Tilla Care Ltd’s standard terms and conditions (the “T&Cs”) related to the sale of its products and/or services to the Customer are effective as of the date set out below. Our T&Cs are subject to change

from time to time. We will notify the Customer of changes in the manner required by applicable law and it is the Customer’s responsibility to ensure awareness of our T&C as updated from time to time. To the extent permitted by applicable law, we will forward to the Customer notice of change to our terms and conditions by e-mail or post such notices on our website (website at https://www.tillacare.com/) and alert the Customer by e-mail of the posting of such notice. Customer’s continued use of any of Tilla Care Ltd’s products or services after the effective date of the notice indicates the Customer’s acceptance of the change in terms.  Our T&C may vary depending on the type of product or service you are ordering.

Note that if you are purchasing products and/or services that fall under multiple categories, more than one set of terms and conditions may apply to your order.

Applicability

Orders and Acceptance

1.1.     Customer shall place purchase orders for Tilla Care Ltd products and/or services using purchase orders which are consistent with the terms and conditions hereof.

1.2.      All purchase orders must include the following information: shipping and billing address of

the Customer, product description, size, quantity, and purchase order number.

1.3.      Tilla Care Ltd may reject purchase orders within three days of receipt if the orders do not

contain pertinent information or are inconsistent with these T&Cs.

1.4.     Subject to Section 2.3, all purchase orders from Customer are binding upon Customer submission an order to Tilla Care Ltd and such binding order shall be accepted by Tilla Care Ltd by sending the Customer a written order acknowledgment, and then by delivering the products or services to Customer. All confirmations, invoices and other communication in writing delivered by Tilla Care Ltd to Customer shall be deemed accepted by Customer together with any T&C set forth thereon.

1.5.     Any change to a purchase order must be submitted and approved in writing by Customer and Tilla Care Ltd. Changes to purchase orders must be submitted and approved at least forty-five (45) days prior to the designated shipping period. Tilla Care Ltd, without obligation on its part, will make reasonable efforts to accommodate the Customer’s request for change in a purchase order.

Prices

1.1.     Prices for products or services shall be as stated in the Agreement or a purchase order confirmation, and unless otherwise specified in writing by Tilla Care Ltd, the prices are exclusive of transportation, insurance, license fees, customs duties, withholding, value added tax and any sales, use, excise, and other similar taxes as required by law.

1.2.     Customer shall pay all such fees, duties, and taxes in addition and in the manner and at the rate prescribed by the relevant authority or reimburse Tilla Care Ltd for all federal, state or local sales, use or other taxes, fees or duties arising out of their agreement or the transactions contemplated by their agreement, if any.

1.3.     We may change our prices at any time without notice.

Payment

1.1.     The entire amount of each invoice for products and/or services subject to these T&Cs shall be paid according to the payment set out in any Agreement, confirmation of purchase order, or any other form of acceptance confirmation agreed between Tilla Care Ltd and the Customer.

1.2.     Payment by check, credit card, or wire transfer will be accepted. Credit cards will be accepted at the time of each order for processing on the shipping date and will incur a credit card processing fee in

accordance with credit card issuer fees. If Customer is late in making payment, without affecting any of Tilla Care Ltd’s other rights, Customer will be charged a late payment fee charge. The late payment fee charge will be calculated as interest on the sums due from the payment due date until Customer

make payment in full, at the rate of 1.5% per month, unless this amount exceeds the maximum amount allowed by law. Late charges will also include our reasonable costs of collection (including collection agency fees and attorneys’ fees). Tilla Care Ltd reserves the right to cancel or stop the provision of services or the delivery of products in transit or services and withhold shipments in whole or in part if Customer does not pay the amount when due, or if Customer otherwise does not perform its obligations.

1.3.     If Customer fails to make a payment towards the Agreement or purchase order or when the financial condition of the Customer warrants, Tilla Care Ltd at its own discretion may change any terms of payment, require partial or full payment in advance, and may delay further shipments of products or the provision of service until such terms are met and pursue any other remedies available to it by law. In such an event, if Customer refuses to accept such changes, any outstanding order may be canceled without any liability to Tilla Care Ltd.

1.4.     In the event of bankruptcy or insolvency of Customer or in the event any proceeding is brought by or against Customer under any bankruptcy or insolvency laws or their equivalent, Tilla Care Ltd may cancel any outstanding or ongoing Agreement or Contract without liability or any other

obligations.

Shipment and Delivery

Proper Use

1.1.     Products sold to Customer are for Customer’s own internal use only and are not for resale or distribution to any third party.

