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The only terms and conditions that apply to this purchase order are those set forth below.  No terms or conditions in any form or other communications between Syneron-Candela group of companies, as “Buyer” and the Seller as identified on the face of this order pertaining to the purchase subsequent prior to the issuance of this order, which in any way differ from or add to the terms and conditions set forth within shall become a part of the contract between the parties unless the Buyer expressly agrees in writing thereto.  Buyer’s failure to object to any terms or conditions set forth in any form of communication from the Seller will not be considered as a waiver.  The agreement by the Seller to furnish such Articles of service in whole or part shall constitute acceptance by the Seller of this order and the terms and conditions set forth.  Acceptance shall be binding upon the Seller and the Seller’s successors and assigns.

  1. DEFINITIONS, as used in these terms and conditions are as follows: “Order” means purchase order, “Articles” means goods, products, supplies, parts, materials or other items which constitute the subject matter of this order to be furnished by the Seller to Buyer.
  2. PRICE. The unit price or total price stated on the face of this order is firm and not subject to increase.  The Seller warrants the price being charged is no higher than the price for the same Articles in the same quantities to any others.  If the price is omitted from this order, the price shall not be any higher than the Seller’s lowest prevailing price for Articles of like quality and quantity in effect on the date of this order.  Buyer shall receive full benefit of any reduction in the price of any Articles covered by this order if made prior to the Seller’s receipt of this order.
  3. FACILITIES AND SPECIAL EQUIPMENT. Seller warrants that it now has or can readily procure without financial assistance of Buyer all facilities necessary to complete this order in a timely manner.  Special dies, tools, molds, patterns and the like used by Seller are at the Seller’s expense.
  4. DRAWINGS/ TOOLS/ EQUIPMENT. All drawings and other data as well as all tools, dies, jigs, fixtures, molds, patterns and any other equipment furnished or paid for by Buyer shall be the Buyer’s property.  The said above will be maintained in good working property at all times by the Seller.  The return of said items may be made by the Buyer at any time.  Items shall be deemed loaned to seller, and Seller shall fully compensate Buyer for same which are not returned to the Buyer either as originally loaned or an integrated part of Articles ordered.  Seller shall fully protect and shall not use such property except in filing this or other Orders for Buyer and shall plainly identify as Buyer’s property. Seller shall insure Buyer’s interest in such data and equipment and upon request shall supply buyer with certification of such coverage. Said items shall be delivered promptly to Buyer or Buyer’s designee on request
  5. CHANGES MADE BY THE BUYER. At any time the Buyer may change or delete any one or more of the following with proper notification to the Seller - Articles, quantities, specifications, drawings, art work which applies to the order, method of packaging, mode of shipment, place and time of delivery.  If any such changes cause an increase or decrease in the cost or the time for the Seller to perform, a settlement which is equitable to both parties will be made in the prices or delivery schedule or both.  Any claim for adjustment by the Seller shall be deemed waived unless notification is made to the Buyer within fifteen (15) days from the date the Buyer notifies the Seller of the change.
  6. CHANGES MADE BY THE SELLER. The Seller shall notify the Buyer of its intent to make any changes to the composition, formulation, components, or items in regards to the Order; Suppliers of a raw material or component comprising or included in the Order or in regards to the Order; the manufacturing processes or procedures for performance or reliability characteristics of any product or any part thereof (including labeling, etc.); or to the product Specifications via written notice.  This notice will be provided to the Buyer not less than 90 days in advance of the proposed implementation date of the change, not less than 30 days in advance of any change to the product Specifications that the Seller reasonably believes is required by law to be made, so that the Buyer can determine whether these change(s) may affect the quality of the finished device.   The Seller shall not implement any such change as to any product without the Buyers prior written approval, which may be withheld by the Buyer, in its sole discretion. 
    The Seller shall notify the Buyer in writing and must receive approval by the Buyer prior to any use of any nonconforming material in the manufacture of any product; implementation of any Seller authorized temporary deviation that could affect the production or handling of any product; or implementation of any Seller initiated corrective action that could affect the safety or efficacy of any product. 
    In the event the Seller wishes to request a change of manufacturing location, the Seller shall provide a minimum of a six (6) months notice to the Buyer and is solely responsible for all costs incurred by both Seller and the Buyer to facilitate the transfer.  Such a transfer requires approval in writing from the Buyer.
  7. CONFIDENTIAL INFORMATION.  Any and all information contained in drawings, specifications, blueprints, sketches, models, samples, tools, designs, technical information or data written oral or otherwise submitted to Seller prior to or during the time this order exists is proprietary to Buyer and Seller will not duplicate or disclose any information except when deemed necessary to perform and meet the requirements of this order.  Unless otherwise agreed in writing, information submitted or disclosed by the Seller to the Buyer shall not be considered confidential or proprietary and shall be acquired by Buyer free of any restrictions.
