1. Definitions

“Order” – all documents constituting the agreement between Ashot and Supplier as stated below, including the Order form, general terms and the various appendices.
“General Terms” – the terms specified on the Order and/or on Ashot’s website www.ashot.co.il.
”Ashot”- Ashot Ashkelon Industries Ltd.
“Supplier” – any person and/or entity engaging with Ashot for the supply of materials and/or products and/or services and/or work and/or knowledge.

2. Revocation of previous documents

Upon the signing of an Order by the parties, any document, agreement or memorandum of understanding, oral or in writing, relating to such Order and prepared or agreed upon prior to the signing of the Order, shall be void. This with the exception of documents explicitly stated in the Order, which shall remain valid even after the signing. The Order is made subject to said general terms which form an integral part thereof.
In any case of contradiction, conflict or inconsistency in the provisions, plans or any detail in the general terms as opposed to what is stated in the Order form itself or any other document constituting part thereof – the Order or such document shall prevail over the general terms, provided that they have been approved and signed by an authorized representative on behalf of Ashot.

3. Services acquired by Ashot

Ashot shall be entitled, from time to time and at its sole discretion, to transfer an order for services to Supplier (hereinafter: “Order”).
The Order will be delivered in person to Supplier’s representative and/or by fax and/or e-mail and/or by any other electronic means, as instructed by Ashot.
The Order shall specify the type of products and/or services ordered, the amount it requires of any type of products and/or services, the required delivery date and additional terms regarding the Order as it deems fit.
The following documents shall be attached by Ashot to the Order, whether in practice or by way of reference: a general agreement, (insofar as signed by the parties, attached by way of reference), general terms (attached by way of reference), plans, quality requirements, product characterization, dimensions, etc. (shall be attached in practice or by way of reference to previous orders), relevant standards (insofar as not explicitly stated otherwise, the relevant standards shall be attached, by way of reference).
Supplier shall confirm receipt of the Order, in writing, no later than two business days following its receipt, as described in the section under which it was delivered to Supplier.
Supplier undertakes to retain copies of the Orders throughout the term of the agreement, whether before or after the provision of the services subject of the Order, for follow-up and inquiry purposes, insofar as required by the parties.

4. Quality of items and quality of service

The items subject of the Order will be provided to Ashot and will be of a type, quality, nature, dimensions, types of material, description and processing, all in accordance with what is specified in the Order, and unless otherwise stated, will be of the best quality material and excellent professional workmanship.
Any work or service subject of the Order will be executed for Ashot in trust, at high quality and to a high professional standard.
In the event that any item is assigned an official standard, temporary standard or guiding standard, the items subject of the Order (any work or service that includes the supply of such items) will meet the requirements of such standard. The aforesaid in this sub-section does not detract from the aforesaid in sub-section (a) and (b) above, and does not detract from Ashot’s requirements as specified in the Order and/or appendices thereto.

5. Ashot assets and Supplier’s warranty for them

Any raw and/or processed material and/or residues and/or chips created as a result of processing the material, as well as equipment, devices, raw materials, molds, blanks, including any goods or part thereof, including any specification and blueprint, which Ashot delivers to Supplier or bears the expenses of their purchase (hereinafter: “Ashot’s assets”) are and shall remain the exclusive property of Ashot, and Supplier must not use them, except for execution of the Order. Supplier will store Ashot’s Assets separately and appropriately in a manner that allows their identification as Ashot assets.
Receipt of Ashot’s assets by Supplier will serve as decisive proof that they were of good and suitable quality for the purpose of executing the Order, unless Supplier notified otherwise within 7 days of receiving Ashot’s assets or within half the period between issuance of the Order and the date set for the first delivery thereof; according to the earlier of the two, and produced evidence during this period to substantiate its claim.
Supplier is liable for Ashot’s assets, for safeguarding them and for their proper maintenance, and for any loss or damage to Ashot’s assets, including depreciation and wear and tear caused as a result of the work on Ashot’s Assets, regardless of the reason, whether or not it was caused by Supplier’s negligence, whether the damage was caused by Supplier itself and/or by its employees and whether it was caused by any third party.
Supplier undertakes that storing Ashot’s assets in its warehouses will be done in accordance with the provisions determined from time to time by Ashot and in a manner ensuring their integrity. Supplier will immediately repair any defect and/or flaw in connection with the storage of Ashot’s assets. Supplier will allow Ashot’s representatives, at any time and at their request, to visit and examine the status of Ashot’s assets in its possession.

