Terms and conditions for manufacturing
IMPACT WARRANTS IT SHALL NOT MAKE USE OF CUSTOMER FILES EXCEPT
FOR THE PURPOSE OF PRINTING OR ANY OTHER PURPOSE DESIGNATED BY
CUSTOMER. IMPACT SHALL MAINTAIN A CONFIDENTIALITY AND PRIVACY
POLICY IN ORDER TO KEEP ALL FILES SECURED AND SECRET.
GENERAL TERMS AND CONDITIONS FOR PRINTING AND DELIVERY OF PRODUCTS
These general terms & conditions for printing and delivery of products shall govern the contractual relationship between Impact Innovation Labs Ltd, a company incorporated under the laws of the state of Israel, registration number 515151504 (“IMPACT “) and IMPACT‘s customer (“Customer“) in case the Customer orders the printing of parts specified by the Customer (“Products“) by means of Printing technology offered by IMPACT (“IMPACT Technology“).
1.1 All services regarding the printing of Products (“Printing“) by means of the IMPACT Technology FILE and the delivery of such Products by IMPACT for any Customer shall be exclusively governed by the following general terms and conditions (“GTC“). Other provisions, in particular the Customer’s general terms and conditions shall not apply, even if IMPACT has not explicitly rejected such conditions. These GTC shall apply exclusively also in the event that IMPACT provides services unreservedly while being aware that contrary or deviating terms and conditions exist. These GTC, the product description and the Design Guidelines as provided by IMPACT in the course of ordering process via the IMPACT Platform as specified below constitute the whole and entire agreement between IMPACT and the Customer (“Agreement“).
1.2 Individual agreements between IMPACT and the Customer made in a particular case (for example, a Framework Agreement for Printing Services between IMPACT and the Customer) shall take priority. Such arrangements, as well as any amendments and supplements to, or the cancellation of an arrangement including this Agreement between IMPACT and the Customer require the written form to be effective. The same applies to the repeal of the requirement of written form.
1.3 The individual concluding this Agreement warrants and represents that he is legally entitled to conclude the Agreement on behalf of the Customer.
2 REGISTRATION AT THE IMPACT PLATFORM, ORDERING OF PRODUCTS AND CONCLUSION OF THE AGREEMENT
2.1 The Customer may order the Printing of Products via the “IMPACT Platform“ available online at https://www.impactlabs.tech. For this purpose, the Customer shall register at the IMPACT Platform and set-up a user account. Individual user accounts will be provided for each Customer. IMPACT reserves the right to refuse the registration of a Customer at the IMPACT Platform. After successful registration, the Customer will be able to use the IMPACT Platform, as provided by IMPACT. IMPACT does not guarantee a permanent availability of the IMPACT Platform.
2.2 After successful registration at the IMPACT Platform and for ordering a Printing job, the Customer may upload via the IMPACT Platform a digital computer-aided design file containing the information of the Product (“File“) for Printing. The FILE must be provided in one of the data formats suitable for the Printing. If the FILE is provided by the Customer in a data format that does not match the format required for Printing, IMPACT is entitled to convert and will convert such FILE in a data format required by IMPACT, to the extent such conversion is technically possible and economically reasonable.
2.3 After receipt of such FILE or after converting the provided FILE into a data format required by IMPACT for Printing, IMPACT will inspect the FILE via an automatic computer based inspection algorithm in order to assess compliance with the requirement necessary for Printing. In case IMPACT determines that the provided FILE does not comply with the requirement and that such compliance can be achieved by means of an automatic correction at the IMPACT Platform, IMPACT will inform the Customer accordingly. The Customer shall declare its consent with such automatic correction in order to be able to proceed with the order process via the IMPACT Platform.
