General Terms and Conditions
General Terms and Conditions for Delivery and Payment of:
Eydenberg Retail Projects Ltd. (איידנברג ריטייל פרוגיקטס בע”מ)
Ha’arava 1, Giv’at Shmuel
Private Co./VAT no.: 515879526
ARTICLE 1: APPLICABILITY
- These terms and conditions shall be deemed to be an integral and inseparable part of any order submitted by the other party to obtain s advice and/or guidance and/or the execution of activities such as, but not limited to, the creation of interior concepts, displays, materials, designs, drawings, furnishings, architectural designs, etc. (“Services”) of Eydenberg Retail Projects B.V., hereinafter to be referred to as “Eydenberg”.
- The purchaser and/or client shall hereinafter be referred to as “the other party”.
- Other terms and conditions shall only form part of the agreement concluded between the parties if and in so far as both parties have expressly agreed to this in writing.
- In these general terms and conditions, “written” and “in writing” is also understood to mean: by email, by WhatsApp, by fax or by any other means of communication which, in view of the state of the art and the prevailing views in society, can be regarded as equivalent to this.
- The advice, calculations, drawings, reports, designs, etc. to be created or to be made by Eydenberg shall hereinafter be referred to as “the documents”. For the purposes of these general terms and conditions, “the documents” shall mean, in particular, written documents. The “written” documents shall also include works recorded on other media, such as computer disks, CD-ROMs, USB sticks cloud uploads, or any other data carriers, unless the parties have expressly agreed otherwise in writing.
- The acceptance by the other party, without comment, of an offer made by Eydenberg or the submission by the other party of an order confirmation to Eydenberg shall be deemed to constitute consent by the other party of the application of these terms and conditions.
- The possible invalidity of (part of) a provision of these general terms and conditions shall not affect the applicability of the remaining provisions.
ARTICLE 2: AGREEMENTS
- Once a price quote, or offer is accepted in writing by the other party within the validity period fixed by Eydenberg for such quote, then such acceptance shall create a binding agreement between the parties.
- Additions or amendments to the general terms and conditions or any other amendments or additions to the agreement shall only become binding after written confirmation is given by both parties.
ARTICLE 3: OFFERS
- All offers, quotations, price lists, etc. made by Eydenberg are valid and binding only for the period fixed and stated in such document.
- The prices used by Eydenberg, as well as the prices stated in offers, quotations, price lists, etc., are exclusive of VAT, which shall be added at the then applicable rate, the price stated in any quote does not include any out of pocket expenses and Unless explicitly stated otherwise in writing these costs may include, but are not limited to, travel costs, transport costs and payments due to third parties. Any such extra cost exceeding 500 NIS shall not be expended by Eydenberg on your behalf without your prior written consent.
- Samples, brochures, (3D) drawings, sketches, examples of documents, models, specifications of colours, dimensions, weights, and other descriptions shown and/or provided, are as accurate as possible, but only apply as an indication. No rights can be derived from this unless the parties have explicitly agreed otherwise in writing.
- The documents referred to in the previous paragraph of this article shall at all times remain the property of Eydenberg, unless the parties have expressly agreed otherwise in writing. These must be returned at Eydenberg’s first request. They may not be reproduced, photographed, published, or made available for inspection to third parties without Eydenberg’s prior written consent.
- Eydenberg accepts no responsibility for documents drawn up by or on behalf of the other party and/or third parties, nor for any specifications of dimensions, sizes and materials provided in these documents.
- Eydenberg is entitled to charge the other party for the costs associated with the offer or quotation, provided that Eydenberg has informed the other party of these costs in writing in advance and the other party has given its written consent to same.
ARTICLE 4: INVOLVEMENT OF THIRD PARTIES
- If and to the extent required for the proper execution of the agreement, Eydenberg is entitled to have certain work or deliveries carried out by third parties.
