GENERAL TERMS AND CONDITIONS - ADMH AI LTD 1. SCOPE These Terms set out the framework for the supply of ADMH AI LTD's AI-driven products and services. They apply to all quotations, sales, and purchase orders, and prevail over any conflicting buyer terms unless otherwise agreed in writing. 2. PAYMENT TERMS All payments are due within 30 days from invoice date. Prices are EXW (Incoterms 2020). Late payments may incur interest at 1% per month or the maximum rate permitted by law. 3. TAXES All prices exclude applicable taxes, duties, or levies, which remain the buyer's responsibility. 4. TITLE & DELIVERY Delivery is EXW. Title passes only upon full payment. Risk transfers at shipment. ADMH AI LTD may deliver in installments and is not liable for delays beyond its control. 5. SOFTWARE & FIRMWARE Software and firmware are licensed under ADMH AI LTD's End User License Agreement (EULA). 6. OPEN SOURCE Where applicable, components may include open source software, subject to their respective licenses. Source code will be provided upon request in line with license terms. 7. WARRANTY Hardware is warranted for one (1) year and software for three (3) months against material defects. Beta/demo products are provided 'as is'. Remedies are limited to repair, replacement, or credit. 8. SUPPORT & MAINTENANCE Available under separate service agreements, subject to additional fees. 9. THIRD-PARTY RIGHTS Buyer is responsible for securing any third-party licenses tied to industry standards or intellectual property rights. 10. VOLUME COMMITMENTS If preferential pricing is based on agreed volumes and such volumes are not achieved, prices will be adjusted retroactively. 11. CONFIGURATION & UPGRADES Any change in configuration or activation of new features requires notification and may involve additional charges. 12. UPDATES Updates and upgrades are limited to products covered under warranty or active service agreements. 13. CANCELLATION / RESCHEDULING Purchase orders may be canceled or rescheduled in writing, subject to applicable fees. CANCELLATION & RESCHEDULING FEES: Notice Period | Reschedule Fee | Cancellation Fee >60 days | $500 | $500 31–60 days | 3% (min $1,000) | 5% (min $1,000) 16–30 days | 5% (min $1,000) | 10% (min $1,000) 4–15 days | 10% (min $3,000) | 20% (min $3,000) ≤3 days | 100% | 100% 14. CONFIDENTIALITY All non-public information shared by ADMH AI LTD is confidential and may only be disclosed to employees under confidentiality obligations. 15. FORCE MAJEURE ADMH AI LTD is not liable for delays or failures caused by events beyond its reasonable control. 16. EXPORT CONTROL Buyer must comply with all export control regulations. 17. ENVIRONMENTAL COMPLIANCE Buyer shall comply with applicable environmental regulations, including recycling and waste directives. 18. GOVERNMENT USE Products are commercial in nature. Use by government entities is restricted under applicable laws. 19. GOVERNING LAW & JURISDICTION These Terms are governed by Israeli law. Exclusive jurisdiction lies with the courts of Tel Aviv, unless the buyer is based in the U.S., in which case New York law and courts apply. 20. PRIVACY Customer data is processed solely for service provision and in accordance with ADMH AI LTD's Data Processing Agreement (DPA). 21. LIMITATION OF LIABILITY ADMH AI LTD and its authorized distributors shall not be liable for any indirect, incidental, special, or consequential damages arising from the use, failure, or unavailability of its products or services, including but not limited to loss of business, revenues, or data. In no event shall the total liability of ADMH AI LTD exceed the amounts actually paid by the Buyer for the affected product or service during the twelve (12) months preceding the claim. The Buyer acknowledges that temporary interruptions or downtime may occur and accepts that such events do not constitute a breach of these Terms. --- ADMH AI LTD 14 Hacim Suliman St, Rishon LeZion, Israel Website: www.aivoicei.com
