SAVERONE TERMS AND CONDITIONS OF SALE

1. Scope of Terms. These Terms and Conditions of Sale (“Terms”) govern all sales made by Saverone 2014 Ltd. (“Seller”) under any purchase order (“PO”) submitted by the Customer (“Customer”) that is accepted by Seller, either in writing or by delivery (“Accepted PO”), for the purchase of Seller’s products and services described in the PO (collectively, the “Products”). If these Terms conflict with any terms and conditions of sale proposed by Customer (even if acknowledged by Seller), such proposed terms are hereby rejected, and these Terms shall govern and prevail, unless otherwise expressly agreed by Seller in writing. Seller shall not be deemed to have accepted any terms or conditions based on a prior course of dealing.  Any change to these Terms must be specifically agreed in writing by authorized representatives of Seller and Customer before such change becomes effective.
2. POs and Delivery. POs must be accepted by Seller before they become effective.  Seller reserves the right to reject any PO in whole or in part or to apply a minimum or maximum order amount.  Orders accepted by Seller are firm and non-cancellable by Customer.  Any dates quoted for delivery of Products by Seller are subject to Seller’s then current standard lead-time and in any case are estimates only, and failure to deliver by the delivery date shall not entitle Customer to any compensation or impose any liability on Seller. Subject to the preceding sentence and unless otherwise specified in the Accepted PO, the Products shall be considered to have been delivered by Seller upon their installation by Seller’s authorized installer at its installation facility or (depending on the level of service purchased by Customer) at Customer’s premises. Notwithstanding anything to the contrary, Seller shall retain a security interest in, and right of re-possession of, the Products until Customer has paid the amounts due for the Products in full.
3. Commercial Terms.

3.1     Pricing and Payment.  Customer agrees to pay Seller the Product pricing set forth in the Accepted PO and in accordance with these Terms.  Unless otherwise specified in the Accepted PO, payment will be made within thirty (30) days following the end of the month in which Customer receives Seller’s invoice, in New Israeli Shekels, by wire transfer to Seller’s designated bank account.  Customer will bear all bank charges associated with the sending of outbound wire transfers.  Seller will incur all bank charges associated with receipt of inbound wire transfers. Customer shall not reduce the amount payable under the PO for any reason, including counterclaim, charge back, offset, adjustment, withholding or other alleged rights of Customer.

3.2.    Installation Fees. Unless otherwise explicitly agreed by Seller, Product pricing is inclusive of installation fees. Installation of Products must be performed solely by Seller’s authorized installation service providers.

3.3.    Taxes. All fees payable and for the Products are exclusive of any and all taxes, customs, duties and other similar charges, however designated, including sales, use, withholding and value-added taxes, levied or based upon such pricing (collectively, “Taxes”).  Customer shall pay be responsible for paying any and all Taxes related to the Products, except for Taxes based on Seller’s income.

3.4.    Nonpayment. Any amount owed but not paid by the due date will incur interest at a rate of one and one-half percent (1.5%) per month, or the maximum amount allowed by law (whichever is less), accruing from the date payment is due until paid in full to Seller.  Without limiting any other rights or remedies available to Seller, if Customer fails to timely pay the amounts due hereunder, Seller may decline to make any further deliveries of the Product, and/or suspend or cancel warranty services upon ten (10) days prior written notice to Buyer.  Customer agrees to pay reasonable attorney’s fees and costs of collection incurred by Seller in connection therewith.

4. Limited Warranty and Disclaimer of Warranty.

4.1     Limited Warranty. Seller warrants that for a period of twelve (12) months from the date that the Product is installed within Customer’s vehicle (or longer period if an extended warranty has been purchased, as detailed in the applicable Accepted PO), the Product shall be free of defects in materials and workmanship under normal authorized use (the “Limited Warranty”).  The Limited Warranty is non-assignable without Seller’s express prior written consent and covers only the original purchaser of the Product installed on the vehicle for which the Product was purchased. The sole obligation of Seller under this Limited Warranty is to repair or replace, at Seller’s discretion, any Product, which is determined by Seller to have been defective in materials or workmanship. The following are excluded from warranty coverage: (a) damage from misuse, negligence, accident, or sabotage; (b) the Product has been installed, repaired, altered, serviced, or maintained  by any party other than one of Seller’s authorized service providers; (c) exposure to fire, moisture, water intrusion, electrical stress, insects, explosion, extraordinary weather and/or environmental conditions including, but not limited to lightning, natural disaster, rainstorm, windstorm, hail, earthquake or any other act of God; or (d) the Product has been combined with software, hardware or other equipment not supplied or approved in writing by Seller. Nothing in these Terms shall limit any of Customer’s (or the driver’s) responsibilities as an owner (or driver) of a vehicle in accordance with applicable law.