- If the order involves Eydenberg having to cooperate with several third parties, Eydenberg shall have the right to appoint a supervisor among them, as well as to determine a division of tasks among them. The other party may delegate this authority to such third parties but only in consultation with Eydenberg and, subject to Eydenberg’s prior written consent.
ARTICLE 5: OBLIGATIONS OF THE OTHER PARTY
- The other party must ensure that:
- the data and approvals (such as permits, exemptions and disposals) required for the execution of the agreement (if any) will be available on time in order to allow the quoted project to proceed on the agreed schedule;
- Eydenberg shall be given access to the location(s) in or on which the work is to be carried out during the working hours announced in advance, including during off-hours, such as evenings, night work etc. The other party shall ensure that if third parties are responsible for access for site to site where the work is to be performed then their consent shall be obtained in advance. The location(s) must comply with the statutory safety requirements and other government regulations;
- work and/or deliveries to be carried out by others are carried out in such a way and on time that the execution of the agreement is not delayed as a result;
- Eydenberg shall have sufficient time for supply, and for the storage and/or removal of (construction) materials and equipment;
- the location(s) where the work is to be carried out is/are free of excess materials, and the like;
- floors and subfloors are free of lime, cement and dirt residues and loose parts, are completely flat and level and are made available in broom clean condition, unless the parties expressly agree otherwise in writing;
- there is sufficient ventilation and, if necessary, heating/cooling in the space where the work is to be carried out;
- in the event of reconstruction work and/or renovation of the interior in business premises, these business premises must be closed to the public during the performance of the work, unless the parties expressly agree otherwise in writing;
- Eydenberg has access to connection facilities for the power required for the work, such as electrical machines, lighting, heating, gas, compressed air, water, and the like. The utility costs are borne by the other party;
- sufficient facilities are available for collection of (construction) waste;
- at the other party’s location or the location designated by them, where Eydenberg and/or the third parties engaged by Eydenberg are required to carry out work in connection with the execution of the agreement, any other facilities reasonably required by Eydenberg and/or the third parties referred to above must be present, without any costs being incurred to them;
- the place where Eydenberg’s equipment, materials, etc. are to be stored or stored is such that damage or theft, in any form and in any manner, is prevented.
- The other party is obliged to inform Eydenberg of the location of cables, pipes, etc. at the place where the work is to be carried out.
- The other party shall ensure that the information to be provided is correct and complete. The other party indemnifies Eydenberg against the consequences arising from the incorrect and/or incomplete nature of the data.
- Eydenberg shall treat the data provided to them by the other party as confidential and shall not make them available to third parties without the other party’s consent.
- The other party is liable for loss of and/or damage to the goods, materials, tools and machines, etc. that Eydenberg has stored at the other party’s premises during the execution of the work.
- The other party allows Eydenberg to display signs and advertising on the work site or on the work.
- If the obligations referred to in this article are not fulfilled on time, Eydenberg is entitled to suspend execution of the agreement until such time as the other party has fulfilled these obligations. The costs relating to the delay incurred or the costs of carrying out the extra work are borne by the other party, which extra costs shall not be lower than 1,000 + VAT__NIS per day in which work is suspended, without derogating from Eydenberg’s right to claim its actual costs and damages.
ARTICLE 6: RISK OF DATA STORAGE
- Eydenberg undertakes to ensure the secure storage of the data and/or information originating from the other party. Unless proven otherwise, Eydenberg shall be deemed to have fulfilled this obligation.
- The other party bears the risk of damage to or loss of data and/or information stored at Eydenberg or third parties, unless the damage or loss is due to intent and/or wilful recklessness or gross negligence on the part of Eydenberg, its management and/or its supervising staff.
ARTICLE 7: DELIVERY AND COMPLETION TERMS
- Specified terms within which the goods or documents must be delivered, or the work must be completed shall not be regarded as a strict deadline, unless the parties have expressly agreed otherwise in writing. If Eydenberg fails to fulfil its obligations under the agreement or fails to do so on time, Eydenberg must be given notice of default in writing.