  8. CANCELLATION/TERMINATION.  Buyer requires strict performance of every term and condition of this order time being the essence.  Buyer may by written notice to Seller cancel for default this order, in whole or part, if Seller (1) fails to deliver within the time agreed to by both parties (2) fails to deliver conforming Articles or (3) fails to make progress so as to endanger performance in the completion of this order, or (4) becomes insolvent, has appointed with or without Seller’s consent, any trustee or receiver for any substantial portion of the Seller’s assets, of any assignee for the benefit of its creditors, or commits an act of bankruptcy, if reorganization proceedings are commenced by or against Seller, if this order is cancelled for default, Buyer has the right and remedies which the law provides for failure to perform, including the right to charge the Seller with the cost incurred by the Buyer in fabrication or procuring replacement Articles from alternative sources to the extent that such cost exceed the purchase price stated on this order.  Buyer shall have no obligation to Seller with respect to the called portion of this order and Buyer liability shall be limited to payments for the delivered portion at the rate specified on the face of this offer.  If this order is terminated for any reason, in whole or in part, by the Buyer after giving Seller written notice, Seller shall immediately stop work on the order and notify any subcontractors to do likewise.  Seller shall be entitled to reimbursement or actual costs incurred up to and including the date of termination.  Accounting costs will be in accordance with recognized sound accounting principles and practices.  Seller shall immediately stop work on the order and notify and subcontractors to do likewise.  Seller shall be entitled to reimbursement for actual costs incurred up to and including the date of termination.  Accounting of costs will be in accordance with recognized sound accounting principles and practices.  Seller shall be entitled to a fair and reasonable profit of the work done prior to termination at a rate not exceeding that used in establishing the original purchase price.  All termination claims shall be subject to the inspection and audit by the Buyer.
  9. SHIPMENT/DELIVERY SCHEDULE.  Time is of the essence in the performance of this order.  (A) Shipment and delivery must be executed within the time stated on the face of this order.  If Articles arrive more than ten (10) days prior to the date specified;  Buyer shall have the following options:  (1) accept delivery and postpone payment until the date payment would have been due, (2) refuse to accept Articles without liability for any loss, damage or expense incurred or sustained by Seller, including cost of returning , storing or reshipping Articles.  If shipment and delivery is not made within time stated, Buyer may cancel this Order, in whole or in part, under Section 8 without liability to the Seller to purchase substitute items elsewhere and hold the Seller accountable for any loss or additional costs incurred.  Neither party shall be liable for any default due to Force majeure, “Act of God”, however, Seller’s default shall not be excused unless notification is given to the Buyer immediately upon occurrence of any such act.  (b) In the event of a strike or other labor dispute resulting in possible delay in Seller’s performance the Buyer has the option, after giving the Seller notice, to vest title in itself to tools, unfinished parts, raw materials and many work in process associated with this order and Seller shall upon Buyer’s request deliver any or all of the above to the Buyer outside the Seller’s plant.  (c) If Seller’s deliveries fail to meet the scheduled dates as agreed, and if as a result the Buyer requires the Seller to make express or air shipments, partial shipments or both, then Seller shall assume all resulting shipping charges.
  10. SHIPPING.  All Articles shall be properly packed, marked and shipped by an insured carrier in accordance with the requirements hereof and comply with all instruction as furnished from the Buyer to Seller.  Shipments shall be routed in accordance with Buyer’s instructions and Seller will reimburse Buyer for all expenses incurred as a result of improper packaging, markings, or routing.  Seller must deliver the exact quantities specified unless Buyer has otherwise agreed in writing.  Articles shall be shipped in one lot unless Buyer authorizes partial shipment.  Buyer count or weight shall be final and conclusive on shipments not accompanied by packing list.  Packing lists to include quantity shipped, Order number, manufacturer’s part number and description, and Syneron part number and description where applicable.  Failure to mark Articles and submit packing list can cause a delay in payment of Articles to Seller.  Buyer assumes no responsibility for Articles shipped in excess of quantity ordered.  Such shipments may be returned to Seller at Seller’s expense, including handling and transportation charges.
  11. TERMS OF PAYMENT. Payment shall be contingent upon delivery and acceptance of Articles.  After presentation of proper invoices, payment will become due sixty (60) days from delivery and acceptance or from date which proper invoices are presented, whichever is later.
  12. INSPECTION.  All Articles shall be subject to final inspection and acceptance or rejection by Buyer after delivery regardless of any prior payments made.  Buyer may perform preliminary inspections both during and after manufacturing at the premises of Seller or its subcontractors and Seller will, without additional charge; provide reasonable facilities and assistance required for testing and inspection by Buyer.  Preliminary inspection does not relieve Seller of its obligations to perform a complete and adequate inspection and furnish Articles which conform to the requirements of this Order.  Payment for any Articles shall not be taken as acceptance.
