General Terms and Conditions of Sale and Delivery
1. Scope of these Terms and Conditions of Sale and Delivery
G&G Biotechnology Ltd. (“G&G”) is part of the POLYTECH group. As the official distributor of POLYTECH products in Israel, G&G Biotechnology Ltd. is also referred to in the market as POLYTECH Israel.
These General Terms and Conditions of Sale and Delivery apply to every sale and delivery of goods in Israel by G&G to customers, such as surgeons, clinics, hospitals and purchasing groups that purchase goods directly from G&G (the "CUSTOMERS"). This also applies to future sales transactions and deliveries between the same parties, without the need for a renewed agreement. Customer’s own terms and conditions are not recognized by G&G except when G&G has expressly agreed to them in writing. Any counter-offers or counter-confirmations of an order with reference to the Customer’s business or purchase terms and conditions are hereby expressly and completely rejected and excluded. These General Terms of Sale and Delivery shall be deemed accepted at the latest with the receipt of the goods by the Customer. The content of any individual agreements between the parties remains unaffected by these terms of sale and delivery.
2. Order and Conclusion of Contract
Orders are only to be sent to G&G in writing, and are non-binding on G&G unless accepted by G&G in writing. Requirement of writing includes emails. Offers by G&G to supply goods are non-binding on G&G. A contract between G&G and a Customer is concluded with the confirmation by G&G to the Customer or by delivery of goods by G&G to the customer. Supplemental or collateral verbal agreements, changes, additions or assurances, including from employees or authorized representatives of G&G, are only effective when expressly confirmed by an e mail by G&G’s Customer Service. Customer acknowledges and agrees that goods sold by G&G are regulated goods and subject to traceability and to strict rules that affect their ability to be processed by customs for export to and usability in other countries.
3. Prices
G&G delivers goods at the Pricelist valid on the day of the order. All prices are net, excluding VAT. G&G delivers up to 8 units of goods standard delivery. Costs for additional express deliveries or larger orders will be charged to the Customer separately.
4. Terms of delivery
G&G delivers the goods according to INCOTERMS 2020, DDP: place of delivery. Delivery is at road level, front doorsteps. Delivery dates or deadlines are approximate and are only valid if approved and confirmed by G&G in writing including e-mail. G&G is entitled to partial deliveries at any time, as far as this is reasonable for the Customer. Any request for cancellation or order change made less than 5 working days before the designated delivery date is not permitted
5. Limited Warranty
G&G warrants to Customer that the goods sold are, at the time of delivery to Customer, substantially conform to specifications and are free from defects in material and workmanship. Unless otherwise stated in a binding contract with Polytech Israel this warranty shall be valid for a period of twelve (12) months from the date of delivery to Customer.
The term "free from defects in material and workmanship" (מוצר פגום) shall have the meaning ascribed to it in the Law of Liability for Defective Goods 5740-1980
All warranties, conditions and other terms implied by statute or common law are excluded from these Terms and Conditions to the fullest extent permitted by law and are non-applicable to the goods delivered by G&G hereunder.
Customer shall not make any oral or written representations that vary from the specifications, operating instructions or representations given or made by G&G to Customer in writing, if any, with respect to the goods or to G&G.
6. Liability for Material Defects
The warranty in clause 5 does not cover loss, damage, or defects resulting from improper or inadequate use, maintenance transportation, storage, handling or use not in accordance with their intended purpose or as specified in the instructions for use provided in the packaging of the goods and electronically. Customer shall inspect the goods upon delivery to ensure that the external package of all goods received is intact, free of tears, dirt or damage to labels. Customer is not to use any Product whose package and labelling, external and/or internal is not complete, clean and intact Defects must be reported in writing to G&G by the Customer immediately, at the latest within one (1) week of receipt of the goods, enclosing the delivery note attached to the delivery. This also applies to quantity complaints. Defects that cannot be discovered even after thorough inspection within one (1) week after receipt of the goods must be reported in writing within one (1) week of the discovery, enclosing the delivery note attached to the delivery. The allegedly defective goods shall, in the state in which they are at the time of the discovery of the defect, be made available for inspection by G&G or a third party commissioned by G&G, or shall be sent to G&G upon its request in accordance with G&G’s standard return process, G&G will not accept the return of goods, defective or otherwisewithout an express written return authorization issued by G&G’s Customer Service. Goods authorized to be returned shall be shipped to G&G according to DDP Incoterms 2010: location freight specified by G&G. G&G will reimburse Customer any transportation charges in the event that the goods returned are defective . In case of a timely, proper and justified notice of defects and of written confirmation by G&G, G&G will deliver replacement goods. Alternatively, G&G may at any time, at its sole discretion, elect to discharge its warranty obligation hereunder by accepting the return of any defective goods pursuant to these terms and condition and refunding the purchase price paid by Customer for such defective goods.
