CONFIRMATION TERMS AND CONDITIONS

The terms and conditions of this Order Confirmation, constitute the final, complete and exclusive agreement between the parties relating to the subject matter hereof, and supersedes all prior or contemporaneous proposals, understandings, representations, warranties, promises and other communications, whether oral or written, relating to such subject matter (including without limitation any prior “Standard Terms and Conditions” published by Buyer).  Any term or condition in any order, confirmation or other document furnished by Buyer at any time, which is in any way inconsistent with or in addition to the terms and conditions set forth in this Order Confirmation is hereby expressly rejected, and Pointer’ acceptance of any offer or order of Buyer is expressly made in reliance on Buyer’s assent to all terms and conditions hereof. the terms and conditions set forth may not be amended or modified except by the written consent of the parties hereto.  ACCEPTANCE BY BUYER OF THESE TERMS is deemed to be made BY RECEIPT BY BUYER OF DELIVERY OF ANY GOODS DESCRIBED ON THE FACE OF THIS FORM

1. Prices, Taxes, Freight, Insurance; Resale Restrictions; Reporting. Prices are exclusive of all taxes, insurance, shipping and handling charges, and expenses related to Buyer’s special packing requests (which must be approved in advance by Pointer) that are Buyer’s sole responsibility.
2. Shipment. Pointer will schedule shipment subject to Pointer’ shipping capacity at the time Buyer’s order is accepted or as soon as reasonably practical thereafter. In the absence of written instructions from Buyer, Pointer shall select the carrier. Pointer may make partial shipments of Buyer’s orders, to be separately invoiced and paid for when due. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept the remaining deliveries.
3. Cancellation/Amendments (“Change”)*. All requests for cancellations and/or amendments must be received in writing. Changes will become effective on the date of written confirmation being received. The appropriate cancellation charge will apply based on the total value of the order, as shown below.

*Pointer and Buyer may agree on different terms rather than these stipulated in this clause

4. Title; Risk of Loss. Title and risk of loss or damage to hardware products shall pass to Buyer upon delivery by Pointer to the carrier at Pointer’ point of shipment. Pointer reserves a purchase money security interest in products until the entire amount due has been paid. If Buyer defaults, Pointer may repossess the products without liability to Buyer. Buyer will execute any instruments that Pointer may request to perfect Pointer’ security interest and thereafter Pointer shall have power of attorney to such documents. Proprietary Notices. Buyer shall not remove or destroy any copyright notices, trademarks or other proprietary markings on the products, software, documentation or other materials related to the products.
5. Reseller Covenants. If products are purchased for resale, Buyer will:  (i) conduct business in a manner that reflects favorably at all times on Products and the good name, goodwill and reputation of Pointer; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to Pointer or Pointer Products; (iii) make no false or misleading representations with regard to Pointer or Pointer Products; (iv) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to Pointer or Pointer Products; and (v) make no representations, warranties or guarantees to customers or to the trade with respect to the specifications, features or capabilities of Pointer Products that are inconsistent with the literature distributed by Pointer.
6. Limited Warranty. Pointer provides a Limited Warranty Statement to Buyer and any subsequent Buyer(s). Pointer’s standard warranty is attached hereto as Schedule A.  This Warranty represents Pointer’ Standard Warranty in effect at the time of shipment and is passed on to Buyer once shipment is received. The Warranty does not apply to ancillary equipment and components such as, accessories, batteries, harnesses and connectors. Batteries Maintenance Instructions document is attached hereto as Schedule B. The Buyer shall follow such instructions in order to avoid batteries performance failure.
7. Warranty Returns.  All Products returned under this limited warranty shall be returned by Buyer to Pointer according to Pointer’s standard warranty.
8. Warranty Disclaimer. THE FOREGOING STATES Pointer’ ENTIRE OBLIGATION, AND CUSTOMERS’ AND BUYER’S ENTIRE REMEDY, REGARDING BREACH OR ALLEGED BREACH OF WARRANTY.  Pointer MAKES NO OTHER WARRANTIES TO BUYER OR ITS CUSTOMERS, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE PRODUCTS. Pointer SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9. Limitation of Liability IN NO EVENT SHALL Pointer’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY BUYER TO Pointer UNDER THIS AGREEMENT. IN NO EVENT SHALL Pointer BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY BUYER OR CUSTOMERS. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER ENTITY FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.  THIS LIMITATION WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
10. Consumer Notice. Some jurisdictions do not allow the disclaimer or limitation of implied warranties or liabilities, so the above disclaimers and limitations may not apply to Buyer. WHEN THE IMPLIED WARRANTIES ARE NOT ALLOWED TO BE DISCLAIMED IN THEIR ENTIRETY, THEY WILL BE LIMITED TO THE DURATION OF THE APPLICABLE WRITTEN WARRANTY.
11. General. Buyer shall comply with all applicable laws and regulations, including export laws. The terms and conditions set forth herein constitute the entire contract between Pointer and Buyer. Any modifications of this contract must be in writing and signed by both parties. The waiver by one party of any default of the other party shall not waive any subsequent defaults. This Contract shall be governed by the laws of the State of Israel and the applicable courts in the Tel Aviv Jaffa district shall have exclusive jurisdiction over any claim and/or demand rising from this Agreement. Neither party shall be responsible for any failure to perform due to unforeseen circumstances or to causes beyond its control, including but not limited to acts of God, accidents, strikes, or shortages of transportation, facilities, labor or materials. If any provision of this contract shall be held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. All notices must be in writing and shall be deemed effective upon receipt.  Any legal action arising out of this Agreement shall be barred unless commenced within one (1) year of the act or omission giving rise to the action.  Such limitation shall not apply to any actions asserted against Buyer by Pointer arising from any delinquencies in payment for products.

