NETAFIM'S GENERAL TERMS AND
CONDITIONS OF PURCHASE
1. Scope and Acceptance. When Netafim Ltd.'s
engagement with a supplier ("Supplier") to purchasegoods and/or services from (collectively, "Items"), isdone via issuance of individual purchase orders (the"Purchase Orders"), then the Purchase Order, as
applicable, along with these Terms and Conditions ofPurchase, constitutes the entire and exclusive
agreement ("Agreement") between the supplier
identified in the Contract or Purchase Order (the"Supplier") and Netafim for the purchase of such
Items. No change, additional or modified term, orrevision to this Agreement will be effective unless set
forth in a record that is signed by a duly authorized
representative of Netafim. If the Supplier proposes its
own terms and conditions, then such terms andconditions shall not be binding on Netafim save to theextent they are expressly accepted in writing by anauthorized Netafim representative and include a
specific waiver of this Agreement. Acceptance of
and/or payment for Items by Netafim shall not be
construed as acceptance by Netafim of Supplier’s
terms and conditions even if Netafim is aware of suchterms and conditions. Supplier’s signature on a
Purchase Order or commencement of performance
constitutes Supplier’s acceptance of these terms andconditions.
2.
Confidentiality
Undertaking
andProhibited Activities. A. General. Supplier shall treat
and maintain all Confidential Information (as such termis defined herein) in the strictest confidence, using a
degree of care considered acceptable and reasonable in
the industry, and in any event not less than that degree ofcare that the Recipient uses to protect its own
Confidential Information. "Confidential Information"
shall mean confidential or proprietary information
concerning Netafim or any of Netafim's processes,
inventions, formulas, IP Rights, customers, suppliers,
prices, business and financial information, anycommercial sensitive information or any trade secretwhich has heretofore or may hereafter be disclosed toSupplier, provided that disclosure of Confidential
Information shall be permitted if (i) expressly assented toin writing by Netafim; (ii) or such Confidential
Information is in the public domain or was known to, or
developed independently by, the Supplier, without any
breach of this Agreement; or (iii) the disclosure of such
Confidential Information is required under any
applicable law. This obligation will survive terminationof this Agreement for a period of 5 years. B. Further
Information. On request, and in any event, upon
termination of this Agreement, Supplier will either
destroy or return all Confidential Information to Netafim,
according to Netafim's instructions.
C. Prohibited Activities. Except for delivery of Items to
Netafim, Supplier will not reverse engineer, develop,
design, manufacture, refurbish, sell or offer for sale any
Items about which Supplier has received or obtained
Information or assist any third party to perform any ofsuch activities. D. Injunctive Relief. Supplier
understands that any violation of this section may cause
immediate and irreparable harm to Netafim, whichmonetary damages cannot adequately remedy.
Therefore, Supplier hereby agrees that injunctive relief
may be sought against it, without bond, in order toremedy, or to prevent, a violation hereof. Supplier shallobtain Netafim’s written consent prior to any
publication, presentation, public announcement, or press
release concerning its relationship as a supplier toNetafim. Any knowledge or information that Supplier
may disclose to Netafim shall not be deemed to be
confidential information and shall be acquired byNetafim free from any restrictions as to use or disclosure
thereof, unless Netafim agrees to accept confidential
information from Supplier pursuant to a duly executed
nondisclosure agreement defining Netafim’s obligations
with respect to such information.
3.
