TERMS AND CONDITIONS OF SALE:
1. Definitions. “Seller” means “KOPELL GROUNDING SYSTEMS PVT LTD”: “Buyer” means the company, person or other entity who is the purchaser of the Goods; “Goods” means any goods or materials ordered and sold pursuant to the terms and conditions set forth herein.
2. Price. Unless otherwise stated, price of the Goods shall be the price in effect at the date and time of shipment. Seller reserves the right to adjust price based on volume purchases; any discounts allowed for volume purchases will be in the Seller’s sole discretion. Price does not include any type of duties or taxes, which shall be added to the price of the Goods and shall be the responsibility of Buyer.
3. Payments Terms. Terms of payment are Sight Letter of Credits/CAD/DP Sight, unless otherwise stated in the Quotations. Interest on late payments shall be applicable at the rate of one and one-half percent (1.5%) per month or an annual percentage rate of eighteen (18%) per annum. In addition, Buyer shall be obligated for Seller’s reasonable attorneys’ fees that may be incurred by Seller to collect any sums due Seller hereunder. Seller reserves the right to apply any payments received from Buyer to any outstanding invoice of Seller in Seller’s sole discretion.
4. Freight. The price quotes shall be F.O.B. shipping point, unless otherwise stated in the Quotations.
(a) Seller’s place and point of delivery shall be deemed to be delivery to a carrier at Seller’s plant in Kolkata/Howrah, India, or such other designated shipping point designated by Seller. If Buyer fails to furnish complete shipping directions to Seller within a reasonable time of placing the order, Seller, in Seller’s discretion, may make necessary shipping arrangements with a carrier selected by Seller, the cost of which shall be paid by Buyer.
(b) If and to the extent a delivery date is stated, it is the estimated delivery date only. All accepted orders, whether or not delivery dates are specified thereon, shall be subject to delays or failures in manufacture or delivery due to causes beyond the control of Seller or carrier. Buyer’s obligations shall continue notwithstanding any delay in delivery, provided if performance by Seller is prevented in whole or in part for a period of three (3) consecutive months, then in such event Seller or Buyer (provided Buyer is not responsible for the delay) may cancel any order that has not been shipped as of such date.
(c) If Buyer is unable for any reason to accept delivery of the Goods according to the mutually established schedule, Seller at its option and after three (3) days written notice to Buyer may place the Goods in storage, in which event Buyer shall pay any and all storage or other related costs. If Buyer fails to accept any delivery or part thereof, then Seller may at its option treat such failure as a breach of this Agreement and exercise any and all remedies available to it pursuant to the terms and conditions set forth herein or available to it as a matter of law.
7. Risk of Loss. Risk of loss or damage to the Goods shall be solely that of Buyer upon delivery to a carrier for shipment; any loss or damage subsequent to such delivery shall not be the responsibility of Seller, provided further any such loss shall not release Buyer from Buyer’s obligation to pay for the Goods. Any claim for damage or loss in transit must be asserted by Buyer against the carrier or with Insurance Authorities, as applicable.
8. Warranty. Seller warrants that the Goods will conform to the description stated herein subject to tolerances and variations consistent with current trade practices, testing and inspections methods. Seller makes no other warranties hereunder, expressed or implied. Seller specifically disclaims any implied warranties of merchantability or fitness for a particular purpose.
(a) Buyer shall inspect the Goods immediately upon receipt. Any claim that the Goods have been damaged or otherwise do not conform must be made to Seller in writing within ten (10) days of receipt of such Goods by Buyer. All claims for defective or non-conforming Goods must be submitted in writing to Kopell Grounding Systems Pvt Ltd.. In the absence of such notice, the Goods shall be deemed to be accepted by Buyer.
(b) With respect to any valid claims properly submitted hereunder, Buyer’s exclusive remedy and Seller’s sole liability shall be limited to Seller repairing or replacing Goods that do not conform to specifications, or at Seller’s sole option refunding the purchase price of the Goods. In no event shall Seller have any liability to damages in connection with the sale of the Goods in an amount exceeding the purchase price of the Goods sold. Seller shall have no liability for any consequential, special or indirect damages.
(c) Claims for quantity deviations or unit pricing errors are deemed waived unless submitted in writing within ten (10) days of notice of invoice.
10. Quotations. Quotations, based on plans and specifications, are Seller’s interpretation of the requirements and include only the material described and listed on the quotation unless otherwise stated. Quotations will be in writing and unless otherwise specified will remain in effect for a period of thirty (30) days from issue date. Prices and inventory classifications are subject to changes without notice, and are those in effect at the time of shipment.
11. Errors. Kopell reserves the right to correct at any and all times any errors and omissions relating to any component or item upon which a purchase order may be based, including, but not limited to, clerical or stenographic errors or omissions as may relate to quotations, price, catalog and other materials supplied by Kopell, or other terms and conditions as reasonably determined by Seller.
12. Returns. Goods may be returned for credit upon request and upon Seller’s approval for return authorization. Any returned items are subject to reasonable restocking charges which unless otherwise agreed to by Seller shall be deemed to be twenty-five percent (25%) of the price of the Goods returned. Any returned items must be in saleable condition, in the original standard packages, and conform to current catalog descriptions. All returned material is to be shipped to seller freight prepaid.
Unless otherwise stated, these terms and conditions govern the purchase and sale of the Goods. All terms and conditions, including price, are subject to change without notice as to any Goods not shipped as of the effective date of such change.
12. Cancellation. Orders received and accepted by Seller may not be cancelled or changed subsequent to delivery, prior to that date such orders received and accepted by Seller with the written permission of Seller. Any cancellation or change shall be subject to applicable charges for labor, material. and other costs actually incurred by Seller.
13. Seller’s Remedies. If Buyer cancels this Agreement prior to shipment for any reason, without Seller’s consent, Buyer shall pay Seller for all costs and expenses incurred by Seller, including the cost of all work executed or performed; any special engineering costs and commitments made by Seller prior to the time of cancellation; and all other incidental and storage costs incurred prior to resale.
14. Binding Nature. These terms and conditions shall be binding upon the parties hereto, their successors and assigns.
15. Authority. Any person, employee or agent otherwise acting on behalf of Buyer hereunder shall be deemed to have full authority to act on behalf of Buyer which Seller may rely on exclusively without further inquiry.
16. Governing Law. This Agreement shall be construed in accordance with and governed by laws of the country of India , jurisdictional courts at Kolkata.