In this document (“Terms and Conditions”) the following
words shall have the meanings as defined below:
the company or person who buys the Goods;
and include the products, services and / or software(s) to be supplied to the
Buyer by the Seller;
the company which supplies the Goods ;
“Parties” or “Party” means the Buyer and/or the
Seller, such that “Party” means either the Buyer or the Seller and “Parties” means
the Buyer and Seller jointly;
“Offer” means a quotation for the
Goods given by the Seller which shall
constitute an invitation by the Seller to the Buyer to place an order by
submitting a Purchase Order. Offer shall only be valid for a period of thirty (30)
business days from its date of issuance unless otherwise specified or extended
in writing by the Seller;
“Purchase Order” means the Buyer’s order
or work order or letter of award, as the case may be (including amendments if
any) issued to the Seller for the Goods;
“Sales Order Acceptance cum Proforma” means
sales order of the Seller raised subsequent to the issuance of the Purchase
Order by the Buyer (hereinafter referred to as “OA”);
Period” shall mean warranty provided on the Goods by the Seller for a
period of twelve (12) months from the date of installation or eighteen (18)
months from the date of invoice, whichever is earlier, unless otherwise
specifically stated in the OA.
These Terms and Conditions shall be applicable to all the Offer(s),
OA(s) and invoice(s) raised by the Seller upon the Buyer and to the sale of
Goods by the Seller to the Buyer, to the exclusion of all other terms and
conditions referred to, offered or relied upon by the Buyer whether in
negotiation or at any stage in the dealings between the Parties, including any
standard or printed terms tendered by the Buyer in its Purchase Order or other
2 The Parties agree
that a binding contract amongst the Seller and the Buyer for the sale of the
Goods shall be deemed to have been constituted upon the Seller issuing the OA,
which contract shall be governed by these Terms and Conditions.
amendment in the Purchase Order made by the Buyer shall be binding on the
Seller only if confirmed in writing by the Seller and additional
costs, if any, for such amendment shall be borne by the Buyer.
The price of the Goods shall be the price as set out in the Offer
unless otherwise agreed in writing between the Parties. The price shall be
exclusive of Goods and Services Tax (“GST”), duties or levies, wherever
applicable (hereinafter referred to as ‘Price’).
other charges/costs related to transportation, freight, packing, forwarding,
inspection, documentation and insurance shall be applicable as stated in the
Offer. Bill discounting, bank and other charges shall be borne as per the
If the Seller is required to pay any advance to the Buyer, the
said advance payment shall be treated as inclusive of applicable GST unless the
Buyer separately adds GST on advance amount. The Seller shall give necessary
adjustment of advance paid by the Buyer while raising invoice to the Buyer.
The payment shall be made by the Buyer as per the payment terms
stated in the invoice raised by the Seller upon the Buyer.
the Buyer has not paid the amount due to the Seller on or before the due date
calculated as per the agreed payment terms set forth in the invoice, the Seller
shall be entitled (without prejudice to any rights that it may have under law
or these Terms and Conditions) to terminate the order as accepted under the OA
(and all its obligations under these Terms and Conditions in relation thereto) immediately
by notice in writing to the Buyer and without any liability and further
obligations of the Seller, notwithstanding any other terms agreed between the Parties
in any other document, communication or otherwise.
the event of default of any obligations on part of the Buyer, the Seller shall
be entitled to forfeit any advance payment that may have been made by the Buyer
for or in relation to the order as accepted under the OA, and all its
obligations under these Terms and Conditions in relation thereto shall be
deemed to be terminated without any liability and further obligations of the
Seller, notwithstanding any other terms agreed between the Parties in any other
document, communication or otherwise.
For Goods sold against the payment term ‘Cheque
on Delivery’, any failure on the part of the Buyer to make the payment due to
any reason shall entitle the Seller (without prejudice to any rights that it may
have under law or these Terms and Conditions) to
take back the Goods supplied to the Buyer. Taking back of the Goods shall in no
way relieve the Buyer from any liabilities that may have arisen under these
Terms and conditions including the cost of Goods, transportation costs and any
other incidental costs. The Seller shall be entitled to charge interest on
overdue payments from the due date till the date of payment at a rate of 18 %
(Eighteen per cent only) per annum.
In case the Buyer has any payment related query, the same shall
be addressed to firstname.lastname@example.org.