Schedule A

Warranty

Pointer Telocation Ltd.

1. General. This Limited Warranty document sets out the warranty terms in respect of the Cellocator Devices (“Unit”) sold by Pointer Telocation Ltd. ("Pointer") to Buyer.

2. Scope of Warranty. The warranty conditions shall only apply to the Buyer who has purchased the Units from Pointer for use in accordance with its intended purpose. Subject to the terms and conditions set out herein, and provided that the Unit is installed and used in accordance with the accompanying installation directions and use guidelines (collectively the “Documentation”), Pointer warrants to Buyer that during the period of 1 year commencing on the date the Unit is purchased the Unit shall conform in all material respects with the performance specifications (the “Specifications”) set out in the documentation accompanying the Unit (the “Warranty”). The Warranty does not apply to ancillary equipment and components such as, batteries, harnesses and connectors.

3. Notification. If, during the foregoing Warranty period, Buyer discovers any non-conformity of the Unit with the Specifications and seeks to activate the Warranty, then Buyer shall, promptly after such discovery, report the non-conformity to Pointer by sending an email to the relevant Sales and Account Managers with the following information: (i) a short description of the non-conformity, (ii) the serial number of the Unit, and (iii) the date and place of purchase as appearing in the purchasing invoice. Alternatively, such notification may be made by registered mail by sending the foregoing information to Pointer’s premises address which is currently at14 Ha'Melacha Street, Park Afek, Rosh Ha'ayin, Israel.

4. Validation by Pointer and Remediation Options. Upon Buyer’s notification pursuant to the foregoing procedure, Pointer will request that Buyer send a scanned copy of the purchase receipt or warranty certificate in respect of the Unit that is the subject of the notification. Pointer shall thereafter determine whether the reported non-conformity is eligible for coverage under the Warranty. Buyer expressly understands and agrees that the Unit shall be deemed to be in conformity with the Specifications unless the non-conformity is the direct result of faulty workmanship or faulty materials. In addition, the serial number of the Unit must be completely legible and properly attached to the Unit in order to be eligible for Warranty coverage. If Pointer determines that the reported non-conformity is not eligible for coverage under the Warranty, (such as, for instance, the required information has not been provided to Pointer or a Warranty exclusion applies), Pointer will notify Buyer accordingly and will explain the reason why such coverage is not available. If Pointer determines that the reported non-conformity is eligible for coverage under the Warranty, Pointer will notify Buyer accordingly, and Pointer shall repair the Unit, either at the premises of Pointer after receipt of the non conforming Unit or at another location, at the sole and absolute discretion of Pointer.

