Terms & Conditions

NOTICE:
The sale of Products, as defined in the Contract/Order, is subject to the Buyer’s agreement to these Terms and Conditions. Any acceptance of the Seller’s offer is strictly contingent upon the acceptance of these Terms and Conditions, and the Seller opposes any additional or differing terms proposed by the Buyer. Buyer cannot alter these Terms and Conditions, and neither can any past business dealings or industry practices. Placing an order for products or services signifies the Buyer’s acceptance of these Terms and Conditions. Seller’s quotations typically remain valid for Ten Days (10) from the date of issue and may be adjusted or retracted by the Seller before the Buyer confirms acceptance. The fulfilment of Buyer’s orders by the Seller does not imply acceptance of any terms and conditions put forth by the Buyer and does not alter these Terms and Conditions.

Definitions:
“Buyer” refers to the entity to which the Seller is supplying Products or services under the Contract/Order.
“Contract/Order” encompasses either the contract agreement mutually signed by both parties and/or the purchase order signed by the Buyer and accepted by the Seller by providing a Proforma Invoice, outlining the sale of Products or Services. It includes these Terms and Conditions, the Seller’s final quotation, Product description, and the Seller’s order acknowledgement. However, it explicitly excludes any additional or differing terms proposed by the Buyer as per the Notice provision above, unless otherwise agreed upon in writing and signed by the Seller, these Terms and Conditions take precedence over other documents included in the Contract/Order.
“Sales Price” denotes the agreed price stated in the Invoice for the sale of Products /Goods.
“Products” encompass the equipment, parts, materials, supplies, and other goods that the Seller has committed to supplying to the Buyer under the Contract/Order.
“Seller” pertains to the entity providing Products or performing Services under the Contract/Order.
“Terms and Conditions” refer to these “General Terms and Conditions for the Sale of Products/Goods,” along with any alterations or additional provisions explicitly stated in the Seller’s final quotation or specifically agreed upon by the Seller in writing.

Delivery and Shipping Terms:

The Seller is responsible for delivering the Products to the Buyer’s designated location. The Buyer shall bear all costs associated with delivery or pay the Seller’s standard shipping charges plus handling fees. Delivery times are approximate and contingent upon the prompt receipt of all necessary information by the Seller to proceed with the work without interruption. Should the Products received differ in quantity, type, or price from those specified in the shipping invoice or documentation, the Buyer must notify the Seller within ten (10) days of receipt.

Ownership of the goods shall pass to the buyer on the earlier of when the goods are have been delivered. If the Buyer arranges the export shipment, they must furnish the Seller with acceptable evidence of exportation as required by relevant tax and customs authorities.

In the event that any Products cannot be shipped to or received by the Buyer due to causes attributable to the Buyer, the Seller may arrange for storage of the Products at a storage facility or agreed freight forwarder. Upon such storage, the title and risk of loss immediately pass to the Buyer, any payments due upon delivery or shipment become payable, a fee of ten percent (10%) of the Product value is charged to the Buyer, and upon payment of all dues, the Seller will make the Products available for delivery.

The Seller’s liability for non-delivery of Products is limited to replacing the Products within a reasonable time or adjusting the invoice accordingly to reflect the actual quantity delivered.

The buyer shall bear all risks of loss or damage to goods once they have been dispatched by the seller and the buyer shall insure accordingly. The seller is not responsible for any losses or damages caused to the goods after it is dispatched from the seller’s warehouse.

Cancellation of Purchase Order. 
Buyer may cancel its order only with the prior written consent of Seller, which Seller may withhold in its sole discretion. All cancelations will be subject to payment to Seller of reasonable cancelation charges. All orders are NCNR (Non-Cancellable / Non-Returnable) unless otherwise agreed, indicating that orders cannot be cancelled, and the products cannot be returned.

