Terms & Conditions
DEFINITIONS In these conditions:
“Company” means Summit Engineers & Consultants Pvt. Ltd., Nashik, M.S., India
“Customer” means the other contracting party;
“Products” means all the goods supplied by the Company under the contract.
“Services” means all the services supplied by the Company in relation to the Products;
“Order” means the order placed by the Customer with the Company for the Products and/or Services;
“Contract” means an Order accepted by the Company (in writing);
“Total Contract Price” means the aggregate price of all the Products and/or Services (excluding taxes) supplied by the Company under the Contract;
“Specification” means the Company’s Specification for the Products’;
“Special Purpose Machine” means a machine or fixture developed & custom designed by the Company whose purpose, utility & expected performance, is as described by the Customer & as understood by the Company.
“Scope of Work” means the general specifications of the Special Purpose machine or Product based on agreement between the Customer & the Company.
All quotations shall be subject to these conditions and unless otherwise stated or unless withdrawn by the Company, shall be valid for a period of thirty (30) days from the date of the quotation. The quotation is not an offer to proceed and the Customer is required to place a written Order with the Company using the same reference as on the quotation.
All quotations strictly refer to the “scope of work” (On page 2 of this document) as agreed between the Company & Customer. This scope of work is towards the product generally catagorised as a “Special Purpose Machine”. It is developed & designed to achieve the expected performance/ result primarily based on the Customer’s requirements, Customer’s Inputs and assumptions.
If the Customer decides to make changes to the design for any reason after raising the Order,
- The Customer will send a change request in writing along with all necessary drawings, documents, photographs etc. and/or arrange for a meeting so that the required change is well understood by representatives of the Company.
- All the costs including time arising out of such a change will be borne by the Customer
In order to achieve expected performance/ result the Company may need to make changes in the design during construction/ testing or commissioning stage. The Company will accommodate any such change costing up to 3% of the total contract price. All costs more than 3% towards such changes will be borne by the Customer.
The total contract price for the Equipment shall be as reflected on the quote and invoice. If there is a discrepancy between the quote and invoice, the invoice shall control unless otherwise agreed between the Company and the Customer.
All transporting, forwarding, shipping expenses of the Equipment shall be the responsibility of the Customer and are excluded from the sale price unless otherwise indicated on the quote and invoice.
Unless otherwise stated, all prices are strictly net, ex-works, F-93 MIDC, Ambad, Nashik, M.S., India-422010.
PRECEDENCE OF THESE CONDITIONS
The Customer agrees that the Order fully specifies its requirements for Products and/or Services and unless agreed to by the Company in writing shall be deemed to be placed subject to these conditions notwithstanding anything to the contrary contained in or referred to on the Order. The Order shall not be binding on the Company until specifically accepted in writing.
1 For Indian Customers unless otherwise agreed, 50% payment is to be made as advance against the Order and the balance against Company’s Proforma Invoice prior to dispatch of the goods.
2 Overseas Customers Unless otherwise agreed the Order must be accompanied by a remittance or advise that an irrevocable Indian Rupee Letter of Credit has been established with and confirmed by a major Indian Clearing Bank in favor of the Company. This Letter of Credit shall have a validity equal to the full delivery period of the Equipment plus one month and shall provide for part shipment and trans-shipment with the release of one hundred per cent of the value for each shipment against presentation of commercial tax invoices, packing list and bill of lading, or forwarding agent’s receipt, or airway bill as evidence of dispatch of the Equipment.
3 All charges for freight/ transport including local entry taxes & transit insurance will be borne by the customer.
4 All charges related to pre-dispatch inspection by the Customer are to be borne by the Customer.
5 All charges, at actuals, related to Erection & Commissioning including day charge of the Company representatives & their lodging and boarding, if needed, shall be borne by the Customer.
DELIVERY AND RISK
(a) Subject to the following sub-clauses of this clause 6, all risks shall pass to the Customer upon delivery.
(b) Upon delivery by the Company to a carrier for transport/ shipment of Equipment to Customer, risk of loss shall pass to Customer. Thereafter, the carrier shall be deemed to be acting for and on behalf of Customer, and the terms of payment for the Equipment shall not be affected by damage to or destruction of the Equipment sold.
(c) All dates and times specified to the Customer for delivery and installation of the Products or the provision of Services are estimates only and the Company shall not have liability for delay or for any damages or losses sustained by the Customer as a result of such dates or times not being met. The customer shall not be entitled to refuse acceptance of the Products or Services as a consequence of such delay.
(d) The Company may in its absolute discretion withhold delivery of the Products and/or supply of the Services pending payment of any sum due from the Customer to the Company.
(e) If the Customer does not accept delivery of a consignment of Products in accordance with the Contract then:
(i) the Company shall be entitled to claim payment in accordance with clause 5 above for the Products refused; and
(ii) the Products refused shall be in all respects at the Customer’s risk; and
(iii) the cost of storing the products shall be borne by the Customer; and
(iv) if such failure to accept delivery continues for more than ten days, the Company shall have the right to terminate the Contract pursuant to clause 13 below.
(a) The Company shall retain title to the Products as legal and equitable owner until it shall have received all sums due to it from the Customer whether under the Contract or any other contract between the parties.