    If Articles furnished do not conform to the Buyer requirements, Buyer shall have the right to  (1) reject and return the same at Seller’s expense for full credit, including the cost of handling and transporting, or (2)     require the replacement or correction of same at Seller’s expense, including the cost of handling and transporting, or (3) accept same and either use it in its existing condition or make necessary corrections with an equitable reduction in the purchase price, or (4) cancel this order in whole or in part at not cost to Buyer.
  13. TITLE AND RISK OF LOSS.  Title to and risk of loss to items purchased which conform to this Order shall pass to Buyer upon receipt at Buyer’s premises.  Title to and risk of loss for non-conforming items shall remain with the Seller until final acceptance.
  14. WARRANTIES.  Seller expressly warrants that all Articles conform to the drawings, specifications, sketches, models, samples, designs, technical information or data, or other description furnished by Buyer, will be merchantable will be free from defects in design, material and workmanship, will be of the grade and quality specified, and will be fit and sufficient for the purpose or use intended.  This warranty will survive and delivery, inspection, acceptance or payment to the buyer, its successors, and customers and to any warranties of additional scope and will continue for a period of twelve (12) months from date of delivery and acceptance by Buyer.  If defective Articles are repaired and/or replaced by Seller, the warranty terms will be renewed for such repair or replaced Articles.
  15. REMEDIES.  All rights and remedies provided Buyer herein shall be cumulative and addition to any other rights and remedies provided by law or equity.  Buyer’s waiver of any violation by Seller shall not constitute a waiver of any other violation.
  16. PATIENT INDEMNITY.  Seller hereby indemnifies Buyer, its successors, agents, customers and users of its products against loss, damage or liability of any suit, claim, judgment or demand involving infringement or alleged infringement of any patent, trademark, copyright or other proprietary right in the manufacture, use or disposition of any Articles supplied.  Seller shall notify of any such suit instituted against it and shall permit Buyer to participate in the defense of same or make settlement in respect thereof. If the product or any other part is held to constitute an infringement and the use thereof is enjoined, Seller shall at its own expense, either procure for Buyer the right to continue using the product or any part thereof, replace same with a non-infringing product or part, or so modify same that it becomes non-infringing.  In the event of the impossibility of the foregoing options, at the Buyer’s option and without prejudice to the Buyer’s right, Seller shall grant Buyer a cash rebate for the purchase price of such product.       Where the performance includes experimental, development or research effort and such worth is paid for in whole or in part by Buyer, Seller shall disclose to Buyer all confidential processes or know-how or trade secrets resulting therefrom and on request shall surrender to Buyer each invention and property right resulting therefrom.
  17. IDEMNITY.  Seller shall indemnify and hold harmless, Buyer, its officers, employees, agents from and against all claims, judgments, liabilities, losses, injuries and damages of every nature (including cost and related expense) caused by acts of omissions of Sellers, its officers, employees, agents directly or indirectly arising out of the performance of this order or any acts or omissions of Seller’s contractors or suppliers.
  18. SET-OFF.  Any amount owed to the Seller by Buyer or any of Buyer’s affiliates shall be subject to deduction for any setoff or counterclaim arising out of this or any other order to the Seller from Buyer or any of Buyer’s affiliates.
  19. ADVERTISTING.  Any advertising of this order including Articles, pictures, descriptions or samples by Seller is prohibited except when Buyer has given written approval.
  20. COMPLIANCE WITH LAWS.  The Seller shall comply with all applicable laws, ordinances, codes, rules and regulations in the performance of this order, including without limitation, the Sale of Goods Act of 1968 (“Hok Hamecher”), the Sale of International Goods Act of 1999 (“Hok Hamecher, Mecher Tuvin Bein Leumi”) and Liability for Defected Product Act of 1980 (“Achrayot Lemuzarim Pgumim”) .
  21. ADDITIONAL OR INCONSISTENT TERMS.  Terms and conditions set forth in any document provided by the Seller to Buyer which differ from, conflict with, or are not included in this order shall not become a part of any agreement between Buyer and the Seller unless such terms and conditions are specifically accepted by Buyer in writing.
  22. ASSIGNMENT/SUBCONTRACTION.  Neither these terms and conditions or any part of this order may be assigned, subcontracted or delegated without prior approval from Buyer and any such attempts shall be void.
  23. APPLICABLE LAW.  These terms and conditions shall be governed exclusively by the laws of Israel, and the competent courts of Tel-Aviv shall have exclusive jurisdiction with respect thereto.