2.4 After successful evaluation of the compatibility of the FILE or after successful repair of such FILE, the provided FILE will be further examined by IMPACT. IMPACT may, at its sole discretion, fully reject the provided FILE, in particular but not limited to instances where IMPACT, for example, has established that the Printing of the Product appears to be prohibited by law (e.g. where the FILE appears to provide an instruction to manufacture weapons or parts of weapons) or is against any IMPACT policies or interests and inform the Customer of such rejection. The Customer shall have no claim against Impact in case of rejection by IMPACT to manufacture the requested Product.
2.5 After IMPACT has determined that the provided FILE complies with the above requirements , IMPACT will submit to the Customer an offer for Printing via the IMPACT Platform which can be accepted by the Customer through clicking the corresponding button in the IMPACT Platform. Such acceptance shall constitute a legally binding contract.
2.6 While IMPACT will not by any means review the FILE for (i) neither its overall “fitness for purpose“ (ii) nor any anticipated or known Customer intended usage or desired specifications, IMPACT may (but is not obliged to) inform the Customer by message feature via the IMPACT Platform that it recommends adaptations prior to the Printing of the FILE if it appears obvious that the FILE is generally not suitable for Printing. IMPACT may inform the Customer about certain recommended adaptations. If the Customer decides that the Printing of the Product shall be carried out irrespective of IMPACT’s recommendation, i.e. without adaptation, then a legally binding contract shall be concluded at the moment of IMPACT‘s receipt of such Customer‘s notice and Customer shall bear any and all risk (in particular with regard to warranty and liability) associated with the Printing of the Product.
2.7 If any adaptations are to be performed by IMPACT, which the Customer agreed upon, then a legally binding contract shall be concluded at the moment of IMPACT‘s receipt of such Customer‘s notice and Customer shall bear any and all risk (in particular with regard to warranty and liability) associated with the Printing of the Product.
2.8 The Customer must not order Products the Printing of which is not permissible by law (such as e.g. weapons or parts of weapons or which would infringe intellectual property rights of third parties).
3 STORAGE OF FILES AND PRINTING OF PRODUCTS
3.1 IMPACT shall perform the Printing of the Products according to the instructions provided in the FILE and following the Agreement. The parties acknowledge that no additional details of Printing have been agreed upon.
3.2 In case minor repairs of the FILE are required prior to Printing of Products, IMPACT shall perform such repairs. The Customer explicitly grants to IMPACT any and all necessary rights and licenses to perform such repairs of the FILE, to convert the data format of the FILE and to use the FILE in order to perform the Printing of the Product.
3.3 IMPACT may store the provided FILE in its FILEs archive for documentation and evidentiary purposes for a period of ten (10) years upon the date of Printing of the Product.
3.4 The Customer explicitly grants to IMPACT any and all necessary rights and licenses to perform the Printing of the Products, to deliver the Products to the Customer, to store the Products for delivery to the Customer and to perform any other contractual services under the Agreement.
4 QUALITY OF PRODUCTS, INFORMATION AND USE, GUARANTEES
4.1 As regards the quality of the Products, only the agreed upon specifications shall apply; such agreed upon specifications are strictly limited to the instructions regarding the Product as specified in the FILE. In particular, IMPACT does not undertake any kind of obligation with regard to any intended, customary or specific use or purpose of the Products. Rather, the Customer shall be solely responsible for verifying that the Products are suitable or usable for the desired purposes; any information provided to IMPACT by the Customer in any form during the order process regarding the intended use of the Product is for information purposes only and does not lead to any agreement on specifications of the Product. Also, any information provided by IMPACT in writing, verbally or in any other form with regard to suitability, including application, processing or another use shall be deemed non-binding information only and shall not become part of any agreed specification of the Product. The information shall not release the Customer from verifying on its own behalf the suitability and usability of Products delivered by IMPACT for the intended purposes. Application, processing and any other use of the Products are beyond IMPACT‘s control and shall therefore be the Customer’s responsibility. Any Guarantee, particularly any guarantee with regard to the quality of Products shall be binding for IMPACT only to the extent that concerning the individual case such guarantee (i) is included in an Offer or order confirmation, (ii) is referred to expressly as “guarantee“ or “guarantee of quality“, and (iii) IMPACT‘s duties from such guarantee are expressly stated.
