MDT – Terms & Conditions
In these Terms, the following definitions apply:
Business Day: a day (other than a Friday, Saturday or public holiday in Israel.
Terms: the terms and conditions as determined in this Terms & Conditions document, as
shall be amended from time to time in accordance with clause 9.10.
Agreement: the agreement (in case signed) between the Manufacturer and the Buyer for the
supply of the Products in accordance with these Terms.
Buyer: the person or entity who shall purchase Products from the Manufacturer.
Products: the products (or part of them) as shall be indicated in the Purchase Order.
Purchase Order: the Buyer’s purchase order for the Products, as set out in the Buyer’s
purchase order document.
Manufacturer: MDT – Micro Diamond Technologies Ltd. (registered in Israel with company
number 511441206) whose registered office is at 2 Hamal St. Afula 1857107, Israel.
A Force Majeure Event: an event beyond a party’s reasonable control, which by its nature
could not have been foreseen, or, if it could have been foreseen, was unavoidable, including
strikes or other industrial disputes, failure of energy sources or transport energy, acts of God,
war, terrorism, riot, civil commotion, interference by civil or military authorities, national or
international calamity, armed conflict, malicious damage, breakdown of plant or machinery,
nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building
structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events,
natural disasters or extreme adverse weather conditions, or default of suppliers or
2. BUYER’S OBLIGATIONS
2.1 These Terms apply to the Agreement to the exclusion of any other terms that the Buyer
seeks to impose or incorporate, or which are implied by trade, custom, practice or course of
2.2 A quotation for the Prices of the Products given by the Manufacturer shall not constitute a
binding offer. A quotation shall only be valid upon delivering a written Order Confirmation or
delivers an Order Acknowledgment, as determined in section 2.3 below.
2.3 The Purchase Order shall constitute an offer by the Buyer to purchase the Products in
accordance with these Terms. The Buyer shall be responsible to ensure that the terms of the
Purchase Order shall be full and accurate. The Purchase Order shall only be deemed to be
accepted when the Manufacturer upon issuing the Buyer a written confirmation of a
Purchase Order. It shall be the Buyer's liability to provide the Manufacturer with its own
internal purchase order number in respect of the Purchase Order, and in case of multiple
Purchase Orders, each purchase order number in respect of each individual Purchase
2.4 The Agreement (if shall be signed), the Purchase Order and these Terms together shall
constitute the entire agreement between the parties. The Buyer represents and warrants it
has not relied upon any statement, promise, representation, assurance or warranty made or
given by or on behalf of the Manufacturer which is not expressly written in the Agreement (if
signed or applicable), the Purchase Order or these Terms. The terms determined on the
Buyer’s Purchase Order shall bind the Buyer in case they do not conflict with these Terms
and are accepted by the Manufacturer. In case of any conflict between the Agreement (if
applicable), the Purchase Order and these Terms, the Terms shall prevail. In the event of
supplemental instructions, terms and conditions between the Agreement (if applicable), the
Purchase Order and these Terms, the Manufacturer shall have the right, at its sole
discretion, to instruct the Buyer which shall prevail.
2.5 The Products supplied by the Manufacturer are subject to Agreement (if any) and these
Terms, unless otherwise agreed in writing between the Parties. The Buyer shall be deemed
to have accepted these Term when the Buyer places the Purchase Order with the
2.6 The Buyer must notify the Manufacturer by email to email@example.com within 48 hours
of receipt of the Manufacturer’s acceptance of the Purchase Order if it wishes to cancel the
Purchase Order. If the Buyer notifies the Manufacturer of its intention to cancel the Order
after such 48 hours term, the Buyer shall be liable and incur any and all Manufacturer's
expenses and costs related to the Purchase Order.
3.1 Each Order shall be ready for delivery within six weeks of acceptance of each order,
unless otherwise notified by the Supplier. The Manufacturer shall not be liable for any delay
in dispatch of the Products caused by the Buyer’s failure to provide the Manufacturer with all
the required delivery instructions or any other relevant instructions to the supply of Products.
3.2 All Products supplied by the Manufacturer on the understanding that the Products will be
resold to end customers in the country which the Buyer is established for professional dental
use only and in accordance with the user instructions (the user instructions are available at
the Manufacturer's website).
3.3 The Manufacturer shall have the Products ready to shipment from the Manufacturer’s
premises or any other location as shall be determined by the Manufacturer prior to delivery
(Collection Location). Where specified by the Buyer, the method of transportation and/or
identity of the currier shall be set out in the Purchase Order. If the method of transportation
and/or courier is not determined by the Buyer, the method shall be determined at Supplier’s
3.4 Any claims related to the Products, including visible defects, shortage or non-delivery
shall be notified by writing to the Manufacturer within seven days commencing the delivery of
3.5 It shall be the Buyer responsibility to insure the Products commencing the delivery at the
Manufacturer's premises, unless agreed differently between the parties.
3.6 Delivery of the Products shall be considered complete, upon the completion of loading
the Products at the Supplier premises by the courier.