 Inspection and Acceptance of Products:
Buyer is required to inspect all Products & perform quality check within five (5) days after the goods are received by the buyer. Unless Buyer notifies Seller in writing within this five-day period that any Products do not meet Seller specifications, Buyer is considered to have accepted all Products. Buyer may only return Products, including any nonconforming ones, at its own expense unless agreed otherwise. Seller reserves the right to replace, or refund the purchase price for any nonconforming Products at its discretion. Additionally, no returns will be accepted more than Fifteen (15) days after delivery under any circumstances.

Payment Terms:

Payment terms entail settling the invoice on Advance basis unless otherwise agreed, or via a letter of credit upon submission of shipping documents, all payable in the currency specified in the invoice.

In the event of late payments, Buyer is liable to pay interest at a rate of 10% per month. Additionally, Buyer shall reimburse Seller for all expenses incurred in the collection of late payments, including but not limited to attorneys’ fees and court costs. Seller reserves the right to suspend product delivery if Buyer fails to remit payments within Ten (10) days of written notice.

Buyer is prohibited from withholding payment for any reason, including disputes or claims against Seller, whether related to breach of contract, bankruptcy, or otherwise.

Should Buyer dispute any invoice or part thereof, written notification must be provided to Seller within thirty (30) days of invoice receipt, along with a detailed explanation of the dispute. Buyer is required to pay all undisputed amounts promptly. Charges not disputed in writing within the specified timeframe will be considered undisputed and must be paid as outlined above.

  Warranty: 
The seller offers a comprehensive 90-day warranty on goods; beyond this period, any subsequent issues are not the seller’s responsibility.

Limitation of Liability:

The Seller shall not be liable to the Buyer or any third party for loss of use, revenue, profit, or diminution in value, or for any consequential, indirect, incidental, special, exemplary, or punitive damages, regardless of whether arising from breach of contract, tort (including negligence), or otherwise, even if such damages were foreseeable or Seller was advised of the possibility, and notwithstanding the failure of any agreed or other remedy of its essential purpose.

The Seller’s total liability under this contract, whether arising from breach of contract, tort (including negligence), or otherwise, shall not exceed the total amount paid for the specific Product(s) or Service(s) subject to the claim.

Indemnification:
The Buyer is responsible for indemnifying, defending, and absolving the Seller from any damages, losses, expenses, or costs, including legal fees, arising from third-party claims related to personal injury or property damage due to the Buyer’s actions under this Contract or the handling, use, or sale of the Products.

Assurance of Performance:
The Seller may cancel orders or demand payment or assurance of performance from the Buyer without liability in case of Buyer insolvency, bankruptcy filing, appointment of receiver or trustee, or assignment for creditors. Seller reserves right to suspend performance until payment or assurance is received and to cancel Buyer’s credit at any time.

Compliance:
Each party confirms its authority to agree to these Terms and commits to complying with all relevant laws and regulations, including export and import controls, restricted party lists, and sanctions. If the delivery of items is subject to government licensing or restrictions, the Seller may suspend obligations and terminate agreements without liability until such requirements are met. Buyer must promptly provide necessary documentation and agrees not to violate export or import laws in dealing with the items.

Governing Law:
The terms of this order, along with the accompanying Terms and Conditions, as well as all associated transactions, shall be construed and regulated in accordance with the laws of the jurisdiction of Mumbai in India, without consideration of its conflict of law principles.

Severability:
In the event that any provision or provisions within the Agreement or these Terms are deemed invalid or unenforceable by a court of competent jurisdiction or as a result of future legislative or administrative action, such determination or action shall not affect the validity or enforceability of any other provisions within the Agreement or Terms.

Termination for Breach:
Seller may terminate the Agreement immediately, without liability, if Buyer:

Fails to pay for Products and Services;

Fails to accept conforming Products and Services;

Faces insolvency, bankruptcy, or liquidation proceedings;

Violates any provisions of the Agreement;

Alterations and Revisions: The Seller retains the authority to amend these Terms at its discretion. Such modifications shall apply: 

To all Offers, Confirmations, and Agreements referencing the revised Terms from the Offer, Confirmation, or Agreement date, and 

To any existing Agreement thirty (30) days after Seller notifies Buyer of the modifications, unless Buyer raises objections within the stipulated thirty (30) day period.