- In the case of partial deliveries, each delivery/completion or phase is regarded as a separate transaction and each transaction may be invoiced by Eydenberg.
- The risk relating to the delivered goods shall be transferred to the other party at the time of delivery.
- Goods ordered shall be dispatched or transported in a manner to be determined by Eydenberg, but at the other party’s expense and risk. Eydenberg is not liable for damage of any nature and any form that relates to the shipment or transport unless the parties have expressly agreed otherwise in writing.
- If it proves impossible to deliver the goods or documents to the other party or to carry out the work due to a cause within the scope of influence of the other party, Eydenberg reserves the right to store the ordered goods or documents and/or materials purchased for the performance of the work at the expense and risk of the other party. Eydenberg shall inform the other party in writing of the storage and/or the obstruction in the work to be performed and shall also set a reasonable period within which the other party must enable Eydenberg to resume the work and/or to supply the goods or documents, as the case may be.
- If the other party fails to fulfil their obligations even after the expiry of the reasonable period set by Eydenberg, as determined in the previous paragraph of this article, the other party shall be in default by the mere expiry of 1 (one) month, calculated from the date of storage or obstruction in the work to be performed, and Eydenberg is entitled to dissolve the agreement in whole or in part in writing with immediate effect, without prior or further notice of default being required, without judicial intervention and without being obliged to pay compensation for damage, costs and interest. In the circumstances above Eydenberg is also authorised to destroy the documents.
- The foregoing shall not affect the other party’s obligation to pay the agreed or stipulated or outstanding price, or any storage and/or other costs.
- Eydenberg is authorised – regarding the fulfilment of the other party’s financial obligations – to require advance payment or security from the other party before proceeding with the delivery or starting the work to be carried out.
ARTICLE 8: PROGRESS, EXECUTION OF THE AGREEMENT
- If payment in instalments has been agreed, Eydenberg shall send the relevant instalment invoice to the customer each time a payment instalment is issued. Eydenberg is authorised to send the other party advance invoices in respect of:
- Goods and/or materials to be purchased by Eydenberg on behalf of the customer;
- Working hours to be performed by Eydenberg.
- Fixed price as set for the fee quote.
- Payment of an instalment must be made within 30 days of the invoice date, in accordance with article 13 of these terms and conditions, unless discussed otherwise.
- Eydenberg cannot be obliged to carry out the work or to begin delivery of the goods or documents until Eydenberg has received all the necessary data and purchase orders and has received any agreed (or instalments if so agreed) payment. In the event of delays arising as a result of this, the stated delivery periods shall be adjusted proportionately, without derogating from Eydenberg’s right to terminate the agreement if such default shall not have been cured by the other party within 10 days after having received written notice of such breach.
- If, for reasons beyond Eydenberg’s control, the work or deliveries cannot be carried out in the usual manner or without interruption, Eydenberg is entitled to charge the other party for the resulting costs.
- If, during the performance, the work or part of it, can only be carried out when modified, for reasons not attributable to Eydenberg, Eydenberg must consult with the other party about this.
- If the obligation to consult from the preceding paragraph of this article has been complied with by Eydenberg, and subsequently during the execution of the works accepted by Eydenberg, it appears that Eydenberg cannot reasonably carry it out, either as a result of circumstances unknown to Eydenberg or as a result of any force majeure, Eydenberg shall be entitled to demand that the order given to Eydenberg is modified in such a way as to enable the work to be carried out, except if this as a result of unknown circumstances or force majeure will not be possible. Eydenberg shall be entitled to full compensation for the work already carried out by Eydenberg. Eydenberg shall point out the financial consequences of the required change to the other party. The agreed modified work shall be charged as additional or omitted work which new modified work and monetary scope of same shall confirmed in writing by both parties.
- All costs incurred by Eydenberg at the request of the other party shall be borne entirely by the latter unless the parties have expressly agreed otherwise in writing.
