Terms & Condition

1. TERMS
 
These Terms and Conditions of Sale are the exclusive contract between Buyer and Seller; there are no terms, understandings, or agreements other than those stated herein or any terms and conditions entered in during the time of negotitation or finalization of contract . Seller’s commencement of work on the Products subject to Buyer’s order, shipment of the Products, or performance of all or a portion of the services subject to an order, whichever occurs first, shall constitute an acceptance of Buyer’s purchase order and these Terms and Conditions without any additional or different terms. These Terms and Conditions may not be altered amended, or waived except in writing signed by an officer of the party to be bound thereby. Acceptance of Buyer’s purchase order is subject to acceptance of the express Terms and Conditions contained herein. If any provisions of Buyer’s purchase order or other writings are different from or otherwise in conflict with these Terms and Conditions, these Terms and Conditions shall govern and the terms contained in Buyer’s purchase order or other writings are expressly rejected by Seller.

2. PRICE

Quoted prices are based upon present taxes (other than sales taxes), freight rates, Indian Tariff classifications and import duties. Buyer shall pay any increased costs resulting from such changes or from Buyer’s selection of means of transportation. Buyer shall reimburse Seller for all and the Buyer is responsible for filing the Tax returns as per the national/local law on time. Product not purchased by Buyer within the first twelve (12) months of Seller’s initial inventory investment may incur a price increase for each subsequent year in the contract term subject to mutual agreement. New pricing will become effective 1/1 of each contract year.


3. PAYMENT
 
Payment terms are net 30 days from date of invoice. Past due balances are subject to a late payment charge of 1.5% per month, or the maximum amount permitted by applicable law, whichever is less. Buyer shall pay all charges, costs and legal fees incurred in collecting amounts owed. The failure of Buyer to pay any amount when due or perform any of the terms of this Agreement, may, at the election of Seller be deemed a breach of the entire Agreement by Buyer. Upon such breach of this Agreement, Seller may, at Seller’s sole discretion:
 
(a)    suspend deliveries hereunder until such payment has been made or such terms have been performed;
 
(b)    immediately terminate this Agreement or terminate this Agreement at any time during any suspension period; and/or
 
(c)     immediately terminate any and all contracts of any kind or nature between Buyer and Seller (“Party Contracts”) or terminate such Party Contracts at any time during any suspension period.
No forbearance, course of dealing or prior payment shall affect this right of Seller. Nothing herein contained shall limit the remedies of Seller in the event of a breach of this Agreement by Buyer. Buyer shall defend, indemnify and hold harmless Seller from and against any and all claims arising out of or in connection with the suspension of deliveries of Product or the termination of this Agreement or any Party Contracts.


4. TITLE AND RISK OF LOSS
 
Title and risk of loss for Products transfers to Buyer at Seller’s shipping point, unless Products are shipped in Seller’s vehicles, in which case title and risk of loss transfers to Buyer when the vehicle first enters Buyer’s property.

5. WARRANTY

Seller warrants that Product delivered hereunder meets the Product manufacturer’s specifications, as set forth in Exhibit A. This is Seller’s sole warranty with respect to Product. ALL OTHER WARRANTIES, OTHER THAN TITLE, EITHER EXPRESS (INCLUDING BY VIRTUE OF SELLER PROVIDING ANY PRODUCT SAMPLE) OR IMPLIED, WHETHER ARISING UNDER LAW OR EQUITY OR CUSTOM OF TRADE, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED FROM THIS AGREEMENT. Seller’s sole liability and Buyer’s exclusive remedy for any breach by Seller of Seller’s warranty with respect to Product specifications shall be, at Seller’s sole discretion, either (a) Seller’s refund to Buyer of the purchase price for any nonconforming Product, including freight charges paid by Buyer, or (b) replacement by Seller of the nonconforming Product at no additional cost to Buyer.

6. LIMITATION ON LIABILITY
 
IN NO EVENT WILL SELLER BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES FROM ANY CAUSE OR FOR ANY REASON WHATSOEVER, IRRESPECTIVE OF WHETHER THE CLAIM ARISES FROM ACTUAL OR ALLEGED BREACH OF WARRANTY, INDEMNIFICATION, BREACH OF CONTRACT, PRODUCT LIABILITY, CONTRIBUTION OR ANY LEGAL THEORY AND IN NO EVENT WILL SELLER BE LIABLE FOR LOST PROFITS, COSTS OR LOSSES NOT ASSOCIATED WITH DIRECT PHYSICAL DAMAGE TO PROPERTY FOR ANY CLAIMS MADE UNDER OR RELATED TO THE SALE OF PRODUCTS OR SERVICES TO BUYER. IN NO EVENT SHALL SELLER’S LIABILITY EXCEED THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES THAT ARE THE SUBJECT OF ANY CLAIMS MADE BY BUYER.

7. INDEMNITY
 
Buyer agrees to defend, indemnify and hold Seller, its officers, directors, agents, and employees harmless from all claims, demands, actions and causes of action relating to personal injury or property damage to third parties, including attorney’s fees and actual costs (“Claims”) incurred as a result thereof, to the extent of its negligence or arising after delivery of the Products to Buyer. Seller agrees to defend, indemnify and hold Buyer, its officers, directors, agents, and employees harmless from Claims to the extent of its negligence.