7. Limitation of Liability and Force Majeure
G&G shall not be responsible or liable for any failure or delay in the performance of its obligations under and these Terms and Conditions, to the extent that it has been caused by acts or failures to act of Customer or by forces directly or indirectly beyond its control, including force majeure and events that obstruct such a performance, in whole or in part – including, but not limited to, material procurement difficulties, production equipment failure, strike, lockout, stoppage, staff shortages, inadequate means of transport, accidents, acts of war or terrorism, civil or military unrest, nuclear or natural disasters, and interruptions, loss or malfunction of utilities, communications or computer services (software and hardware), instructions from authorities, including, but not limited to, sanctions, etc., even if they affect G&G suppliers or their suppliers, even if the parties have agreed on binding delivery dates. Such events entitle G&G to deliver with appropriate delays plus a reasonable grace period, or to withdraw from the contract in whole or in part. If the delay exceeds three (3) months, the Customer is entitled to withdraw undelivered orders. G&G will inform the Customer immediately in cases of unavailability of ordered goods, and immediately return the already received consideration for these goods at its request. If the impediment lasts more than three (3) months, the Customer is entitled to withdraw from the contract with respect to the part of the service not yet fulfilled
8. Liability in other cases
G&G AND ITS AGENTS SHALL NOT BE LIABLE TO CUSTOMER UNDER ANY CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER THEORY FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING WITHOUT LIMITATION LOST PROFITS OR LOSS OF OPPORTUNITY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT OR ANY PURCHASE ORDER IRRESPECTIVE OF WHETHER SUCH PARTY HAD ADVANCE NOTICE OR KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES. Without limitation of the abovesaid, claims for damages due to impossibility of performance, positive breach of contract, culpa in contrahendo, delayed delivery or tort are excluded both against G&G and against its agents. G&G’s maximum aggregate liability to Customer for any loss or damage in respect of any claims, actions or proceedings arising in connection with the sale and purchase of the goods hereunder, whether in contract, misrepresentation, tort (including negligence), strict liability or otherwise, shall not exceed the total amount of the price paid by Customer to G&G for the relevant goods. The exclusion of liability does not apply in cases where G&G must be liable for death or personal injury or property damage in accordance with applicable law.
9. Retention of title
Until the complete fulfilment of all claims, including all balance claims from existing outstanding accounts, which G&G is entitled to against the Customer – for whatever legal reason – now or in the future, the goods Sale or Return Goods, as defined below remain the property of G&G. The Customer shall keep and hold the property of G&G free of charge. Goods to which G&G is entitled are hereinafter referred to as "Reserved Goods". The Customer will be liable for any physical loss, damage or defacement of the Reserved Goods whilst held on their premises. Pledges or chattel mortgages of the Reserved Goods are inadmissible. The claims arising from the resale or any other legal reason with respect to the Reserved Goods shall be assigned by the Customer in full to G&G as a precautionary measure. At the request of the Customer, G&G will release one or more of these securities as long as their value permanently exceeds G&G outstanding claims by more than 50%. In the case of access by third parties to the Reserved Goods, the Customer will point out the property of G&G and inform G&G immediately in writing about the access. In the event of a breach of contract by the Customer, in particular in the event of default of payment, G&G shall be entitled, but not obliged, to wholly or partially take back the goods subject to retention of title or to demand assignment of the purchaser's rights of return against third parties. The parties agree that the withdrawal or seizure of the Reserved Goods by G&G does not constitute a withdrawal from the contract, unless G&G declares in writing it is. This applies only, insofar as it is not contrary to civil law regulations and statutes of imperative nature. Customer shall ensure the Reserved Goods are handled, packed, moved and stored as per G&G’s instructions, including with respect to temperature minimum and maximum guidance for storage and transport, taking into account any possible temperature excursions and variations.
10. Terms of payment
Invoices by G&G shall be payable without deductions within 30 days of the invoice date, unless a different period has been agreed between the parties, in writing. Confirmed orders for custom-made products are excluded from return and the total price must be pre-paid in full by the Customer. In case of Customer being in default with payment, G&G is entitled to charge interest on demand at an annual interest rate of eight (8) percentage points above the base rate. The assertion of any further damage remains reserved to G&G. In addition, G&G is entitled to postpone the delivery of further ordered goods until full payment of the outstanding debts or, at its discretion, to withdraw from the contract. Irrespective of any deviating statement by the Customer, G&G is entitled to first offset payments made by the Customer against the latter’s older debts. If costs and interest have already been incurred, G&G is entitled to offset the payments first against the costs, then against the interest and finally against the principal claim. A payment is deemed to have taken place only if G&G can finally dispose of the amount. G&G expressly reserves the right to reject bills of exchange and / or checks received. Their acceptance is always only on account of performance. Discount and bill charges are to be borne by the Customer and paid immediately. The Customer is only entitled to set-off, retention or reduction if the counterclaims are legally established or undisputed.
