1. DEFINITIONS: In these terms and conditions of sale:
a. “Seller” shall mean Veljan Denison Limited, Hyderabad and their assigns.
b. “Buyer” shall mean such person or persons, firm, company, government any local or other authority who buy or agree to buy from the Seller’s and shall include wherever the context so permits their representatives, successors and assigns.
c. “Goods” shall mean the articles and services or any of them described in this acknowledgement.
2. GENERAL CONDITIONS OF SALE: This sale to the Buyer will be governed by these general terms and conditions of sale by VDL as the seller. Any terms and conditions as may have been set by the Buyer shall stand supersede in case of any conflict with the Seller’s General Terms and Conditions. Notwithstanding any custom of trade, this sale does not include the furnishing of any technical assistance or systems design, but any such assistance upon request may be rendered by the Seller at its sole option and if such additional charge as required by the Seller. Modification of any of these will be permitted only in writing signed by an authorized representative of each party. The acceptance of the order shall be evidenced by the issue of an “Order Acknowledgement” by the Seller. If no communication is received by the Seller from the Buyer within 7 days from the date of order acknowledgement, it shall be deemed that the same is accepted by the Buyer and the contract as per conditions given herein will come into force.
3. PRICES: All prices are ex-factory with Goods in unpacked condition and exclude sales tax, excise duty, octroi or any other taxes or levies charged by central, state or local authority and/or additional expenses caused beyond Seller’s control including statutory impositions or by force majeure. All such amounts and those for packing, forwarding and insurance shall be paid by the Buyer on demand. Further, all prices given in this order acknowledgement are subject to change without any notice and the prices ruling at the time of supply shall be charged by the Seller and paid by the Buyer. Prices of items bought in by Seller are not guaranteed and are subject to change at any time. Prices do not include any installation, testing, commissioning and trail runs of the Goods supplied. All such charges / expenses and incidentals shall be to the account of and borne by the Buyer, it being clearly understood and as a part of the sale contract that the Seller’s obligations shall stand fulfilled on the delivery of the “Goods” as per the provisions herein.
4. PAYMENT TERMS: Payment terms are 1/3rd payment as advance with order, balance against dispatch document through Bank unless otherwise specified. Seller may decline to deliver except for cash or stop goods in transit whenever, for any reason, if it has any doubts concerning the Buyers ability to meet in time or otherwise, his financial or other obligations under this sale. Pro-rata payments shall become due with respect to partial shipments. Further
a. All payments shall be made promptly on the due dates stipulated by the Seller.
b. The time for payment shall be the essence of the contract and the contract is entered into on the clear understanding that the Buyer agrees to make the full payment notwithstanding any dispute or counter-claim and that he shall take delivery of the goods and pay the full price thereof in accordance with the terms of the contract.
c. All payments are required to be made at Hyderabad by cheque/drafts or other Banking instruments in the name of the Seller. No receipt is valid unless given by the Seller on official Receipt Form duly signed by its Authorized Representative.
d. If for any reason whatsoever, the Buyer fails to pay the full price or ay part thereof, the Seller will be entitled to charge interest at the rate of 2% per month, compounded on the amount so payable by the Buyer from its due date. This provision is without prejudice to the Seller’s other rights under the contract.
5. PACKING: Unless the Buyer specifies otherwise in writing, the Goods will be packed as the Seller may deem proper. If the Buyer desires any special packaging of the Goods the same shall be intimated well in advance to the Seller and all costs/expenses etc in this behalf shall be to the account of the Buyer.
6. INSURANCE: Unless otherwise required by the Buyer and stated in the special remarks on the front page of this form, all Goods are dispatched under insurance under the Sellers arrangements at the rates prevailing, for the value of Goods. When Goods are sent without insurance or insurance is arranged by the Buyer all responsibility on the Seller’s part for the safety of the Goods ceases when the Goods leave the Seller’s works. When as per the acknowledgement, the Goods are dispatched and insured by the Seller with his underwriters against theft, pilferage, non-delivery and Rail/Road/Air/Sea risk, if any damage or loss is observed in the consignment, then the Buyer will have to recover the same direct from the insurer after obtaining the necessary damage certificate from the carrier at his own cost and account. The Seller will render whatever assistance that can be offered to realize the claim without his having any responsibility for damages, non payment or part payment of the claim by the underwriters.
7. SHIPMENT: Unless otherwise stated in the acknowledgement, the Seller will dispatch the Goods by Road/Rail/Air/Sea transport etc. of it’s choice.
