in accordance with the provisions and limitations expressly set forth below. The warranty liabilities of Seller are and shall be limited to the express terms set forth below.

3.2 The warranty period is three (3) months from the date of delivery or 1-2 months from the installation date (depending on the Product type), whichever is shorter (the "Warranty Period").

3.3 If any defects are found in any of the Products during the Warranty Period, Buyer will send to Seller the defective Products, with a "customer complaint" form filled as instructed by Seller. Seller will examine such Products, and will determine whether the defect is under the warranty.

If the defect is covered by warranty, and subject to the following proviso, Seller will ship to Buyer replacing Products as soon as practically possible. However, Buyer should expect that up to 6% of the capsules may be defective or may not be useable, and Seller will not be required to replace or grant credit for such quantity.

3.4 Seller shall have no obligation under the warranty to supply replacing Products if the defect is a result of any of the following: (i) provision of inaccurate or incomplete details as per step (b) above; (ii) accidents or force majeure events, or causes external to the Products; (iii) normal expiration of the usability period of the Products; (iv) fault or negligence of Buyer or any user or third party; (v) alteration or modification of the Products; (vi) transfer of the Products to any third party; (vii) handling, storage, installation or use of the Products not in compliance with the Technical Documents.

3.5 In this section, the term "Product Liability Damages" means bodily injury or damage to tangible property of third parties, arising from manufacture defects in the Products, to the extent such injuries and damages are sustained in the course of regular and reasonable use of the Products and not as a result of faulty handling, application or use of the Products. Should a third party sue Buyer for Product Liability Damages, it will be Seller's responsibility to defend the suit and compensate the injured or damaged third party, and Seller shall reimburse Buyer for any sums that are awarded to the injured third party against Buyer, all subject to the following undertakings: (i) Buyer shall promptly notify Seller in writing of any such claims, (ii) Buyer shall give Seller sole control over the conduct of the defense against such claims, and (iii) Buyer shall provide to Seller full assistance for handling such claims.

3.6 THE EXPRESS WARRANTIES AND OBLIGATIONS SET FORTH ABOVE ARE AND SHALL BE IN LIEU OF ALL OTHER WARRANTIES AND OBLIGATIONS OF SELLER, EXPRESS OR IMPLIED. EXCEPT TO THE EXTENT HEREIN PROVIDED, SELLER DOES NOT MAKE AND SHALL NOT BE DEEMED TO MAKE ANY WARRANTY WHATSOEVER TO BUYER, TO USERS OR TO ANY OTHER PERSON OR PARTY. SELLER SHALL NOT BE LIABLE IN ANY CASE FOR LOSS OF BUSINESS OR FOR ANY INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES CAUSED BY OR SUFFERED AS A RESAULT OF THE SALE OR USE OF THE PRODUCTS, EVEN IF SELLER IS NOTIFIED OR IS AWARE OF THE POSSIBILITY THEREOF.

4. Technology and Confidentiality

4.1 Buyer acknowledges that the Products embody highly confidential know-how, technology and trade secrets (all of which, whether patented or not, are herein referred to as the "Technology"). All intellectual property rights related to or embodied in the Technology are and shall always remain the exclusive property of Seller. Buyer will not, and will not authorize, enable or assist others to, copy, reverse engineer or imitate the Technology and the Products - with regard to technical features, design, form, external look or otherwise.

4.2 All know-how and information (technical, commercial and other) related to the Technology, the Products and Seller, which are revealed to Buyer or come to his/its knowledge as a result of the purchase and use of the Products, are confidential information of Seller and/or its business associates. Buyer undertakes to maintain the confidentiality of all aforesaid non-public information, and Buyer will not disclose or make any use or allow others to make use of any part of it, except in the operation of the Products.

4.3 The proprietary rights of Seller in any industrial property related to the Products and/or to the underlying Technology, will not be disputed by Buyer or anybody on its behalf.

4.4 Seller agrees, at its cost and expense, to defend any claim alleging infringement of a third party patent by the Products or their use, and Seller shall bear the damages which may be awarded to a third party against Buyer, all subject to the following undertakings: (i) Buyer shall promptly notify Seller in writing of any such patent claims, (ii) Buyer shall give Seller sole control over the conduct of the defense against such claims, and (iii) Buyer shall assist Seller in such defense. If a final injunction is obtained in such action as specified above against the use of a Product, or if in Seller opinion a Product is likely to become the subject of an infringement claim, Seller will grant Buyer a credit for the infringing Product and accept its return.

In no event shall the total liability of Seller under or as a result of an event as described in this section 4.4 exceed the explicit foregoing provisions.

5. Law and Jurisdiction

5.1 The exclusive law governing the Order and these T&C and their interpretation, performance or breach, is the law of the State of Israel, as it applies to agreements made and to be performed in Israel, without regard to “choice of law” provisions.

5.2 The courts of Israel (in the city of Haifa) will have exclusive jurisdiction over all claims arising out of or relating to this Agreement, and each Party hereby consents and submits to such exclusive jurisdiction.

5.3 However, in matters involving a breach or infringement of intellectual property rights and in matters involving failure to pay due amounts, Seller may seek injunctions or similar protective orders by the courts of any competent jurisdiction.

5.4 Judgments, verdicts and decrees of any of the aforesaid courts shall be enforceable against either Party in any country.