1. Background: Customer has expressed interest in procuring certain safety eyewear products produced and distributed by Shamir under the name “Eyres”, including prescription and non-prescription eyeglasses and sunglasses (“Products”). The supply of Products by Shamir shall be exclusively based on the following terms and such supplementary terms as may be agreed in writing by the parties.
  2. Purchase Orders: Products shall be ordered by means of a purchase order which shall be placed with and confirmed by Shamir. Orders may be subject to minimum purchase quantities. Purchase orders will include information with respect to Product items, specifications and quantities, shipping instructions and requested delivery dates. Upon confirmation of any purchase order, Shamir will ship the ordered Products, subject to the terms herein, product availability and available open credit. In the event of any conflict between any terms included in a purchase order and any terms herein, the terms herein shall prevail.
  3. Price and Payment. Customer shall pay Shamir the agreed purchase prices, as indicated in any confirmed purchase order. Unless otherwise specifically indicated, all priced are Ex-Works and VAT exclusive. Payment for Products shall be due within 30 (thirty) days after the date of invoice.
  4. Delivery: Delivery dates shall be as agreed between the parties and indicated in any confirmed purchase order. Unless otherwise agreed, all Products shall be delivered by Shamir directly to Customer’s premises on terms Ex-Works Shamir’s premises (Incoterms 2010 as amended). Title to the Products shall transfer to Customer upon delivery.
  5. Packaging and Markings: All packaging, labeling and markings on Products shall be made in accordance with Shamir’s common practice. Products will bear markings indicating their conformance to specific safety standards. Any unique requirements for packaging, labeling and markings shall be subject to specific arrangements involving additional costs. The Products are intended for distribution under the brand names of Shamir.
  6. Warranty: Shamir warrants that all Products will conform to any specific safety standards indicated thereon and that spectacle lenses and frames embodied in any Product will be manufactured in production sites bearing qualifying certifications in relation to such safety standards. This warranty shall not apply in the event that any Product has been subject to (a) further processing after its delivery, either at Customer or at any third party’s facility, by any lens processing equipment, including any edging, tinting or coating processes; (b) improper operation, misuse, modification, accident or neglect or acts of God; (c) changes or repairs made without prior written authorization of Shamir or by unqualified personnel, including, without limitation, any replacement or use of lenses other than such originally mounted by Shamir and delivered as part of the Product; or (d) storage in unsuitable physical or operating environment. The warranty granted to Customer hereunder is solely for the benefit of its direct customers and shall not be extended to any other person or entity. For breach of this warranty, the sole and exclusive remedy of Customer shall be to return the non-conforming Product and Shamir, at its sole discretion, shall either provide credit or replacement for any such returned Product.
  7. Limitation of Liability: In no event will Shamir’s total liability toward Customer for damages or losses incurred by it with respect to any Product exceed the amounts actually paid by Customer to Shamir for such Product, as applicable; provided, however, that Shamir's liability shall not be limited in amount with respect to Customer's direct damages or losses as a result of personal injury to a third party which is caused as a result of Shamir's gross negligence or any defect in the Product. In no event shall Shamir be liable for any incidental, indirect, special, third party or consequential damages of any kind arising out of, or in connec¬tion with, the supply or use of products, whether or not Shamir was advised of the possibility of incurring such damage or loss.