4.2     RMA Procedures.  All warranty claims shall be made in accordance with the Seller’s RMA procedures set out at www.saver.one/rma.

4.3     DISCLAIMER OF WARRANTIES.  EXCEPT AS EXPRESSLY SET FORTH ABOVE, SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT, OR WARRANTIES OR OBLIGATIONS ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE.  

5. Intellectual Property Rights and Restrictions. Customer acknowledges that the Product contains embedded software (the “Software”), which is proprietary to Seller or its licensors and is licensed, not sold, to Customer under these Terms, and Customer will not acquire any rights to use the Software except as expressly set forth in these Terms.  Subject to Customer’s strict compliance with these Terms, Seller hereby grants Customer a non-exclusive license to use the Software in machine readable form only and solely as embedded in the Product. Customer shall not rent, lease, sell, market, distribute or otherwise transfer the Software on a stand-alone basis. Under no circumstances shall Customer (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or structure, sequence and organization of the Software; or (b) reverse engineer or disassemble the Product’s hardware components or any portion thereof.  As between the parties, all intellectual property rights (including without limitation all copyrights, patents, trade secret rights and trademarks) in and to the Product shall remain vested in Seller. Customer may from time to time provide Seller with written notification of any comments, including any suggested modifications, design changes, or improvements which Customer or its personnel may have with respect to the Product, as well as any problems with the Product or their use that Customer becomes aware of. Such notification (written or otherwise provided) shall be the sole property of Seller, and shall be considered Seller’s Confidential Information hereunder, and to the extent necessary, Customer hereby irrevocably and unconditionally assigns any and all right, title, and interest in and to any such written notifications, without payment of any consideration therefor.
6. LIMITATION OF LIABILITY.

6.1     IN NO EVENT WILL SELLER BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS, FOR: (A) ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES; (B) ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, OR LOSS OF ANTICIPATED SAVINGS; (C) ANY LOSS OF, OR DAMAGE TO, DATA, REPUTATION OR GOODWILL; AND/OR (D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.  

6.2     THE AGGREGATE LIABILITY OF SELLER UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID, IF ANY, BY CUSTOMER TO SELLER UNDER THE PO IN WHICH THE LIABILITY AROSE AND IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

6.3     THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF SELLER HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, INCLUDING WITHOUT LIMITATION FUNDAMENTAL BREACH, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHER CONTRACT OR TORT LIABILITY.

7. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Israel, without regard to the conflicts of laws rules, and the sole jurisdiction and venue for actions related to the subject matter hereof shall be in the District Court of Tel-Aviv Yafo, Israel.
8. General.

8.1     Entire Agreement. These Terms and the PO represent the complete agreement concerning the Product between Customer and Seller and supersede all prior agreements and representations between Customer and Seller.  The Terms may be amended only in by a written document executed by Customer and Seller. 

8.2     Force Majeure. Seller shall not be responsible or liable for any delay or failure in performance arising as a result of any occurrence or contingency beyond its reasonable control, including without limitation, acts of God, acts of the public enemy, earthquake, fire, flood, labor disputes, strikes, riots, civil commotion, war (declared or not), requirements or acts of any government or agency thereof, judicial action, unanticipated manufacturing problems, capacity constraints, novelty of products, and inability to secure materials on a timely basis.

8.3. Export Control Laws. Customer will comply with all applicable export laws and restrictions and regulations of any government agency or authority and will not export, or allow the export or re-export of the Product in violation of any such restrictions, laws or regulations. By installing or using the Product, Customer agrees to the foregoing and represents and warrants that Customer is not located in, under the control of, or a national or resident of any restricted country.

8.4     Assignment. Customer may not assign this Agreement or any interest or rights under this Agreement without the prior consent of the Seller.  Seller expressly reserves the right to assign these Terms and to delegate any of its obligations hereunder.

8.5. Severance. In the event any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof and these General Terms and Conditions of Sale shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

8.6.    Waiver. A waiver of a breach or default under these General Terms and Conditions of Sale shall not be a waiver of any subsequent default. Failure of Seller to enforce compliance with any term or condition hereof shall not constitute a waiver of such term or condition.