- If, after the acceptance of the Order by Eydenberg, it becomes apparent that the location where the work is to be carried out or the work is contaminated or that there are contaminated building materials as a result of the work, the other party is liable for the ensuing consequences.
- Eydenberg shall commit its best efforts to point out to the other party any imperfections in designs, constructions and working methods prescribed by or on behalf of the other party and in orders and instructions given by or on behalf of the other party, as well as any defects in building materials and auxiliary materials made available or prescribed by the other party, in so far as Eydenberg was aware of these or should reasonably have been aware of them. Good faith failure by Eydenberg to observe, or point out such imperfections, etc. shall not subject Eydenberg to any damages.
ARTICLE 9: CONTRACT VARIATIONS
- Contract variations must be agreed in writing between Eydenberg and the other party. Any additional or omitted work agreed orally must be confirmed in writing by Eydenberg.
- Contract variations occur:
- In the event of changes to the original order;
- In the event of unforeseeable increases or reductions in costs and deviations from deductible and/or estimated quantities;
- In the events as stipulated in these terms and conditions.
- Settlement of any contract variations shall take place at the same time as the final settlement unless the parties have explicitly agreed otherwise in writing.
ARTICLE 10: COMPLETION, APPROVAL AND MAINTENANCE PERIOD
- Eydenberg is obliged to inform the other party that the agreed work is completed and ready for use.
- The work is deemed to have been completed if the entire work has been made available to the other party ready for use, the other party has checked the work and the delivery note or work order has been signed for approval by the other party.
- The work shall also be deemed to have been completed if the other party has put the work into use – where possible – or has not made a complaint to Eydenberg within a period of 2 weeks after the notification that the work is completed and ready for use.
- Third-party work not yet performed or not yet completed, which influences the proper use of the work, does not affect the readiness for use of the work carried out by Eydenberg and agreed with the other party.
- Minor defects that can be repaired during the maintenance period shall not constitute grounds for withholding approval, provided that they do not prevent the work from being put into operation.
- Eydenberg is obliged to repair the minor defects referred to in paragraph 5 of this article as soon as possible. The maintenance period shall be 30 days and shall commence immediately after the day on which the work is deemed to have been completed in accordance with paragraph 2 or 3 of this article.
- Eydenberg is obliged to repair defects which become apparent during the maintenance period, and which Eydenberg is liable for, as soon as possible.
ARTICLE 11: COMPLAINTS AND RETURNS
- The other party is obliged to inspect the work or the documents immediately upon receipt. If visible defects, errors, imperfections and/or faults, etc. are found, this must be recorded on the consignment note and immediately notified to Eydenberg, or the other party must inform Eydenberg of this within 24 hours of receipt of the goods or documents, followed by an immediate written confirmation thereof to Eydenberg.
- Other complaints must be notified to Eydenberg by registered letter within 8 days of receipt of the work.
- If the aforementioned complaints are not made known to Eydenberg within the periods specified, the work shall be deemed to have been fully delivered and received in good condition.
- Complaints do not suspend the other party’s payment obligation.
- Eydenberg shall not be responsible for any work performed at the request of the other party by third party contractors or by personnel of the other party. If asked to advise or assist as to such work, then Eydenberg shall do so only on a good faith basis without any liability or obligation.
- Eydenberg must be given the opportunity to investigate the complaint. If return shipment proves necessary for the investigation of the complaint, this shall only be at the expense and risk of Eydenberg if the latter has given its express prior written consent.
- In all cases, any goods supplied as a part of the work shall be returned in a manner to be determined by Eydenberg and in the original packaging. Return takes place at the expense and risk of the other party, unless Eydenberg declares the complaint to be well-founded.
- If, after delivery, the nature and/or composition of the goods have changed, have been processed, damaged or repackaged in whole or in part, any right to complain lapses.