6. Ashot knowledge

Any knowledge provided by Ashot, or acquired and/or developed through funding provided by Ashot, or which is obtained as a result of the execution of this Order or through monies paid by Ashot in the framework of this Order, shall be solely owned by Ashot and must not be used by Supplier except for the purpose of executing this Order. The Knowledge will be kept by Supplier in such a way as to prevent its transfer to any other person and use thereof by other persons.
For the purpose of this Order – “Knowledge” – copyrights, patents, drawings, design documents, work methods and tool planning, terminology of parts, software, instructions and procedures relating to development, production, assembly, quality control, acceptance tests, maintenance, including those relating to production tools, assembly, testing, and maintenance and any other written material related to or involved in development, production, assembly, testing or maintenance. “Knowledge” also includes any idea, method, and information that is not common knowledge, whether or not they are protected by patent law, copyright or other legislation, as well as arising from the execution of the work (including, but not limited to, inspection reports, test, correction methods, etc.). “Knowledge” also includes any document, registration, software, magnetic, optical, and other storage media used for storage of classified information or any other medium on which “Knowledge” is recorded or described.
“Knowledge” classified as “Top Secret” and stored on magnetic or optical media, will be stored on detachable media only (floppy disk or detachable disk), to be delivered to Ashot following the placing of the Order.

7. Supplier’s responsibility for Ashot’s knowledge and maintaining confidentiality

Supplier is responsible to Ashot for maintaining Ashot’s Knowledge as described in Section 5 above and its proper maintenance.
Supplier undertakes to keep in confidence Ashot’s Knowledge as set forth in Section 5 above, as well as information and documents related to the execution of this Order, which shall come to its attention during or as a result of executing the Order. Supplier undertakes not to use such Knowledge or information or documents or any part thereof other than for the purpose of this Order.
Supplier hereby declares that it is aware that failure to comply with what is stated in Section 15.1 above may constitute an offense under Section 118 of the Penal Law (State Security, Foreign Relations and Official Secrets), 5737-1977 and/or a violation of the International Traffic In Arms Regulations of The United States of America (ITAR), and is aware that the disclosure of Ashot’s commercial secrets may cause heavy damage to it and third parties associated therewith.
Ashot may at any time issue Supplier with instructions regarding security rules or security arrangements to ensure compliance with the provisions of subsection (a) and (b) above.
Supplier undertakes to bring subsection (b) and (c) above as well as Section 5 above to the attention of each of its employees, including subcontractors, and will be responsible for said maintaining confidentiality as stated in this section.

8. Indemnification for damages Supplier is liable to Ashot for keeping Ashot’s knowledge as set forth in Section 5

above and for its proper maintenance.
Supplier shall be liable to Ashot, employees of Ashot and people acting on its behalf, for any claim for damage or loss caused for any reason during or due to the execution of the Order, to the body or property of any person, including Supplier’s employees, employees of Ashot or people acting on its behalf or to any other person whether or not in the service of Supplier or in the service of Ashot.
The provisions of subsection (a) shall not apply to liability originating from Ashot’s negligence, or that of its employees or people acting on its behalf, if such negligence was committed in a place that is not within the realm of Supplier or not under its control or not under its supervision. However, the provisions of subsection (a) shall apply to liability caused by the use of a motor vehicle owned or controlled by Supplier. The liability of the parties or the division of liability between them in cases included in this subsection shall be determined on the basis of law.
In any case where the liability according to the Agreement and/or by law rests with Supplier, Supplier will compensate Ashot immediately upon first demand, for any amount of damage and/or loss incurred by Ashot and/or its employees and/or to anyone on its behalf, including legal expenses and attorney’s fees.
Supplier undertakes to indemnify Ashot, its employees, managers and persons acting on its behalf, for any amount incurred thereby in respect of any such damage or loss as stated in subsection (a) or at the end of subsection (b) above. Ashot will notify Supplier of any claim filed against it, and Supplier will be entitled to apply to the court to be included as a party to any lawsuit.

