חיישנים

1. General

These SMC General Conditions of Sale (the “Terms”) govern the contractual relationship between SMC Automation Israel Ltd. (“SMC”) and its customers (each, a “Client”), arising from or in connection with any quotation, offer, order, delivery, or sale of products and/or services (the “Products”) by SMC. By requesting a quotation, accepting an offer, or placing an order, the Client agrees to these Terms, which shall exclusively govern and shall prevail over any other terms proposed or referenced by the Client, including but not limited to pre-printed or standard terms on purchase orders, order forms, or online platforms, even if SMC has acknowledged, signed, or otherwise accepted such documents, whether explicitly or by conduct. No terms other than these Terms shall be binding on SMC unless expressly agreed in a written instrument executed by a duly authorized officer of SMC, expressly referencing these Terms referring to the applicable version date of these Terms as set forth below, and only such agreement shall constitute a waiver or modification of conflicting terms.

2. Orders and Acceptance

Each purchase of Products shall be subject to a separate order issued by Client and accepted by SMC (“Order”). An Order shall be deemed accepted and binding only upon written confirmation of the Order by SMC. Each Order must include complete and accurate Client details, including VAT number, applicable SMC product reference codes, quantities, delivery location, and the requested delivery date. SMC reserves the right to reject or delay processing of any Order that lacks required information. If SMC requests additional information and the Client does not respond within five (5) business days, SMC may, at its discretion, reject the Order or proceed based on the information then available. Once confirmed by SMC, an Order shall be binding and non-cancellable, unless SMC expressly agrees in writing to a modification or acknowledges an error on its part.

3. Prices and Payment

Product prices shall be as stated in the applicable Order and are exclusive of VAT and any other applicable taxes, duties, transportation, insurance, and handling charges, unless expressly stated otherwise. A handling and supply fee may apply to each order. Prices do not include installation, setup, waste disposal, or any other services not expressly specified in the relevant Order. If the Customer requests additional services, SMC may charge separately for such services. Prices quoted in valid offers or quotations shall apply solely to the quantities specified therein. SMC reserves the right to modify its pricing at any time prior to SMC’s acceptance of the applicable Order.

Unless otherwise agreed in writing in the relevant Order, payment shall be made in full within seven (7) days of the invoice date. Late payments shall accrue interest at the maximum rate permitted by applicable law, calculated from the due date until full payment is received.

4. Delivery

Delivery times provided by SMC are estimates only and shall not be binding. SMC shall not be liable for any delay in delivery except where such delay is solely and directly caused by SMC’s fault. Delays resulting from force majeure events (as defined hereinbelow) or causes not solely attributable to SMC shall not give rise to any liability by SMC.

Risk of loss or damage to the Products shall pass to the Client upon delivery. Title to the Products shall remain with SMC until full payment of all amounts due in respect of the applicable Order has been received. SMC reserves the right to deliver Products in instalments. Each instalment shall be deemed a separate sale and may be invoiced separately.

If delivery is delayed or prevented due to any act or omission of the Client, including failure to provide necessary information or accept delivery, SMC may invoice the Products as if delivered and may charge reasonable costs and expenses incurred as a result, including but not limited to storage, handling, and re-delivery fees.

5. Mutual Representations

Each party represents that it has the full power, authority, and legal right to enter into and perform its obligations under these Terms, and that doing so does not conflict with any other agreement or obligation.

6. Client Responsibilities

The Client is solely responsible for the proper installation, use, and operation of the Products, as well as for ensuring full compliance with all applicable health, safety, and regulatory requirements. SMC shall have no liability for any damage, injury, or loss arising from the Client’s failure to comply with such obligations.

7. Warranty

Unless otherwise stated in the Order, SMC warrants that its Products shall be free from material defects for twelve (12) months from the date of delivery. This warranty is valid only if the Products are used properly and maintained in accordance with SMC's instructions.

The warranty does not apply if:

• The Products have been altered or repaired without SMC’s written consent.
• The defect arises from the Client’s specifications or misuse.
• The Products are subject to fair wear and tear, abnormal conditions, or negligence.

