Wizcomtech LTD
STANDARD TERMS AND CONDITIONS OF SALE

1. Interpretation
   1. In these Conditions:
      "Wizcomtech" means Wizcomtech LTD Limited of 20 Haganan St., Modiin, Israel;
      "Business Customers" means channel Customers, such as, without limitation, distributors of the Products, and organisations, such as, without limitation, education authorities, purchasing Products for distribution and use within their organisations;
      "Customer" means the person, firm, or company named in Wizcom's Order Acknowledgement;
      "Conditions" means the standard terms and conditions set out in this document together with any others set out in the Order Acknowledgement and any special terms and Conditions agreed in writing between the Customer and Wizcomtech;
      "Contract" means the Contract for the sale of the Products which shall be subject to the Conditions and which is made when Wizcomtech issues its Order Acknowledgement. No terms or conditions endorsed upon, delivered with, referred to or stipulated or contained in any purchase order or other similar document delivered or sent by the Customer to Wizcomtech shall form part of the Contract;
      "End-User Customers" means Customers, such as, without limitation, consumers, purchasing Products for their own use;
      "Order" means the order placed by the Customer for the supply of Products and/or the Work at a price quoted by Wizcomtech;
      "Order Acknowledgement" means the written acceptance by Wizcomtech (subject to the Conditions) of the Order including details of the Products (including, without limitation, quantities, prices, taxes and other charges and an estimated delivery date) signed by an authorised representative of Wizcomtech;
      "Products" means any item which Wizcomtech agrees to supply to the Customer upon the Conditions;
      "In writing" includes fax transmission and electronic communications but no formal written notice to be served under this agreement shall be served by electronic communications;
   2. The headings in these Conditions are inserted only for convenience and shall not affect its construction;
   3. Where appropriate words denoting a singular number only shall include the plural and vice versa;
   4. Reference to any statute or statutory provision includes a reference to the statute or statutory provision as from time to time amended, extended or re-enacted;
   5. In case of any inconsistency between these Conditions and the specific terms negotiated for any particular contract, the specific terms shall prevail;
   6. No variation to the Conditions shall be effective unless made in writing and signed by a director of Wizcomtech;
   7. Unless otherwise agreed in writing by Wizcomtech, these Conditions expressly exclude any terms or conditions stipulated or referred to by the Customer in negotiations or orders, and the acceptance of an order by Wizcomtech shall constitute the acceptance of these terms and conditions by the Customer; and
   8. These Conditions supersede any prior representations whether made by or on behalf of Wizcomtech and whether orally or in writing
2. Orders and Specifications
   1. No Order submitted by the Customer shall be deemed to be accepted by Wizcomtech unless and until confirmed in writing by Wizcomtech in an Order Acknowledgement. Orders are only accepted by Wizcomtech subject to the credit worthiness of the Customer being satisfactory to Wizcomtech and to Wizcomtech being able to obtain an export licence if required.
   2. Wizcomtech reserves the right to make an additional charge to cover the cost of making any variation or modification to a specification.
   3. The Specifications for the Products shall be those set out in Wizcom's quotation, unless otherwise agreed in writing.
   4. If the Products are to be manufactured or any processes are to be applied to the Products by Wizcomtech in accordance with a specification submitted by the Customer, the Customer shall indemnify Wizcomtech against all loss, damages, costs, and expenses awarded against or incurred by Wizcomtech in connection with, or paid or agreed to be paid by Wizcomtech in settlement of, any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from Wizcom's use of the Customer's specification.
   5. Wizcomtech reserves the right to make any changes in the specifications of the Products which are required in order to conform to any applicable statutory requirements.
3. Price Increase
   1. All estimates and quotations remain valid for thirty (30) days unless otherwise stated or previously withdrawn by written or oral notice to the Customer. Wizcomtech reserves the right to amend a quotation at any time before a Contract is entered into.
   2. All prices are:-
      1. Inclusive of all or any packing required;
      2. Exclusive of delivery charges. All delivery charges incurred by Wizcomtech will be passed on and charged to the Customer in addition to the Order value; and
      3. DDP Israel or Ex Works Incoterms 2010 at the premises in the UK set out in the Order Acknowledgement.
   3. Wizcomtech reserves the right, by giving notice to the Customer at any time before delivery, to increase the price of the Products to reflect any increase in the cost to Wizcomtech (such as, without limitation, foreign exchange fluctuation, currency regulation, alteration of duties, increase in the cost of labour or materials).