9. Insurance

In order to secure the fulfillment of Supplier’s undertakings under sections 4 and 7 above, and without derogating from any of Supplier’s other undertakings not in accordance with this Order, Supplier shall insure Ashot’s assets, at its own expense, at their full value against all risks, and will also insure its own liability under Section 7 above. In addition to Supplier, the insured shall also be Ashot, Ashot’s employees and those acting on its behalf.
Without derogating from Supplier’s liability, Ashot may demand that Supplier obtain Ashot’s consent to the scope of insurance and to other terms of the insurance contract prior to procuring any such insurance contract as set forth in subsection (a) above. In addition and without derogating from the generality of the foregoing, Ashot shall be entitled to demand that the insurance of Ashot’s assets indicate that all payments due to Ashot thereunder shall be paid directly to Ashot. Supplier shall furnish Ashot, upon its first demand, with the insurance contract and receipts for payment of the current insurance premiums.
For avoidance of doubt, the provisions of this section or the procurement of said insurances shall not exempt Supplier from any liability for any damage covered or not covered by any of the insurance policies and shall not derogate from Supplier’s liability under these terms, the Agreement or law.

10. Refraining from producing items of the type indicated in the Order

Supplier undertakes not to manufacture and provide to any other person or entity, with the exception of Ashot, items or parts of items of the type subject of the Order, unless it has received prior written approval from Ashot and subject to the terms agreed upon with Ashot. Ashot will grant Supplier, at its request, such approval for items whose production does not directly or indirectly involve the use of Ashot assets or knowledge as specified in sections 4, 5, and 6 above, but Ashot may refuse to grant such approval, at its discretion.

11. Right of supervision and receipt of information

Representatives authorized by Ashot shall be entitled to supervise the execution of Supplier’s undertakings including examination of the planning, production and work processes, standard of planning and work, standard of materials, and the pace of fulfilling the Order by Supplier at every stage of its execution. Supplier undertakes to allow Ashot’s representatives to perform such supervision and inspections, and to provide them, in this regard, with any assistance they may require, including providing entry to Ashot’s representatives at any time to any place where any work is carried out in connection with the fulfillment of the Order and to any place where Ashot’s assets are located, as well as to any place from which materials and equipment related to the execution of the Order are obtained. Supplier shall provide Ashot, upon request, with an appropriate location within the plant premises, equipped with the necessary equipment and conditions required by Ashot’s representatives to conduct proper inspections and supervision.
Such right of supervision as stated in subsection (a) and the use of the powers of Ashot and its representatives in accordance with the provisions of this section, shall not impose on Ashot any obligation or liability and shall not exempt Supplier from any liability or undertaking.
Without derogating from the foregoing, Supplier undertakes to allow any entity authorized by Ashot, including Ashot’s customers or an authorizing or inspecting entity, to visit any place where work is being executed in connection with this Order, and to carry out inspections to ensure that the Order is executed properly.
Ashot may, at any stage require Supplier to report to it on the progress of the work or production.
Supplier shall provide Ashot, upon its request, with any information relating to the expenses Supplier incurred in connection with executing the Order and Ashot shall also be entitled, through representatives authorized thereby, to review Supplier’s ledgers and any other document relating to the expenses or revenues that Supplier incurred in connection with this Order or its execution.
In its engagements with its subcontractors, Supplier shall ensure that the provisions of this section shall be respected, mutatis mutandis also by the subcontractors.

12. Supplier’s liability for discrepancy

Supplier is liable for any defect, flaw, discrepancy or other fault in the design, in the items ordered or any part thereof, arising from inadequate, defective or incompatible execution, materials, planning or service or incompatible with what is stated in Section 3 above, or with the quality or features necessary for the use for which they are intended or with the specifications or samples (hereinafter: “Discrepancy”).
In any case of discrepancy, Supplier will cooperate with Ashot’s representatives and act in accordance with their instructions to repair the fault, including repairing the services and/or products provided thereby, providing alternative services and/or products, bearing the cost of repairing and/or replacing the services and/or products, compensating and/or indemnifying Ashot for any damage and/or expense and/or depreciation and/or payment that Ashot will be required to pay to any third party, immediately upon receipt of Ashot’s demand.
Without derogating from the rights available to Ashot in an event of discrepancy, Supplier shall bear the cost of locating such discrepancy at Ashot, inspection of products and/or services, examination and execution of technical changes, and any other action designed to repair the fault, including shipping, transportation, and storage costs, in accordance with Ashot’s accepted tariffs for such actions.
If a discrepancy is found that recurs more than twice in products of a certain type (hereinafter: “Serial discrepancy”), the provisions of this section shall also apply to products that were provided in the past.