- In the event of justified complaints, the damage shall be settled pursuant to the provisions of article 12.
ARTICLE 12: LIABILITY AND GUARANTEE
- Eydenberg performs its tasks in a reasonable and professional manner as may be expected of a company in its sector, but does not accept any liability for damage, including loss of life, personal injury, consequential damage, loss of trade, loss of profits and/or losses due to delays, resulting from acts or omissions by Eydenberg, its personnel or third parties engaged by it, except in the case of intent and/or gross negligence on the part of Eydenberg, its management and/or its supervising staff.
- Without prejudice to the provisions of the other paragraphs of this article, Eydenberg’s liability – for any reason – is limited to the amount of the net price of the delivered goods and/or documents and/or the work performed.
- Without prejudice to the provisions of the other paragraphs of this article, Eydenberg is never obliged to pay compensation exceeding the insured amount, in so far as the damage is covered by an insurance policy taken out by Eydenberg and such insured amount was paid to the other party.
- In the case of drawings, calculations, designs, etc. which have not been made by Eydenberg, Eydenberg only assumes responsibility for the correct assembly and for the soundness of the materials used; however, this is not the case for those materials for which a specific (brand) material is expressly prescribed in the request.
- If visible errors, imperfections and/or defects occur in the materials used in the execution of the work or in the delivered goods that must already have been present at the time of delivery, Eydenberg undertakes to repair or replace these goods free of charge, at its discretion.
- If the other party makes materials and/or parts and/or goods available for further processing or assembly, Eydenberg is responsible for correct processing or assembly, but never for the materials, parts or goods themselves.
- Eydenberg guarantees the usual normal quality and soundness of the goods delivered; the actual service life can never be guaranteed.
- If Eydenberg includes material to be delivered in its offer, Eydenberg shall base its offer with regard to these materials on the information provided to Eydenberg by the manufacturer or supplier of the materials with regard to the behaviour and characteristics of these materials. Eydenberg is not liable for any damage in this respect on the basis of the above.
- In all cases, the period within which Eydenberg can be held liable for established damage shall be limited to 6 months, calculated from the moment at which the liability for the compensation has been established.
- If the goods delivered by Eydenberg are guaranteed by the manufacturer, that guarantee shall be passed over to the other party and the other party must approach such manufacturer for any service and complaints.
- No guarantee applies to glass, discolouration of wood and subordinate colour deviations of wood and other materials.
- If a warranty is provided, the warranty only applies to use for which the work is intended according to the agreement; if nothing else has been agreed with regard to the intended use, the warranty only applies to normal use.
- If a warranty is provided, the warranty only applies under normal circumstances. This includes ensuring sufficient humidity in the atmosphere, not exposing the product to excessive humidity or drought, cold and heat, etc.
- The other party loses their rights towards Eydenberg, is liable for all damage and indemnifies Eydenberg against any claim by third parties in respect of compensation for damage if and in so far:
- The aforementioned damage is caused by inexpert use and/or use contrary to Eydenberg’s instructions and/or advice and/or inexpert storage of the delivered goods by the other party;
- The aforementioned damage is caused by errors or inaccuracies in data, documents, materials, data carriers, etc. which have been provided and/or prescribed to Eydenberg by or on behalf of the other party;
- The aforementioned damage was caused by instructions from or on behalf of the other party to Eydenberg, including – but not limited to – during the assembly of the delivered goods;
- The aforementioned damage is caused by defects in the movable or immovable property on which Eydenberg carries out (repair) work in the context of the performance of the agreement;
- The aforementioned damage is caused by the fact that the other party or a third party has carried out repairs or other operations or activities on the instructions of the other party or has otherwise made adjustments to or on the work, without prior written permission from Eydenberg.
ARTICLE 13: PAYMENT
- Payment is to be made within 30 days of the invoice date, unless the parties have explicitly agreed otherwise in writing.