AND SERVICES TAX (GST)
1 Seller shall charge
GST, at such rate as may be applicable at the time of supply, on all supplies
of Goods to the Buyer. The Seller shall provide to the Buyer such information
and documents as may be reasonably required by the Buyer to enable the Buyer to
claim an input tax credit under the GST law, provided that the Buyer has
provided the Seller necessary correct information about the GST registration and
any other required details under the GST law, to the Seller.
2 The Seller and the Buyer shall always co-operate to each other
in providing necessary information/documents for enabling the procedural
requirements under the GST laws.
Unless otherwise agreed in writing, the Goods shall be delivered
at the place as stated within the Purchase Order. Any time or date stated for
delivery is an estimate only and the Seller shall not be liable for any failure
to deliver at the specified time or on the specified date unless agreed in
writing between the Parties. The Buyer shall make all arrangements necessary to
take delivery of the Goods whenever they are tendered for delivery;
If the Seller is unable to deliver the Goods due to reasons
attributable to the Buyer, the Seller may, at its discretion, place the Goods
in storage and the Buyer shall be liable to the Seller or any third party for
any expenses associated with such storage and any other incidental expenses
thereto. Further, the Buyer agrees that the Seller shall have the right to adjust,
all or any cost/charges incurred by the Seller from any advance paid by the
Buyer to the Seller whether under these Terms and Conditions or any other
contract between the Buyer and the Seller (or the Seller’s affiliates).
Any damages, shortages or excess deliveries in respect of the
Goods supplied by the Seller to the Buyer shall be reported to the Seller
within seven (7) days from the date of delivery of the Goods for necessary
action. If Buyer fails to intimate the Seller within this seven (7) days
period, then the Goods shall be deemed to have been delivered to the Buyer in
good condition and in due compliance with the obligations of the Seller.
Partial / part delivery shall be permitted, unless otherwise
agreed between the Parties.
5 In case of
international transactions where the Buyer is located outside India and Goods
are delivered outside India, any agreed trade term shall be construed in
accordance with the INCOTERMS in force and as stated in the invoice.
Risk in the Goods shall pass to the Buyer according to the terms
of delivery as stated within the Purchase Order. Where the Buyer opts to
collect the Goods from the factory of the Seller, risk will pass when the Goods
are handed over to the Buyer or set aside for its collection, whichever happens
1 Title in the Goods shall not pass to the Buyer until the Seller
has been paid in full for the Goods. The retention of the title shall not
affect passing of risk of the Goods to the Buyer in terms of these Terms and
2 The Buyer is not entitled to create
any encumbrances, charge, lien or transfer as security any Goods on which the
title has not passed to the Buyer.
3 In case
the Buyer is an Original Equipment Manufacturer (OEM) / trader/ reseller, the
risk and title to the Goods shall pass upon the delivery; however, the Seller
shall have the right to lien on such Goods till full payment is received by the
LIMITATION OF LIABILITY
Notwithstanding anything to the contrary stated herein or in any
other agreement, communication or documentation exchanged between the Parties:
1 The Seller’s aggregate liability to the Buyer in respect of sale of
any Goods (as sold pursuant to issuance of an OA) for all losses, claims,
damages arising out of, or in connection with such sale of Goods or otherwise
under these Terms and Conditions, its performance or breach (including claims
for any indemnity) of these Terms and Conditions, whether such liability arises
in contract, tort (including negligence), breach of statutory duty or otherwise
shall be limited to 100% (one hundred percent) of the Price paid for the Goods
supplied pursuant to such OA, and that such liability shall cease entirely upon
the expiry of the Warranty Period; and
2 Neither Party shall
be liable for any loss of production, loss of profit, loss of use, loss of
contracts or otherwise or for any other consequential, incidental, special,
indirect, or punitive damages, costs, charges, losses (“Indirect Damages”) even if advised
in advance of the possibility of such Indirect Damages.
for any reason the Buyer decides to terminate the contract for sale then the
Seller shall be entitled to be compensated for the losses suffered and/or cost /
charges incurred by the Seller for the performance of such sale of Goods.
for any reason which is not attributable to the Seller, the Buyer fails to
accept delivery as per the agreed terms of delivery, the Seller may by notice
in writing terminate the order as accepted under the OA (and all its
obligations under these Terms and Conditions in relation thereto) immediately
in whole or in part. The Seller shall then be entitled to be compensated for
the losses/charges suffered by the Seller by reason of the Buyer's default.
