General Terms and Conditions of Business Sutok Environmental Engineering

1.    Scope

  1. The General Terms and Conditions of Sutok Environmental Engineering (hereinafter called Sutok) apply exclusively. They also apply to all future business relations with the client even if this is not explicitlyagreed. The General Terms and Conditions form an inseparable part of the contract.

  2. The general terms and conditions of business of the client only apply if Sutok has explicitly confirmed this in writing. The lack of an explicit rejection of the general terms and conditions of business of the client does not mean a relin- quishment of or amendment to the General and Conditions of Sutok.

2.    Performance of contract

  1. The client has the right to monitor contractual performance of the work and shall support Sutok, if needed, in fulfilling its contractual obligations. In particular it shall, if necessary, ensure staff or subcontractors have unhindered access to the respective objects or properties. The client shall further ensure immediately, albeit at the latest on demand, that Sutok has unrestricted access to all necessary information for the project. Information in this regard is particularly documents, know-how, significant data and information, services, plans, overviews, reports, expert opinions, electronic data and other relevant documentation available. It shall further inform Sutok immediately if there is reason to believe that there is further relevant information available outside its sphere of influence and, should the client acquire further information in the course of the project, forward same to Sutok. Sutok is entitled to consider all information as relevant, complete andcorrect.

  2. Sutok shall perform its work on the basis of the contractual agreements with due care and in conformity with the generally accepted principles of engineering valid at the time of conclusion of the contract. The deadlines and periods named by Sutok serve merely as a guide and are not binding save Sutok has explicitly assured a fixed deadline or fixed period in writing. In any event Sutok shall only fall into default by means of a written warning from the client and after expiry of a reasonable period of grace stipulated in it. Sutok is entitled – without prejudice to other rights – to suspend its performance and to refuse performance if the client does not fulfill its contractual obligations, in particular its payment obligation (6) or its obligation to lodge a security(7) – if required by Sutok.

  3. If special permits are required for execution, the client shall obtain and make same available in good time, unless the obligation to obtain permits is imposed on Sutok.

3.    Scope of services

The scope of service shall – if not explicitly agreed otherwise – be determined by:

  1. all attachments to the proposal, in particular Sutok‘sspecification (if any);

  2. applicable law.

The aforementioned order shall fundamentally apply in the case of contradic- tions. Sutok is, however, entitled to make a different decision on the basis of the technical requirements, functionality or greatest-possible economy. The contractual scope of services only contains those services explicitly shown as such.

4.      Additional or changed services, extension in construction period

  1.  If at the instigation or by other directions of the client additional or chan- ged services become necessary, the parties to the contract undertake to agree a new price with due regard to additional or reduced costs. Sutok shall submit a corresponding proposal to the client in this regard.

  2. An explicit agreement on the additional or changed services and their remuneration should be reached before execution if possible. However, an announcement of a claim by Sutok suffices to entitle Sutok to the claim on its merits.

 

 

5.    Use of subcontractors

  1. Sutok is entitled at all times to use qualified subcontractors to fulfill its contractual obligations. Should this require the consent of the client, this shall be deemed as granted unless explicitly not agreed otherwise. The risk contained in awarding contracts to subcontractors (performance, regularity and punctuality of performance) shall be borne by Sutok.

6.    Terms of payment

  1.    If not otherwise explicitly agreed by the parties to the contract, installment invoices are payable within 21 days and final invoices within 30 days of invoicing by Sutok. 

  2.   These and other terms of payment agreed are always subject to a positive credit screening of the client by Sutok.

  3. If the parties to the contract have not agreed an explicit payment plan, Sutok is entitled to demand installment payments worth the respective contractual service rendered – at least 10% in each case – plus value added tax from theclient.

  4. Should the client be in default with the payment of any sum according to the contract, Sutok is entitled to claim late interest in the amount of 0,05 % for each commenced day of the delay.

7.    Securities

  1. Sutok is entitled to demand reasonable securities from the client before, during and after performance until complete payment of all justified claims of Sutok. In particular, Sutok is entitled to demand a security for contractual performance of 20% of the prospective volume of the order.

8.    Assignments

  1. The client is not entitled to assign its contractual rights or duties without thepriorwrittenconsentofSutok;anyassignmentwithoutsuchconsent is legally ineffective. The client is in particular not entitled to assign its claims againstSutokorhavesamecollectedbyathirdpartywithouttheexplicit written consent of Sutok.

  2. Sutok and/oranassociatedcompanyisentitledtosettheclaimsthe client has against Sutok off against all claims that Sutok and/or an associatedcompanyhasagainsttheclient.

9.    Period of contract and termination

  1. The contract expires either on complete performance of the respective ser- vices of the parties to the contract, at the end of the agreed period of contract or on termination announced by a party to the contract becomingeffective.

  2. Sutok has the right to terminate the contract prematurely if there is a material breach of the contract; material breach exists particularly when the client repeatedly breaches a significant provision of this contract culpably, in particular does not effect due payments, or the client ceases payments or insolvency or comparable legal proceedings are applied for or such proceedings are opened or dismissed for want ofassets.

  3. In the event of a termination of this contract Sutok has a right vis-à-vis the client for compensation of all expenses incurred, the resultant loss and lostprofits.