13. Delivery of items, quality paperwork and invoice

Supplier will deliver at its own expense and responsibility the items ordered at the place of supply, and will perform the work or service at a place determined for this purpose at hours and according to acceptable work arrangements at Ashot. Along with a shipping document to include the following details: description of the products provided in accordance with the data appearing in the Order, blueprint number according to which each service was performed, Ashot’s product catalog number.
Moreover, Supplier will concurrently furnish Ashot upon completion of delivery of the items or the provision of the service or the performance of the work in accordance with the Order, a copy of the invoice in the form required by Ashot for the items or work or service under the Order, along with a certificate confirming delivery of the items or execution of the work or service together with the quality paperwork as stipulated in the Order. Supplier will attach to said documents, if required to do so by Ashot, a report on the use of Ashot assets and a report on Ashot’s knowledge. The days specified in this Order will be counted from the date a valid invoice, along with its appendices, is submitted to Ashot’s procurement department. For the avoidance of doubt, in the event that a valid invoice and/or the quality paperwork and/or the aforementioned report are not attached to the goods or service or work provided, then the goods or service or work shall be deemed to have not been supplied, up until the date of furnishing the missing documents.
The following will serve as cumulative reference to payment: (1) a certificate signed by the authorized person at Ashot regarding receipt of the items or work or service and confirming their receipt together with the documents specified in subsection (a) above; (2) an invoice (original) as stated in subsection (d), corresponding to the details of the Order. Supplier will indicate the Order number, shipping document number and bank account number in the invoice body. If Supplier has not fulfilled any of the obligations imposed on it under this section, the payment due to Supplier will be delayed until full fulfillment of said obligations. However, if a certificate was given to Supplier as specified in this subsection regarding part of the items, work or service which Supplier was required to provide, it will be paid a proportionate part of the amount due, provided that it provides an invoice for such part that meets the requirements specified above. The provisions of this section shall not be construed as requiring Ashot to agree to receive items, work or service at a quantity less than the agreed. Regarding improper invoice or documents as stated above, the days between the date of furnishing said and the amendment thereto will not be taken into account.
The certificate signed by the person authorized to sign as stated in subsection (b) above, is a temporary certificate only. None of what is stated in this certificate shall be construed as an admission by Ashot that Supplier complied with the terms of the Order or in any way derogates from the rights of Ashot or remedies at its disposal or prevents Ashot from subsequently examining the items, work or service and raising any claim of discrepancy or other claim regarding the breach of the Order or its terms.
Without derogating from the foregoing in this section, Supplier must provide Ashot Accounting Department, within 14 days of delivering the items or providing the service or executing the work under the Order, with the original invoice.