Seller may terminate the order as accepted under the OA (and all its
obligations under these Terms and Conditions in relation thereto)
the Buyer commits a breach of the provisions of these Terms and Conditions,
including failure / delay in making payment of Price (either in full or part)
as per the agreed terms of payment; or
case the Buyer becomes bankrupt or insolvent or goes into liquidation
4 Termination of the contract of sale by the Buyer, for any reason
whatsoever, shall not affect any of the rights and remedies that have accrued to
the Seller as on the date of such termination, including the right to claim
damages in respect of any breach of these Terms and Conditions which existed at
or before the date of termination.
PROPERTY RIGHTS AND CONFIDENTIALITY
1 "Intellectual Property Rights" means all patents,
designs, copyright, trademarks, know-how and all other forms of intellectual
property whether registered or not and wherever enforceable in the world;
2 Each Party shall retain
ownership of all Intellectual Property Rights it had prior to the issuance of
the OA. All new Intellectual Property Rights conceived or created by the Seller
in the performance of its obligations under these Terms and Conditions, whether
alone or with any contribution from Buyer, shall be owned exclusively by the Seller.
Buyer agrees to deliver assignment documentation as may be necessary to vest
such rights in the Seller.
3 Data / drawings / documentation
furnished by Seller which is confidential in nature or any other information
furnished by the Seller that is considered to be confidential by the Seller
shall not be reproduced or used for any purpose other than the purpose for
which it is or was furnished and shall not be disclosed to third parties
without the prior written permission of the Seller. If the Buyer violates any
of the terms of this clause, it shall indemnify the Seller. The Buyer agrees
that any breach of the confidentiality obligations under this clause, may cause
the Seller irreparable harm for which monetary damages would be inadequate.
Accordingly, in the event of such a breach, the Seller shall be entitled to
injunctive or other equitable relief to enforce the provisions of these Terms
and Conditions without the necessity of proving the inadequacy of damages, in
addition to any available legal remedies.
4 In case any software is incorporated into the Goods, the use of
such software shall be governed exclusively by Seller's and/or applicable third-party
owner's license terms. The Buyer shall have no objection if the Seller refers
to the Buyer as one of the Seller’s valued customers.
The Seller shall not be liable for any delay or failure to
perform any of its obligations if the delay or failure results from events or
circumstances outside Seller’s reasonable control, including but not limited to,
acts of God, strikes, lock outs, accidents, war, fire, breakdown of plant or
machinery or shortage or unavailability of raw materials. If the delay persists
for such time as the Seller considers unreasonable, it may, without liability
on its part, terminate the order as accepted under the OA (and all its obligations
under these Terms and Conditions in relation thereto).
Nothing contained in these terms and conditions shall be
construed as establishing or implying any partnership or joint venture between
the Parties and nothing in these terms and conditions shall be deemed to
construe either of the Parties as the agent or distributor of the other Party.
ASSIGNMENT AND SUB-CONTRACTING
The Parties may be entitled to assign any of their rights or
obligations under these Terms and Conditions to any person upon the prior
written consent of the other Party.
to the terms and conditions mentioned herein, Seller shall be responsible for
providing warranty for the Warranty Period.
Seller warrants that for the Warranty Period, the Goods are free from any
material defects and workmanship.
makes no representation or warranty of any kind other than those explicitly stated
herein, and hereby expressly disclaims, any and all other warranties, express
or implied, including without limitation, the implied warranties of
merchantability and fitness for a particular purpose, as well as any and all
warranties arising out of course of performance, course of dealing or usage or
disclaims any responsibility or liability for any defects or deficiencies or
any other liability during the Warranty Period, if any, for the
Goods, if the Goods are: (i) used in any manner that is inconsistent with
the intended purpose or design of the Goods as described in user manual / product
literature / documentation provided by the Seller for the Goods; (ii) altered
in any way; (iii) used or maintained in any manner that is inconsistent with
Seller’s instructions or warnings (“User Instructions”) provided along with
the Goods; and/or (iv) subjected to any other misuse, lack of proper
maintenance, faulty repair, neglect, accident or servicing by persons other
than Seller’s authorised person. The Seller shall
neither be liable for normal wear and tear nor for deterioration. Seller shall
not be liable for any loss, damages or claims which are attributable to the
negligence of the Buyer while storing, maintaining or operating the Goods. Responsibility
for suitability, selection, installation, use, safety, operation or maintenance
of the Goods rests solely with the Buyer.
