Purchase Terms & Conditions (v1.3)

Purchase Terms & Conditions

  1. Offer:These terms and conditions, together with the Order, constitute an offer by Purchaser to purchase the Goods (or Services) from Seller(s)/Supplier(s)/Vendor(s) pursuant to the terms and conditions described herein. This Offer is not an acceptance or a confirmation of any previous offer or proposal from Seller, and this offer shall be deemed to be a rejection and a counter-offer put forth by the Purchaser with respect to any previous offer or proposal received from the Seller. In the event there is a conflict in the terms and conditions of the Order and any additional valid agreement fully executed by both parties (“Definitive Agreement”), the terms of the Definitive Agreement will prevail over the terms and conditions stated in this Order.
  2. Validity: Purchase order is valid for the Current  Financial Year: April to March
  3. Prices: No increase in quoted price will be allowed once the purchase order is received. 
  4. Packaging: Unless otherwise specified the price given in this purchase order inclusive of transport worthy packing
  5. Weight: Unless otherwise stipulated weight recorded at Company’s designated place of Business shall be deemed as final.
  6. Quantity: Where the nature of Goods (or Service) ordered is such that certain normal variation in quantity is likely to occur, such variation within the norms fixed by the Purchaser, Supply in excess of permissible limit shall not be accepted and the same shall be returned (without being bound to do so) at the suppliers cost and risk unless prior permission in writing has been obtained by the supplier from the Purchaser
  7. Acceptance: Payments pursuant to this Order shall by itself not constitute an acceptance of the Goods(or Services), which shall be subject to adjustment for shortages or deficiencies in the Goods(or Services), and which at the discretion of the Purchaser be either replaced by the Seller at its own cost or such amount shall be promptly refunded to the Purchaser, by means of a Credit Note
  8. Compliance: The Vendor shall comprehensive ensure all compliances of laws, rules or regulations of any federal, state, municipal, or local authority, whether statutory or regulatory in nature; failure to do so and govt penalties thereafter would be Sellers Liabilities.
  9. Shipping of goods: Mode of shipping shall only be decided and communicated by the purchaser and the seller shall not ship without prior approval from the purchaser.
    1.  Forwarding, freight, and any other incidental expenses, if not specifically mentioned in the Purchase Order, will be borne by the Supplier. 
    2. Please accompany a packing slip with all invoices. 
  10. Supply of Services: Mode of deliverables shall only be decided and communicated by the purchaser and the seller shall not deliver without prior approval from the purchaser.
  11. Acknowledgement: Suppliers are requested to acknowledge receipt of Purchase Order within 07 days from the date of its receipt. If the organization does not receive the order acknowledgement within the said period, then it will be taken for granted that suppliers have accepted the order and the execution of the same will be binding on them unless otherwise agreed
  12. Receipt of goods (or Services): Unless otherwise specified the payment terms as mentioned in this Purchase Order will start from date the goods (or Services) are received.
  13. Inspection: If the goods (or Services) supplied are not in line with the samples provided to us, or as per the specifications approved by us, or if the goods(or Services) are received in damaged (non-useful) condition, the goods (or Services) may be rejected or returned at our discretion.
  14. Amendment: Any changes to these terms and conditions would have to be made in writing in a separate agreement. This document cannot be altered without our written permission
  15. Time of Delivery: If the supplier fails to make the deliveries within the time specified in the Purchase Order, Purchaser may terminate this purchase order, or such part in respect of which there is delay. The Purchaser reserves the right to purchase the goods (or Services) from the open market and to charge the supplier for any loss incurred thereby.
  16. Cancellation/Termination: Purchaser reserves the right to cancel or delay this Order at any point of time. Purchaser also reserves the right to terminate this Order for the following reasons: for cause or for insolvency with thirty (30) days written notice. In the event of termination, Purchaser shall have no further obligations to Seller except to pay for Goods (or services) delivered and accepted by Purchaser prior to such termination.
  17. Jurisdiction: Any litigation arising out of this Purchase Order will be subject to the courts of Nagpur – India jurisdiction.
  18. Specific to Companies billing from outside India
    1. Please note that the Customs clearance and Delivery to our warehouse may take about 3-4 weeks after dispatch using air shipments and months during sea shipments. 
    2. We reserve the right to point discrepancies, damages, shortages once we have received the shipment in our warehouse.We reserve the right to receive a copy of all export documents and other clearance related documents that may be required from time to time.
  19. Specific to Companies billing from within India
    1. We reserve the right to recover unavailable GST Credit if the Supplier does not pass the GST credit during filings before 10th of each month.
    2. Supplier’s quotations , invoices  must clearly state all taxes or levies wherever applicable along with necessary declaration. In case the supplier fails to mention it on their bills, any subsequent claim raised by the supplier will not be accepted by us. 