- If an invoice has not been paid in full after the expiry of the period referred to in paragraph 1 of this article, then such payment shall accrue interest at the rate of 4% per annum until the date of actual payment. In addition:
- the other party, after having been urged (minimum three reminders) to do so by Eydenberg and at least 60 days have passed since the payment was due, shall owe Eydenberg a sum equal of 15% of the principal sum as liquidated damages which the parties consider in advance to be reasonable compensation for the damage likely to be caused to Eydenberg due to such delay in payment.
- has the right to charge the other party an amount of 300 NIS + VAT for administrative/legal costs for each payment reminder, etc. sent to the other party.
- At Eydenberg’s discretion, in the circumstances set forth in this Article above, Eydenberg may, terminate the agreement in whole or in part without further notice of default or judicial intervention being required, whether or not combined with a claim for compensation.
- If the other party has not fulfilled their payment obligations on time, Eydenberg is authorised to suspend performance of the obligations to the other party to deliver or perform work, including the assembly or installation of materials and goods already delivered but not yet paid for, until payment has been fully made or proper security has been provided for this. The same applies even before the moment of default if Eydenberg has a reasonable grounds to believe that there are reasons to doubt the creditworthiness of the other party and there is likely to occur an expected breach of the Agreement.
- Payments made by the other party shall always be applied by Eydenberg to settle firstly all interest and costs owed and accrued and, subsequently, those invoices due that have been outstanding the longest.
- If the other party has, or will have, one or more counterclaims against Eydenberg, for any reason, the other party hereby waives the right of set-off with regard to these claim(s). The aforementioned waiver of the right of set-off also applies if the other party applies for a (provisional) suspension of payments or is declared bankrupt.
ARTICLE 14: INTELLECTUAL PROPERTY RIGHTS
- Eydenberg is entitled and shall remain the owners of all existing and/or future intellectual property rights relating to the content and form of the documents, as well as to all other existing and/or future intellectual property rights arising from or arising during or in connection with the (performance of the) work.
- The exercise of the rights referred to in the previous paragraph of this article – including the publication or transfer of data – is expressly and exclusively reserved to Eydenberg, both during and after the performance of the agreement.
- Only after payment of the amount owed to Eydenberg as a result of an agreement concluded, does the other party have a right of use in respect of the above, unless the parties have expressly agreed otherwise in writing.
- If the other party obtains a right of use, this shall only apply to their own use, as a result of which the other party shall not be entitled to use it other than for their own use; duplication, publication or otherwise bringing the matter to the attention of third parties is prohibited without the prior written consent of Eydenberg.
- By providing Eydenberg with data, the other party declares that no infringement of the copyright or any other intellectual property right of third parties is being committed and undertakes to indemnify Eydenberg from and against all costs, expenses, damages, consequences (including legal fees), both financial and otherwise, that (may) arise from this.
ARTICLE 15: RETENTION OF TITLE
- Eydenberg retains ownership of the goods delivered and to be delivered until such time as the other party has fully fulfilled their related payment obligations to Eydenberg. These payment obligations consist of paying the consideration, plus claims relating to work carried out in connection with that delivery, as well as claims relating to any compensation for failure to fulfil obligations on the part of the other party.
- The goods falling under the retention of title may only be resold by the other party within the framework of normal business operations and provided that full payment has been made to Eydenberg for the Services.
- If Eydenberg invokes the retention of title, the agreement concluded in this respect shall be deemed to have been terminated, without prejudice to Eydenberg’s right to claim compensation for damage, loss of profit and interest.
- The other party is obliged to inform Eydenberg immediately in writing of the fact that third parties are asserting rights to goods subject to retention of title under this article.
- Eydenberg shall be entitled to recover and obtain physical possession of any goods delivered by it to the other party in any event where the other party has started voluntary or involuntary proceedings of insolvency or liquidation or has had a trustee, or liquidator or receiver appointed over it and such proceedings or appointment have not been vacated within 30 days of their initiation.