Warranty. A. General. Supplier warrants
that, for a minimum period of 24 months after delivery
to Netafim, or for the warranty period it generally

provides its customers, whichever comes lates, all Items
shall be free from defects in design, workmanship,
material, and manufacture and free form computerviruses and malfunctioning; shall be of merchantable
quality and be fit and suitable for the purpose intended
by Netafim; all Items shall comply with the requirementsof this Agreement, including conforming to and/or
performing in accordance with any of Netafim's
specifications, drawings or samples; all Items shallconsist of new (not used or recycled) material; Netafim
shall acquire good and marketable title to all Items, freeand clear of all liens, claims and encumbrances; and all
Items shall be fabricated or supplied in a workmanlike
and professional manner in accordance with thehighest industry standards. The foregoing warranties
are in addition to all other warranties, express or implied,and survive delivery, inspection, acceptance, or payment
by Netafim. B. Infringement. Supplier warrants that all
Items, the sale of Items by Supplier, and the use and saleof Items by Netafim are and will be free from liability for
infringement of, or claim of royalties for, patent rights,
copyright, trademark, trade secrets or confidential or
proprietary intellectual property rights, mechanic's liens
and 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, Netafim may, at its option, require
Supplier to replace the Item or repair the Item; return the
Item to Supplier and recover the purchase price; correct
the Item itself and charge Supplier the reasonable cost ofcorrection; or return the Item to Supplier, purchase acomparable Item in the open market, and charge Supplierwith any reasonable cost differential (including
expedited manufacturing and delivery charges, if
applicable).
4.
Inspection. Items are subject to inspection
and test by Netafim at reasonable times and places,
including during the period of manufacture, and in any
event, at any time prior to final acceptance. Suppliershall provide all reasonable facilities and assistance forthe safety and convenience of Netafim's personnel
engaged in such testing. Items are not considered to be
accepted due to any preliminary inspection or paymentof any invoice. If rejected or required to be corrected,
Items shall be returned to Supplier for a refund or credit,
replaced or corrected, in the most expeditious manner
possible, by and at the expense of Supplier as directed byNetafim (including storage charges, while awaiting
Supplier’s returns shipping instructions). Any payment
by Netafim to Supplier for work prior to Netafim’s
rejection of such Items as non-conforming will not be
deemed as acceptance by Netafim.
5.
Disclaimer and Limitation of Liability for
Damages. IN NO EVENT SHALL NETAFIM BE
LIABLE TO SUPPLIER OR TO ANY OTHERPERSON OR ENTITY UNDER ANY EQUITY,COMMON LAW, TORT, CONTRACT, ESTOPPEL,NEGLIGENCE, STRICT LIABILITY, OR OTHER
THEORY, FOR ANY SPECIAL, INDIRECT,INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR
CONTINGENT DAMAGES, OR ANY DAMAGESRESULTING FROM LOSS OF SALE, BUSINESS,PROFITS, DATA, OPPORTUNITY OR GOODWILL,EVEN IF NETAFIM HAS BEEN ADVISED OR
KNEW OR SHOULD HAVE KNOWN OF THE
POSSIBILITY OF SUCH DAMAGES.
6.
Intellectual
Property
RightsandLicenses. A. Transfer to Netafim. As partial
consideration for this Agreement, any rights arisingunder any patent, copyright, trade secret, trademark,know-how, mask works, moral rights, or otherintellectual property rights under any jurisdiction(collectively, “IP Rights”), that are created,conceived, made or reduced to practice by or for
Supplier and that are related to Items, are hereby
irrevocably assigned and transferred to Netafim by
Supplier, and Supplier shall cause its employees,
agents, contractors and sub-tier suppliers (regardlesswhether they sell directly to Supplier) to also assign
and transfer all such IP Rights to Netafim unless such
IP Rights (a) were developed independent of, and do1

not contain or reflect the assistance (financial orotherwise), collaboration, input, involvement,
development efforts, or creative or inventive
contribution of Netafim or Netafim employees,
consultants, contractors or other suppliers, and (b) do
not reflect or rely upon Netafim’s Proprietary
Information and/or Confidential Information , and are
not an improvement, enhancement, modification, orderivative work of any IP Right belonging to Netafim
or transferred to Netafim by this Section.