4. Acceptance and Terms of Payment
   1. The Customer must inspect the Products immediately upon receipt and, subject to Condition 4.2, acceptance of the Products will be deemed to have occurred upon receipt of Products by the Customer.
   2. If the Products or any part thereof are damaged or otherwise do not meet the specifications of the Products, as set out in Wizcom's quotation or as otherwise agreed in writing, the Customer must notify Wizcomtech forthwith in writing and in no case longer than five (5) days after delivery of the Products.
   3. Unless otherwise agreed in writing, payment for the Products shall be due and payable as follows:
      1. in the case of End-User Customers, in advance of shipment in cash either by bank wire, credit card or cleared cheque, and
      2. in the case of Business Customers, thirty (30) days from date of invoice.
   4. In default of such payment, or if the Customer fails to pay any other outstanding amounts due to Wizcomtech, Wizcomtech may withhold further deliveries in respect of the Contract or series of Contracts to which the default relates and in respect of any other Contract with the Customer. Furthermore, in any case Wizcomtech shall hold the Customer liable for costs incurred in respect of Products in the course of manufacture or ready for despatch.
   5. If Wizcomtech in its reasonable opinion is concerned as to the ability of the Customer to pay for the Products in accordance with condition 4.3 above Wizcomtech may without notice or liability to the Customer delay or postpone the delivery of the Products and may change the terms of payment to payment in full or in part in advance of delivery of the entire undelivered balance of the Products.
   6. If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to Wizcomtech, Wizcomtech shall be entitled to:-
      1. Cancel the Contract, and/or
      2. Charge the Customer interest (both before and after any judgement) on the amount unpaid, at the rate of 4% per annum above Lloyds Bank Plc Base rate from time to time until payment in full is made for Products which have been delivered.
   7. An Order accepted by Wizcomtech may be cancelled or varied only with the written agreement of Wizcomtech and where such written agreement is obtained the Customer shall pay the amount of the cancellation charge (if any) which Wizcomtech may specify and shall reimburse and indemnify Wizcomtech in respect of all costs and charges which Wizcomtech may incur in part performance of the Order. Products must not be returned to Wizcomtech without the previous written consent of Wizcomtech, and where such consent has been obtained the cost of returning the Products must be borne by the Customer and the Wizcomtech issued ‘returned goods number' must  be clearly marked on the package and any documentation relating to the return. Where Wizcomtech agrees to accept back Products it will specify the handling charge (if any) that will be made for so doing. No refund shall be given for Products returned to Wizcomtech without the express consent of Wizcomtech.
5. Delivery
   1. Wizcomtech shall be entitled to make part deliveries unless otherwise agreed in writing. Where the Products are to be delivered in instalments, each delivery shall constitute a separate Contract and failure by Wizcomtech to deliver any one or more of the instalments in accordance with the Conditions or any claim by the Customer in respect of any one or more instalments shall not entitle the Customer to treat the Contract as a whole as repudiated.
   2. Delivery to the Customer shall take place when the Products are put at the disposal of the Customer at the place of delivery named in the Order Acknowledgement on the date or within the period stipulated. Unless otherwise agreed in writing, delivery shall be Ex Works Israel Incoterms 2010. The risk of loss and damage to the Products shall pass to the Customer upon such delivery.
   3. All times quoted for delivery are estimated times only and time shall not be of the essence and Wizcomtech shall be under no liability and the Customer shall not have the right to terminate the Contract by reason of any delay in delivery.
6. Risk
   1. Risk of loss of, damage to, or deterioration of the Products shall pass to the Customer on delivery of the Products in accordance with condition 5.2 above.
7. Retention of Title
   1. Notwithstanding that risk in the Products shall pass to the Customer in accordance with the provisions of clause 6.1, title and property in the Products (both legal and equitable) shall only pass to the Customer when Wizcomtech has received in full (in cash or cleared funds) all monies due to it from the Customer in respect of:
      1. the Products, and
      2. all other amounts which are or which become due to Wizcomtech from the Customer on any account (whether immediately due or not).
   2. Until such time as title and property pass to the Customer in accordance with clause 7.1, the Customer shall:-
      1. hold the Products in a fiduciary relationship as Wizcom's bailee;
      2. store the Products safely and separately from other Products in the Customer's possession in such a way that they remain readily identifiable as Wizcom's property;
      3. not destroy, deface or obscure any identifying mark on the Products or their packaging;
      4. maintain the Products in a satisfactory condition, insured on Wizcom's behalf for their full price against all risks to the reasonable satisfaction of Wizcomtech and on request produce such policy of insurance to Wizcomtech;
      5. hold all proceeds of the insurance referred to in clause 7.2.4 on trust for Wizcomtech and not mix it with any other money or pay the proceeds into any overdrawn bank account;
      6. ensure that no charge, lien or other encumbrance is created over the Products; and
      7. deliver up the Products to Wizcomtech upon demand.