14. Remedies for breach and duty to notify regarding an expected breach

Ashot may revoke the Order in whole or in part in any case where Supplier is in fundamental breach of any undertaking imposed on it under this Order. The aforesaid in this subsection does not derogate from Ashot’s power to revoke the Order due to a non-fundamental breach as stated in Section 7(b) of the Contracts Law (Remedies for Breach of Contract), 5731-1970.
If Supplier becomes aware that a delay in supply or another breach of the terms of this Order is expected, it must immediately notify Ashot in writing. In the event that a delay in supply is expected, Supplier must indicate in the notice the reasons for such delay as well as the expected delivery date. A notice as stated in this subsection shall be deemed as a notice of an expected and probable breach, and Ashot shall be entitled to all remedies as a result thereof, as specified in this Order and under any law.
In any case of arrears in supply, Supplier shall pay compensation in advance, amounting to 0.33% of the Order value, for each day of arrears, as pre-agreed damages. This payment does not detract from Ashot’s right to reject and/or refuse to accept the subject of the Order or part thereof.
Delay in supply shall be deemed a fundamental breach if it exceeds the shortest of the following two periods: 3 months or a quarter of the period set for the supply of items, work or service. For the avoidance of doubt, it is hereby emphasized that such delay in the supply of one portion or one quantity of the prescribed portion or quantities shall be deemed a fundamental breach of the entire Order. The provisions of this subsection shall not be construed as ruling out the possibility of other fundamental violations.
In the event that Ashot revokes the Order, in whole or in part, due to a breach by Supplier, Ashot may order through another supplier, at the expense of Supplier, items or work or service similar to those subject of the Order, or other items or work or service, which in the opinion of Ashot are suitable to serve as an alternative, and charge Supplier the full price difference between the price of the items or the work or service in this Order (when it is calculated on the basis of the provisions for linkage and price increase in the Order or in its appendices as of the date on which the payment is made to the alternative supplier) and the price of the items or the work or the service purchase by Ashot from the alternative supplier.
If Ashot revokes the Order due to a breach by Supplier, the latter will repay Ashot any amount received from it on account of this Order (in case of cancellation due to failure to supply some of the items or work or service, Supplier will repay Ashot a proportionate part of such amount). The amount to be refunded will be linked to the price of the items, work or service (in accordance with the linkage and price increase provisions in the Order or the appendices thereof) and will bear interest at the rate of arrears interest used by the Accountant General of the Ministry of Finance, from the date of payment to Supplier to its repayment in practice to Ashot.
In any event that due to a breach of Supplier’s undertakings, in whole or in part (including in the event of revocation of an order as a result), Supplier has not supplied the items or work or service ordered to Ashot, in whole or in part, or that items or work or service provided have been returned to it due to discrepancy, Supplier shall pay Ashot fixed and pre-agreed compensation amounting to 20% (twenty percent) of the price specified in the Order, on the day of payment of the compensation (calculated in accordance with the linkage and price increase provisions in the Order or the appendices thereof), of the items or work or service that were not supplied or were returned as stated. The compensation in this subsection shall be in addition to any payment due to be made under subsection (d), subsection (e) and subsection (f), and they do not derogate from any additional remedy available to Ashot under this Order and/or under any law. In the event that the raw material used to manufacture the items subject of the Order was supplied to Supplier by Ashot, Supplier shall pay Ashot, upon the occurrence of one of the cases specified in this section and in addition to all that is stated therein, also the cost of the raw material provided to it by Ashot.
Ashot shall notify Supplier of a discrepancy in the items, work or service provided, within 6 (six) months of becoming aware of such discrepancy. Ashot will not be entitled to rely on a discrepancy, unless it notified of such within 3 (three) years of the date on which the non-conforming item or work or service was supplied thereto. This restriction shall not apply and Ashot shall be entitled to rely on discrepancy in items or work or service, even if it failed to issue said notice within a period of 3 (three) years, if the discrepancy could not have been detected by a reasonable inspection. The provisions of sections 13, 14 and 15 of the Sales Law 5725-1968 and the provisions of Section 3 of the Contractor’s Contract Law, 5734-1974 shall not apply to this Agreement. Nor will this Agreement be governed by any other provision requiring Ashot to inspect the property or the work or the service or to notify of any defect or discrepancy therein, nor will any provision limiting Ashot’s rights apply to this Order in the event of such failure or failure to provide notice.
Without prejudice to any other right of Ashot under this Order or under any law, Supplier undertakes to repair, upon Ashot’s demand, any defect, malfunction discrepancy or any other flaw as stated in Section 11 above at its own expense, and to compensate Ashot for the full damages or loss caused or to be caused to it by one or more of the factors specified above. An amendment under this subsection shall be carried out within a reasonable time, according to the circumstances of the case, and in any case not exceeding half the supply schedule of the original products and/or services. If Supplier fails to carry out the repair stated in this subsection within a reasonable time as determined by Ashot in its notice to Supplier, Ashot shall be entitled, at its discretion, to carry out the repair itself or through another supplier, and Supplier shall be obliged to reimburse Ashot all the repair expenses and losses incurred as a result.
Without derogating from any of the provisions of this section, in any case of breach of any undertaking by Supplier, whether or not the Order was revoked by Ashot as a result, Supplier undertakes to indemnify Ashot for any fine and/or expense of any kind, imposed on Ashot by its customers and arising from Supplier’s breach.
The provisions of this section do not derogate from any right to act against Supplier according to this Order or by any law.

