Supplier Agreement

This agreement is between ESX ("ESX") and the company registering as a supplier ("Supplier"). The person registering confirms authority to bind the Supplier. ESX only introduces the Supplier to buyers and is not a party to any sale (Terms of Use, section 3). The Supplier is an independent business; nothing here creates an agency, employment, partnership or exclusivity.

No fees apply during the launch period. ESX will give notice on the Platform before any fee; none applies without the Supplier's acceptance.

3.1 To list an offer on an item page, the Supplier ticks one checkbox for that offer, stating:

"I declare that the product I offer conforms to every parameter and tolerance in the item definition shown on this page."

3.2 The declaration is per offer, relates to the definition as displayed when ticked, and is a representation on which buyers and ESX rely.

3.3 Automatic voiding. If any value or tolerance in the displayed definition changes, the declaration is void automatically and the offer is hidden at once. The Supplier may re-declare, after reading the new definition, from the archive of voided declarations; the offer returns on re-declaration.

3.4 A product that does not meet every parameter and tolerance must not be offered on that page.

3.5 Where a page lists alternative materials, the declaration covers each material the Supplier registers.

3.6 The declaration is the Supplier's statement about its own product. ESX does not verify it, and showing it on the Platform is not a statement by ESX that the product conforms (Terms of Use, section 16).

The Supplier alone is responsible for: the truth of the declaration and of offer data (price, availability, lead time, origin, materials), where every price the Supplier enters excludes VAT, and VAT and delivery are settled between the Supplier and the buyer outside the Platform; supplying products that conform to the definition and the offer; its right to sell and offer the product, and that the product and its description do not infringe a third party's rights; warranties, certificates, quality, delivery, invoicing, taxes, customs, export licences and sanctions compliance; and compliance with law. The catalogue does not replace the Supplier's own check against the official standard (Terms, section 5).

Deals are made directly with buyers, outside the Platform. The Supplier will answer RFQs in good faith and in a timely manner, and will not use a buyer's details for anything other than that RFQ without a lawful basis. The Supplier is an independent controller of the buyer details it receives, must handle them under the Protection of Privacy Law, 5741-1981 (and the GDPR where it applies), and may send a buyer an advertising message only with the buyer's prior express consent (Communications Law (Telecommunications and Broadcasting), 1982, section 30A).

ESX may hide an offer, and suspend or remove a Supplier that makes a false declaration, repeatedly fails to deliver as offered, or breaches the Terms; where the law and urgent security or legal reasons allow, ESX will state the reason and consider the Supplier's response first. The Supplier will compensate ESX for damages and reasonable costs that ESX is ordered to pay, or pays in a settlement agreed with the Supplier, to a third party because of a false declaration or the Supplier's products, except to the extent caused by ESX's own fault. Either party may end this agreement on 14 days' written notice; the Supplier may close its account at any time.

Terms of Use sections 9, 12 and 13 (limitation of liability; the State of Israel law and the Central District of Israel (the district of Lod, where the Company has its seat) courts; notice of changes) apply to this agreement. Notices: support@esxcorp.com.