5 Wherever there
is an express warranty provided with the Goods,
the Buyer shall, without undue delay, up to the
date of the Warranty Period notify the Seller in writing of any defect which
appears in the Goods. The notice shall contain a description of the defect. lf the Buyer fails to notify the Seller in writing of a
defect within the Warranty Period, the Buyer shall lose his right to have the
repair shall be carried out at the place
where the Goods are located unless the Seller deems it more appropriate that
the Goods be sent to the Seller or a destination specified by the Seller.
defective parts which have
been replaced shall be made available to the Seller and shall be the property
of the Seller.
(iv) upon the Buyer intimating the Seller about the defects in
the Goods, warranty adjudication shall be completed by either repairing the Goods
(rectification of defects) or replacement of faulty part(s) at the discretion
of the Seller.
The Seller shall not be liable for
defects arising out of materials provided or a design stipulated or specified
by the Buyer.
7 Any energy / fuel savings or any payback
period calculated by the Seller in its Offer or other documentation shall be
only indicative in nature and shall not be construed in any way as a guarantee
by the Seller. Such energy / fuel savings or any payback period calculated by
the Seller are contingent upon Buyer’s continued maintenance of necessary plant
parameters, operating conditions, production capacity and usage of the Seller’s
Goods in accordance with the User Instructions
provided by the Seller. The Seller disclaims any liability arising out of any non-attainment
of energy / fuel savings or any payback period calculated by the Seller.
TO APPLICABLE LAW
1 The Buyer shall perform its obligations hereunder
in compliance with all applicable laws including but not limited to
anti-bribery laws, anti-money laundering laws, anti-corruption laws, environment laws and labour
laws in any jurisdiction in connection with its activities pursuant to these
Terms and Conditions.
Buyer from time to time, at the reasonable request of the Seller, confirm in
writing that it has complied with its covenants under this clause hereinabove and will provide any information reasonably requested by
the Seller in support of such compliance.
The failure by either Party to enforce at any time or for any
period, any of the terms and conditions stated herein shall not be construed as
a waiver of such term(s) and condition(s) or of the right to enforce such terms
and conditions of these Terms and Conditions subsequently.
If any term or provision of these Terms and Conditions is held
invalid, illegal or unenforceable for any reason by any court of competent
jurisdiction, such provision shall be severed and the remainder of the
provisions hereof shall continue in full force and effect as if these Terms and
Conditions had been agreed to with the invalid, illegal or unenforceable
These Terms and
Conditions supersede all previous agreements, correspondence and understandings
between the Parties concerning the sale of Goods to be supplied pursuant to the
order as accepted under the OA. No promise, agreement, representation or
modification to these Terms and Conditions shall be of any force or effect
between the Parties, unless specifically agreed in writing by the Seller.
LAW AND DISPUTE RESOLUTION
1 These Terms and Conditions
shall be construed and interpreted in accordance with the laws of India. All disputes
arising between the Parties out of or in connection with the performance and/or
breach of these Terms and Conditions or otherwise in relation to supply of
Goods by the Seller to the Buyer shall be amicably settled between the Parties.
Where the Parties fail to settle the dispute amicably within 60 (sixty) days of
written notice of its existence given by either Party to the other then such
disputes shall be settled by arbitration by submitting the dispute to the
decision of a sole arbitrator as may be mutually appointed by the Parties in
accordance with the provisions of Arbitration and Conciliation Act 1996, as
amended from time to time. The venue of Arbitration shall be Pune. The language
of the arbitral proceedings shall be English.
2 Unless otherwise agreed in writing between
the Parties, in
case of international transactions where the Buyer is located outside India and
Goods are delivered outside India, the UN Convention on the International Sale
of Goods (CISG) shall not apply.
The provisions of these Terms and Conditions in relation to
Limitation of Liability, Intellectual Property and Confidentiality, Governing
Law and Dispute Resolution and all obligations that are capable of having
effect after the expiry or termination of the order as accepted under the OA shall survive such expiry or termination, and shall be
without prejudice to the rights and remedies of the Parties up to and including
the date of such expiry or termination.
STANDARD TERMS & CONDITIONS
V3_FM Standard Terms and Conditions_20190816