General Terms and Conditions of Purchase (“T&C”)

  1. Scope and Acceptance. These T&C shall govern the purchase of products and/or services set forth in any applicable purchase or frame order  (collectively, “Items“) issued by STXI to Supplier. In the event of any inconsistency and/or contradiction between the terms set forth in these T&C and the terms in any purchase order, these T&C shall supersede and govern.  No change, addition or modification to these T&C will be effective unless agreed upon in writing by duly authorized representatives of the Parties.

  2. Warranty. A.  General.  Supplier warrants that, for a period of [24] months after delivery to STXI (the “Warranty Period”), all Items shall: (i) be free from defects in design, workmanship, material, and manufacture; (ii) be of merchantable quality and be fit and suitable for the purpose intended by STXI; (iii) comply with the requirements of these T&C, and any of STXI’s specifications, drawings or samples submitted to Supplier; (iv) consist of new (not used or recycled) material; (v) be delivered with good and marketable title, free and clear of all liens, claims and encumbrances; and (vi) to the extent consisting of services, be performed in a workmanlike and professional manner in accordance with the highest industry standards.  The foregoing warranties are in addition to all other warranties, express or implied, and survive delivery, inspection, acceptance, or payment by STXI. B. Infringement. Supplier warrants that all Items, the sale of Items by Supplier, and the use and sale of Items by STXI and its customers are and will be free from liability for infringement of any IP Rights (as defined below), mechanic’s liens and/or other encumbrances of any person or entity (collectively “Rights and Encumbrances”). C. Remedies. If an Item does not meet its warranty requirements, then in addition to remedies available under applicable law, STXI may, at its option: (i) require Supplier to replace the Item or repair the Item; (ii) return the Item to Supplier and recover the purchase price; or (iii) correct the Item itself and charge Supplier the reasonable cost of correction. Items that are sent for repair must be returned to STXI by Supplier together with a repair evaluation report. For the avoidance of doubt, without derogating from Section 12 (Termination for Convenience) below, in the event that an Item does not meet the warranty requirements, STXI at its sole discretion, reserves the right to terminate all or part of outstanding Items with the Supplier without any liability or cost on STXI’s behalf.  D. Insurance Coverage. For the duration of each Warranty Period and for as long as legal liability in connection with the Items may apply to Supplier and/or STXI, Supplier shall obtain and maintain, at its expense, with a duly licensed and reputable insurer any insurance policies required to maintain in order to cover Supplier’s exposure and obligations hereunder.


  1. Inspection and Title Transfer. Items are subject to inspection and test by STXI at all times and places, including during the period of manufacture, and in any event, at any time prior to final acceptance. Title to an Item will transfer to STXI upon delivery to STXI in accordance with the Terms of Delivery (as defined below).  Items are not deemed to be accepted by reason of any preliminary inspection or payment of any invoice.  If rejected or required to be corrected, Items shall be either replaced or corrected by and at the expense of Supplier, as determined by STXI (at its sole discretion). Supplier, at its expense, shall collect any rejected Items from a location as instructed by STXI, within fourteen days from the date of STXI’s rejection notice.


  1. Intellectual Property Rights and Licenses. A. Transfer to STXI.  Any rights arising under patent, copyright, trade secret, trademark, mask works, moral rights, or other intellectual property rights in any jurisdiction (collectively, “IP Rights”), that are created, conceived, made or reduced to practice by or for Supplier that relate to Items are hereby irrevocably assigned and transferred to STXI by Supplier. B. License to STXI. If any Item incorporates or relies upon any IP Rights that are not transferred to STXI in accordance with this Section (collectively “Supplier IP Rights”), then Supplier grants to STXI an irrevocable, non-exclusive, paid-up, world-wide right and license, with rights of sublicense, to use, distribute, import, improve and sell such Supplier IP Rights as is necessary for STXI to fully exploit the Items.  STXI shall also be entitled to grant licenses to its customers to use such Supplier IP Rights as related to the operation of STXI’s products. 


  1. Responsibility for Goods; Risk of Loss. Notwithstanding any prior inspections, risk of loss with respect to Items shall transfer from Supplier to STXI in accordance with the Delivery at Place (DPA) Incoterms 2020 at STXI’s address stated on the respective purchase order, unless otherwise set forth in the respective purchase order (the “Terms of Delivery”), unless explicitly stated otherwise in the respective purchase order.  Supplier bears all such risks with respect to any Items: (a) rejected by STXI; or (b) those that are required to be corrected.  Items shall be shipped to STXI by Supplier in accordance with the Terms of Delivery.