Pointer’s sole obligation and Buyer’s exclusive remedy for any non-conformity as warranted above, is limited to the repair of the Unit, provided, however, that Buyer complies with the foregoing notification requirements and cooperates with Pointer’s directions with respect to the applicable action. The above Warranty is final and does not grant any further rights, in particular with respect to any claims for compensation.

5. Costs and Expenses. Where Pointer repairs the Unit to which the Warranty applies, the Warranty coverage includes labor and material costs incurred by Pointer to re-establish the proper functioning of the Unit in conformity with the Specifications. All other costs, including, without limitation, costs related to Buyer’s employees and contractors in respect to any required repair or replacement activities, are not covered by the Warranty and, unless otherwise agreed in writing in advance by Pointer, shall be for the Buyer’s account. Buyer shall reimburse Pointer for all expenses and costs involved in Pointer’s efforts under this Warranty in the event that the non-conformity for which Warranty service is sought is determined by Pointer to fall within the Warranty exclusions below or the serial number of the Unit is not properly attached to the Unit upon return thereof to Pointer as required.

6. Warranty Exclusions.The Warranty set out herein shall not apply and shall be considered void if (a) if the Buyer has any outstanding debt to Pointer; or (b) the Unit or any part thereof:

(i)     is damaged as a result of misuse, abuse, accident, negligence or failure to maintain the Unit as specified in the Documentation;

(ii)    is damaged as a result of modifications, alterations or attachments thereto which were not pre-authorized in writing by Pointer or which were forbidden as specified in the Unit;

(iii)   is damaged due to the failure to observe the applicable safety regulations governing the proper use of the Unit;

(iv)   is installed or operated not in strict conformance with the Documentation;

(v)    is opened, modified or disassembled in any way without Pointer’s prior written consent;

(vi)   is used in combination with equipment, items or materials not permitted by the Documentation or not authorized in advance in writing by Pointer;

(vii)  is damaged or rendered non-functional as a result of power failure or power surges, lightning, fire, flood, pest damage, accident, action of third parties, or other events beyond Pointer’s reasonable control or not arising from normal operating conditions; or

(viii)is damaged during or in connection with shipping or transport to or from Buyer where Buyer arranges such shipping or transport.

For the avoidance of doubt, the Warranty does not cover cosmetic or superficial defects, dents, marks or scratches which do not influence the proper functioning of the Unit.

THE WARRANTIES SET OUT HEREIN ARE IN LIEU OF ANY OTHER WARRANTIES WITH RESPECT TO THE UNIT PURCHASED BY BUYER FROM POINTER, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL (INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE), ALL OF WHICH ARE EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Claims by Buyer that go beyond the warranty terms set out herein, including claims for compensation or damages, are not covered by the Warranty, insofar as Pointer is not subject to statutory liability.

7. Pre-condition to Exercise of Warranty. Buyer may not assert any claim under this Warranty or otherwise that the Unit is not in conformity with the Specifications until Buyer has made all payments to Pointer in respect of the Unit.

Schedule B

Batteries Maintenance Instructions

Legal Notices

IMPORTANT

1.  All legal terms and safety and operating instructions should be read thoroughly before the product accompanying this document is installed and operated.

2.  This document should be retained for future reference.

3.  Attachments, accessories or peripheral devices not supplied or recommended in writing by Pointer Telocation Ltd. may be hazardous and/or may cause damage to the product and should not, in any circumstances, be used or combined with the product.

General

The product accompanying this document is not designated for and should not be used in life support appliances, devices, machines or other systems of any sort where any malfunction of the product can reasonably be expected to result in injury or death. Customers of Pointer Telocation Ltd. using, integrating, and/or selling the product for use in such applications do so at their own risk and agree to fully indemnify Pointer Telocation Ltd. for any resulting loss or damages.