4.2 IMPACT performs the Printing of the Products according to the instructions specified in the FILE by means of the IMPACT Technology. The Customer acknowledges that IMPACT may, in its sole discretion and as required through the IMPACT Technology, align the Product during the process of Printing in the way which IMPACT deems most suitable for the Printing of the specific Product. The Customer further acknowledges that the Product may display minor production markings on the surface of the Products as an inevitable consequence of the IMPACT Technology (e.g. minor gradations or nuances); depending on the alignment of the Product during the process of Printing, such minor production markings may occur on different sides of the Product.
5 DELIVERY OF PRODUCTS
5.1 Delivery terms and delivery dates specified by IMPACT shall be non-binding, unless binding terms and dates were expressly agreed upon between the parties. Customer agrees that Impact may use a standard delivery method in order to provide the Products, and in any case Impact shall not be liable for the occurrence of late delivery or Product damaged caused after the Product was dispatched to the delivery services. Impact shall use reasonable efforts to maintain Product unharmed and to assure delivery on time.
5.2 IMPACT shall be entitled to make partial deliveries provided that the acceptance of such partial deliveries is reasonable for the Customer and, in particular, if the delivery of the remaining Products ordered is ensured and no significant additional expenditure or additional cost arise for the Customer as a result thereof (unless IMPACT agrees to bear such cost). Each partial delivery may be invoiced separately.
5.3 The charges specified for the Products ordered do not include shipping and packaging, which separate charges are as agreed by the parties during the purchase process. Unless otherwise specified by the Customer, IMPACT selects the manner of shipping.
5.4 The risk of loss, theft or damage of Products shall pass to the Customer at the time at which IMPACT hands over the Product to the respective forwarder, carrier or other person or body specified to carry out the shipment of the Product. In the event shipment is delayed due to circumstances over which the Customer has control, risk transfers to the Customer at the time the Customer is notified that the order is ready to be shipped.
5.5 The Customer is required to notify any complaints about the Product that has been delivered or the amount of the invoice to IMPACT in writing and with an accurate substantiation within fourteen (14) days failing which the Customer will be deemed to have accepted the Product delivered or the amount of the invoice, respectively.
5.6 Customer may request to collect the Product directly from IMPACT. If so, Customer, or anyone on his behalf, pledges he is solely responsible for the Product, once the product was dispatched or collected or moved or otherwise transferred from IMPACT to Customer or anyone on Customer's behalf, including, but not limited to delivery representatives in Customer's behalf.
6 PRICES AND PAYMENT
6.1 The price for Printing and delivery of the Product is agreed between the parties in the course of the order process via the IMPACT Platform (the "Order Price").
6.2 Unless otherwise agreed, the invoices shall be paid in advance, i.e. IMPACT shall commence Printing only after receipt of payment of the respective invoice. Invoices shall be paid without deduction and immediately after receipt via bank transfer into one of the accounts indicated by IMPACT or via credit card. Unless otherwise agreed, payments shall be made in NIS. Place of fulfilment shall be the registered office of IMPACT or any other place, in IMPACT's sole discretion.
6.3 If the parties agree on a method of payment other than described in Section 6.2 and if the Customer exceeds the payment term, it shall be in default without further reminder. The timeliness of payment shall be determined by the date on which the invoiced amount is received on the account indicated. In case of delayed payment, IMPACT shall be entitled to claim default interest in the amount of 10 percent an additional flat fee of NIS 200 for the payment reminder. The right to claim further damages shall remain unaffected.
6.4 If the Customer falls in arrears with at least two payments arising from the business relationship with IMPACT, all of its effective payment obligations from all business relationships with IMPACT shall become due immediately.