   3. Wizcomtech shall be entitled without further notice to recover possession of any Products to which it retains title and for that purpose to enter the Customer's premises where the same may be situated without prejudice to any other rights that Wizcomtech may have.
   4. The Customer grants to Wizcomtech (or its successors in title to the Products) and their respective employees and agents an irrevocable licence to enter at any time any premises where the Products are or may be situated for the purpose of inspecting or removing any such Products the title in which has remained with Wizcomtech.
   5. Wizcomtech may maintain an action for the price of the Products notwithstanding that title to them has not passed to the Customer.
   6. The Customer may resell, use or otherwise dispose of the Products before title has passed to it only if any such sale, use or disposition will be effected in the ordinary course of the Customer's business and shall be a sale, use or disposition of Wizcom's property on the Customer's own behalf and the Customer shall deal as principal. Wizcomtech shall be legally and beneficially entitled to the proceeds of sale of the Products which shall be paid forthwith to Wizcomtech in satisfaction of the sums owing, or until such time, shall be held in trust for Wizcomtech and shall not be mixed with other money or paid into an overdrawn bank account and shall be at all material times identified as Wizcom's money.
   7. The Products shall be deemed sold or used in the order delivered to the Customer so that any unpaid invoices shall be deemed to relate, so far as possible, to Products unused by the Customer.
8. Intellectual Property
   1. All intellectual property and other proprietary rights in the Products (including, without limitation, patents, know how, rights in inventions, copyrights, trademarks, service marks, trade and business names, design rights, designs, trade secrets and all confidential technical information) ("Intellectual Property Rights") are the sole property of Wizcomtech and shall remain vested in Wizcomtech.
   2. The sale of the Products to the Customer shall not be construed as a licence, transfer or sale of any Intellectual Property Rights by Wizcomtech or its licensors to the Customer.
   3. The Customer acknowledges that the Products incorporate the valuable trade secrets of Wizcomtech or its licensors. The Customer agrees not to copy or incorporate or permit its affiliates to copy or incorporate any features of design or construction peculiar to the Products supplied by Wizcomtech into any of the Customer's or a third party's products. Except as permitted by applicable law, the Customer shall not mechanically, optically or otherwise analyse, or deconstruct the Products or their packaging, or otherwise seek to extract from the Products or packaging any information about their composition or physical attributes. The Customer shall use the Products only as intended in the ordinary course of its business and in strict accordance with Wizcom's instructions.
   4. If the Customer receives a claim that any item forming part of the Products manufactured by Wizcom infringes any copyright patent or other intellectual property rights of a third party, the Customer shall notify Wizcomtech in writing immediately. Unless otherwise agreed in writing, Wizcomtech will have the sole right to evaluate, settle or defend such claim and the Customer must give Wizcomtech all possible information and assistance for this purpose.
9. Liquidation or Bankruptcy
   1. In the event of the Customer becoming insolvent or going into liquidation (other than for the purposes of amalgamation or reconstruction) or making any arrangement or composition with its creditors or in the event of any proceedings in which the Customer's solvency is involved including, without limitation to the foregoing, the appointment of a receiver over all or any part of the Customer's undertaking or assets, payment in respect of all Products delivered by Wizcomtech to the Customer and in respect of any other sums owed by the Customer to Wizcomtech whether under the Contract concerned or any other contract shall forthwith become due and payable and Wizcomtech shall be entitled to cancel the Contract by notice in writing to the Customer. The Customer shall inform Wizcomtech immediately upon the happening of any one or more of the events stated in this condition and shall supply to Wizcomtech sufficient details thereof to enable Wizcom to exercise its rights hereunder.
10. Warranty
    1. Wizcom warrants that the Products, under normal use, will be free of defects in materials and workmanship for a period of: two (2) years in EU countries and one (1) year for the rest of the world from the date of original purchase from Wizcom or from Wizcom's authorised retailer as evidenced by the original purchase receipt.
    2. This limited warranty extends only to the original Customer and is not assignable or transferable to any subsequent purchaser/end-user.