  1. Cancellation. A. General. Without derogating from Section 12 below, STXI may cancel any Items and these T&C in whole or in part by written or electronic notice, if Supplier: (i) fails to deliver Items in accordance with Item requirements or other specifications; (ii) fails to replace or correct defective Items as STXI requires; (iii) fails to comply strictly with any provision of these T&C and/or a respective purchase order; or (iv) becomes insolvent, files a petition for relief under any bankruptcy, insolvency or similar law, makes an assignment for the benefit of its creditors, or takes any action for (or in anticipation of) any of the foregoing. B. Upon Cancellation. Upon cancellation pursuant to this Section, Supplier shall: (i) supply any portion of the Items for which a respective purchase order and these T&C are not cancelled; (ii) be liable for additional costs, if any, for the purchase of similar goods and services to cover such default; and (iii) at STXI’s request, transfer title and deliver to STXI: (a) any completed Items, (b) any partially completed Items and (c) all unique materials and tooling. Prices for partially completed Items and unique materials shall be negotiated, but in no event shall they exceed the price set forth herein.  STXI’s rights and remedies as described herein are in addition to any other rights and remedies provided at law or in equity.

  2. Indemnity by Supplier. Supplier shall defend, indemnify and hold harmless STXI (and its officers, directors, agents and representatives) from and against any and all claims, suits, losses, penalties, damages (whether actual, punitive, consequential or otherwise) and associated costs and expenses (including attorney’s fees, expert’s fees, and costs of investigation) and all liabilities that are caused in whole or in part by: (i) any actual or alleged infringement of any Rights and Encumbrances; (ii) any breach by Supplier of a purchase order and/or these T&C; (iii) any negligent, grossly negligent or intentional act, error or omission by Supplier, its employees, officers, agents or representatives in the performance of a STXI purchase order; or (iv) any claims that are for, in the nature of, or that arise under warranty, strict liability or products liability with respect to or in connection with the Items.

  3. Packaging. Items will be supplied, as defined in the purchase order, and in their original or specified package, as required by STXI. Marking on package of Items shall include, inter alia, the following: manufacturer’s name and address, STXI and manufacturer PN and revision, PO#, Qty, Batch #, date, code and relevant documentation, such as: Invoice, Packing List, Airway Bill, Export Statement (for USA), COO (Certificate of Origin). Furthermore, Supplier shall include within the Item package an original tax invoice for the respective sale of Items.   


  1. Compliance. Supplier shall ensure and hereby represents, warrants and certifies that the Items (including their components, parts and materials) are fully compliant with (A) any applicable rules and regulations on the restriction of hazardous substances, including, without limitation, Directive 2002/95/EC, as such may be amended from time to time, and any regulations or orders relating thereto adopted by any applicable government agency (collectively, “RoHS”); and (B) the requirements of Regulation (EC) No. 1907/2006 (Registration Evaluation and Authorization of Chemicals), as such may be amended from time to time, and any regulations or orders relating thereto adopted by any applicable government agency (collectively, “REACH”) . In particular, Supplier shall, at the STXI’s request, furnish to STXI a declaration of RoHS and REACH compliance for any Item supplied hereunder. For limited shelf-life Items, the production date thereof will not exceed 12 months. If an Item is identified as UL such Item must be UL approved and conform to the part specification regarding UL compliance. The Supplier will perform PPA (Post Pack Audit), or “Outgoing Inspection”, on final products and add the test report to every delivered PO. The PPA shall include visual inspection of the Item(s) and package, following such inspection, the Supplier shall provide STXI with the documentation that shall include, among other things, the Batch/Serial Number, Qty, Sample Size (according to acceptable sample table), Date, Inspector’s Name, and result.


  1. Documentation. Supplier shall provide a Certificate of Conformance (COC) for each purchase order, stating that supplied parts conform with agreed specifications, drawing and purchase order. In addition, Supplier shall provide a test report showing (i) that dimensions of Items are in conformance with the specifications (for Mechanical parts, e.g., Metal, Plastic, Lexan), and (ii) the results of electrical testing (for Motors, Transformers, Cables Harnesses, Fan Assemblies, and PCBs).


  1. Shipping and Delivery. With respect to the delivery of Items ordered, time is of the essence. In the event that Supplier anticipates and/or becomes aware of any delay in delivery, Supplier shall immediately notify STXI, explain the reason for such delay and notify STXI of the updated delivery date. No partial delivery or delivery of added quantities shall be made unless STXI has given prior written consent.  Items shall be delivered in accordance with the Terms of Delivery. All prices for Items in a purchase order shall be deemed to include any fees or costs related to handling, packaging, crating, export or other related delivery expenses unless otherwise set forth in in such purchase order. If the applicable purchase order indicates STXI will be responsible to pay for the delivery of Items, then Supplier will use the carrier and service level (e.g., ground, air, second-day, next-day) specified by STXI, and adhere to those instructions communicated by STXI as related to such shipment.  Unless specifically approved by STXI in advance in writing, STXI shall not be responsible for (i) delivery costs and expenses incurred as a result of Supplier’s use of an unauthorized carrier or of a service level that exceeds the service level specified by STXI; (ii) any additional delivery costs and expenses incurred because of Supplier’s use of expedited delivery methods or failure to comply with STXI’s  shipping instructions; or (iii) any delivery costs and expenses incurred in connection with the transportation of Items between Supplier and a sub-tier supplier or any other supplier. 

