TERMS AND CONDITIONS OF USE
PLEASE READ THE FOLLOWING CAREFULLY BEFORE INSTALLING AND/OR USING THE PRODUCT.
These Quantum Experience Ltd., Moskovitch 13, Rehovot 7647413, Israel and its affiliates, (hereinafter also referred to as “Quantum”) Terms and Conditions for Use (these “Terms”) are the terms and conditions upon which Quantum and its
affiliates grants to the Purchaser the right to use Quantum products, and all ancillary products (collectively, the “Product”) as set forth in the agreement between Purchaser and Quantum, and constitute an integral part of the agreement (and/or purchase order) (the “Agreement”) between Quantum and Purchaser (the “Parties”). Acceptance of all purchase orders is expressly made conditional upon the terms and conditions set forth herein without modification or addition Quantum expressly disclaims any other terms and conditions of use and unless agreed otherwise in writing by the Parties, these Terms shall constitute the final, complete and exclusive terms and conditions of use agreement of the Parties with respect to the Product.
1. Subject to the terms and conditions of this Agreement Quantum grants the Purchaser a limited, personal, revocable, royalty free nonexclusive, nontransferable, non-sublicensable license to:
Demonstrate the levitation and suspension properties of a superconductor, e.g. quantum levitation, quantum locking, Meissner effect.
2. The Purchaser may not, and shall not permit any third party to:
i. sell, sublicense, lease, lend or rent the product;
ii. modify or create derivative works of the product;
iii. decompile, disassemble or reverse engineer all or any portion of the product;
iv. remove any identification, including copyright, trademark, patent or other notices, contained in or on the product;
v. use Quantum, name, logo or trademarks without prior written consent from Quantum; or
vi. use the product to violate any laws, rules or regulations, or for any unlawful, harmful, irresponsible, or
inappropriate purpose, or in any manner that breaches this Agreement.
Ownership; Copyright Protection.
3. The product is licensed to the Purchaser, Quantum retain all title and ownership and intellectual property rights (including all copyrights, patents, trade secret rights and trademarks) in and to the product and any related documentation. Any right not explicitly granted to the Purchaser herein is reserved to the Quantum.
4. Product Prices List can be obtained by visiting the Quantum www.quantumlevitation.com/oldsite. Quantum reserves the right to change pricing without notice. If price quotation or order confirmation do not specify otherwise, prices are «ex works» and do not include transport, packaging, and delivery. These positions are billed separately. Quantum reserves the right to demand down payments, bank guarantees or another acceptable letter of credit) to collateralize the payment obligation of the Purchaser. The statutory sales tax is not included in the quoted prices . If needed, it will be billed additionally. All public taxes, fees, duties, and other charges that incur during an export contract or in the curse of the execution of a contract outside of Israel are paid by the Purchaser. If the Purchaser does not fulfill his payment obligations or other obligations resulting from the agreement, the Purchaser’s financial state significantly declines, or the Purchaser halts payment, Quantum has the right to deny shipments or demand advance payment or guarantees prior to shipments, demand compensation for nonfulfillment, and withdraw from the contract.
Transfer of risk, acceptance, packaging cost
5. If the quotation or our order confirmation does not specify otherwise, delivery «ex works» is stipulated.
Obvious damage to the delivered goods must be reported to Quantum immediately upon arrival of the goods. If damage
is found at a later time, the Purchaser must prove that he has fulfilled his obligations in this regard.
Term and Termination.
6. The Agreement is effective until terminated by the Purchaser or Quantum. The Purchaser rights under the Agreement will terminate automatically without notice from Quantum if the Purchaser fail to comply with any term(s) of the Agreement and/or this Terms and Conditions of use. Upon termination of the Agreement and/or this Terms and Conditions of use the Purchaser shall cease all use of the product. This Section and License Restrictions, Ownership; Copyright Protection, Warranties, Limitation of Liability, and Governing Law shall survive the termination of this Agreement.
7. Quantum warrants that its products shall conform to the description of such products as provided to the Purchaser by Quantum through Quantum’s catalog, analytical data or other literature. THIS WARRANTY IS EXCLUSIVE, AND QUANTUM MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. Quantum’s warranties made in connection with this sale shall not be effective if Quantum has determined, in its sole discretion, that The Purchaser has misused the products in any manner, has failed to use the products in accordance with industry standards and practices, or has failed to use the products in accordance with instructions, if any, furnished by Quantum.
8. Quantum’s sole and exclusive liability and The Purchaser’s exclusive remedy with respect to products proved to Quantum’s satisfaction to be defective or nonconforming shall be replacement of such products without charge or refund of the purchase price, in Quantum’s sole discretion, upon the return of such products in accordance with Quantum’s instructions. QUANTUM SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS OR THE USE OF LIQUID NITROGEN AS APART OF OR IN CONNECTION WITH QUANTUM PRODUCTS, EVEN IF QUANTUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, DOWN TIME, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS, LOSS OF PRODUCTS OF THE PURCHASER OR OTHER USE OR ANY LIABILITY OF THE PURCHASER TO A THIRD PARTY ON ACCOUNT OF SUCH LOSS, OR FOR ANY LABOR OR ANY OTHER EXPENSE, DAMAGE OR LOSS OCCASIONED BY SUCH PRODUCT INCLUDING PERSONAL INJURY OR PROPERTY DAMAGE UNLESS SUCH PERSONAL INJURY OR PROPERTY DAMAGE IS CAUSED BY QUANTUM’S GROSS NEGLIGENCE. All claims must be brought within one (1) year of shipment, regardless of their nature.
The Purchaser’s Representations and Indemnity
9. The Purchaser represents and warrants that it shall use all products ordered herein in accordance with “The Purchaser’s Use of Products”, and that any such use of products will not violate any law or regulation. The Purchaser agrees to indemnify and hold harmless Quantum, its employees, agents, successors, officers, and assigns, from and against any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that Quantum may sustain or incur as a result of any claim against Quantum based upon negligence, breach of warranty, strict liability in tort, contract, or any other theory of law brought by The Purchaser , its officers, agents, employees, successors or assigns, by The Purchaser ‘s customers, by end users, by auxiliary personnel (such as freight handlers, etc.) or by other third parties, arising out of, directly or indirectly, the use of Quantum’s products, or by reason of The Purchaser ‘s failure to perform its obligations contained herein. The Purchaser shall notify Quantum in writing within fifteen (15) days of The Purchaser ‘s receipt of knowledge of any accident, or incident involving Quantum’s products which results in personal injury or damage to property, and The Purchaser shall fully cooperate with Quantum in the investigation and determination of the cause of such accident and shall make available to Quantum all statements, reports and tests made by The Purchaser or made available to The Purchaser by others. The furnishing of such information to Quantum and any investigation by Quantum of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by Quantum.
10. This TERMS AND CONDITIONS OF USE will be governed by and interpreted under the laws of the State of Israel, without regard to its choice of law provisions. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the applicable courts located in Tel-Aviv Jaffa, Israel. Notwithstanding the foregoing, Licensor shall be entitled to seek injunctive or declaratory relief in any court of competent jurisdiction. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.