Warranty Exceptions and Disclaimers

Pointer Telocation Ltd. shall bear no responsibility and shall have no obligation under the foregoing limited warranty for any damages resulting from normal wear and tear, the cost of obtaining substitute products, or any defect that is (i) discovered by purchaser during the warranty period but purchaser does not notify Pointer Telocation Ltd. until after the end of the warranty period, (ii) caused by any accident, force majeure, misuse, abuse, handling or testing, improper installation or unauthorized repair or modification of the product, (iii) caused by use of any software not supplied by Pointer Telocation Ltd., or by use of the product other than in accordance with its documentation, or (iv) the result of electrostatic discharge, electrical surge, fire, flood or similar causes. Unless otherwise provided in a written agreement between the purchaser and Pointer Telocation Ltd., the purchaser shall be solely responsible for the proper configuration, testing and verification of the product prior to deployment in the field.

POINTER TELOCATION LTD.’S SOLE RESPONSIBILITY AND PURCHASER’S SOLE REMEDY UNDER THIS LIMITED WARRANTY SHALL BE TO REPAIR OR REPLACE THE PRODUCT HARDWARE, SOFTWARE OR SOFTWARE MEDIA (OR IF REPAIR OR REPLACEMENT IS NOT POSSIBLE, OBTAIN A REFUND OF THE PURCHASE PRICE) AS PROVIDED ABOVE. POINTER TELOCATION LTD. EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY PERFORMANCE AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL POINTER TELOCATION LTD. BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OR INTERRUPTION OF USE, DATA, REVENUES OR PROFITS) RESULTING FROM A BREACH OF THIS WARRANTY OR BASED ON ANY OTHER LEGAL THEORY, EVEN IF POINTER TELOCATION LTD. HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.

Intellectual Property

Copyright in and to this document is owned solely by Pointer Telocation Ltd. Nothing in this document shall be construed as granting you any license to any intellectual property rights subsisting in or related to the subject matter of this document including, without limitation, patents, patent applications, trademarks, copyrights or other intellectual property rights, all of which remain the sole property of Pointer Telocation Ltd. Subject to applicable copyright law, no part of this document may be reproduced, stored in or introduced into a retrieval system, or transmitted in any form or by any means (electronic, mechanical, photocopying, recording or otherwise), or for any purpose, without the express written permission of Pointer Telocation Ltd.

© Copyright 2014. All rights reserved.

Table of Contents

1               Introduction. 5

1.1         Scope. 5

1.2         Purpose. 5

1.3         Abbreviations. 5

1.4         References. 5

1.5         Revision History. 5

2               Battery Handling Guidelines. 6

2.1         General6

2.2         Handling Precautions. 6

2.3         Storage. 6

2.4         Preparing New Li-Ion / Li-Poly Batteries for Use. 7

2.5         Charging. 7

2.6         Transportation. 7

2.7         Replacement, Disposal and Recycling. 7

3               How to Remove a Battery from a CelloTrack Unit. 8

Introduction

Scope

Lithium-Ion (Li-Ion) / Lithium-Polymer (Li-Poly) batteries are characterized by small size, high capacity and extended life time. These characteristics have turned these battery types into a preferred choice for many applications. However, Li-Ion / Polymer demands applying a unique charging algorithm and handling precautions that should be followed precisely in order to lengthen the battery life time together with ensuring installer and user safety.

Purpose

This guide provides the necessary battery handling guidelines for backup battery maintenance in Cellocator devices equipped with Li-ion / Li-Poly backup batteries.

Abbreviations

References

Battery Handling Guidelines

General

Do not keep unused batteries for long periods of time, either installed in the product or in storage. When a battery has been unused for 6 months, check its charge status and charge it or dispose of it, if it cannot be charged to a sufficient charge level as outlined in the following sections.

The typical estimated life time of a Lithium-Ion battery is up to 3 years or up to 500 charge cycles - whichever comes first. One charge cycle is a period of use from fully-charged, to fully-discharged, and fully charged again. Apply a 2-3 year life expectancy for batteries that do not run through complete charge cycles.

Rechargeable Lithium-Ion batteries have limited life time and gradually lose their capacity to hold a charge. This loss of capacity (aging) is irreversible. As the battery loses capacity, the length of time it will power the product (run time) naturally decreases.

Lithium-Ion batteries continue to slowly discharge (self-discharge) when not in use or while in storage. Routinely check the battery’s charge status while in storage for long time periods. Best charge level of the battery while stored is 40-60% of maximum capacity, in which self discharge is minimal.