15. Revocation of an order by Ashot

Ashot may, at its discretion, at any time it deems fit, revoke the Order in whole or in part, by a written notice to Supplier. In such a case, the following provisions shall apply:
Ashot will pay a proportionate portion of the price stated in the Order for such items or work or service provided to it in accordance with the Order prior to its revocation or, if a separate price is determined for each item, work or service in the Order, the price as determined in the Order for items, work or service provided.
If Supplier is in possession of finished and completed items or work or service required of it under this Order, on the date it receives the revocation notice as stated, it must immediately transfer them to Ashot, and Ashot shall pay for them in accordance with the provisions of subsection (a).
With regards to items or work or service not provided due to the revocation of the Order as stated in this section, Ashot shall pay the reasonable direct costs incurred by Supplier in practice up its receipt of the revocation notice, arising from its undertaking to supply said to Ashot, provided that such costs shall be proven to Ashot by Supplier. If, as a result of incurring the costs mentioned in this section, Supplier acquires any asset or right, such asset or right will be delivered to Ashot. “Costs” in this section, includes reasonable obligations incurred by Supplier in respect of the Order provided that Supplier has made every effort to reduce these undertakings and its damages. The payment under this subsection shall not exceed the lower of the two: 1) the linked price set forth in the Order for items or work or service provided; 2) a proportion of the price set forth in the Order for items or work or service not provided, which shall be calculated according to the ratio between the direct costs incurred by Supplier in practice due to its undertaking to supply them, as specified in this subsection, and the total direct costs that it would have incurred had the Order in their regard been executed, plus a percentage of the amount received at the applicable VAT rate.
Ashot may withhold payments due to Supplier under this section pending receipt of the assets and property that Supplier must transfer thereto, as specified in Section 15 below.
For the avoidance of doubt, it is hereby emphasized that Supplier will not be entitled to any additional compensation or payment due to the revocation of the Order in accordance with this section, with the exception of the payments specified therein.
Supplier shall reimburse Ashot any payment it paid thereto on account of items or work or service not provided due to the revocation of the Order as stated in this section.

16. Delivery defect

It is hereby agreed that one or more of the following events shall be deemed a delivery defect: the Order was not delivered in full, there is a discrepancy between some or all of the products ordered and those provided, not all of the documents specified in Section 13 above were furnished, the products arrived in improper packaging.
Where a delivery defect is discovered, a representative of Ashot will determine whether to accept the shipment, in whole or in part. Products suspected of a defect will be omitted from the delivery note prior to its approval, and shall be deemed unsupplied products.
Supplier will be responsible, at its own expense, to remove from the premises of the Ashot factory products the receipt of which was rejected within two business days of receiving Ashot’s rejection notice.
Supplier shall not be liable for breaches caused by circumstances that constitute force majeure over which Supplier had no control or ability to foresee. It is hereby clarified that a strike which is not a national strike, lockdown, and/or a security situation which is not war, will not constitute force majeure.

17. Return of Ashot assets and knowledge

In the event of the execution of an Order or its revocation, by virtue of any provision in the Order or by law, Supplier shall return to Ashot as per its demand, immediately following execution or immediately following the revocation as aforesaid, all as the case may be, all of Ashot’s assets with the exception of assets invested in equipment pertaining to items, work or service provided to Ashot. Said return will be made at the place specified in Section 12 above and in accordance with the provisions of that section. Supplier will further transfer to Ashot in such case, all Ashot’s knowledge.