Defective Products, if found and reported during the respective warranty period, will be repaired or replaced at SMC’s discretion. No other remedies shall be available. The Client must inspect all Products upon delivery and promptly notify SMC in writing of any issues. Any damage, loss, or discrepancy related to shipping must be recorded on the transport documentation at the time of delivery and reported to SMC within seven (7) days of receipt. Failure to report such issues within this period may result in the claim being denied.

Product malfunctions are covered under SMC’s warranty as set out in this Section ‎7, and subject to the terms and limitations stated therein. Any unauthorized tampering, modification, misuse, or improper handling of the Products by the Client or third parties shall void the warranty and release SMC from any related liability.

8. Limitation of Liability

• SMC’s total aggregate liability for any claim, loss, or damage arising in connection with the Products provided under a specific Order shall be limited to the total amount actually paid by the Client for that specific Product under the respective Order.
• SMC shall not be liable for any indirect, incidental, or consequential damages, including loss of profit, business, or goodwill, arising out of or in connection with these Terms and/or the sale, delivery, or use of the Products.
• SMC shall not be liable for any delay or failure to perform its obligations due to force majeure (as defined below) or as otherwise exempted under these Terms.

Except as expressly set forth in these Terms, SMC disclaims all other warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, or non-infringement, to the fullest extent permitted by law.

9. Returns

SMC does not accept returns of Products unless expressly agreed in writing or required by applicable law. Any authorized return shall be subject to restocking fees and return conditions as notified by SMC.

10. Use Restrictions and Regulatory Compliance

The Client shall use the Products strictly within their intended design specifications and in full compliance with all applicable laws and regulations. Where the use, resale, or export of the Products is subject to regulatory control (including, without limitation, dual-use goods, embargoed items, or other restricted technologies), the Client must inform SMC in advance of placing an Order. SMC reserves the right to reject or cancel any such orders at its sole discretion.

The Client is solely responsible for obtaining any required licenses, permits, or authorizations and for ensuring full compliance with all applicable export control, customs, and regulatory requirements in connection with the use and distribution of the Products.

11. Order Modification, Suspension or Cancellation

Once accepted, an Order may not be modified, suspended, or cancelled by the Client without SMC’s prior written consent. SMC reserves the right to condition such consent on the Client’s agreement to reimburse any costs, losses, or damages incurred as a result of the change, including production, handling, or storage costs. SMC may, at its discretion, suspend or cancel any Order if the Client breaches its obligations, fails to make timely payment, or becomes subject to insolvency proceedings.

12. Data Protection

SMC will process any personal data provided by the Client as necessary to fulfill its contractual obligations, improve its services, and support the ongoing commercial relationship. Personal data will not be shared with third parties without the Client’s prior consent, except where required by law or where such disclosure is reasonably necessary to perform contractual obligations, for example, to logistics partners, payment service providers, or cloud service providers used to store or manage such data.

13. Intellectual Property Infringement; Confidentiality

All intellectual property in the Products and related materials remains the sole property of SMC. Client receives only a limited right to use the Products as intended and shall not copy, modify, reverse engineer, or otherwise misuse it. Client undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the Seller, except to its employees, officers and representatives who need to know such information for the purposes of exercising Client’s rights or carrying out its obligations hereunder. Client shall not use SMC’s confidential information for any purpose other than to exercise its rights and perform its obligations hereunder.

14. Force Majeure

SMC shall not be liable for any failure or delay caused by events beyond its reasonable control, including but not limited to strikes, natural disasters, pandemics, war, government actions, or transportation disruptions.

15. Assignment

The Client may not assign or transfer any of its rights or obligations under these Terms without SMC’s prior written consent. Any unauthorized assignment shall be null and void. SMC may assign or subcontract its obligations without Client’s consent.

16. Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable under applicable mandatory law, that provision shall be deemed modified to the minimum extent necessary to reflect the original intent of the Parties and to make it valid and enforceable. All remaining provisions shall continue in full force and effect.

17. Governing Law

These terms are governed by the laws of the State of Israel, and any disputes shall be resolved exclusively by the competent courts of Tel Aviv – Jaffa.

Last updated: October 2025