3.7 Despite the mentioned above, neither party shall be liable for any failure or delay in
performing its obligations under these Terms in case such failure or delay is caused by
a Force Majeure Event.
4.1 The risk of any and all damage and/or loss in the Products shall pass to the Buyer upon
loading the Product's by the courier at the Supplier's premises. The Buyer shall take full
responsibility for the delivery of the products, and the Manufacturer will not be liable for any
delay and/or damage and/or loss and/or failure in delivery, regardless if the Buyer or the
manufacturer chose the courier and/or delivery method, as stated in paragraph 3.3 above.
For the avoidance of doubt, this provision prevails any other agreements and/or provisions
between the Buyer and/or the Manufacturer and any third party relating to the delivery of the
Products, including, but not limited to, the shipping company and/the courier, and they shall
not bind nor impose liability on the Manufacturer with regards to the delivery of Products, as
stated above. The Buyer shall be required at its sole responsibility to settle any
discrepancies between any terms and conditions of the courier for the shipment of the
Products and these Terms and Conditions.
4.2 Without derogating from the mentioned in sections 3.6 and 4.1 above, Title to the
Products shall not pass to the Buyer until the Manufacturer receives full payment for the
Products which payment has become due, in which case title to the Products shall pass at
the time of payment of all such sums.
4.3 In case the Buyer becomes subject to any of the events listed below, and that before the
title of the Products passes to the Buyer, without limiting any other right or remedy the
Manufacturer may act according the following, without limiting any other right or remedy:
(a) The Buyer’s right to resell the Products or use them in the ordinary course of its business
ceases immediately; and
(b) The Manufacturer may at any time:
(i) Require the Buyer to deliver all Products in which were not sold at its possession; and
(ii) If the Buyer fails to do so immediately, enter the premises of the Buyer or of any third
party holding the Products in order to recover them.
4.4 The Buyer grants the Manufacturer, its agents and employees an irrevocable license at
any time to enter any premises where the Products are or may be stored in order to inspect
them, or, where the Buyer’s right to possession has terminated, to recover them.
5.1 The Manufacturer warrants that for a period of 6 months commencing the delivery date
(the Warranty Period), the Products shall:
(a) Conform in all material respects with their description;
(b) Be free from material defects in design, material and workmanship;
(c) Be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and
(d) Be fit for the specific purpose.
5.2 All other warranties, conditions and other terms implied by statue or common law are, to
the fullest extent permitted by law, excluded from the Agreement or Terms.
5.3 Subject to clause 5.4, if:
(a) The Buyer gives notice in writing to the Manufacturer during the Warranty Period that
some or all of the Products do not comply with the warranty determined above;
(b) The Manufacturer is given a reasonable opportunity to examine the Products; and
(c) The Buyer (if asked by the Manufacturer) returns such Products to the Manufacturer's
place of business, the Manufacturer shall, at its option, repair or replace the defective
Products or refund their price.
5.4 The Manufacturer shall not be liable for the Products’ failure to comply with the warranty
determined in section 5.1 in the following events:
(a) The Buyer makes any further use of the Products after giving notice in accordance with
(b) The defect arises because the Buyer failed to follow the Manufacturer’s oral or written
instructions as to the storage, use and maintenance of the Products;
(c) The Buyer alters or repairs such Products without the written consent of the
(d) The defect arises as a result of fair wear and tear, willful damage, negligence, or
abnormal storage or working conditions; or
(e) The Products differ from their description because of changes made to ensure they
comply with applicable statutory or regulatory requirements.
5.5 If and to the extent that the Manufacturer has any legal obligation to the Buyer arising out
of the quality or fitness for purpose of any Products or otherwise the Supplier shall at its
option repair, replace or refund such Goods.
5.6 The Customer represents warrants and undertakes to indemnify the Supplier against any
claims arising because of the Customer breaching its obligations under clause 3.2 above.
6.1 The Manufacturer shall not be liable for any direct, indirect or consequential loss or
damage, including but not limited to any financial losses or loss of profit and etc.’ The
Manufacturer’s total liability in respect of any loss or damage shall be limited to the total price
paid by the Buyer.
7. PRICES & PAYMENT
7.1 The Manufacturer shall invoice the Buyer in accordance with the payment terms set out
in the Manufacturer’s quotation. Payment shall be upon the terms determined between the
parties in the Agreement (if applicable) or Purchase Order, or if not specified, upon the
7.2 The prices of the Products shall be as set out in the Purchase Order, or, as set out in the
Manufacturer’s current price list.
7.3 Prices are expressed in US Dollars / GBP Sterling / Euros / and, unless otherwise stated,
are ex-work and exclusive of the costs and charges insurance and transport, which shall be
beard by the Buyer. As determined in section 4.1 above, the Buyer shall bear any and all risk
of loss and/or damage to the Products upon loading to currier at Manufacturer's premises.