18. Changes at Ashot’s request

Ashot may demand of Supplier in writing, at any time prior to provision of the items, work or service as stated in Section 12 above, changes to items or specifications or models or work or service or schedule. In such a case, the following provisions shall apply:
If it is agreed between the parties that the changes involve a change in expenses or a change in the date of execution, and the parties reach an agreement regarding the change in price (either an increase or a reduction) and on the change of date, Supplier will make the change as per the demand made while amending the price as agreed between the parties. If it is agreed between the parties that the changes do not involve a change in expenses or a change in the date of execution, Supplier will make the changes as per Ashot’s demand.
Ashot will not require changes by virtue of this section, that involve an addition (or reduction) of more than 25% of the price of the Order/item/service.
In the absence of such agreement as stated in subsection (a) or (b) above, the matter will be brought to the decision of a person to be agreed upon by the parties, and if the parties fail to agree, a person who will be appointed for this purpose by the head of the Bar Association (subject to such person’s approval by the Field Security Department). Said person’s decision regarding a change (or absence thereof) in price or execution deadline or regarding the applicability of subsection (b) shall be final.
In any case, Supplier must, if required to do so by Ashot in writing, begin without delay the execution of the changes required by virtue of this section, without waiting to obtain consent as stated in subsection (a) or (b) or for a ruling as stated in subsection (c).
The provisions of this section do not derogate from Ashot’s power to revoke the Order, in whole or in part, by virtue of other provisions in this Agreement or under any law.

19. Fixed prices

The prices set in the Order are agreed and fixed in advance and no addition will be paid for them (except for an additional linkage or increase if set in the Order or its appendices). Without derogating from the aforesaid, it is emphasized that such addition will not be paid for a delay in payment of the consideration by Ashot resulting from Supplier’s failure to deliver a timely invoice as per Section 12 of the General Terms of the Order and/or for non-supply on the date specified in the Order. Without prejudice to the generality of the provisions of this section, the provision regarding non-payment of the addition shall also apply to taxes, levies, mandatory payments, inflation and price increases.

20. Offset and update

Ashot shall have the right to offset any amount owed to it by Supplier, including expenses and costs incurred due to Supplier’s failure to provide an invoice and accompanying documents as required under sections 12a and 12b of the General Terms of the Order. This offset can occur at the times specified in said terms and may also include amounts owed to Ashot by Supplier under any other agreement or law, from amounts that Supplier is entitled to under this Agreement.
Ashot may withhold funds from Supplier, from time to time, owed to it by Ashot, if Supplier fails to comply with its obligations under this Agreement or any other agreement. No linkage and/or interest shall be paid for such monetary delay.
Supplier hereby waives the right of lien, insofar as such right is vested therein by law.

21. Prohibition of Order transfer

Supplier may not transfer the entire or part of the Order, directly or indirectly, to another person or entity without Ashot’s prior written consent. Such consent, if given, will not create any rivalry on the part of Ashot against the other supplier, unless Ashot explicitly agreed to such. In any event, Supplier will always remain liable to Ashot for the execution of the Order and the fulfillment of the entire content thereof, together with the other supplier.
Notwithstanding the provisions of subsection (a), Supplier shall be entitled, subject to the provisions of this subsection, to transfer to subcontractors (or to another supplier) works in connection with the execution of this Order, at a scope not exceeding 25% of the value of the Order. However, Ashot shall be entitled to demand that any delivery of work to such subcontractor shall require its approval. In no event shall Ashot incur any liability towards the subcontractor (or the other supplier), and Supplier shall remain liable towards Ashot for executing the entire Order and fulfilling all that is stated therein. Without derogating from the provisions of this section, Supplier undertakes to comply with all its undertakings towards its subcontractors, so as not to prejudice any of Ashot’s rights under this Order.
Supplier may not transfer a right granted to it or an obligation imposed thereon under this Order, in whole or in part, except with Ashot’s prior written consent.
Supplier exempts Ashot from any liability to it and/or the assignee, if for any reason the check was not executed.
Supervision by Ashot
Representatives authorized by Ashot shall be entitled to supervise the execution of Supplier’s undertakings including examination of the planning, production and work processes, standard of planning and work, standard of materials, and the pace of fulfilling the Order by Supplier at every stage of its execution.
Supplier undertakes to allow Ashot’s representatives to perform such supervision and inspections, and to provide them, in this regard, with any assistance they may require, including allowing entry to Ashot’s representatives at any time and to any place where any work is carried out in connection with the fulfillment of the Order and to any place where Ashot’s assets are located, as well as to any place from which materials and equipment related to the execution of this Order are obtained. If required, Supplier shall provide Ashot’s representatives with an appropriate location within the plant premises, equipped with the necessary equipment and conditions required by Ashot’s representatives to conduct proper inspections and supervision.
It is hereby clarified that such supervision as well as exercising the powers of the Company and its representatives in accordance with the provisions of this section, will not impose on the Company any obligation or responsibility or exempt Supplier from any responsibility or liability.
Without derogating from the foregoing in this section above, Supplier undertakes to allow any entity authorized by the Company, including its customers or an authorizing or inspecting entity, to visit any place where work is being executed in connection with this Order, and to carry out inspections to ensure that the services are properly provided.
Ashot may, at any stage require Supplier to report to it on the progress of the work or production.
Supplier’s representative at Ashot
Supplier shall appoint one of its employees, with experience, expertise, and understanding in the field of services, to serve as its representative in all matters relating to Supplier’s performance of its undertakings under this Agreement (hereinafter: “Ashot representative”). Supplier shall notify Ashot of the appointment of its representative at Ashot, shall provide it with any details required of it in connection therewith and shall obtain its approval for said appointment. Supplier’s representative at Ashot shall be responsible for the following matters and actions: continuous contact with Ashot’s representative, receiving assessments from Ashot’s representative regarding the expected type and amount of services that Ashot will purchase, from time to time, during the term of the Agreement, ongoing advice regarding the services as stated in the Agreement, supervision of the supply and return of products, and coordination in connection with such activities.
Supplier’s representative will arrive at the Ashot factory at the request of Ashot’s representative, during normal business hours, and with reasonable advance notice. Nevertheless, in the event of a service that is urgently required, Ashot will contact Supplier’s representative even outside the normal working hours, and Supplier’s representative will make every effort to comply with Ashot‘s requirement.
In order to ensure continuous and adequate service, Supplier is required to take the necessary steps under the circumstances in order to avoid, to the extent possible, changes in Supplier’s representative at Ashot, and in any case where the replacing of the representative is required for reasons that are not dependent on Supplier, Supplier will notify Ashot’s representative, as soon as Supplier becomes aware of said and insofar as such depends thereon, at least two weeks in advance and in writing.
Ashot shall be entitled to require Supplier to replace Supplier’s representative at Ashot, for any reasonable reason, and Supplier shall do so, no later than one week following said request.