6.5 IMPACT reserves the right to determine the amount to be paid by Customer, in case Customer requests to cancel a Printing order. Unless otherwise determined by IMPACT, Customer shall pay 15% of the Order Price, if the notice of cancelation was made prior to the manufacturing of the Product, and the Product was not manufactured. In any case the Product was manufactured, Customer shall pay the full Order Price.
7 TITLE RETENTION
7.1 IMPACT shall retain ownership of the Products delivered until the receipt of all payments arising from the business relationship. If an open account relationship exists, IMPACT shall retain ownership of the goods delivered until the receipt of all payments from the approved balances. If the Customer acts in breach of the contract, in particular in case of delayed payment, IMPACT shall be entitled to rescind from the Agreement and take back the Products delivered subject to title retention (“Reserved Goods“).
7.2 If the Reserved Goods are inseparably mixed or combined with other objects not owned by IMPACT, IMPACT shall acquire co-ownership of the new object at the ratio of the Reserved Goods’ value to the other mixed objects at the time of mixing or combination respectively. If objects are mixed or combined in such a manner that the Customer’s object is deemed to be the principal object, it shall be agreed that the Customer assigns prorate co-ownership. The Customer shall keep in safe custody the so created sole ownership or co-ownership for IMPACT.
8 WARRANTY RIGHTS
8.1 The Customer‘s warranty rights shall be contingent on the Customer having performed an inspection of Products upon delivery and defects being duly notified to IMPACT within fourteen (14) days.
8.2 The Customer‘s warranty rights are entirely excluded in case the defect of the Product is due to any of the instructions provided by the Customer in the FILE.
8.3 Notification of defects shall be made in writing and specify the defect. Defects on account of incomplete delivery or other evident defects shall be notified to IMPACT in writing without delay, or, at the latest within one week from delivery. Hidden defects shall be notified without delay or, at the latest within one week from their discovery. Belated claims for defects shall be excluded. The Customer shall bear the cost incurred from the inspection of Products. Defective Products shall be made available to IMPACT for inspection on demand.
8.4 IMPACT shall provide subsequent performance for defective Products by, at its sole discretion, either eliminating the defect or delivering Products free of defects. If IMPACT chooses to provide subsequent performance by eliminating the defect, the remaining part of the original statutory period begins as of the date the rectified Products are returned. The same applies in the case of subsequent delivery.
8.5 If subsequent performance fails, the Customer shall be entitled to rescind the Agreement. Additional claims for defects, regardless of the type of claim, are excluded, except for claims for damages, which are subject to the limitations set out in Section 11 of these GTC.
8.6 The Customer shall bear any reasonable cost incurred from an unjustified enforcement of warranty rights (for example, the Product was not defective); the same shall apply, if IMPACT erroneously grants warranty rights without being obliged to do so.
8.7 The warranty period shall be according to the guarantee policy granted to Customer by IMPACT. However, this limitation shall not apply, if (i) a defect was fraudulently concealed; or (ii) if a guarantee for the quality of a Product was provided, in which case the guarantee provision or limitation period as set out in the guarantee shall apply. As for claims for damages, this limitation shall not apply in the cases described in Section 11.1 subclauses (i) through (iv) of these GTC.
9 INTELLECTUAL PROPERTY, ADHERENCE TO REGULATIONS, VIRUS-FREE FILES
9.1 The Customer warrants and represents that he is legally entitled to provide the FILEs to IMPACT via the IMPACT Platform or via other communication methods. Further, the Customer warrants and represents that that the Customer has performed a full and comprehensive research with regard to a possible infringement of intellectual property rights of third parties and that all the contractual activities performed by IMPACT under the Agreement, in particular but without limitation the use of the FILE, the repair and the converting of the format of the FILEs, the Printing of Products, the delivery of the Product and the storage of FILEs or Products by IMPACT, do not violate any intellectual property rights (for example copyrights, trademarks, patents, utility models, designs or rights to the personal image) of any third party. IMPACT has the right, with reasonable notice, to request the results of the above named research from the Customer and the Customer shall provide such results to the extent the results do not violate any confidential information of third parties and do not contain any personal data. The Customer shall be liable towards IMPACT under such warranty with respect to any claim resulting from or relating to the infringement of any intellectual property right of a third party. IMPACT may, at its own discretion, have full and complete authority for the defense of such claim, including without limitation, the right to settle the same. The Customer is obliged, upon notification and request by IMPACT, to assist IMPACT regarding the defense against any such claims, in particular but without limitation provide to IMPACT all information and documentation necessary for such defense.