(b) Subject to sub-clauses (d) and (e) below, until the Customer has paid the Total Contract Price together with all taxes payable thereon:
(i) the Customer shall store the Products in a manner which makes them readily identifiable as the property of the Company; and
(ii) the relationship of the Customer to the Company shall be fiduciary in respect of the Products and accordingly the Company shall have the right to trace any proceeds of sale.
(c) If any event occurs under clause 13 below which would entitle the Company to terminate any Contract:
(i) the Customer shall immediately notify the Company of such event; and
(ii) notwithstanding any failure to so notify, all sums due to the Company shall become immediately payable; and
(iii) the Company by its servant or agents may for the purposes of recovery of all or any of the Products enter upon any premises where they are reasonably thought to be stored and may repossess the same.
All drawings, designs, specifications, manuals, and prices furnished to Customer by the Company shall remain the confidential and proprietary property of the Company. All such information, except as may be found in the public domain, shall be held in strict confidence by Customer and shall not be disclosed by Customer to any third parties. Copyright in all material made available by the Company shall remain in the Company at all times.
(a) Any Products which are found to the Company’s satisfaction to be defective as a result of faulty design, manufacture or workmanship will at the sole discretion of the Company be repaired free of charge, except for any items bought out from third party suppliers, provided that:
(i) The complaint of defect is given in writing to the Company within 12 months from the date of delivery as defined in clause 6 above, and
(ii) the Products have not been misused, mishandled, overloaded, amended, modified or repaired in any way by the Customer, its servants or agents, or used for any purpose other than that for which they were designed, and
(iii) if the Products have been manufactured based on the Customer’s design; the defects are not as a result of faulty design of the Customer.
(b) Individual items incorporated in the Product, bought out from third party, such as, but not limited to, measuring instruments, motors etc., will continue to carry warranties as specified by their respective manufacturers, the Company will not be held responsible for such items.
The Customer acknowledges and agrees that
(a) it is responsible for the operation of the Products and should ensure that they are used safely and that it should use, maintain, store and keep the Products in accordance with any instructions, user handbook or other form of guidance relating to them; and
(b) it would be prudent for the Customer to insure against all loss or damage the Customer may suffer as result of the Company’s acts or omissions whether negligent or not on the basis that the Company’s potential liability hereunder might otherwise be disproportionate to the Total Contract Price.
The Company shall have no liability in respect of claims for infringement or alleged infringement of third parties patent or other proprietary rights arising from the execution of the Order in accordance with the Customer’s designs, plans or specifications and the Customer shall indemnify the Company against all losses, damages, expenses, costs or other liability arising from such claims.
The Company shall be under no liability to the Customer for any breach of any provision hereof or failure on its part to perform any obligation as a result of acts of God, war (whether declared or not), sabotage, riot, explosion, Government control, restrictions or prohibitions or any other Government act or omission whether local or national, fire, accident, earthquake, storm, flood, epidemic, drought, or other natural catastrophes, inability to obtain equipment, suitable raw materials, components, fuel, power or transportation, disputes with workmen, strikes or lockouts, shortage of labour or any cause beyond the control of the Company and the Company will notify the Customer if affected by any of the causes referred to in this sub-clause. In the event that the Company is unable to perform its obligations under the Contract by reason of any of the causes referred to above for a period of six months or more, then either party may at any time after the expiration of such six month period terminate the Contract by written notice.
Without prejudice or any claim or right it might otherwise make or exercise in terms of the Contract or by law, the Company shall be entitled forthwith to cancel the Contract upon written notice to the Customer and to claim for any losses, costs or expenses thereby incurred by it:
1 the Customer commits any material breach of any of these terms and conditions which goes to the root of the Contract, or
2 the Customer commits any other breach of any of these terms or conditions and fails to remedy such breach within a reasonable period of time after having received due notice from the Company to do so, or
3 the Customer makes or offers to make any arrangements or composition with its creditors or commits any act of insolvency, as defined in the relevant Act, Customer, being an individual or partnership, is sequestrated, whether provisionally or finally, or being a body corporate, is placed in liquidation, whether provisionally or finally, or if any resolution is passed for the winding up of the Customer, or if the Customer is placed in judicial management or if a third party seizes or threatens to seize the Products before legal ownership has passed to the Customer.
AMENDMENTS OR CANCELLATIONS
Once accepted by the Company no Order can be amended or cancelled except with the Company’s written approval and upon terms, which indemnify the Company against any loss of profit or additional costs resulting therefrom.
These conditions supersede all previous conditions, understandings, commitments, agreements or representations whatsoever whether oral or written relating to the subject matter hereof and shall not be varied except with the Company’s written consent.
(a) For orders for Supply within India, all prices are exclusive of Taxes which will be shown separately on quotations and invoices and will be charged at the rate current at the date of invoice.
(b) For orders for supply outside the state of Maharashtra, India to other states within India, standard CST will be charged only against presentation of “C” Form by the Customer, else penalty as applicable shall be borne by the customer.
(c) For orders for Supply outside India, all prices are exclusive of all taxes, charges or levies of any kind whether payable on the supply of the Products and/or Services to destinations outside India or otherwise, and these are payable by the Customer.
These conditions and the Contract shall be governed, construed and shall take effect in accordance with the laws of the Republic of India, and shall be subject to the jurisdiction of the District Court of Nashik, M.S. , India.