  2. Termination for Convenience. Up until sixty (60) days prior to the schedule delivery date set forth in a respective purchase or frame order, or in the event that delivery of certain Items were delayed for more than thirty (30) days from the scheduled delivery date, STXI may terminate the respective Items at its convenience in whole or in part.  

  3. Change Orders. Up until sixty (60) days prior to the schedule delivery date set forth in a respective purchase or frame order, or in the event that delivery of certain Items were delayed for more than thirty (30) days from the scheduled delivery date, STXI may by written notice, change the quantities of Items and extend or shorten delivery requirements Supplier shall continue with performance of the respective purchase order and these T&C in accordance with the notice of change or amendment.  A change by STXI pursuant to this Section shall not constitute a breach or default by STXI.

  4. Invoices; Payment Terms. Invoices shall contain purchase order number, a description of Items, quantities, unit prices, applicable taxes and any other information specified by STXI.  Payment of an invoice shall not constitute acceptance of Items and shall be subject to adjustment for errors, shortages, defects, or other causes.  STXI may set off any amount owed by STXI against any amount owed by Supplier or any of its affiliated companies to STXI.  Payment for Items shall be made within 60 days of the date of the invoice issued on the date of the shipment of the Items, unless specified otherwise in the respective purchase order.


  1. Import and Export. Both parties shall comply with all applicable import and export control laws or regulations of any country with jurisdiction over the Parties or transactions occurring under these T&C (“Import and Export Laws”).  Neither party shall export, re-export or disclose Items or data to persons or destinations in violation of Import and Export Laws. 


  1. Confidentiality. The ownership, title and all intellectual and industrial rights in any technical, commercial, or financial information relating to a Party, including without limitation any know how, specifications, plans, drawings, process, drawings or other technical documents, patterns or designs, provided or made available by one Party hereto (“Disclosing Party“) to the other Party (“Recipient“), in writing, electronically or verbally (hereinafter “Confidential Information”) shall rest with the Disclosing Party. Recipient shall not disclose or use Confidential Information for any purposes other than the purposes of performance of its obligations under the T&C and shall not disclose such Confidential Information other than to its, employees, officers and directors (collectively, “Representatives”) who: (a) need access to such Confidential Information for the said purpose; (b) are informed of its confidential nature; and (c) are bound by confidentiality obligations no less protective of the Confidential Information than the terms contained herein. Recipient shall return to Disclosing Party forthwith upon its request all copies of all documents containing Confidential Information. Recipient shall safeguard the Confidential Information from unauthorized use, access, or disclosure using no less than a commercially reasonable degree of care. Recipient will be responsible for any breach of these T&C caused by its Representatives. Recipient agrees to notify Disclosing Party immediately of any misuse or misappropriation of the Confidential Information of Disclosing Party that may come to Recipient’s attention. The foregoing shall not apply to Confidential Information, which is or becomes part of the public domain through no fault of the Recipient, or which subsequently to disclosure by Disclosing Party is disclosed to Recipient by a third party who is not obliged to confidentiality to Disclosing Party or which Recipient is bound to disclosing under any compulsory law, regulation or court order.

  2. Miscellaneous. A. Assignments. No right or obligation under a purchase order and/or these T&C may be assigned by Supplier without the prior written consent of STXI.  STXI may assign the rights or obligations under a purchase order and/or these T&C in whole or part at any time. B. Waiver. If STXI fails to insist on performance of any term or condition, or fails to exercise any right or privilege hereunder, such failure shall not constitute a waiver of such term, condition, right or privilege. C. Survival of Obligations; Severability. The obligations of the following sections shall survive the cancellation, termination or expiration of these T&C and a purchase order: 1, 2, 4, 5, 6b, 7, 16 and 17.  Any provision of these T&C that is held unenforceable or invalid for any reason shall be severed and the remainder of these T&C shall continue in effect. D. Compliance with Laws. Supplier warrants and represents that no law, rule, regulation, order or ordinance of any governmental agency or authority of any country has been violated in supplying the Items ordered herein. E. Governing Law, Exclusive Forum.  All questions relating to the construction and validity of these T&C shall be governed by and construed under the laws of the State of Israel. Sole and exclusive jurisdiction in any matter arising from or related to these T&C and all purchase orders issued by STXI, shall rest solely with the competent courts of Tel-Aviv-Jaffa, Israel. Nothing in these T&C or in any other document shall prevent Seller from instituting proceedings, seeking and obtaining interlocutory and/or injunctive relief, concerning any of STXI’s rights from any other court of competent jurisdiction in any other territory.