GENERAL TERMS AND CONDITIONS OF SALE

1. GENERAL TERMS These General Terms and Conditions of Sale (“Terms”) govern all sales of both hardware and software products, including the Chameleon CMM Controller and Mediator Software (“Product”), by EasyCMM Ltd. (“Company”) to the purchaser (“Customer”). Any deviations or modifications to these Terms must be agreed upon in writing by both parties.

2. WARRANTY COVERAGE EasyCMM Ltd. warrants that hardware products shall be free from defects in materials and workmanship under normal use and service for a period of 14 months from the date of delivery to the original purchaser. Software products are warranted to substantially conform to published specifications for 90 days from the date of delivery.

3. WARRANTY SCOPE

This warranty covers:

• • Defects in materials and workmanship arising under normal operation.
  • Repair or replacement of defective hardware parts at the sole discretion of EasyCMM Ltd.
  • Software patches or updates to correct substantial nonconformities within the warranty period.

This warranty does not cover:

• • Normal wear and tear.
  • Damage due to misuse, negligence, accidents, improper installation, or unauthorized modifications.
  • Third-party software or components not supplied by EasyCMM Ltd.
  • Consumables and accessories.
  • Damage caused by force majeure events such as fire, flood, or electrical surges.

Shipping and Logistics:

• • All shipping, handling, and insurance costs associated with returning products for warranty service or receiving repaired/replacement products are the sole responsibility of the customer, unless otherwise agreed in writing.

4. CLAIM PROCEDURE To make a warranty claim, the Customer must:

• • Notify EasyCMM Ltd. in writing within the warranty period, describing the defect.
  • Obtain a Return Material Authorization (RMA) from EasyCMM Ltd. before returning the Product.
  • Ship the defective Product to EasyCMM Ltd. at the Customer’s expense.

5. REMEDY If a defect is confirmed, EasyCMM Ltd. will, at its sole discretion:

• • Repair the defective hardware Product,
  • Replace it with a new or refurbished unit, or

• • Provide a software patch or workaround for software defects

The repaired or replacement Product shall be covered for the remainder of the original warranty period or 90 days, whichever is longer.

6. SOFTWARE LICENSE AND USAGE RESTRICTIONS

• • Software provided by EasyCMM Ltd. is licensed, not sold, and may only be used as per the accompanying End User License Agreement (EULA).
  • The Customer may not reverse-engineer, modify, or distribute the software without prior written consent from EasyCMM Ltd.

7. PRICES AND PAYMENT TERMS

• • Prices are quoted exclusive of taxes, duties, and shipping costs unless otherwise stated.
  • Unless otherwise agreed, all sales are EXW (Ex Works) EasyCMM Ltd.’s facilities, with shipping and associated costs being the Customer’s responsibility.
  • Payment shall be made in full 30 days from the invoice date.
  • Late payments may incur interest charges at 2% per month.

8. DEFAULT AND CREDIT TERMS

If Customer becomes delinquent in payment obligations or if Customer’s credit becomes impaired, ‎EasyCMM Ltd. may:‎

• • ‎Declare all sums immediately due and payable
  • ‎Refuse any order placed by Customer
  • ‎Cancel any accepted orders or delay shipment
  • ‎Require advance payment for future orders
  • ‎Require additional security or financial instruments as deemed necessary

9. ‎ORDER CANCELLATION‎

• • Order cancellations are subject to a 20% cancellation fee that represents a reasonable estimate of ‎damages suffered by EasyCMM Ltd. Cancellations must be accepted by EasyCMM Ltd.
  • No cancellations ‎will be accepted after shipment or after commencement of work on custom products.‎
  • In the event of an accepted order cancellation where the Customer is due a credit, any shipping, handling, or related costs already incurred by the Customer (due to EXW terms) or paid by EasyCMM Ltd. on behalf of the Customer will not be credited. The 20% cancellation fee will be calculated solely on the Product price exclusive of any such shipping-related costs.

10. DELIVERY AND RISK OF LOSS

• • Delivery dates are approximate and not guaranteed.
  • The risk of loss or damage to the Product shall pass to the Customer upon shipment from EasyCMM Ltd.’s facilities.

11. INTELLECTUAL PROPERTY RIGHTS

Any and all intellectual property rights in connection with the Products remain EasyCMM Ltd.’s exclusive and complete ownership under all circumstances. Customer shall refrain from infringing, contesting, disputing or questioning such rights, patents, trademarks, titles or interests, and shall not aid or allow others to do so, whether directly or indirectly.

12. LIMITATION OF LIABILITY

Except as expressly stated herein, EasyCMM Ltd. disclaims all other warranties, express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose.

In no event shall EasyCMM Ltd. be liable for indirect, incidental, special, or consequential damages, including but not limited to loss of profits, downtime, or loss of data, arising out of the use or inability to use the Product. Customer agrees to defend, indemnify and hold EasyCMM Ltd. harmless from and against all claims, ‎demands, suits and causes of action for property damage, personal injury or death, and all associated ‎losses, costs, damages, expenses and attorneys’ fees relating to the Products purchased and services ‎rendered.‎

13. FORCE MAJEURE

EasyCMM Ltd. may, without liability, delay performance or cancel this agreement due to causes beyond ‎its reasonable control, including but not limited to natural disasters, strikes, political unrest, embargo, ‎failure of source of supply, governmental actions, or supply chain disruptions.‎

14. GOVERNING LAW & DISPUTE RESOLUTION

These Terms are governed by the laws of Israel, without regard to conflict of law principles. Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the rules of the International Chamber of Commerce (“ICC”). The seat of the arbitration shall be London, England. The language to be used in the arbitral proceedings shall be English.

15. EXPORT COMPLIANCE

The Customer agrees to comply with all applicable export control laws and regulations and shall not resell, export, or transfer the Product in violation of such laws.

16. ENTIRE AGREEMENT

These Terms constitute the entire agreement between EasyCMM Ltd. and the Customer and supersede all prior agreements, representations, or understandings, whether written or oral.

17. CONTACT INFORMATION

EasyCMM Ltd.

1 Ha’offe St., Kadima 6092000, Israel

info@easycmm.com

www.easycmm.com