  4. Should the client terminate the contract for reasons for which Sutok is not responsible, Sutok has a right to the agreed remuneration. Sutok must, however, accept reduction in the remuneration by that share Sutok saves in expenses due to cancellation of the contract or realizes through other use of its manpower or maliciously fails torealize.

  5.  The client is obligated to notify Sutok in writing of any complaints it might have immediately on establishing them and to grant Sutok a reasonable period of at least 15 work days to rectify the situation. In particular, it is obligated to check the services rendered carefully and to notify Sutok immediately in writing of obvious defects apparent without problem to an ave- rage client. Sutok may choose the type and manner of remedial action at its free discretion.

  6. If the defect cannot be corrected within a reasonable period or if the medial action or replacement may be deemed as a failure for other reasons, the client may at its discretion demand a reduction in remuneration (reduction) or withdraw from the contract. This demand must be made in writing. It may only be assumed that the remedial action has failed if Sutok has been granted adequate opportunity for remedial action or replacement and this has passed without the desiredsuccess.

10.  Liability

  1. Except for cases of loss caused willfully or through gross negligence, Sutok is not liable for any indirect or consequential losses and in particular not for of profits or interruptions in operations.

  2. Except for cases of loss caused willfully or through gross negligence of Sutok, Sutok‘s liability for each and every claim, loss or damage is limited in every case as set out in terms and conditions of Sutok´s professional indemnity insurance.

  3. The total aggregate liability of Sutok for all claims, losses, damages, and all other obligations under or in connection with the contract whether resulting from a claim in contract or under any law shall be limited as set out in terms and conditions of Sutok´s professional indemnity insurance.

11. Special Limitation on Liability for Contract Values of maximally € 5,000

For projects with a maximum contract value of € 5,000 the following regulations apply for all legal and contractual claims for damages, exemption and compensation: (i) except for cases of loss caused willfully or through gross negligence of Sutok, Sutok‘s liability is limited in every case to the amount of the loss typically foreseeable at the time of conclusion of the contract; (ii) the total aggregate liability of Sutok for all claims, losses, damages, and all other obligations under or in connection with the contract whether resulting from a claim in contract or under any law shall not exceed 2 times the contract value; (iii) claims for any indirect or consequential losses (in particular lost profit or interruptions in operations) shall be excluded.

The same applies to consultancy contracts, i.e. contracts where Sutok shall deliver consultancy services. In this case the total aggregate liability of Sutok for all claims, losses, damages, and all other obligations under or in connection with the contract whether resulting from a claim in contract or under any law shall not exceed 2 times the contract value which shall be equal to average monthly fee of Sutok (determined as fees already paid to Sutok divided by number of months of contract duration prior to the alleged claim).

Notwithstanding the aforesaid, should the liability limits as set out in this paragraph 11 exceed the limits as set out in terms and conditions of Sutok´s professional indemnity insurance, the limits set out in terms and conditions of Sutok´s professional indemnity insurance shall prevail.

 

 

 

12.  Insurance

  1. Sutok shall conclude a professional indemnity insurance policy a reasonable sum. Sutok shall on demand by the client provide the proof of insurance.

13.  Use, copyright, confidentiality

  1. All services, in particular all expert opinions, plans, reports, drawings or other documents, are intended solely for the internal use of the client and may be used by it solely for the agreed purpose. The client is not entitled to make these services available to third parties, to disclose same to them or otherwise inform them of same without the explicit written consent of Sutok.

  2. Sutok alone is entitled to the copyright and all industrial property rightstotheservicesofSutok.

  3.  The client shall keep all details of the contract, the proposal and other inter- nal communication with Sutok, including all information received, secret and confidential and shall not forward or in any other way disclose any details to third parties without the prior explicit written consent of Sutok (secrecy obligation). This secrecy obligation shall endure – as far as is legally permissible – beyond the end of the contractual relationship; it does not apply, however, insofar as the client forwards the information to its staff and they need this infor- mation to perform their work and have also been sworn to secrecy.

 

14.  Compliance

The client guarantees compliance with all applicable laws and relevant anticor- ruption regulations, and undertakes to take no actions that could lead to a punishable offence. The client further guarantees that it enforces compliance also in its relations with all other contractual partners, e.g. in contracts with commercial representatives, distributors, agents, sales consultants, customers, suppliers, subcontractors, etc. In the event of an infringement the client is obli- gated to inform Sutok immediately. An infringement entitles Sutok to extraordinary termination without notice of all contracts with the client. The client shall compensate Sutok for any losses incurred and shall indemnify Sutok from legitimate claims of third parties. Sutok is entitled during normal business hours and after reasonable notification to conduct checks at the client‘s to check for compliance with the undertaken guarantees.

15.  Final provisions

  1.  The invalidity of individual provisions of these General Terms and Condi- tions shall not affect the validity of the remaining provisions. The parties undertake in this case to replace the invalid provision with a valid provision that comes closest to the economic objective of the invalid provision.

  2. Changes and additions to the contract shall only be effective if agreed in writing. The contract shall be governed and construed according to the law of Israel unless explicitly agreed otherwise between the Parties in writing.

 

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Contact:

Mobile :+972-54-7499711

Email : maor@sutok.co.il

Adress: Haifa , Israel.

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