7.4 The prices are exclusive of amounts in respect of value added tax (VAT) or other sales
7.5 All Purchase Orders are payable against pro forma in advance unless a valid credit
application has been submitted by the Buyer to the Manufacturer and approved by it.
7.6 If the Buyer fails to make any payment due under these Terms, the Agreement (if
applicable) or Purchase Order by the due date for payment, then the Buyer shall pay interest
on the overdue amount at the rate of 4% per annum. Such interest shall accrue on a daily
basis from the due date until actual payment of the overdue amount.
7.7 The Manufacturer reserves the right to refuse acceptance of any Products returned for
exchange or credit without prior agreement. Products accepted for exchange or credit will be
dealt with on the basis of the price ruling at time of supply with a 20% ex-works value charge
(30% for private label/OEM products) for inspection, reconditioning or repacking. Obsolete
merchandise items whose manufacture has been discontinued or items made to ‘special
order’ are not eligible for credit or exchange.
7.8 The Buyer shall be liable for any foreign import duties, taxes in post levies, deposits or
outlays of any kind levied by any authorities at the destination or in connection with the
Products, and for any payments, fines, expenses, loss or damage incurred or sustained.
8.1 Without prejudice to any term as determined in any Agreement, or other rights or
remedies which the Manufacturer may have, the Manufacturer may terminate the Agreement
without liability to the Buyer immediately on giving notice to the Buyer if:
(a) The Buyer fails to pay any amount due under the Agreement and remains in default for
14 days after being notified in writing to pay such payment;
(b) The Buyer commits a material breach of the Agreement and (if such a breach is
remediable) fails to remedy such breach within 14 days commencing a written notification of
(c) The Buyer repeatedly breaches any of the terms of the Agreement in such a manner as
to reasonably justify the opinion that its conduct is inconsistent with it having the intention or
ability to give effect to the terms of the Agreement; or
(d) The Buyer suffers an insolvency or bankruptcy event (including if a company, entering
into liquidation, arranging with its creditors, having a receiver or manager appointed over all
or any part of its assets or generally becoming unable to pay its debts and such event may
not be terminated within 45 days.
8.2 On termination of the Agreement for any reason, the Buyer shall immediately pay to the
Manufacturer all of the Manufacturer’s outstanding unpaid invoices and interest and, in
respect of Products for which no invoice has been submitted, the Manufacturer may submit
an invoice, which shall be payable immediately on receipt.
9.1 The Manufacturer shall have the right, at its sole discretion, to transfer, mortgage,
charge, subcontract or deal in any other manner with all or any of its rights or obligations
under the Agreement.
9.2 The Buyer may not assign, transfer, mortgage, charge, subcontract, declare a trust over
or deal in any other manner with any or all of its rights or obligations under the Agreement
without the prior written consent of the Manufacturer.
9.3 Any notice or other communication given to a party under or in connection with the
Agreement shall be in writing, addressed to that party at its registered office or its principal
place of business or such other address as that party may have specified to the other party
in writing, and shall be delivered personally, sent by registered mail or other next working
day delivery service, commercial courier, fax or e-mail.
9.4 A notice or other communication shall be deemed to have been received: if delivered
personally, when left at the address referred to in clause 9.3; if delivered by registered mail
or commercial courier, on the date and at the time that the courier’s delivery receipt is
signed; or, if sent by fax or e-mail, one Business Day after transmission.
9.5 The provisions of clause 9.4 shall not apply to the service of any proceedings or other
documents in any legal action.
9.6 If any provision of the Agreement or part of them is or becomes invalid, illegal or
unenforceable, it shall be deemed modified to the minimum extent necessary to make it
valid, legal and enforceable. If such modification is not possible, the relevant provision or
part-provision shall be deemed deleted. Any modification to or deletion of a provision or partprovision under this clause shall not affect the validity and enforceability of the rest of the
9.7 If any provision of the Agreement or part of them is invalid, illegal or unenforceable, the
parties shall negotiate in good faith to amend such provision so that, as amended, will be
legal, valid and enforceable, and, to the greatest extent possible, achieves the intended
commercial result of the original provision.
9.8 A waiver of any right or remedy under the Agreement or law is only effective if given in
writing and shall not be deemed a waiver of any subsequent breach or default. No failure or
delay by a party to exercise any right or remedy provided under the Agreement or by law
shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the
further exercise of that or any other right or remedy. No single or partial exercise of such
right or remedy shall prevent or restrict the further exercise of that or any other right or
9.10 Except as set out in these Terms, no variation of the Agreement, including the
introduction of any additional terms and conditions, shall be effective unless it is in writing
and signed by the Manufacturer.
9.11 The Agreement, and any dispute or claim arising out of or in connection with it or its
subject matter or formation (including non-contractual disputes or claims), shall be governed
by, and construed in accordance with the law of ISRAEL.
9.12 Each party irrevocably agrees that the courts of Tel-Aviv ISRAEL shall have the
exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the
Agreement or its subject matter or formation (including non-contractual disputes or claims).