Terms and Conditions

The Terms and Conditions of Sale contained herein constitute the entire agreement (“Agreement”) between I.M. SHIELD LABORATORIES LTD also known as MAGEN LABORATORIES (“MAGEN”) and it’s Client (“Client”).

Quotes

All quotes provided (the “Quote”) for testing and/or consulting services (the “Services”) are subject to written acceptance by I.M. SHIELD LABORATORIES LTD also known as MAGEN LABORATORIES (“MAGEN”). These terms and conditions (“Standard Terms”) are incorporated by reference into the order (the “Order”) submitted by the indicated Client or its agency (jointly and severally, “Client”) to the MAGEN In the event of a conflict between these Standard Terms and the Order, these Standard Terms shall govern. These Standard Terms and the Order are collectively referred to herein as the “Agreement.”

Applicable Terms of Agreement

As used herein, “Client” shall mean MAGEN (a) Seller’s Terms & Conditions Of Sale only (“Sales Terms”) shall apply to all of Seller’s Quotations, Buyer’s resulting Orders or Purchase Orders [“Order(s)”], and Seller’s Acknowledgments of Orders, if any, for the delivery of Seller’s Services and/or Goods. Notwithstanding any terms or conditions on Buyer’s Orders or any other documents to the contrary, Seller’s Quotations and performance of all Orders are expressly made conditional on Buyer’s acceptance of Seller’s Sales Terms only, and Seller’s Quotations expressly limit Buyer’s acceptance to Seller’s Sales Terms only. Seller’s Acknowledgments of any Orders, or commencement of performance or delivery of any Orders, or Buyer’s issuance of any confirmations, acceptances or Orders, or Buyer’s acceptance, payment or use of any Services and/or Goods shall constitute Buyer’s acceptance of Seller’s Sales Terms only. Seller objects to all terms of Buyer which are in conflict or inconsistent with, in addition to, or different from (“Additional Terms”) the Seller’s Sales Terms. Any such Additional Terms shall not apply or become part of any Order, and Seller’s failure to object to any Additional Terms of Buyer shall not constitute an acceptance thereof; (b) in the event Seller’s Sales Terms are not set forth at length in or attached to Seller’s Quotations as part of the quotation process, but instead are cited by reference to Seller’s website or incorporated by reference in Seller’s Quotations, then these Sales Terms only shall be deemed accepted by Buyer and become part of any Orders as if set forth at length in Seller’s Quotations; (c) any Acknowledgments issued by Seller on either Seller’s or Buyer’s forms shall be deemed issued for administrative purposes only. Such Acknowledgments shall not affect Buyer’s acceptance of Seller’s Quotations on Seller’s Sales Terms only, nor constitute an acceptance of Buyer’s Additional Terms.