Terms & Conditions
- Unless expressly agreed in writing signed by an authorized representative of Seller, all orders for products are accepted only upon the terms of these conditions (hereinafter “Conditions”).
- These Conditions supersede all prior representations or arrangements, and contain the entire agreement between the parties in connection with the products. For the avoidance of doubts, no conditions which Buyer may in any way (whether by order, letter or otherwise) seek to impose or introduce prior or after the reception of the Conditions shall be of any effect whatsoever.
- Buyer confirms to have read, understood and agreed to the following Conditions.
- Prices which are referenced in price quotations are valid for 30 days from the date of the price quotation or for the period quoted by Seller if this is different than 30 days.
- Unless otherwise agreed by written by Seller, prices are Ex Works and exclusive of GST and all other duties, fees and taxes.
- Payment shall be made in the currency stated on Seller’s invoice 100% in advance against the PROFORMA INVOICE date unless otherwise agreed. In that case, Buyer shall compensate Seller’s invoicing establishment for any loss resulting from variation in the rate of exchange which might have occurred between the date of determination of the sale price and the date of payment.
- When payment is made by bank transfer, all bank costs are at Buyer’s charge. For payment by credit card, 2.5% will be charged on the total amount of the invoice.
- Time of payment and reservation of title
- Time of payment is of the essence of the contract. Without prejudice to any other remedy and without prior notice Seller may charge interest at 5% per annum above HSBC’s base rate for the time being (to accrue from day to day) on any sum owed to Seller which is not paid on the date specified in 2.c until the date of actual payment.
- Buyer may not withhold payment or make any set off on any account.
- Seller shall retain ownership of the products until full payment of the related invoice by Buyer, including payment of the interests provided in article 3.a. In the event that Buyer sells the products to a third party, Buyer shall hold the proceeds of sale as Seller’s trustee to the extent of Seller’s interest therein.
- Until ownership of the products passes to Buyer, Buyer shall insure them at full replacement value.
- If Buyer becomes insolvent or the subject of receivership or Seller has any other just cause for
believing that Buyer will not pay for the products on the due date, and so notifies Buyer,
Seller shall have the right to terminate the sale:
- All unpaid balances owing from Buyer to Seller shall become a debt immediately due and payable to Seller;
- Seller shall be entitled to require Buyer to redeliver (at Buyer’s cost) any products in Buyer’s possession in respect of which payment in full has not been made, or at Seller’s sole option, to enter unimpeded Buyer’s premises to recover any such products;
- Seller shall be entitled to suspend or cancel planned deliveries of Products without prejudice to Seller’s other remedy.
- Delivery shall be made iENT TECH Inc., 26/57-B, Agilmedu 5th Street, Sait Colony, Erode at Seller’s choice.
- Any times quoted for delivery are only estimates and are given in good faith but are not guaranteed. In any event the time for delivery shall be extended by a reasonable time and Buyer shall not be entitled to obtain any compensation from Seller for any reasons.
- Packaging charges are excluded in the price and is not returnable.
- Each delivery shall be treated as a separate contract and partial deliveries shall be permitted. Accordingly, failure to make any particular delivery or any breach of contract in relation thereto, shall not affect any remaining deliveries.
- Buyer shall take delivery of the products by any date agreed by Seller within a reasonable time. BUYER SHALL BE RESPONSIBLE for all storage and other costs relating to Buyer’s failure to comply with this obligation.
- Seller undertakes to obtain any licence(s) required for the export of the products from India by Seller. Buyer undertakes to comply with any such licence(s) and to obtain and comply with all other necessary licenses, permits and consents.
- If Seller agrees to organize the delivery for Buyer, the delivery will be at Buyer’s expenses and risks as provided in iENT TECH Inc., Erode. For avoidance of any doubts, this will not result to an extension of Seller’s liability further than provided in point 8 of the present conditions.
- Acceptance – complaints
- Seller warrants that the products are sold with good title and comply with Seller’s current product data sheets. Information on the products is given in good faith and correspondent to the state of the art at the time this information is given.
- Buyer shall inspect the products as soon as practicable. Any non-conformity with specifications provided on Seller’s current product data sheet must be addressed by registered mail to Seller within 30 days of the arrival of the products and in any case before use, treatment, cutting or modifying the products in any way. Upon expiration of that time, products shall be considered as complying with specifications.
