Capitalized terms are defined below. Unless other terms are specified in Seller’s Quotation or Invoice, the following Terms, and Conditions of Sale (“Terms”) will govern the offer and sale of all Goods and Services provided by Seller to Buyer. Any terms and conditions of sale (other than the economic terms of the Order) that may be contained in any purchase order or other form provided by Buyer will be without force and effect, regardless of when received by Seller. By placing an Order, Buyer accepts these Terms, and the sale and delivery by Seller of Goods and Services will be conclusively presumed to be subject to these Terms. Definitions.
“Buyer” and “Seller” are identified on the Quotation or Invoice. “Goods” are all equipment, products, goods, or materials listed on a Quotation or Invoice. “Services” are services listed on a Quotation or Invoice. A “Quotation” is issued by Seller to Buyer to offer the sale of Goods and any Services and is valid for 30 days period from the date of issue. “Order” means Buyer’s commitment to purchase Goods from Seller. A “Proforma Invoice” is a written request for advance payment for Goods and/or Services provided by Seller to Buyer for Orders accepted by Seller in writing or by performance. Order Rights. Seller will have the right to accept or reject an Order at its sole discretion. Seller’s acceptance of an Order from Buyer may be subject to Buyer’s credit approval and other conditions required by Seller. Buyer will not have the right to cancel an Order without Seller’s prior written consent. Price and Tax relationship. Prices will be outlined in the Quotation or Seller’s published price schedules. Prices and these Terms are subject to change without notice. Quoted Prices include sales, consumption, use, excise, or other similar taxes or duties (“Taxes”). Buyer will pay all clearance charges, broker’s fees, taxes, and other amounts payable in connection with Seller’s delivery of Goods and provision of Services.
1. a. Buyer will make 50% of the payment in advance while confirming the order and remaining 50%, within 3 days after shipment of Goods/Services to Buyer. Seller will make sure if the customer opts EMI option for the rest 50% payment. Payment must be made to the designated account below;
ACCOUNT HOLDER NAME: WORKSAAT SMART SOLUTION
BANK NAME: HDFC Bank
ACCOUNT NO: 50200061784179
IFSC CODE : HDFC0001041
BRANCH: Chinthal-Jeedimetla Hyderabad - 500054
1. Payment will not be deemed to have been received until the Seller has received cleared funds.
2. If Seller delivers Goods to Buyer in lots, Seller has the right to invoice Buyer for each lot and The buyer will pay all such Invoices as provided herein. Buyer will make all payments due in full without any deduction, whether by way of set-off, counterclaim, discount, abatement, or otherwise. If Buyer fails to pay Seller any sum due, Buyer will be liable to pay interest at an annual rate equal to the lesser of
1. 18% per annum, accruing daily until payment is made; or
2. The maximum amount permitted by law
Delivery and Acceptance.
Seller will deliver the Goods EX Works in 28 working days from the date of receipt of advance for the confirmed order from the Seller’s nominated facility in Chintal, Hyderabad. The buyer will pay all freight, insurance, and other shipping expenses, as well as any special packing expenses. Seller will use commercially reasonable efforts to meet the quoted delivery dates and will have the right to deliver partial shipments of Goods. Buyer is deemed to have accepted the Goods upon delivery unless Buyer notifies Seller in writing of any loss, damage, shortage, or other non-conformity within seven (7) days from the date of delivery. In the absence of receipt of such notice, Buyer will have no right to reject the Goods or Services and will be required to pay the Invoice price for such Goods. Buyer will have no right to suspend or delay delivery of Goods. If Buyer fails to accept delivery of Goods, Seller will have the right to store or arrange storage of the Goods at Buyer’s risk and expense. Buyer will promptly pay for the reasonable costs of storage and insurance of the Goods until delivery. Seller will not accept any returns of Goods without Seller’s prior written authorization.
Goods and Services Title Transaction.