B. License to Netafim. If any Item incorporates orrelies upon any IP Rights created, conceived, made or
reduced to practice by or for Supplier that are nottransferred to Netafim by this Section (collectively“Supplier IP Rights”), then Supplier, as partial
consideration for this Agreement, grants to Netafim an
irrevocable, perpetual, non-exclusive, royalty free, paidup, world-wide right and license, with rights ofsublicense, to use, distribute, import, improve, sell andhave sold such Supplier IP Rights as is necessary for
Netafim to fully exploit the Items. Netafim shall also beentitled to grant licenses to its customers to use such
Supplier IP Rights as related to the operation of
Netafim’s products. C. No Unauthorized Modification of
Netafim IP Rights. Supplier shall not (and shall cause its
employees, agents, contractors and sub-tier suppliers notto) improve, enhance, or modify IP Rights of Netafim
without Netafim’s prior written consent; if such an
improvement, enhancement, or modification isnevertheless made, Supplier hereby irrevocably
assigns and transfers to Netafim, and Supplier shallcause its employees, agents, contractors, and sub-tiersuppliers (regardless of whether they sell directly toSupplier) to also assign and transfer to Netafim, all IP
Rights in each such improvement, enhancement, or
modification. If any of the foregoing transfers andassignments are to any extent ineffective, Suppliershall grant to Netafim an irrevocable, perpetual, royalty
free, non-exclusive, paid-up world-wide right andlicense with rights of sublicense, to use, distribute,import, improve, sell and have sold, and make andhave made such modifications to Netafim’s IP Rights.
7.
Responsibility for Goods; Risk of Loss.
Notwithstanding any prior inspections, Supplier bears all
risks of loss, damage, or destruction to Items until final
acceptance by Netafim at Netafim’s delivery destination.
Supplier bears all such risks with respect to any Items:(a) rejected by Netafim; or (b) required to be remedied orcorrected; provided, however, that Netafim shall be
responsible for loss occasioned solely by willful
misconduct of Netafim’s employees acting within thescope of their employment. Items shall be shipped toNetafim by Supplier in accordance with the terms of thisAgreement.
8.
Cancellation. A. General. Netafim maycancel the Purchase Order, this Agreement, or both, in
whole or in part by written or electronic notice, if
Supplier: (1) fails to deliver Items in accordance withspecified delivery times, Item requirements or otherspecifications; (2) fails to replace or correct defective
Items as Netafim requires; (3) fails to comply strictlywith any provision of or repudiates this Agreement; (4)becomes insolvent, files a petition for relief under any
bankruptcy, insolvency or similar law, makes anassignment for the benefit of its creditors, or takes any
action for (or in anticipation of) any of the foregoing or(5) there is a material change in control or ownership of
Supplier’s business. B. Upon Cancellation. Uponcancellation pursuant to this Section, Supplier shall: (1)supply any portion of the Items for which thisAgreement is not cancelled; (2) be liable for additionalcosts, if any, for the purchase of similar goods andservices to cover such default; and (3) at Netafim's
request, transfer title and deliver to Netafim: (a) any
completed Items, (b) any partially completed Items and(c) all unique materials and tooling. Prices for partiallycompleted Items and unique materials shall be
negotiated, but in no event shall they exceed the price set
forth herein. Netafim’s rights and remedies as describedherein are in addition to any other rights and remedies
provided at law or in equity.

9.
Indemnity by Supplier. Supplier shalldefend, indemnify and hold harmless Netafim (and its
officers, directors, agents and representatives andaffiliates) from and against any and all claims, suits,losses, penalties, damages (whether actual, punitive,
consequential or otherwise) and associated costs andexpenses (including attorney's fees, expert's fees, andcosts of investigation) and all liabilities that are caused inwhole or in part by: (a) any actual or alleged
infringement of any Rights and Encumbrances; (b) any
breach by Supplier of this Agreement; (c) any negligent,
grossly negligent or intentional act, error or omission by
Supplier, its employees, officers, agents or
representatives in the performance of this Agreement; (d)any act or omission of Supplier, its employees or agentsin connection with the performance of any Purchase
Order; or (e) any claims that are for, in the nature of, orthat arise under warranty, strict liability or productliability with respect to or in connection with the Items.
Nothing in this section shall limit any other remedy ofNetafim.
10.
