TERMS AND CONDITIONS OF PURCHASE

Summary

THE PURCHASE OF PRODUCTS AND/OR SERVICES (“PRODUCTS”) BY  The Institute of NeuroDevelopment,  The Institute of NeuroDevelopment & AFFILIATES (“BUYER”) FROM A SUPPLIER (“SELLER”) ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS THAT ARE AN INTEGRAL PART OF THE PURCHASE ORDER (COLLECTIVELY, THE “ORDER”). THIS ORDER, INCLUDING ANY ATTACHMENTS HERETO, CONSTITUTE THE ENTIRE ORDER BETWEEN SELLER AND BUYER CONCERNING THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS ORDER AND ALL PAST COURSE OF DEALING BETWEEN THE PARTIES OR USAGE OF TRADE. FURTHER, BROKERS AND SALES REPRESENTATIVES HAVE NO AUTHORITY TO WAIVE, CHANGE OR ADD TO ANY OF THE TERMS AND CONDITIONS COVERED BY THIS ORDER.

THE PURCHASE OF PRODUCTS AND/OR SERVICES (“PRODUCTS”) BY  The Institute of NeuroDevelopment,  The Institute of NeuroDevelopment & AFFILIATES (“BUYER”) FROM A SUPPLIER (“SELLER”) ARE SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS THAT ARE AN INTEGRAL PART OF THE PURCHASE ORDER (COLLECTIVELY, THE “ORDER”). THIS ORDER, INCLUDING ANY ATTACHMENTS HERETO, CONSTITUTE THE ENTIRE ORDER BETWEEN SELLER AND BUYER CONCERNING THE SUBJECT MATTER HEREOF AND SUPERSEDES ALL PRIOR OR CONTEMPORANEOUS COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS ORDER AND ALL PAST COURSE OF DEALING BETWEEN THE PARTIES OR USAGE OF TRADE. FURTHER, BROKERS AND SALES REPRESENTATIVES HAVE NO AUTHORITY TO WAIVE, CHANGE OR ADD TO ANY OF THE TERMS AND CONDITIONS COVERED BY THIS ORDER.