    3. Invoice by the supplier must be GST Compliant and contain the following:
      1. GST Number of both supplier and recipient 
      2. Bill to & Ship to Address – Correct Location
      3. HSN/SAC Code for all goods & Services
      4. GST Amount to be separately mentioned 
      5. Mention if you are “Unregistered under GST” or “Exempt under GST” or”Under GST Composite Tax Scheme” or “Under GST
  20. Safety of Hazardous Material:
    1. Vendors supplying hazardous chemicals/goods should ensure that specified vehicle/ container/tanker only are used at the time of filling which are permissible as per rules for a particular hazardous chemicals / solvents. Further the tanker should carry valid approval documents, from the designated approving Authority such as Department of Explosives / State Road Transport authorities etc. Further the Driver & Cleaner of the tanker should be qualified / trained and experienced, as per the Transport Regulations for Emergency Management Rules (TERM) or the relevant authority and the tanker should also carry a TREM card, failing which the vendor would be responsible for damages, loss, including third party compensation, in case of a mishap.
    2. Any hazardous materials to be provided to Purchaser under this Purchase Order must be marked, labeled, and offered for transportation in accordance with all applicable legal requirements. All packages must be in approved containers and material safety data sheets must be included with each shipment. For purposes of this section, “hazardous material” means any chemical, compound, material, waste or other item whether in liquid, solid or gaseous form, which is regulated or restricted as a hazardous material (or any analogous designation) by any laws, rules or regulations of any federal, state, municipal, or local authority, whether statutory or regulatory in nature.
  21. Insurance:Unless otherwise stated the Insurance will be the Suppliers account and hence the losses incurred shall be to suppliers account.
  22. Force Majure: Neither Party will be liable for non- performance of the Order if the non-performance is due to any unforeseen events or natural calamities, strikes, lock-out, war. floods, storms, other natural calamities, pandemics, war, interruption or shortage of raw materials, lack of fuel / energy, major machine breakdown, adverse order by the government or courts, change in law, or any other event beyond the reasonable control of the Seller (“Force Majeure Event”) any other accident of whatsoever nature, beyond their reasonable control. The Order is prolonged to the extent necessary, till such Force Majeure Event is extinguished or the order is cancelled as per agreement between parties. The Purchases will also not be liable for any delay or damages caused by interruption, adverse order by the government or courts, change in law (“Exclusion of Liability Event”).In the event of happening of any Force Majeure Event or Exclusion ofLiability Event, the Vendor shall keep the Buyer promptly informed of the same.
  23. Non-Assignment: Seller shall not assign, sub-contract or novate any of its rights in the Order without prior written consent of Purchaser. In the event of any such assignment, Seller shall not be relieved of its obligations hereunder and shall remain primarily liable after such assignment or novation.
  24. Change of Control: Seller shall provide a written notice to Purchaser for any change in its ownership or control. Any such change in ownership or control of Seller shall not prejudice Seller’s obligations under the Order. In the event Purchaser does not consent to such change; Purchaser shall be entitled to terminate the Order with immediate effect.
  25. Severability: At the option of Purchaser, any finding that a part of the Order is invalid or unenforceable shall not affect the validity of any other part hereof. The various provisions of the Order are severable and if any provision is found by the Parties hereto or is held to be invalid or unenforceable by any court of competent jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of any of the other provisions set forth herein.
  26. Waiver: Purchasers failure to enforce at any time any provision of the Order shall not be construed as a waiver of such provision or of any rights thereafter to enforce such provision. Any waiver by Purchaser of any of the terms and conditions of the Order must be in writing and signed by an authorized representative of Purchaser.
  27. Confidentiality, Information: Supplier and its Affiliates will comply with the terms of any nondisclosure agreement between Supplier (or any of Supplier’s Affiliates) and Purchaser (or any of Purchaser’s Affiliates) (the “NDA”). If no such agreement exists or the NDA has expired or is no longer in full force and effect, Supplier, its Affiliates and its Personnel will (a) keep confidential the terms and existence of this Purchase Order and all information obtained from Purchaser that is identified as confidential or proprietary or that, given the nature of such information or the manner of its disclosure, reasonably should be considered confidential or proprietary and (b) use such information only for the purposes of this Purchase Order. Purchaser’s confidential information includes, without limitation, all supplies, blueprints, sketches, drawings, specifications and other technical or commercial information furnished by or developed for Purchaser in connection with the Purchase Order, including work product of Supplier. All such information is Purchaser’s exclusive property. Supplier will not use any trade name, trademark, service mark, logo or commercial symbol, or any other proprietary rights of Purchaser or any of its Affiliates in any manner without prior written authorization. Supplier will not issue any press release or other publicity that relates to Purchaser or its Affiliates or this Purchase Order, or reference Purchaser or its Affiliates in any brochures, advertisements, client lists or other promotional materials. This obligation of maintaining confidentiality shall survive the expiration or termination of this Order.
  28. Publicity: Seller shall not make or publish any notice, advertisement, press release, or other communication with respect to the Order, its contents, or the Services without Purchaser’s prior written consent. Seller shall not use Purchaser’s name or logo in any of its advertising, client list, or sales promotional material.