11. Return of Goods/ Sale or Return Goods
The return of non-defective goods is only allowed if the goods are supplied under a sale or return purchase order (a "Sale or Return Goods"). Return of goods, including Sale and Return Goods must be carried out in accordance with the G&G standard return process and free of shipping and other costs for G&G. The Customer must facilitate the collection of the returned goods by contacting Customer Service of G&G to arrange collection.
For a good classified as resalable by G&G (undamaged packaging, undamaged good and within the good's lifetime), a credit note will be issued, the amount of which will be calculated on the purchase price of the goods less any return, restocking and residual shelf-life deductions to be agreed – as per sale or return agreement. All returned goods must be in original packaging, in suitable boxes with adequate protection from damage. Goods are not to be returned by attaching a shipping label onto the good single-unit box. Customer shall not attach or fix any item / stickers to the product packaging. Non-sellable goods and custom-made goods are always excluded from the return. Orders for custom goods cannot be cancelled and the total price must be paid in full.
Orders that are returned in their entirety are subject to a restocking fee.
If there is any damage to the returned goods and they are deemed unfit for re-sale, the Customer will be charged the full sale amount.
Damage includes but is not limited to the following: opened product, breach of sterility, crushed product, loss of identifiable markings, labels affixed to product which if moved will cause damage as above, sellotape or sticky tape attached to product and pen markings
Unless otherwise agreed in the particular purchase order covering such Sale or Return Goods, such Sale or Return Goods shall be invoiced by G&G if not returned by Customer within 15 days from the surgery date provided in the purchase order. Unless an extension is granted by G&G in writing, upon timely request by the Customer, at the sole discretion G&G PRIOR to the expiration of the said 15 day notice, the following late return fees apply:
1-30 Days Overdue, 15% of the of the returned goods value
31-60 Days Overdue, 20% of the returned goods value
61-90 Days Overdue, 30% of the returned goods value
After 91 days, goods cannot be returned.
12. Collateral for dealers/Traceability
The Customer, as a user or reseller, is obliged to document the use or transfer of the goods, so that complete traceability of each good including serial number, is possible to the full extent required by law and regulations. The Customer must also impose this obligation on its respective customers, insofar as they are not patients.
13. Reporting Obligations, Inspection Rights
Given the nature of the goods, Customer shall notify G&G in writing on the following occasions: (i) within 24 hours of any serious adverse event ("AE"), reaction, malfunction, injury, complaint, medical report safety event or other similar claim or event with respect to the goods, (ii) within no later than 48 hours, whenever Customer become aware of an experience related to any of the goods that deviates from the goods’ specifications; (iii) promptly whenever Customer become aware of a material development which may adversely affect any party's obligations hereunder. Customer hereby undertake to keep all records connected to the goods (or the use thereof) for a period of at least 15 years from the date of delivery of each product, following which Customer will transfer all such records to G&G at customer's expense. Customer shall make no changes to any goods, goods' accessories, packaging, labelling, instructions or manuals without the express written consent of G&G.
Customer will arrange free access for G&G (and upon request, for the applicable regulatory bodies and competent authorities) to the premises in which the goods are located or used, for inspection and G&G (and the regulatory bodies and competent authorities) shall have the right, at the Customer’s own expense and upon reasonable advance notice during normal business hours, to inspect the quality systems and inventory of the goods to ensure compliance under the relevant regulatory requirements. The obligation to provide advance notice of any such inspection or audit shall not apply if such inspection is initiated by unannounced audits/inspections of the regulatory authorities.
In the event that G&G or any regulatory body or competent authority requires the recall of any of the goods delivered to Customer or informs Customer or Customer's customers of adjustments or corrections to the goods or their packaging or instructions of use, Customer shall assist G&G in relation thereto. In the event of recall of goods (unless such recall is the result of any action or omission attributable to Customer or its customers), such recalled products shall be treated as defective products and the applicable provisions hereof shall apply. Customer shall maintain records to ensure the traceability of the goods in accordance with applicable regulatory requirements.
14. Jurisdiction and applicable law
The Contract (including these terms and conditions) shall be governed by, construed, and take effect in accordance with the law of the State of Israel. The courts of the State of Israel shall have exclusive jurisdiction to settle any claim, dispute or matter of difference which may arise out of or in connection with the Contract (including claims for set-off or counterclaim) or the legal relationships established by the Contract. The applicability of the conflict of laws rules and the UN Sales Convention (CISG) is expressly excluded.
15. General provisions
These terms and conditions are the only ones that apply to the sale by G&G to the Customer, with the express exclusion of any terms and conditions of the Customer. collateral agreements as well as changes and / or additions to these terms and conditions must be made in writing. The same applies to the change of requirement of the written form. Where individual provisions of these terms and conditions are invalid, the invalidity shall be limited to such provision, and the invalid provision shall be replaced with one that comes closest in a valid manner, to the economic meaning and purpose of the invalid provision. Customer may not assign, transfer or delegate any of its rights or obligations hereunder without the prior written consent of Polytech Israel, and any purported assignment of such rights or obligations without such consent shall be null and void.
AD-002; rev.01