22. Waiver

No waiver, failure to act or the granting of an extension by one party to the other shall be deemed a waiver of the rights of such party under any law or under the Order, unless such party explicitly waives them in writing. It is emphasized that such a waiver shall only be valid if given by the authorized signatories who signed the Order or by their substitutes.

23. Use of Ashot’s property by Supplier

Any use of Ashot’s assets and/or knowledge other than for the purpose of executing the Order requires Ashot’s prior, written approval as well as a special agreement to be drawn up with Ashot, which will provide for the terms of use of the equipment, payment of consideration for such use, method of collecting the consideration, and the methods of supervising said use.
In consideration for the use of Ashot’s assets and/or knowledge for purposes other than for Ashot, royalties and/or usage fees will be due to Ashot, at a rate decided by Ashot, and Ashot shall be entitled to deduct any sum due to it from Supplier from the amounts to which Supplier is entitled under this Order or on any grounds whatsoever, and this without detracting from any right available to Ashot by law and/or contract.
It is hereby clarified that Supplier may not use and/or indicate and/or publish the name of Ashot and/or the name of Ashot’s customers and/or the products/service/work provided by it to Ashot, without obtaining Ashot’s prior written consent regarding such use and/or publication.

24. Contractor penalties

The contractor warrants and undertakes that it and its employees will adhere to all safety rules and requirements set forth in the law and in the Company’s guidelines, and is aware that their breach may incur charges and fines, in accordance with the frequency and severity of the breach, as shown in this attached file (click here).

25. Applicable law and local jurisdiction

The provisions, execution, and interpretation of the Order, including the provisions of this document, will be subject to the laws of the State of Israel. The Ashkelon Magistrate Court or Beer Sheva District Court (as the case may be) shall have exclusive jurisdiction to hear any dispute and/or disagreement and/or lawsuit that may be filed in connection with this Order.

26. Notifications

Any notice in connection with the Order will be issued in writing and will be delivered in person or by registered mail according to the addresses mentioned in the Order. Messages on behalf of Ashot (including notices under sections 14 and 16 above) are valid only if signed by the person who signed the Order or by the person currently performing that role.

For the Supplier Management in Hebrew, please click here.

לקבלת נוהל ניהול ספקים בעברית, לחץ כאן.