ARTICLE 16: PLEDGE
Until such time as the other party has fully complied with their payment obligations towards Eydenberg, the other party is not authorised to pledge on the delivered goods for the benefit of third parties and/or to store the goods under the actual control of one or more financing parties, as this shall be regarded as imputable non-fulfilment on the part of the other party. In such case Eydenberg may immediately, without any notice of default being required, suspend its obligations under the agreement or terminate the agreement, without prejudice to Eydenberg’s right to compensation for damage, loss of profit and interest.
ARTICLE 17: BANKRUPTCY, LOSS OF POWER OF DISPOSAL, etc.
Without prejudice to the provisions of the other articles of these terms and conditions, the agreement concluded between the other party and Eydenberg shall be deemed automatically terminated without judicial intervention and without any notice of default being required, at the time when the other party is declared bankrupt, applies for a (provisional) suspension of payments, is the subject of an attachment order, is placed under guardianship or administration, and such proceeding have not been vacated within 30 days after their initiation, or otherwise loses the power of disposal or legal capacity with regard to their assets or parts of them, unless the trustee or administrator acknowledges the obligations ensuing from the agreement entered into between Eydenberg and the other party as a debt on the goods which were supplied to the other party.
ARTICLE 18: FORCE MAJEURE
- In the event that Eydenberg is unable to fulfil its obligations under the agreement concluded with the other party and this is due to non-attributable non-performance on the part of Eydenberg and/or on the part of third parties or suppliers engaged for the performance of the agreement, or in the event that another serious reason arises on the part of Eydenberg, Eydenberg is entitled to terminate the agreement concluded between the parties or to suspend the performance of its obligations towards the other party for a reasonable period of time to be determined with the other party, without being liable for any compensation. If the situation referred to above occurs when the agreement has been partially performed, the other party is obliged to fulfil their obligations towards Eydenberg up to that point in time.
- Circumstances involving non-attributable non-fulfilment shall include: war, acts of terror, riots, mobilisation, domestic and foreign riots, government measures, strikes and lock-outs by workers or the threat of such circumstances, etc.; disruption of the exchange rate ratios existing at the time of entering into the agreement; business interruptions due to fire, theft, accident, pandemics or other incidents, and natural phenomena, irrespective of whether the non-fulfilment or late fulfilment takes place at Eydenberg, its suppliers or third parties engaged by it for the performance of the obligation.
ARTICLE 19: DISSOLUTION, CANCELLATION/TERMINATION
- In the context of these general terms and conditions, cancellation is understood to mean: the termination of the agreement by one of the parties prior to the commencement of the performance of the agreement. Cancellation of the agreement prior to the commencement of work by Eydenberg shall not subject the other party to any liability.
- In the context of these general terms and conditions, termination is understood to mean: the termination of the agreement by one of the parties after the start of the execution of the agreement.
- If the other party terminates the agreement without cause, then the other party shall fully compensate Eydenberg for the all the work which was performed up to the date of termination and for all expenses incurred by Eydenberg in executing the work, this without derogating from Eydenberg’s right to claim any other damages from the other party due to such termination. The other party shall indemnify Eydenberg from and against any liability incurred by Eydenberg toward any third party in performing the work for the other party, unless such liability arose out of any gross negligence or wilful act of Eydenberg.
ARTICLE 20: APPLICABLE LAW/COMPETENT COURT
- Any disputes shall be settled by the competent located in Tel Aviv.
- Regarding disputes arising from the agreement concluded with another party established outside Israel, the international entity involved is deemed to have accepted the exclusive jurisdiction of the competent courts located in Tel Aviv Israel and the application of the laws of the State of Israel to the interpretation of these Terms and Conditions. Notwithstanding the aforesaid, Eydenberg shall be entitled at its discretion, to bring the disputes before the competent court in the country or state where the other party has their registered office, which shall be bound to the interpretation and enforcement of these Terms and Conditions using the laws of the State of Israel.