9.2 The Customer shall adhere to all legal regulations and official requirements as well as to all applicable laws and particularly to the export regulations and laws of the country in which the Customer is conducting business. The Customer shall obtain at its sole responsibility all required authorizations and licenses in due time as well as all other permissions, which are required as per such applicable laws for the preparation for Printing, Printing, distribution, offering, sale, export or any further or other use of Products. The Customer shall be solely responsible for any appropriate or legally required labelling of the Products (for example, CE-labelling); IMPACT shall not label any Products on behalf of the Customer.
9.3 The Customer warrants and represents that the provided FILE are free of any viruses, malware, spyware or comparable software components.
10.1 In case of any breach of the warranties and representations in Section 9.1 of these GTC which results in the fact that any third party intellectual property rights are infringed by the provision, by use of the FILE, by repair of the FILEs, the converting of the format or storage of FILEs, by Printing of Products, by delivery to the Customer or storage of such Products, the Customer agrees to indemnify and hold IMPACT harmless from and against all losses, damages and costs, including but not limited to, reasonable attorneys’ fees and court costs, which are suffered or incurred by IMPACT through such claims or liabilities.
10.2 Further, the Customer agrees to fully assist IMPACT in case during the performance of this Agreement IMPACT will be required to obtain any governmental or other licenses, permissions or registrations directly resulting from the Printing or the delivery of the Products ordered by the Customer. Any costs or expenses arising in connection with such licenses, permissions or registrations shall be borne by the Customer.
10.3 In case of any breach of the warranties and representations in Section 9.2 of these GTC, the Customer shall indemnify and hold IMPACT harmless with respect to any governmental fines or penalties that will be imposed on IMPACT as a result of IMPACT’s performance of this Agreement.
10.4 In case of any culpable breach of the warranties and representations in Section 9.3 of these GTC, the Customer shall indemnify and hold IMPACT harmless with respect to any losses, damages and costs which arise as a result of the FILEs containing any viruses, malware, spyware or comparable software components.
11.1 As a basic principle, IMPACT shall be liable to the Customer in accordance with the legal requirements for all damages caused in connection with the performance of this Agreement. However, the following liability limitations set out under Section
11.2 through 11.4 shall apply for all claims for damages, independent of the legal base, but with the exception of claims raised by the Customer (i) based on damages that were caused intentionally, (ii) due to fraudulently concealed defects, (iii) due to defects in regards to which a quality guarantee was provided, (iv) resulting from the damage to life, body or health or (v) due to gross negligence on the part of IMPACT‘s management or executive staff. 11.2 In the case of slight negligence, IMPACT shall be liable only for damages resulting from the violation of material contractual duties the performance of which is required for the due execution of the contract and the observance of which the Customer relies on and may rely on, regularly.
11.3 IN NO EVENT WILL IMPACT OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE IMPACT PLATFORM, THE SERVICES PROVIDED BY IMPACT LABS, ANY PRODUCT MANUFACTURING, PRINTING, EVEN IF IMPACT IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IMPACT’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO IMPACT, BUT IN NO CASE WILL IMPACT’S LIABILITY TO YOU EXCEED 10,000 NIS.
11.4 For cases specified under Section 11.2, the limitation period shall be one year after the date on which the claim arose and the Customer gained knowledge of the circumstances substantiating the claim. The statute of limitation for damage claims due to defects shall be determined in accordance with Section 8.7 of these GTC. All other claims shall be subject to statutory period of limitation.