- If, subsequently, a defect which could not have been detected upon detailed examination at delivery appears, Buyer must inform Seller by registered and duly motivated mail within 48h discovering the defect.
- Products which are alleged not to comply with the specifications or to be defective shall be, at Seller’s choice, either immediately returned or preserved at least 90 days for inspection by Seller.
- Where non conformities or defective products are concerned, Seller may freely choose between replacing the products or it may offer a price reduction, to the exclusion of damages. Seller is authorized to replace products several successive times. Buyer can only demand a price reduction or that the contract be cancelled after several defects replacements.
- Any action relating to nonconformity or defect product shall, at the risk of being rejected, be initiated within 6 months of delivery.
- Not withstanding Clause 6b, complaints concerning damaged containers shall be notified to the transporter.
- Limitation of Seller’s Warranty
- All samples supplied by Seller are supplied for information only. Seller does not give any further warranty about compliance of the products with any sample other than in respect of the specifications provided on Seller’s current product data sheet.
- Seller DOES NOT WARRANT that the products are fit for any particular purpose or use by Buyer and it is for Buyer to check for itself if the products are so fit, including, for the use of the products made by Buyer, the non infringement of third parties intellectual property right whether products are used alone or in combination with other products.
- WARRANTY NO LONGER APPLIES:
- After treatment, cutting or modification of the products in whatsoever manner by Buyer or a third party.
- If abnormal use, handling or treatment of the products takes place or if a use, handling or treatment takes place which is contrary to the rules relating to the use of the products or which is contrary to the instructions provided by Seller.
- Liability and Damages
- Seller shall only be liable, whether contractually or in tort, for damages caused to Buyer or any third parties through fraud committed by Seller. Seller will NOT be liable for damages caused by ordinary faults or gross negligence.
- In no circumstances whatever shall Seller be liable, whether contractually or in tort, for damages caused to Buyer or any third parties due to an ordinary fault, gross negligence or fraud committed by Seller’s contracting partners or executive agents, including transporter.
- Except for situations provided for by the present Conditions and except for mandatory legal provisions to the contrary, Seller will never be held, for whatever reasons, to pay damages to Buyer or any third party.
- In situations where Seller would be held to pay damages, it cannot be obliged to pay any unforeseen (in existence and extent), indirect or consequential losses, including without making this list exhaustive the loss of goodwill, business or expected savings.
- In any events, Seller’s total aggregate liability in connection with the products of the contract is limited to 50% of the net invoiced value of the delivery from which damage arises, GST and any other fee excluded.
- Intellectual Property
Unless otherwise specifically agreed to in writing by Seller, all drawings, know-how, designs, trademarks, specifications, inventions, devices, developments, processes, copyrights and other information disclosed or otherwise provided to Buyer by Seller and all rights therein (collectively, “Intellectual Property”) will remain the property of Seller. Buyer acknowledges that no license or rights of any sort are granted to Buyer hereunder in respect of any Intellectual Property.
- Unavoidable Casualty
Seller may suspend or terminate its obligations under the Conditions if Seller’s ability to manufacture, supply, deliver or acquire materials by Seller’s normal means is materially impaired through circumstances over which Seller has no reasonable control, including without making this list exhaustive strikes and lockouts, fire damage, official instructions, inability or delay in obtaining supplies of adequate or suitable materials, delay of subcontractors and suppliers resulting from their non compliance with national or international regulations, etc.
- No failure by Seller to enforce any provision of these Conditions contract shall be construed as a release of its rights.
- If any provision of the conditions is found to be invalid or unenforceable it shall be deemed to have the maximum effect permitted by law, or if not shall be deemed deleted The parties shall replace any invalid provision by an effective one which conforms as far as possible to the economic purpose of the invalid provision.
This contract shall in all aspects be construed and operate as a INDIAN Contract in conformity with Indian Law, to the exclusion of the Convention of International Sale of Goods. Buyer hereby agrees that courts of India shall have sole jurisdiction to decide any matters under this contract.
The values are typical and are for very general guidance and must not be used as a concrete basis for specifications. Information contained in this publication and otherwise supplied to users, is based on our general experience and is given in good faith, but we are unable to accept responsibility regarding factors which are outside our knowledge or control. No warranty, either expressed or implied, is hereby made. The recommended industrial hygiene and safe handling procedures are believed to be generally applicable.