Sales Agreement

Between

Nisso Dekalo Import, Export & Manufacturing Ltd.

And

_____________________________

 

This agreement is made and entered into on this ___ day of _____, 2005, between Nissan Dekalo Import, Export & Manufacturing Ltd. a corporation duly organized under the laws of Israel and having its principal place of business at David Hamelech 1 Herzilya Pituach, Israel (hereinafter "Nissan Dekalo"), and __________________________, a corporation organized and existing under the laws of _______________ and having its principal place of business at _________________________________ (hereinafter "Buyer").

 

Whereas, Nisso Dekalo desires to sell to Buyer, and Buyer desires to purchase from Nissan Dekalo Parts, as mutually agreed upon, at the terms and subject to the conditions hereinafter set forth.

 

Now, therefore, in consideration of the mutual promises and covenants contained herein, the parties hereto hereby agree as follows:

 

Section 1      Scope and Purpose of Agreement

Nissan Dekalo is a parts dealer and Buyer is interested in purchasing specific items as listed in the shipping list attached as Appendix “A” (hereinafter “the Parts”). The purpose of this agreement is to arrange the prices and terms and conditions by which Nissan Dekalo shall sell the Parts to Buyer.

Section 2      Delivery

Unless specifically agreed otherwise, Nissan Dekalo shall deliver the Parts to the Buyer ex-factory, Nissan Dekalo’s premises. At delivery Buyer shall sign the shipping list, whereupon Buyer shall have accepted delivery, and title to and risk of loss or damage to the shipment shall pass to Buyer.

Section 3      Purchase Price And Terms Of Payment

3.1              Purchase Price

The purchase price for each portion of Parts sold by Nissan Dekalo to Buyer shall be the price mutually agreed (the "purchase price"). All prices are ex-factory Nissan Dekalo's premises and do not include shipping, insurance and related charges.

3.2              Terms Of Payment

Unless otherwise mutually agreed, the terms of payment of the purchase price shall be COD.

3.3              Payments

All payments to Nissan Dekalo shall be either USD, EURO or NIS, net free and clear of all taxes, duties and charges without withholding, set-off or counterclaim of any kind and shall be made to the account of Nissan Dekalo at the bank notified to Buyer.

Section 4      Taxes

All taxes, assessments, duties, imposts, tariffs, levies and/or excise charges (but excluding income tax and company tax of Nissan Dekalo) which may be imposed by any taxing authority arising from the sale, and/or from the delivery, transportation or use of the parts shall be paid by Buyer in addition to the purchase price.

Section 5      Warranty Disclaimer and Indemnity

5.1              Warranty Disclaimer

all Parts sold by Nissan Dekalo hereunder shall be delivered and sold "as is" and "with all faults" condition and without any warranty or representation of any kind. Nissan Dekalo makes no warranties or representations of any kind and any implied warranties of merchantability and fitness for purpose are excluded from this agreement and shall be excluded from subsequent sales agreements between Buyer and any third party purchaser.         
In addition Buyer shall include in all invoices, agreements or contracts providing for the sale to any customer of any Parts by Buyer the following provisions which shall apply also between Nissan Dekalo and Buyer:
"The parts to be sold hereunder shall be sold without any representation or warranty of any nature whatsoever on the part of the seller or any person. Firm or corporation from whom the seller acquired possession thereof including but not limited to any implied warrant of merchantability or fitness for any particular purpose provided. The Buyer hereby releases and agrees to hold harmless the seller and any person, firm or corporation from whom the seller acquired possession thereof from any and all liability arising out of any defect in any such material sold hereunder whether or not caused by negligence on the part of the seller of such other person, firm or corporation and in no event shall seller or such other person, Firm or corporation be liable for consequential or incidental damages of any type or kind.”

5.2              Indemnity

(1)     Nissan Dekalo hereby indemnifies and holds Buyer harmless from any liability for injury to Nissan Dekalo employees or damage to Nissan Dekalo property which occurs as the result of actions by or the negligence of Nissan Dekalo or its employees.

(2)     Buyer agrees to assume and to release, indemnify, protect, defend, and hold harmless Nissan Dekalo, its suppliers of the parts and other materials hereunder, as well as their assignees and their directors, officers, agents and employees, from and against any and all claims, suits, actions, judgments, liabilities and expenses of any nature, including but not limited to those arising from death of or injury to any person, and for loss of, damage to, or loss of use of any property whatsoever (including but not limited to the parts, or other materials delivered hereunder, and any property of Nissan Dekalo, of its suppliers and/or assignees, or of Buyer and of their officers, agents or employees), in any manner arising out of, incident to, or resulting from Buyer's performance of this agreement, including. The transportation and/or sale of any parts, regardless of whether such claims, suits, actions, judgments, liabilities or expenses arise in tort (including strict liability) or contract, but other than those arising from the gross negligence or willful misconduct of Nissan Dekalo's or Buyer's employees.

5.3              Neither party shall in any manner be liable to the other for any special, indirect or consequential damages alleged or claimed in respect of its performance of this agreement or its expiration or termination.

Section 6      Compliance With Laws

Buyer and Nissan Dekalo agree, in the performance of this agreement, to comply with all applicable laws, rules and regulations, both national and local, of the state of Israel and the United States.

Section 7      Miscellaneous

7.1              Headings

The headings of the various sections hereof are for convenience of reference only and shall not limit or otherwise affect the meaning thereof.

7.2              Governing Law/Jurisdiction

This agreement and the interpretation and enforcement hereof shall be governed only by the laws and courts of the state of Israel.

7.3              Non-waiver

Any acceptance by Nissan Dekalo of partial or delinquent payments, or any failure by Nissan Dekalo to exercise any rights hereunder, shall not waive any obligation of Buyer or any right of Nissan Dekalo, or waive any other similar default.

Section 12    Entire Agreement

This writing constitutes the entire agreement between the parties with respect to the subject matter hereof and shall supersede all communications, representations or agreements, either oral or written, between the parties hereto or with respect to the subject matter hereof, and no agreement or understanding varying the terms or conditions hereof shall be binding upon either party hereto unless in writing and signed by the duly authorized representatives of both parties.

IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the day and year hereinabove specified.