1.2.     Customer is not authorized use the products or services in a manner which is in contrast with or not in compliance with the applicable written instructions provided by Tilla Care Ltd. Customer agrees

not to, nor allow any affiliate or third party to, reverse engineer or otherwise attempt to discover the components of any of Tilla Care Ltd’s products Notwithstanding the foregoing, Customer agrees to promptly disclose to Tilla Care Ltd in writing any improvement, concept, design, work of authorship, discovery or idea (whether patentable or not and including those which may be subject to copyright protection) generated, conceived, or reduced to practice by Customer (collectively “Improvements”). Any Improvement to any of Tilla Care Ltd’s products shall be the sole and exclusive property of Tilla Care Ltd.

Customer hereby assigns to Tilla Care Ltd all rights in the Improvements, including, without limitation, all patent, copyright, trademark, and trade secret rights therein.

1.3.     Tilla Care Ltd’s products and services may be subject to restrictions and controls imposed by

the United States Export Administration Act and regulations thereunder. Customer warrants that it will not export or re-export products or related information into any country in violation of such controls or other laws, rules or regulations of any country, state or jurisdiction.

1.4.     Reverse Engineering. Customer agrees not to, nor allow any affiliate or third party to reverse engineer or otherwise attempt to discover the identity of a composition, nucleic acid sequence, or other component of any of the products or services. 

1.5.     If Customer fails to comply with any of these T&Cs, Tilla Care Ltd will be released from its performance and liability obligations to Customer and Customer will pay all costs or damages, including legal fees, incurred by Tilla Care Ltd caused by such failure to comply.

Limitation of Liability and Product Warranty

1.1.     Limited Product Warranty. Subject to the provisions of section 7 hereof, Tilla Care Ltd warrants to Customer (the “Product Warranty”) that its products and services will materially conform to the applicable specifications and that at the time of shipment the products and/or services are free from defects in material and workmanship.

1.2.     EXCEPT AS EXPRESSLY PROVIDED HEREIN, TILLA CARE LTD MAKES NO EXPRESS OR IMPLIED WARRANTIES AND EXCLUDES ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

1.3.     Product Warranty Limitations. The Product Warranty shall specifically exclude any products that: (a) have been subjected by Customer or any third party to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions or use contrary to any instructions issued by Tilla Care Ltd; (b)

have been reconstructed, modified, repaired or altered; (c) have been used with any third-party products, hardware or product that has not been previously approved in writing by Tilla Care Ltd; or (d)

have been shipped by the Customer outside the United States territory. 

1.4.     Customer’s Exclusive Remedy for defective products shall be in accordance with Section 8 of these T&C. 

1.5.     CUSTOMER ACKNOWLEDGES AND AGREES THAT THE AMOUNTS WHICH TILLA CARE LTD IS CHARGING HEREUNDER DO NOT INCLUDE ANY CONSIDERATION FOR TILLA CARE LTD’S ASSUMPTION OF THE RISK OF CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY ARISE IN CONNECTION WITH THE USE OF THE PRODUCTS OR SERVICES BY THE CUSTOMER. ACCORDINGLY, CUSTOMER AGREES THAT TILLA CARE LTD SHALL NOT, IN ANY EVENT, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS OR OTHER ECONOMIC LOSS, ARISING IN CONNECTION WITH CUSTOMER’S USE OF OR INABILITY TO USE THE PRODUCTS OR SERVICES and for non-compliance by the Customer with all applicable laws and regulations. THIS LIMITATION OF LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE AND INDEPENDENT OF ANY FAILURE OF ESSENTIAL PURPOSE OF THE LIMITED WARRANTY AND REMEDIES PROVIDED HEREUNDER.

1.6.     Customer shall indemnify Tilla Care Ltd defend and assume the settlement of, and the defense of any suit or suits or other legal proceedings brought to enforce all losses, damages, injuries, claims, demands, and expenses (“Liability”) arising out of the use of products or services purchased by Customer hereunder, regardless of where, how, and by whom used, and shall pay all judgments entered in any such suit or suits or other legal proceedings, except for Liability resulting from Tilla Care Ltd’s gross negligence of willful misconduct. The indemnities and assumptions of liabilities and obligations herein provided for shall continue in full force and effect notwithstanding termination any Agreement or purchase order confirmation, whether by expiration of time, by operation of law, or otherwise.

Remedy for Defective Products

1.1.     Customer shall notify Tilla Care Ltd, in writing, of any alleged claim of defect within five (5) business days from the date Customer discovers such alleged claim of defect (but in any event before the expiration of the applicable Product Warranty).