The risk of loss or damage to the Goods will pass to Buyer when the Goods leave the seller’s nominated facility in Chintal, Hyderabad, India, or any other sub Branches or WorkSaat warehouse. Title to the Goods will pass to Buyer when Seller has received payment in full of the invoice price of the Goods. Until title has passed to Buyer, Buyer will hold the Goods on a fiduciary basis as Seller’s bailee. Buyer represents that it has adequate insurance to cover the risk of loss or damage described in this paragraph. Seller warrants that title to the Goods passes to Buyer upon Seller’s receipt of payment in full for such Goods.
The buyer grants Seller a security interest in the Goods in the amount of the unpaid balance of the price until paid in full. Seller will have the right to file a financing statement for such security interest and Buyer will sign any such statement or other documentation that Seller deems necessary to protect Seller’s security interest upon request by Seller. Warranty Information.
Seller warrants to Buyer that:
1. All products supplied hereunder will be of merchantable quality and will comply with any specification agreed between Seller and Buyer.
2. It is not aware of any rights of any third party in the market which would or might render the sale of the products, or the use of any of the trademarks on or in products, or the use of any of the trademarks on or about the products, unlawful.
2. In the event of any breach of the Seller's warranty in Clause 8. a
1. whether because of defective materials, production faults, or otherwise, Seller's liability will be limited to:
1. replacement of the products in question; or
2. at the Seller’s option, repayment of the price where this had been paid. And the warranty period is One(1) year from the product activation date.
3. Notwithstanding anything to the contrary in this warranty terms, Seller will not be liable to Buyer because of any representation or implied warranty, condition or other term or any duty at common law, or under the express terms of this warranty terms, for any consequential loss or damage whether for loss of profit or otherwise and whether occasioned by the negligence of Seller or its employees or agents or otherwise, arising out of or in connection with any act or omission of Seller relating to Seller or supply of the products, their use by Buyer or any customer. d. Buyer will indemnify Seller against all loss, damages, liabilities, costs, and expenses which Seller may suffer or incur as a result of or in connection with any breach by Buyer of this warranties terms or any laws or regulations of any jurisdiction or any rules of any governing authorities.
Except for the express warranties provided in terms, the seller and its suppliers make no and hereby disclaim any other warranties, express, implied, or statutory, concerning the goods or services, including, without limitation, any implied warranty of title, merchantability, fitness for a particular purpose, non-infringement, or arising from a course of performance, dealing, usage, or trade.
Confidential Information Protection.
All technical and/or business information disclosed by a party which is either expressly identified as confidential or by its nature is implicitly confidential will be kept in strict confidence by the receiving party and not used by the receiving party, other than for manufacture, sale, purchase or use of the Goods or to perform the party’s obligations hereunder. Limitations and Liability.
Notwithstanding anything in these terms to the contrary, to the maximum extent permitted by applicable law, (a) in no event will seller or its suppliers be liable to Buyer or any third party for costs of procurement of substitute goods or services, or for any special, indirect, exemplary, incidental, punitive, or consequential damages (including, without limitation, damages for loss of profits, business interruption or any other loss), as a result of the offer, sale, or use of goods or services, under any theory of liability, whether based in contract, negligence, tort, warranty, or other wrongful act or omission of the seller and even if the seller has been advised of the possibility of such damages and (b) seller’s total liability for all claims will be limited to direct damages in an amount not to exceed the total price paid to the seller according to the order under which liability arose. Infringement. Subject to these Terms, Seller will indemnify, defend and hold harmless Buyer from third-party claims that the Goods infringe any validly issued Indian patent. Seller will have no obligation for any infringement claim due to: (a) any use of Goods in combination with other products or materials or otherwise than as intended or specified by Seller; or (b) any Goods made to Buyer’s specifications or design. If the Goods become, or in Seller’s opinion are likely to become, the subject of an infringement claim, Seller may, at its option and in its sole discretion, (i) procure for Buyer the right to continue using such Goods; (ii) replace or modify such Goods so that they become non-infringing; or (iii) accept return of such Goods and refund Buyer the amounts paid by Buyer to Seller for such Goods. This indemnity is subject to (y) Buyer’s immediate written notification to Seller of the claim; and (z) Buyer giving Seller sole control of the defense of the claim and all reasonable assistance in connection with the claim. Buyer will not make any admission as to liability or compromise or agree to the settlement of any claim without Seller’s prior written consent. This section states the Buyer’s sole remedies for infringement claims.