A 1-year warranty is granted by Pointer for Li-ion / Li-Poly backup batteries installed in Cellocator devices (assuming battery was operated according to the manufacturer’s instructions).

Handling Precautions

Do not disassemble, modify, crush, or puncture the battery.

Do not short the external contacts of the battery.

Do not try to burn a battery or put it in a hot place

Do not place the battery in water.

Do not expose the battery to temperatures above 60 °C (140 °F).

Do not expose the battery to very low temperatures - most Li-Ion / Li-Poly battery electrolytes freeze (irreversibly) at approximately -40 °C (-400F)

Do not use a damaged battery.

If a battery pack leaks, do not touch the fluid. Dispose of a leaking battery pack (see Section ‎2.7).

In the event of eye contact with fluid, do not rub eyes. Immediately flush eyes thoroughly with water for at least 15 minutes, lifting upper and lower lids, until no evidence of the fluid remains. Seek immediate medical attention.

Keep the battery away from children.

Storage

Charge or discharge the battery to approximately 50% of capacity before storage.

Charge the battery to approximately 50% of capacity (i.e. 3.7 V) at least once every six months.

Remove the battery from the product and store it separately, or disconnect the battery installed in the product, following Pointer’s instructions.

It is recommended to store the battery at temperatures between 5 °C and 25 °C.

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NOTE: The battery self-discharges during storage at temperatures above 25 °C. This reduces the effective storage lifetime of the battery.
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Preparing New Li-Ion / Li-Poly Batteries for Use

A new battery pack does not need cycling through charging and discharging before usage.

Inspect the battery manufacturing date. Batteries in storage more than 2 years should be disposed of.

Measure battery voltage and verify that it is above 3V level per cell. A battery under 3V should be disposed of. Otherwise, recharge the battery.

Charging

Always follow your product’s documentation for detailed information about charging a backup battery inside a Cellocator device.

Transportation

Always check all applicable local, national, and international regulations before transporting a Li-Ion / Li-Poly battery.

The battery temperature during transporting should not exceed the allowed storage temperature. Recommended transportation temperatures are 5 °C to 25 °C.

Transporting an end-of-life, damaged, or recalled battery may, in certain cases, be specifically limited or prohibited. Please consult with your account manager at Pointer in such cases.

Replacement, Disposal and Recycling

Do not transfer a used backup battery from one Cellocator device to another if the battery has been in use for more than 1 year. This process might affect capacity and cause low performance of the battery in its “second life cycle”.

It is highly recommended to replace backup batteries more than 2 years old as a standard maintenance procedure for Cellocator devices. This ensures high reliability and proper functionality in case of external power loss or disconnection.

Replace a backup battery in Cellocator devices only with an approved model as specified by Pointer technical support.

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WARNING: There is a serious risk of battery explosion if a battery of incorrect type is used in the device.
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Li-Ion / Poly batteries are subject to disposal and recycling regulations that vary by country and region. Always check and follow your applicable regulations before disposing of any battery. Contact Rechargeable Battery Recycling Corporation (www.rbrc.org) for U.S.A. and Canada, or your local battery recycling organization.

Many countries prohibit disposal of waste electronic equipment in standard waste containers.

Place discharged batteries in a battery collection container only. Use electrical tape or other approved covering over the battery connection points to prevent short circuits.

How to Remove a Battery from a CelloTrack Unit

This section describes how to remove an old CelloTrack 13AH batteryfrom a CelloTrack unit.

†To remove a battery from a CelloTrack unit:

1. Loosen the 6 screws and remove the back cover of the CelloTrack unit.
2. Using a Philips screwdriver (round cross and not flat), push the screwdriver under the battery as far as possible while lifting the screwdriver handle (it should be a continuous movement of pushing and lifting). Note that you should insert the screwdriver near the battery cable, as shown in the first image below, in order to prevent harming the battery pack on the protection circuit side.

Inserting the screwdriver under the center of the battery pack, as shown below, is forbidden.

3. See the previous sections for details on how to dispose or recycle the old battery.

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WARNING: Failure to follow the instructions above may result in pressure being applied in the wrong location, which can result in connecting the battery plus and minus points, which, in turn, can cause explosions and fire hazards.
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