1.2.    If Tilla Care Ltd’s inspection and testing reveals, to Tilla Care Ltd’s reasonable satisfaction, that the

product provided to Customer is defective and any such defect has not been caused by Customer or contributed to by any of the factors described under Section 7.3 above, then for any of Tilla Care Ltd’s products that do not meet the Product Warranty, Tilla Care Ltd shall replace such defective products with new products as Tilla Care Ltd determines to be reasonably appropriate. Tilla Care Ltd shall ship the products to Customer at Tilla Care Ltd’s expense to a location designated by Customer. For the avoidance of any doubt, the right of replacement of the defective product is the sole remedy available to the Customer and Customer has no right to return the products for repair, credit or refund.

General Compliance

Each of the parties represents and warrants to the other party that it will comply with all applicable laws, rules or regulations (“Applicable Laws”), including, but not limited to, all applicable federal, state and local laws, rules, regulations and guidelines relating to the manufacturing, quality control, packaging, labeling, handling, shipping, importation, exportation and storage of Products, HIPAA, FCPA, Medicare and Medicaid billing and referral requirements and the Federal Food, Drug and Cosmetic Act. It is the intention of the parties that these T&Cs be administered in accordance with the federal antikickback statute (Title 42, United States Code, Section 1320a-7b(b)). Accordingly, insofar as required by such statute or by the discount safe harbor regulations at 42 CFR § 1001.952(h), Customer shall fully and accurately report in applicable cost reports and provide information upon request to Sales Terms and Conditions 09/2022 9 Medicare, Medicaid and other federal health care programs on all discounts and price reductions under these T&CS.

Termination for Default

1.1.     A purchase order or Agreement may be terminated by the parties in accordance with the terms set out therein and the Customer agrees to pay any termination fees as may be applicable and agreed upon between Tilla Care Ltd and the Customer.

1.2.     Either party may, in addition to any other remedies available to it by law, terminate the Agreement or any purchase order  by written notice to the other party in the event the other party shall become insolvent, make an assignment for the benefit of its creditors, or have any case or proceeding voluntarily initiated by or commenced against or other action taken by or against it in bankruptcy or seeking reorganization, liquidation, dissolution of winding-up or any other relief under any bankruptcy, insolvency, reorganization or other similar act or law of any jurisdiction now or hereafter in effect, and any such event shall have continued for sixty (60) days undismissed, unbonded and undischarged.

Miscellaneous

1.1.     Confidentiality: Each party shall use Confidential Information (information of a proprietary or sensitive nature that is not readily available through sources in the public domain) of the other party only for purposes of these T&Cs. Otherwise, except as may be required by law neither party shall use, publish nor disclose, or cause anyone else to use, publish or disclose, any Confidential Information of the other party. The restrictions on disclosure and use hereunder shall not apply to any information which (a) is or becomes generally available to the public, other than as a result of disclosure by the party receiving the information pursuant to these T&Cs, (b) was made available to other third persons on a non-confidential basis by the disclosing party prior to the execution of these T&Cs, (c) becomes available on a non-confidential basis from a third person, which third person was not itself under an obligation to maintain the confidentiality of such information, or (d) is required by law, regulations, including securities and other disclosure law, subpoena or court order to be disclosed. The provisions of this Section 11.1 shall survive the expiration or other termination of this Agreement regardless of the cause of termination

1.2.     Entire Agreement: Customer agrees that this Agreement is the entire agreement between Customer and Tilla Care Ltd regarding the supply of products and/or services (unless otherwise stated in any written agreement between the parties). No amendment or modification of the terms of this Agreement shall be binding on either party unless in writing and signed on behalf of each party.

1.3.     Binding Effect: This Agreement shall be binding upon and inure to the benefit of the parties hereto

and their respective successors and permitted assigns.

1.4.     Waiver: The waiver by a party hereto of any breach of or default under any of the provisions of these T&Cs shall not be effective unless in writing and the failure of a party to enforce any of the provisions of these T&Cs or to exercise any right there under shall not be construed as a waiver of such right.

1.5.     Severability: If any part of These T&Cs shall be invalid or unenforceable under applicable law, such

part shall be ineffective only to the extent of such invalidity or unenforceability, without in any way affecting the remaining parts of These T&Cs. In addition, the part that is ineffective shall be reformed in a

mutually agreeable manner to most closely approximate, to the extent possible, the intent of the parties hereto.

1.6.     Governing law: Customer agrees that any dispute relating to privacy or the terms in these T&C will be resolved according to the laws of the State of Israel, without regard to conflict of law rules and that the courts of Tel-Aviv of the State of Israel have exclusive jurisdiction over any legal proceedings arising out of or related to thereto.

Contact

If you have questions regarding the Standard Terms and Conditions, you may contact us by email on sales@tillacare.com or by calling us at +972-7-75508737