To the fullest extent permitted by applicable law, Buyer will defend, indemnify, and hold harmless Seller, its subsidiaries, affiliates, parents, partners, their successors and assigns, and each of their respective past and present directors, officers, employees, and agents (collectively “Seller Indemnitees”) from and against any losses, damages, liabilities, demands, claims, actions, judgments, charges, court costs, and legal or other expenses, including, without limitation, reasonable attorneys’ fees (“Liabilities”), which Seller Indemnitees may sustain, incur or become liable for in defending or compromising any suit, action, or other proceeding arising out of, related to, or in any way connected with Buyer’s purchase, sale, or use of the Goods or Services, including, but not limited to, Buyer’s misuse of such Goods or Services, environmental claims resulting from Buyer’s use of the Goods or Services, or any other acts or omissions, willful misconduct or negligence, whether active or passive, on the part of Buyer; provided, however, Buyer will have no indemnity obligations under this paragraph for any Liabilities caused solely by the wilful misconduct or negligence of a Seller Indemnitee or covered by Seller’s infringement indemnification obligations set forth in these Terms.
If either party brings any legal action against the other party to enforce these Terms, the prevailing party will be entitled to recover reasonable attorneys’ fees and costs from the non-prevailing party. Force Majeure Seller will not be liable for failures or delays caused by events or circumstances beyond its reasonable control.
Buyer will not have the right to assign or transfer Quotations or Orders, in whole or in part, except with Seller’s prior written consent. The seller has the right to assign its rights, or to delegate or subcontract its obligations or any portion thereof, to any affiliate or successor to its business or the assets to which these Terms relate. Seller does not owe warranty to any third party.
Dispute Resolution and Governing Law.
These Terms will be governed by and construed in all respects by the laws of India, and each party hereby submits to the non-exclusive jurisdiction of Hyderabad District Court and courts entitled to hear appeals therefrom.
Each party will provide any notice required or permitted under these Terms in writing, sent by international courier with confirmed delivery to that other party at the party’s address on the Invoice. Notices will be effective upon receipt. Legal Compliance.
Buyer represents and warrants that Buyer complies, and at all times will be in compliance, with all “Applicable Laws”, meaning all applicable international, national, and local laws and regulations, including, without limitation, laws related to labor and employment (including wage and child labor laws), worker safety, data privacy, consumer protection, environmental protection, business operations, licensing, and authorization, zoning, import/export, shipment, non-discrimination, and anti-corruption laws, including the United States Foreign Corrupt Practices Act of 1977 and the U.K. Bribery Act of 2010.
These Terms are written in the English language. Should these Terms be translated into any other language for convenience or legal requirements, the English language version will control in the event of any conflict to the fullest extent allowed by applicable law.
Time for payment is of the essence. Buyer acknowledges that it has not been induced to purchase any Goods or Services from Seller by any representation or warranty not expressly set forth herein. These Terms constitute the entire agreement of the parties and supersede all existing agreements and all other oral or written communications between the parties concerning the subject matter contained herein. None of the terms and conditions contained herein may be added to, modified, superseded, or otherwise altered except by a written document signed by an authorized representative of Seller. Any waiver or failure to enforce any provision herein on one occasion will not be deemed a waiver of any other provision or such provision on any other occasion. Section headings contained herein are intended for the convenience of reference only and will not affect the interpretation of any provision. If any provision of these Terms is held to be prohibited or unenforceable, the parties will promptly substitute for the invalid provision a valid and enforceable provision that most closely approximates the intent and economic effect of the invalid provision and the remaining provisions will continue in full force and effect. Sections 1, 9, 10, 11, 13, and 15- 21 will survive termination of these Terms.