Force Majeure. A failure by either party toperform due to causes beyond the control of and without
the fault or negligence of such party is deemed excusable
during the period in which such cause of failure
continues. Such causes may include acts of God, or the
public enemy, acts of Government (in sovereign orcontractual capacity), accidents, fire, flood, epidemic,
strike, freight embargo and unusually severe weather.
When Supplier becomes aware of any actual or potential
force majeure condition, Supplier shall immediately
notify Netafim of the condition. Supplier is not excusedfrom any of its obligations pursuant to this Agreement
due to any reasonably foreseeable or preventablesituation (including, but not limited to, late or insufficientdeliveries by other suppliers, personnel turnover, labor
disputes or strikes involving Supplier’s own personnel or
third party equipment).
11.
Shipping and Delivery. Time is of theessence. No partial delivery or delivery of added
quantities shall be made unless Netafim has given priorwritten consent. All prices for Items shown in thisAgreement shall be deemed to include any fees or costs
related to handling, packaging, crating, export, insurance,
shipping or other related delivery expenses unlessotherwise set forth in this Agreement. Unlessspecifically approved by Netafim in advance and inwriting, Netafim shall not be responsible for delivery
costs and expenses (i) for a service level (ground, air,second-day, next-day) that exceeds the authorizedshipping service level; (ii) in excess of the costs
determined by Netafim; (iii) for Supplier to use
expedited delivery methods; or (iv) incurred inconnection with the transportation of Items between
Supplier and a sub-tier supplier or any other supplier.
Netafim may recover and offset or adjust payment for
those delivery costs and expenses that Netafim incurs,
and for which Netafim is not responsible under thisSection. Supplier will preserve, pack, package andhandle the Items so as to protect the Items from loss ordamage and in accordance with best commercial
practices in the absence of any specifications that
Netafim may provide. Delivery method and delivery
dates shall be as set out in the Purchase Order.
12.
Termination for Convenience. Netafim
may terminate the Purchase Order, this Agreement, orboth for its convenience in whole or in part at any timeby written or electronic notice. Upon such termination,
Supplier shall, to the extent practicable and at the time
specified by Netafim, stop work and terminate
outstanding orders under the Agreement, protect all
property in which Netafim has or may acquire aninterest, and transfer title and make delivery to Netafim
of all Items, materials or other property held or acquiredby Supplier in connection with the terminated portion ofthis Agreement. Netafim’s maximum liability for Items
related to such termination shall be a pro-rata amount of
the total Agreement price, less advances or otherpayments, based upon the price for Items delivered orcompleted prior to termination, and the actual costs(including a reasonable profit) for work in process
incurred by Supplier which are allocable to theterminated portion of this Agreement. Netafim shall haveno liability at law or in equity under this Section unlessSupplier submits a detailed claim to Netafim within threemonths after Netafim’s notice of termination. Change
Orders. By written notice, Netafim may suspend
performance under this Agreement, change thequantities of Items, extend or shorten delivery
requirements or make other changes within thegeneral scope of this Agreement, including without
limitation, to: (a) applicable specifications, drawings,
and other documents; (b) method of shipment or
packing; and (c) the place or date of delivery,
inspection or acceptance. If such a change causes anincrease in the cost of or time required for Supplier's
performance, then an equitable adjustment shall bemade in the price or other terms of this Agreement if
requested by Supplier in writing prior to change
implementation and subject to mutual consent of
Netafim and Supplier. Supplier shall continue withperformance of this Agreement in accordance with thenotice of change or amendment. A change by Netafim
pursuant to this Section shall not constitute a breach ordefault by Netafim.
13.
Invoices; Payment Terms. Invoices shallcontain purchase order number, a description of Items,
quantities, unit prices, extended totals, applicable taxes
and any other information specified by Netafim.
Payment of an invoice shall not constitute acceptance ofItems and shall be subject to adjustment for errors,
shortages, defects, or other causes. Netafim may set off
any amount owed by Netafim against any amount owed
by Supplier or any of its affiliated companies to Netafim.