    3. Wizcom's sole obligation, and Customer's exclusive remedy, under this express warranty, in lieu of all other warranties express or implied by law or otherwise, shall be, at Wizcom's option and expense, to repair or replace either with new parts or used parts, without charge, Products that are found to be defective and malfunctioning during normal usage and returned within the warranty period, provided that: (i) The Product has not been damaged or subjected to mishandling, improper storage, misuse, neglect, abuse, accident, alteration, abnormal operation or conditions, operation in an unsuitable environment or in a manner for which it is not intended, unauthorized repair, unauthorized modifications, or other acts which are not the fault of Wizcomtech,
       (ii) The Product has not been damaged from external causes such as fire, flooding, sand, dirt, storm or any other damage from weather conditions, an Act of God, theft, or battery leakage, blown fuse, or improper use of any electrical source, damage caused by computer or internet viruses, bugs, worms, Trojan Horses, cancelbots or damage caused by the connection to other products not recommended for interconnection by Wizcomtech,
       (iii) No one other than an authorised Wizcom representative opens the casing of the Product, and
       (iv) Wizcom has been advised in writing by the Customer of the alleged defect or malfunction of the Product within fourteen (14) days after the expiration of the applicable limited warranty period.
    4. This limited warranty does not cover physical damage to the surface of the Product, including breakage, cracks or scratches on the LCD screen or outside casing.
    5. Repair or replacement of the Product shall not extend the original warranty period.
    6. Customer will be charged for all Product repairs for damage or failure not covered by this limited warranty.
    7. Return of the Product for repair or replacement under this warranty, must be made to Customer's local dealer and must be accompanied by proof of date of purchase, identification of the Product by model number and serial number and complete description of the problem.
    8. Wizcom makes no warranty or representation that the Product will meet the Customer's requirements or will work in combination with any hardware or software products provided by third parties, that the operation of the Product will be uninterrupted or error free, or that all defects in the Product will be corrected.
    9. EXCEPT AS EXPRESSLY SET FORTH IN THIS WARRANTY, WIZCOM MAKES NO OTHER WARRANTIES EXPRESSED OR IMPLIED, AND TO THE FULLEST EXTENT PERMITTED BY LAW, WIZCOM DISCLAIMS ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
    10. Wizcom reserves its right to make technical alterations to the Products and such alterations shall not be considered as breach of warranty.
11. Liability
    1. 
       
       1. Wizcom shall not be liable in contract, tort or otherwise) for any breach of any of the warranties in condition 10.1 or under any other term of the Contract in the event that (i) the Customer is in breach of condition 10.2 or 10.4; (ii) such liability results from (a) specifications or instructions relating to the Products dictated to Wizcom by the Customer, (b) fair, wear and tear, abnormal working conditions, wilful damage, negligence, alteration of the Products not made by Wizcomtech, (c) incorporation of the Products with other products or (d) parts, materials or equipment forming part of the Products not manufactured or workmanship not performed by Wizcom (and in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to Wizcom).
       2. Wizcom will not be liable in contract, tort or otherwise for any breach of any of the warranties in condition 10.1 unless (i) where the defect is apparent on reasonable inspection Customer gives written notice of the defect to Wizcom within 10 working days of the date of Customer's receipt of the Products and (ii) where the defect is not apparent on reasonable inspection Customer gives written notice of the defect to Wizcom within 10 working days of the date when Customer discovers or ought reasonably to have discovered the defect.
    2. Subject always to condition 11.6, Wizcom's sole and exclusive liability in contract, tort or otherwise and the Customer's sole and exclusive remedy with respect to Products proved to Wizcom's reasonable satisfaction to be in breach of clause 10.1 shall be repair or replacement of such Products in accordance with 10.3 above.
    3. Wizcom's entire liability for any claim for loss, cost, damage, expenses or other liability arising out of or connected with a Contract, or any obligation resulting therefrom shall not exceed, in any case, the price payable under the Contract, or the proportionate part thereof involved in such claim.
    4. Subject to condition 11.6, Wizcom shall not in any event be liable in contract, tort or otherwise for any economic loss including, without limitation, liability for loss of use, loss of work in progress, down time, loss of revenue or profits, loss of goodwill, failure to realise savings, loss of products of the Customer or other use, for indirect, incidental, consequential or special damages of any kind resulting from any use or failure of the Products even if Wizcom has been advised of the possibility of such damage or any liability of the Customer to a third party on account of such loss or for any labour or any other expense.
    5. Subject to condition 11.6, all claims shall be brought within 14 days of the end of the warranty period in 10.1 regardless of their nature. The Customer hereby agrees to afford Wizcom not less than 60 days (following notification thereof by the Customer) in which to remedy a valid claim hereunder.