8. DELIVERY: (a) The delivery period quoted is the time in which the seller expects to make the delivery. However, the time of the delivery as the essence of the contract is not accepted. The Buyer shall not refuse to accept the delivery of the Goods or any installments thereof remaining deliverable on the ground of delay nor shall they be entitled to repudiate the contract for that reason, (b) The Seller shall not be liable for any direct or indirect damages occasioned through delay or non-delivery or for any other account whatsoever, (c) Each installment deliverable under the contract shall be deemed to be sold under a separate contract for which the Buyer shall make the payment as invoiced and within the time stipulated. No payment for the Goods delivered shall be delayed or stopped on the ground of delayed delivery or non-delivery in part under the contract or any other contract. Notwithstanding anything otherwise contained in the contract if the Buyer commits default in payment for Goods delivered, the Seller shall not be bound to give further deliveries until the said amount is paid in full (d) The Buyer shall be liable for godown rent/demurrage whilst the Goods remains in the Company’s/Carrier’s possession because of delays in taking delivery by the Buyer.
9. BANK COMMISSION: Seller’s Bank Commission and charges shall be to the Seller’s account and Buyer’s Banks charges and commission etc to Buyers account
10. CANCELLATION: Cancellation of the order in part or full or any changes desired by the Buyer in the scope of supply on Goods/specification, if accepted by Seller shall be on the express condition that all expenses due to this as levied by Seller shall be paid by the Buyer and the Buyer shall make good this amount to the Seller.
11. INDEMNIFICATION: The Buyer will protect and indemnify the Seller against all claims or infringement of patents, designs, copyrights or trademark with respect to products manufactured wholly or partially to Buyer’s designs or specifications. Also in no event the Seller will be liable to the Buyer or anyone for the sequential loss or damage arising out of or connected with this contract in any way whatsoever.
12. TOOLS AND EQUIPMENT: All tools and equipment, if any furnished to the Seller by Buyer, will be stored by the Seller with all reasonable care but with no liability for their loss caused by theft, fire, flood acts of God or other causes beyond his reasonable control. The same will be returned by the Seller to the Buyer whenever called for by the Buyer.
13. WARRANTY: The Sellers warranty will stand extended only to the Goods as sold and accepted by the Buyer as confirming to the specifications, if any Goods sold hereunder fail to function properly under normal and proper use because of a defect in material or workmanship, a written notice thereof shall be given to the Seller not later than six months after shipment by the Seller. The Seller will at its option repair or replace or give Buyer proper credit for such product if determined by Seller to be defective provided that the Goods shall have been properly and due diligence stored and not have been altered or repaired after shipment to the Buyer by anyone except Seller’s authorized employees, provided further that Buyer shall return the product to Seller or permit Seller to inspect the product at Seller’s option. It is expressly agreed that no warranty of merchantability or any other warranty, express or implied, is made by the Seller hereunder. The Seller will in no event be liable for any special or consequential damages whatsoever. The Buyer’s remedy for any claim of damages in connection with the sale of the Goods with the warranty shall be subject to the Import and Export Regulations of the Government of India. The Seller shall not be responsible for any direct or indirect loss suffered by the Buyer by reason of defective material or workmanship of the goods and the Seller shall not be responsible for loss of damage arising out of the improper use of the Goods.
14. SPECIFICATIONS: For the specifications, drawings or other information supplied by the Buyer at the time of quotation or order, the Seller reserves the right to modify, in consultation with intimation to the Buyer, where necessary, the design during manufacture to suit improvement of function or revised standards or manufacturing methods etc.
15. PROPERYT IN GOODS: (a)The Goods will remain the exclusive property of the Seller until fully paid for and no creditor, assignee, receiver or liquidator of the Buyer, nor a authority or Bank shall have any claim to them nor shall be entitled to take them in execution and the Seller shall have the unfettered option to enter upon the premises while the Goods are lying and retake physical possession without prejudice to the Seller’s other rights and remedies under the contract and in law. The Seller shall also have the option to use the Buyer for the price of the goods manufactured or any amounts/expenses etc., due and appropriated by the Seller when the property in Goods may not have passed to the Buyer. (b) in addition to any right or lien to which they may be by law entitled, the Seller shall be entitled to a general lien on all goods of the Buyer in the Seller’s possession for the unpaid price of any other Goods sold and delivered to the Buyer by the Seller under the same or any other contract. (c) where the Sellers act as Buyer’s agents they do so at Buyer’s risk and cost and on condition that the Buyer will not bring forward any claim against the Sellers on any grounds including negligence.
16. INSPECTION: Inspection of product/products by Buyer at Seller’s plant will be permitted only in so far as it does not unduly interfere with Seller’s production schedules and on condition that the Buyer submits in advance complete details of inspection it desires and the Seller’s acceptance is granted. The Goods sold hereunder may not be rejected whether inspection occurs at Buyers or Seller’s plant, on the basis of any destructive method of testing unless agreed to in writing by the Seller.
17. WAIVER: Waiver by the Seller or breach by the Buyer of any provisions of this agreement shall not be deemed a waiver of any future compliance therewith, and such provisions as well as other provisions hereunder, shall remain in full force and effect.
18. JURISDICTION: This Quotation and Order Acknowledgement, and the Contract, are subject to Hyderabad City Jurisdiction.