  29. Relationship Supplier will perform under this Agreement as an independent contractor of Purchaser, and this Agreement will not be construed to create a partnership, joint venture, agency, employment, or any other relationship between Supplier and Purchaser. Supplier will not represent itself to be an employee, representative or agent of Purchaser. Supplier will have no authority to enter into any agreement on Purchaser’s behalf or in Purchaser’s name or otherwise bind Purchaser to any agreement or obligation.
  30. Limitation of Liability: Purchaser is not liable under any circumstances for lost opportunities or profits, or for consequential, incidental, special, punitive or indirect damages of any kind.
  31. Work Product and Ownership of IP: If Supplier delivers or is required to deliver to Purchaser any deliverable in connection with the Project that is work product, including but not limited to concepts, works, inventions, information, drawings, designs, specifications, customizations, documentation, programs, in each case whether developed by Supplier or its Personnel, either alone or with others, and whether completed or in-progress (any and all of the foregoing, “Work Product”), Purchaser owns, or upon assignment by the creator will own, all right, title and interest (including, but not limited to, all copyrights and any other intellectual property rights) in such Work Product and all precursor Work Product developed in connection with the Project. The Work Product has been specially ordered and commissioned by Purchaser as “work made for hire” for copyright purposes. To the extent such deliverable does not so qualify as “work made for hire”, and to the extent such deliverable includes material subject to copyright, patent, trade secret, or any other proprietary right, Supplier hereby assigns to Purchaser, its successors and assigns, all right, title and interest in and to the work product, including all proprietary rights therein. Supplier agrees to execute, acknowledge, deliver and cause to be duly filed all such further instruments and documents and to do all such other acts and things, as may be requested by Purchaser from time to time to secure and preserve Purchaser’s rights hereunder, or to enforce, defend or confirm Purchaser’s right to exploit those rights.
  32. Indemnification: Seller agrees to indemnify and hold Purchaser and its directors, employees and officers harmless from and against any and all liabilities, costs, losses, damages, penalties or expenses, including reasonable attorneys fees, incurred or suffered by Purchaser as a result of or in connection with Seller’s (i) breach of any of its obligations representations or warranties; (ii) death or injury to any person or property; (iv) negligence, wilful misconduct or any acts of omissions on the part of Seller or its employees or subcontractors (v) any tax or duty that is assessed against or levied on Purchaser by any governmental authority in relation to the Goods (or Services) delivered by Seller.Notwithstanding what is stated herein, Purchaser shall be entitled to claim and obtain all remedies available under law in respect of breach of any of the terms and conditions of this Order by the Seller.
  33. Personnel and Suppliers: Supplier has exclusive control over its employees, representatives, agents, contractors and subcontractors (collectively, “Personnel”), including the right to hire, transfer, suspend, lay off, recall, promote, discipline, discharge and adjust grievances with its Personnel, as well as its labor and employee relations and its policies relating to wages, hours, working conditions and other employment conditions. Supplier is solely responsible for all salaries and other compensation of its Personnel who provide Goods and Services and for making all deductions and withholdings from its employees’ salaries and other compensation and paying all contributions, taxes and assessments. Supplier’s Personnel are not eligible to participate in any employment benefit plans or other benefits available to Purchaser employees. Supplier will be solely responsible for all theft, damage and/or misconduct related to, and other acts and omissions by, its Personnel. Supplier will not subcontract or delegate any of its obligations under this Purchase Order without Purchaser’s prior written consent. Notwithstanding the existence or terms of any subcontract, as between Supplier and Purchaser, Supplier is responsible for the full performance under this Purchase Order and for its subcontractors’ compliance with the terms of this Purchase Order. If Supplier performs Services on Purchaser’s premises, Supplier will (a) abide by all Purchaser’s rules, policies, and procedures, including with respect to such matters as safety, security, health, environmental and hazardous material management, misconduct, physical aggression, harassment and theft (collectively, “Rules”); and (b) at Purchaser’s request, remove and promptly replace any Personnel performing services who behaves in a manner that is unlawful or inconsistent with any Rule.
  34. Purchaser-Furnished Property: Supplier assumes complete liability for all tools, articles, materials, equipment, software and other items, if any, furnished by Purchaser to Supplier in connection with this Purchase Order (“Purchaser Property”). Supplier will use Purchaser Property solely to the extent necessary for the proper provision of the Project and in accordance with all instructions from Purchaser. Supplier agrees to pay for all Purchaser Property damaged, lost or not otherwise accounted for to Purchaser’s satisfaction. The furnishing to Supplier of any Purchaser Property in connection with this Purchase Order shall not, and shall not be construed to, vest title thereto in Supplier.
  35. Assignment: You cannot assign or otherwise transfer this Agreement, or any rights granted hereunder to any third party. Purchaser may transfer its rights and obligations (also known as “assign”) under this Agreement without your prior express consent, provided that Purchaser assigns the Agreement on the same terms or terms that are no less advantageous to the Seller.
  36.  Miscellaneous: The section headings of this Purchase Order are for convenience only and have no interpretive value.
  37. Notices: All notices given under this Agreement must be delivered to the recipient’s address on the first page of this Purchase Order in written non-electronic form, and in English, and will be effective when received.