  1. ACCEPTANCE OF ORDER; REVISIONS: This Order is not valid unless it bears the signature of a duly authorized representative of Buyer. Orders in excess of [$156 or INR 10,000] must have the approval of a Corporate Officer to be considered valid. Shipment against the Order will constitute Seller’s acceptance of this Order, including all instructions, terms and conditions, specifications and references. No change in the Order, irrespective of the wording of Seller’s acceptance, will be held valid without Buyer’s approval and signature.
  2. CONFLICTING TERMS; PRICE: Any sales confirmation or other document of Seller accompanying this Order or an attachment thereto, or delivered to Buyer to confirm the sale, or part of or accompanying an invoice to Buyer, is for Seller’s internal use only and its terms shall not alter or amend the terms of this Order. All proposed alterations or amendments to the terms of this Order, which may be included in a sales confirmation, or other documents provided by Seller to Buyer are objected to and rejected by Buyer. Buyer shall not be billed at prices higher than those stated on the Order. If prices are higher than specified herein, the difference will be set-off (deducted) against any amount that may become payable by Buyer to Seller under the Order or otherwise
  3. SET-OFFS (DEDUCTIONS): Seller agrees that Buyer shall have the right to set-off against any amounts that may be due Seller under the Order or otherwise. Invoices received against this Order that do not correctly reflect the provisions of the will be corrected by Buyer’s execution of a debit memorandum detailing any overcharges, which will be setoff (deducted) from the invoice amount or any other amount owing to Seller.
  4. DELIVERY; ACCEPTANCE OF PRODUCTS: Delivery or shipment must be made within the time limits specified on the Order. If not, Buyer reserves the right to purchase elsewhere and charge Seller with losses incurred as a result thereof, to cancel the Order or any part thereof, and/or to exercise its other legal rights or remedies. If for any reason delivery cannot be made on the date specified on the Order, Seller shall immediately (i) notify Buyer of the cause for the non-performance and of the anticipated extent of the delay, (ii) reimburse Buyer for any excessive freight costs incurred as a result of late shipment, and (iii) reimburse Buyer for any customer charge backs and any additional labor and material costs incurred by Buyer in fulfilling its contract or commitment with its customers. Buyer shall be deemed to have accepted the Products, and title to the Products and risk of loss shall pass to Buyer, when the Products are inspected and accepted by Buyer at the point of delivery.
  5. TRANSPORTATION; PARTIAL SHIPMENTS: Products shipped under the Order are to be shipped and routed as instructed by Buyer. Any excessive freight charges paid by reason of failure of Seller to comply with such instructions shall be charges to and borne by Seller. All Products ordered shall be delivered in one complete shipment unless otherwise specified in writing by Buyer. Seller agrees to notify Buyer immediately if, for any reason, complete delivery of all Products ordered herein cannot be made in one shipment. Buyer may reject and return any partial shipment of Products, unless specifically authorized by Buyer, and assess Seller freight and handling charges incurred. Excessive freight charges as a result of partial shipments will be borne by Seller.
  6. SELLER’S WARRANTIES: Seller warrants that all Products provided pursuant to this Order shall be of the best quality, merchantable, suitable for the intended purpose, free from defects in workmanship, material or design, and shall conform to the specification set forth in the Order. Seller warrants that the Products as of date of shipment to Buyer are not adulterated or misbranded.
  7. NON-CONFORMING PRODUCTS: Buyer reserves the right, within 60 days after delivery, to reject or revoke acceptance of Products that are found to be defective or do not conform to the requirements of the Order. Payment by Buyer shall not constitute or be evidence of acceptance by Buyer or bar Buyer’s right to revoke acceptance of the Products. Buyer shall have the right to require that such Products be repaired or replaced promptly with satisfactory materials and workmanship or reject and return such Products at Seller’s expense including transportation charges both ways and any handling costs incurred by Buyer.
  8. CLAIMS FOR DEFECTIVE PRODUCTS: Notice of claims for defective or non-conforming Products shall be made promptly after the defect or non-conformity is discovered, but Buyer shall have, at minimum, at least 10 days after date of receipt of the Products to inspect the Products before being deemed to have accepted the Products. Buyer shall not be required to return defective Products prior to replacement but Seller may, at Seller’s option, have an opportunity to verify the defect, provided verification is exercised within the earlier of (i) 30 days of verbal or written notice of claim or (ii) the time period necessary to avoid a failure of performance by Buyer with its customer (as determined by Buyer). If Seller does not undertake the necessary steps to verify the defect within this time period, then Buyer’s determination as to the defect shall be conclusive and binding on the Seller. Seller shall, at Buyer’s option, either repair or replace defective or nonconforming Products at no cost to the Buyer, or give Buyer a full cash refund, including shipping and handling incurred by Buyer. If Seller fails to proceed promptly with the replacement or correction thereof, Buyer may either set-off (deduct) the claim against any amount that may become payable to Seller or charge Seller by statement bearing interest at the rate of 1.5% per month until paid.
  9. PATENTS, TRADEMARKS AND COPYRIGHTS: Seller agrees to indemnify, defend (with legal counsel reasonably acceptable to Buyer), and hold harmless Buyer, and its officers, directors, agents, employees and shareholders, and its subsidiaries and customers, against any and all actual or threatened liability, claim, demand, action, cause of action, suit, loss, damage, injury, expense, cost, settlement, or judgment of any kind or nature arising out of or relating or pertaining to the actual or alleged infringement of any patent, trademark or copyright in connection with the purchase, use or resale of the Products specified in the Order.
  10. COMPLIANCE WITH LAWS AND REGULATIONS: Seller agrees, represents and warrants that the Products comply with all applicable statutes, rules and regulations of the Indian Government or any state or political subdivision thereof, and agrees to indemnify Buyer against any loss, cost, liability or damage by reason of Seller’s violation of any such applicable laws, orders, rules or regulations.
  11. GOVERNING LAW; VENUE: All questions regarding the validity or interpretation of this Order shall be decided according to the laws of India. Buyer and Seller agree that all such matters shall be determined in the Courts of West Bengal and all parties consent to the jurisdiction of such court and agree that such court is the appropriate venue for settlement of such matters.
  12. LEGAL EXPENSES: Should any action, suit or proceeding be instituted by either party relating to the validity or interpretation of this Order, then the prevailing party in such matter shall be entitled to recover from the other party its reasonable attorney’s fees and costs or expenses of litigation incurred in connection with the matter.
  13. INDEMNITY: If Seller, in connection with the performance of this Order, shall send any of its agents or employees onto premises owned or controlled by Buyer, Seller shall (i) provide safety protection for persons and property in accordance with all applicable laws and regulations, and (ii) indemnify and save harmless Buyer from and against any and all liabilities and losses whatsoever (including without limitation cost and expenses in connection therewith) on account or by reason of injury to or death of any person whatsoever or loss of or damage to any property whatsoever suffered or sustained in the course of or in connection with the performance of the work.

14. MISCELLANEOUS: (a) Seller may not assign this Order without the prior written consent of Buyer; (b) this Order is binding upon and inures to the benefit of the parties hereto and their respective agents, successors and assigns; (c) Buyer’s failure to object to any document, communication or act of Seller will not be deemed a waiver of any of these terms and condition; and (d) if any provision of this Order shall be held invalid or unenforceable, the remainder of this Order shall be enforceable as permitted by law.(e) Buyer must submit online Customer Pre-loading Form to avail claims for defective and/or Non-Conforming products

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