12 DATA PROTECTION AND CONFIDENTIALITY
12.1 Any collection of personal and non-personal data shall be in accordance with the IMPACT data protection policy which can be found here: https://www.impactlabs.tech/privacy
12.2 The Customer agrees that all information received from IMPACT shall be kept confidential. This applies in particular to any information regarding the IMPACT Technology unless specifics have been yet disclosed to the public by IMPACT, and the individual Printing process by IMPACT.
13 DELETION OF ACCOUNT / SUSPENSION OF SERVICES
13.1 The Customer may request deletion of its account with the IMPACT Platform at any time. In such case, IMPACT shall perform the Printing of Products ordered prior to such request for deletion. IMPACT shall remain entitled to store the provided FILEs according to Section 3.3 of these GTC.
13.2 IMPACT may suspend the Customer‘s account at the IMPACT Platform at any time, in case IMPACT reasonably suspects that the Customer is in breach of his contractual obligations from this Agreement (in particular, with respect to its warranty and representations under Section 9 of these GTC or payment of the Order Price). The Customer’s right to provide counter proof remains unaffected.
14 FORCE MAJEURE
In the event of IMPACT being unable to fulfill its contractual duties as a result of force majeure (i.e. mobilization, war, terrorism, insurgence, natural catastrophes, fire) or due to other unforeseeable circumstances for which IMPACT bears no responsibility (i.e. strikes or lawful lockouts, operation or transport interruptions, difficulties with the procurement of raw material, inadequate delivery from suppliers), the delivery terms agreed on shall be extended by the duration of the obstruction plus an appropriate resumption time. Furthermore, IMPACT shall not be held responsible for the circumstances mentioned if they occur during an already existing delay. IMPACT shall notify the Customer as soon as possible of the start and expected end of such circumstances. If the obstruction lasts six months or longer, both parties shall be entitled to rescind the contract.
15 OFFSETTING, RIGHT OF RETENTION, SUBCONTRACTORS, ASSIGNMENT
15.1 The Customer shall not be entitled to either offset or exercise its right of retention on account of counterclaims which are contested or not yet stated as legally binding. Further, the customer shall not be entitled to exercise its right of retention to the ex-tent that the counterclaims are not based on the same contractual relationship.
15.2 IMPACT shall be entitled to engage subcontractors for the performance of IMPACT‘s obligations under this Agreement.
15.3 The Customer shall not be entitled to assign any of its rights and duties in conjunction with deliveries either in part or in full without obtaining prior written approval by IMPACT. IMPACT shall be entitled to assign its rights and duties in conjunction with deliveries, at its sole discretion, particularly to affiliated companies as defined in Section 1 to the Israeli Securities Law, 5728-1968.
16 FINAL PROVISIONS
16.1 All legal relationships between IMPACT and the Customer shall be subject to Israeli law under the exclusion of the UN Convention on Contracts for the International Sale of Goods (UN-CISG). This Agreement is concluded in the English language.
16.2 Exclusive jurisdiction and legal venue for all disputes resulting from or in connection with a delivery shall be Tel Aviv, Israel. However, IMPACT shall be entitled to institute proceedings against the Customer at its place of business.
16.3 Should individual provisions of these GTC be or become null and void, the validity of the remaining provisions shall remain unaffected. In such event, IMPACT and the Customer shall agree on a change of such provisions as to best accomplish the objectives of such invalid, illegal or unenforceable provision within the limits of applicable law.
16.4 All Printing and delivery by IMPACT are made exclusively on the basis of the most recent version of the GTC set out above. These GTC can be viewed online at any time at www.Impactlabs.tech
16.5 IMPACT reserves the right to modify, change, replace or cancel these GTC at any time at its sole discretion. The latest and most updated version of GTC shall apply in the relationship between Customer and IMPACT.
Last updated: October 21th, 2018