Payment in connection with any discount term will becalculated from: (a) scheduled delivery date, (b) actual
delivery date, or (c) the date an acceptable invoice isreceived, whichever is latest; payment under a discountterm is deemed made on the date of mailing of Netafim's
check. If payment is made electronically, payment shallbe deemed made when the Supplier’s depository
institution receives or has control of the payment.
14.
Taxes. With the exception of Value Added
Tax (“VAT”) which, if applicable, shall be at the ratevalid at the time of delivery, Supplier is responsible forall taxes imposed by any taxing authority or government
entity in connection with any Purchase Order. Eachpayment to be made by Netafim under a Purchase Ordershall be subject to any deduction, withholding or set-off
of tax as may be required under applicable laws, andSupplier will upon request provide Netafim withappropriate tax documentation that is necessary to
prevent or minimize such deduction, withholding or setoff of tax. Every invoice must include Supplier’s VAT
Identification Number.
15.
Insurance. Supplier will secure andmaintain insurance providing coverage for liabilities tothird parties for bodily injury (personal injury) anddamage to property in amounts sufficient to protect
Netafim in the event of such injury or damage, and will
be in compliance with any and all laws, regulations ororders addressing the liabilities of an employer to its
employees for injuries and disease suffered in connection
with employment. Supplier further will maintain such
additional types of insurance as is customary for acompany of similar size and similar operations to
Supplier in the jurisdiction or jurisdictions in which
Supplier’s operations take place and in any event an
insurance sufficient in order to cover its obligations
under this Agreement.
16.
Compliance. A. Supplier warrants andrepresents that no applicable law, rule, regulation, order
or ordinance of any state, any governmental agency orauthority of any country has been violated in supplying
the Items ordered herein B. Anti-Corruption and Anti
Bribery Laws and Conduct: B. The Supplier, including
its applicable stakeholders, including, inter alia, any
owner, shareholder (direct or beneficial), officer,
director, employee, agent, third party representative,
subcontractor, contractor or other individual with any
direct or indirect beneficial interest, shall comply with
Anti-Corruption Laws (defined below) and shall notcause Netafim, its subsidiaries or affiliates (collectively,

2“Affiliates”) to be in violation of any Anti-Corruption
Law. “Anti-Corruption Laws” mean collectively
applicable foreign and domestic anti-bribery and anticorruption laws, regulations, orders, judicial decisions,conventions and international financial institution rules
regarding domestic or international corruption, bribery,
ethical business conduct, money laundering, politicalcontributions, gifts and gratuities, or lawful expenses topublic officials and private persons, agency relationships,
commissions, lobbying, books and records, and financial
controls. The Supplier represents and warrants that it, its
owners, directors, employees and its agents, andemployees have not and will not pay, offer, or promise to
pay any money, financial benefit or thing of value to any
government, or party official, candidate or employee at
any level, including employees of state owned orcontrolled enterprises ("Government Officials") (i) forthe purpose of influencing any act or decision of such
person or party in order to obtain or retain business, or to
direct business to any person; or (ii) with regards toGovernment Officials and/or private individuals, toinduce that person to, or reward that person not to
perform its functions in connection with that person's
employment or engagement. The Supplier further
represents that the Supplier, nor any of its Affiliates orrepresentatives have, directly or indirectly, taken any
action that would cause them to be in violation of any
Anti-Corruption Laws. The Supplier represents andwarrants that no owner, shareholder (direct or
beneficial), officer, director, employee, agent, third party
representative, subcontractor, contractor or otherindividual with any direct or indirect beneficial interest
in Supplier or Supplier’s payments under thisAgreement, or any immediate family relation of any such
person (collectively, “Interested Persons”), is a foreign
Public Official or Entity. A “Public Official or Entity”
means (i) an officer, employee, agent, contractor or
representative of any government or military, including,but not limited to, a customs official; (ii) any department,
agency, corporate entity, instrumentality or politicalsubdivision of any government or military; (iii) any
person or commercial entity acting in an official capacity
for or on behalf of any government or military; (iv) any
candidate for political office, any political party or any
official of a political party. Supplier shall notify theCompany immediately if it learns at any time during theterm of this Agreement that (i) an Interested Person
becomes a foreign Public Official or Entity, or (ii) a
foreign Public Official or Entity acquires an ownership,voting, or economic interest in Supplier or a legal or
beneficial interest in Supplier’s payments under thisAgreement.. C. The Supplier (a) is not a Sanctioned
Person, (b) has not, in the past five (5) years engaged in,has any plan or commitment to engage in, direct orindirect dealings with any Sanctioned Person or in any
Sanctioned Country, or (c) has in the past five (5) years
violated, or engaged in any conduct sanctionable under,
any Sanctions Law, nor been the subject of aninvestigation or allegation of such a violation or
sanctionable conduct. The Supplier shall conduct itself inaccordance with Sanction Laws for the purposes of thisAgreement. For the purposes herein, "Sanctioned
Person" means, at any time, (a) any person listed in any
sanctions-related list of designated Persons maintainedby the Office of Foreign Assets Control of the U.S.
