Groundwork BioAg Ltd – Terms of Sale

These Groundwork BioAg Ltd. Terms of Sale (“Groundwork” and “Terms”, respectively) together with the proposal provided by Groundwork (“Proposal”) govern the sale of Groundwork’s Dynomyco product for mycorrhizal inoculation (“Product(s)”) to the entity submitting the order (“Buyer”).

  1. Each order for the Products is subject to written acceptance by Groundwork (“Order”). Payment for an Order will be made by Buyer upon submission of the Order, through third party payment processing services, which are subject to separate terms and conditions.
  2. Subject to Buyer’s payment for the Products, Groundwork will ship the Products DPU (Incoterms 2020), to the destination specified by the Buyer in its submission of the Order. Shipping and delivery dates are approximate. Title to the Products and risk of loss or damage to the Products will pass to Buyer upon delivery of the Products to the carrier at the Groundwork facility or designated logistics center. Notwithstanding title to the Products passing to Buyer, title does not and will not pass to Buyer as to any intellectual property rights in and to such Products, which shall remain vested with Groundwork or its licensors, as applicable.
  3. Buyer may cancel an Order no later than 14 days after Buyer’s receipt of the Products purchased pursuant to such Order (“Cancellation Period”); provided however that Buyer: (i) informs Groundwork of its decision to cancel the Order by an unequivocal statement (e.g. a letter sent by post, or e-mail, or by calling Groundwork); (ii) provides Groundwork with all applicable details, including, but not limited to, details of the Order and Buyer’s name, home address, phone number and email address, where applicable); and (iii) returns to Groundwork all Products purchased pursuant to such Order in their original packaging, complete with all related booklets, labels, protective covers and boxes, together with the original invoice, at Buyer’s expense. Groundwork will refund Buyer the purchase price of the cancelled Products, within 14 days as of Groundwork’s receipt thereof. Following the Cancellation Period, all Orders shall be non-cancelable, and all payments shall be non-refundable.
  4. The Products are for Buyer’s internal use in accordance with Groundwork’s published specifications, and may not be resold or redistributed by Buyer. Buyer agrees that it will not, and will not permit any third party to, reproduce, breed, transform or reverse engineer the Products or any part thereof. Buyer will comply with any and all applicable law in connection with its use of the Products, including without limitation export control laws and regulations, and will obtain and maintain for itself, at its own cost, any and all licenses and permits required for the use of the Products under any applicable law. Buyer will indemnify and hold harmless Groundwork and its representatives from and against any claim, action, damages, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) relating to Buyer’s breach of this Section 3 or to Buyer’s use of Products.
  5. All intellectual property rights pertaining to the Product or to any improvements, developments, transformations thereof or arising therefrom or generated hereunder, including but not limited to patents, know-how, copyrights, trademarks, trade secrets, rights analogous to those set forth herein and any other proprietary rights relating to intangible property, all whether protectable or not, registered and unregistered, and all goodwill related to any of the foregoing are and shall remain at all times, the exclusive property of Groundwork, and may not be exploited, reproduced or used by Buyer except as expressly permitted under these Terms.
  6. ALL PRODUCTS ARE PROVIDED “AS IS” WITH NO WARRANTIES, WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. GROUNDWORK SHALL NOT BE LIABLE FOR ANY COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, OR FOR ANY LOSS OF PROFITS, LOSS OF USE, OR FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, RELATING TO THESE TERMS OR TO THE PRODUCTS, UNDER ANY THEORY OF LAW. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, GROUNDWORK’S LIABILITY RELATING TO THESE TERMS OR TO THE PRODUCTS SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS ACTUALLY GIVING RISE TO THE APPLICABLE CLAIM.
  7. These Terms are governed by the laws of the laws of the State of Israel, without regard to conflicts of law principles, and the courts of Tel Aviv, Israel shall have exclusive jurisdiction over these Terms. Buyer may not assign these Terms or any of its obligations hereunder without the prior written consent of Groundwork. These Terms, together with the Proposal (and any corresponding Order), constitute the entire agreement between the parties and may not be amended except in a writing signed by Groundwork. Any failure by Groundwork to insist upon performance of the provisions of these Terms or the Proposal will not be construed as a waiver of such right. In the event any provision of this Agreement is held to be invalid or unenforceable, then such provision will be deemed automatically adjusted to the minimum extent necessary to conform to the requirements for validity as declared. Groundwork will not be liable for any damages or cost arising out of the delay or non-delivery of Products due to a force majeure event, including without limitation, accidents, machinery of equipment breakdown, acts of god, unanticipated natural phenomenon, labor disputes, strikes or industrial disturbances, pandemics, any act of any government, any judicial action, war, public disturbance or riots, inability to obtain parts, or shortages in energy, components, materials or supplies.

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