    6. Nothing in this condition 11 or in any other clause of these Conditions shall exclude or restrict Wizcom's liability for death or personal injury caused by its negligence or for fraudulent misrepresentation.
    7. The parties acknowledge that the terms of this clause 11 are reasonable in all the circumstances and they have been agreed on a commercial basis. The prices charged for the Products are based strictly on the understanding of acceptance by the Customer of the provisions in the Contract for the limitation of Wizcom's liability and quality assurances. Should the Customer require Wizcom to accept additional liability or quality assurances this may be discussed between the parties and the price increased accordingly.
12. Confidentiality
    1. All confidential information, including, without limitation, trade secrets provided to the Customer at any time whether in writing orally or in samples, drawings, documents or other materials is the property of Wizcom and shall not be disclosed by the Customer to any third party, or used for any purpose without the express written consent of Wizcomtech, unless and until any such information falls into the public domain (other than as a result of a breach of this condition).
    2. No technical information of a confidential or proprietary nature relating to an Order will be accepted by Wizcom other than pursuant to a formal written agreement.
13. Force Majeure
    1. Neither party shall be in breach of a Contract if there is any total or partial failure of performance by it of its duties and obligations under the Contract occasioned by any act of God, fire, act of government or state, war, civil commotion, insurrection, embargo, prevention from or hindrance in obtaining any raw materials energy or other supplies labour disputes of whatever nature and any other reason beyond the control of either party. If either party is unable to perform its duties and obligations under a Contract as a direct result of one of those reasons that party shall give written notice to the other of the inability which sets out full details of the reason in question. The operation of the Contract shall be suspended during the period (and only during the period) in which the reason continues. Forthwith upon the reason ceasing to exist, the party relying on it shall give written notice to the other of this fact. If the reason continues for a period of more than 90 days and substantially affects the commercial intention of the Contract, the party not claiming relief under this condition 14 shall have the right to terminate the Contract upon giving 30 days' written notice of such termination to the other party
14. Other Items
    1. Any statements, representations or purported conditions and warranties made to the Customer before acceptance of an Order by Wizcom other than those in writing are hereby excluded or extinguished and do not form part of and are not collateral to the contract
    2. Wizcom shall not be liable for any advice or expression of opinion given by it or its employees or agents in relation to the Products or their fitness for any particular purpose except to the extent that the same is contained in the terms of the Contract or in Wizcom's literature current on the date of acceptance of the Order.
    3. Except as otherwise expressly stated herein, nothing in these Conditions or a Contract confers any rights on any person other than the parties hereto pursuant to the Contracts (Rights of Third Parties) Act 1999.
    4. Wizcom's failure to enforce any term or condition of the Contract or to exercise any right arising hereunder shall not constitute a waiver of Wizcom's right to enforce such terms or conditions or exercise such right thereafter.
    5. Unless otherwise expressly provided all rights and remedies under the Contract are cumulative and are in addition to any other rights and remedies that Wizcom may have at law or in equity.
    6. Any waiver of a default hereunder shall be in writing and shall not operate as a waiver of any other default or of the same default thereafter.
    7. If any provision of the Contract shall he held to be invalid, illegal or unenforceable the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby.
    8. The headings herein are for convenience only and shall not affect the interpretation of the Conditions. 
    9. The Contract shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective heirs, personal representatives, successors and assigns. Notwithstanding the foregoing, the Contract is personal to the Customer and the Customer may not assign, sub-licence or otherwise transfer its rights and obligations hereunder without the prior written consent of Wizcomtech.
    10. Any notice required under these Conditions shall be in writing addressed to the other party at its registered office or principal place of business or any other address notified by the receiving party to the party giving the notice. Any notice shall be deemed to be served:-
        1. if sent by pre-paid first class post to the party to whom it is given, on the second business day after posting;
        2. if sent by electronic mail to the recipient's email address, at the date and time given on the sender's read receipt notification; or
        3. if sent by fax to the recipient's fax number, at the date and time given on the sender's transmission acknowledgement.
    11. The Customer agrees that it will have no remedy in respect of any untrue statement innocently or negligently made by or on behalf of Wizcom prior to the Contract upon which the Customer relied in entering into the Contract whether such statement was made orally or in writing.
15. Governing Law and Jurisdiction
    1. The validity construction and performance of the Agreement shall be governed by English Law and the parties submit to the exclusive jurisdiction of the English courts.