Department of the Treasury, the U.S. Department ofState, or by the United Nations Security Council, theEuropean Union or any European Union member state,(b) any Person operating, organized or resident in a
Sanctioned Country or (c) any Person owned orcontrolled by any such Person or Persons described in
the foregoing clauses (a) or (b). "Sanctioned
Country" means at any time, a country or territory whichis the subject or target of any Sanctions. "Sanction
Laws" means laws and executive orders of the UnitedStates of America, the United Nations Security Council,
the European Union the United Kingdom, and theapplicable laws of the jurisdictions under which the
Supplier operates, imposing economic or financial
sanctions or trade embargoes, and regulations
implementing such laws and executive orders. D.
Privacy. Supplier shall comply with the applicable laws
pertaining to privacy in its jurisdiction or jurisdiction ofactivities pertaining to its relationship with Netafim E. In
the event of a breach of the obligations contained in thissection 16, the Agreement is void and the Company may
cease making any subsequent payments hereunder17.
Miscellaneous.
A.
Assignments,
Subcontracting. No right or obligation under thisAgreement and/or Purchase Order may be assigned by
Supplier without the prior written consent of Netafim.
Netafim may assign the rights or obligations or both of
this Agreement in whole or part at any time. Supplier
may not subcontract any of its rights or obligations underthe Agreement and/or Purchase Order without Netafim’s
prior written consent. B. Waiver. If Netafim 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 expirationof this Agreement: 1, 2, 3, 5, 6, 7, 8b, 9, 12, 14, 15, 16,
17 and 18. Any provision of this Agreement that is held
unenforceable or invalid for any reason shall be severed
and the remainder of the Agreement shall continue in
effect. D. Full Power; Compliance with Laws. Supplier
warrants and represents that it has the full power to enter
into the Purchase Order and to perform its obligations
under the Purchase Order and the Agreement. E.
Governing Law, Exclusive Forum. The Agreement shallbe interpreted, enforced and governed by the laws of theState of Israel, to the exclusion of its conflict of law
rules. Notwithstanding the foregoing, Netafim may seekinterim or temporary injunctive relief in any court ofappropriate jurisdiction with respect to any alleged
breach of Netafim’s intellectual property or proprietary
rights. The exclusive forum for any dispute related in any
way to this Agreement or the Parties' relationship shalllie in the competent courts of Tel-Aviv - Jaffa, Israel. F.
CISG. The application of the United Nations Convention
on Contracts for the International Sale of Goods of April
11, 1980 shall be excluded. G. Relationship of Netafim
and Supplier. The relationship of Netafim and Supplier isthat of independent contractors. Nothing in thisAgreement shall be construed as creating a partnership,
joint venture, employment, agency or other relationshipbetween Netafim and Supplier and their respective
shareholders, directors, employees and/or consultants. H.
Conflict. If there is a conflict between or among a
Purchase Order and these general terms and conditionsof purchase (the "Terms"), such a conflict will be
resolved in favor of these Terms.

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