Applicable Terms of Orders
Each Order shall constitute a separate contract between you and us, incorporating the provisions of these Terms and Conditions. Unless expressly agreed otherwise in writing, these Terms and Conditions are the only terms and conditions upon which we shall supply the Products to you and shall apply to the exclusion of all other terms and conditions including any terms and conditions which you purport to apply (for example, on any purchase order or other form).
All samples, drawings, descriptive and illustrative matter and advertising issued or published by us whether in catalogues, brochures, websites, other promotional material or otherwise are for the sole purpose of giving an approximate idea of the relevant Products.
We shall deliver the Products to you at the address in the order. Delivery of the Products shall be deemed to occur when they arrive at the delivery address.
Risk of damage to or loss of the Products shall pass to you on Delivery. We will continue to have lien on material(s) invoiced/delivered till the date that invoice remains unpaid.
Until ownership of the Products has passed to you, you shall.
- Hold the Products on a fiduciary basis as our bailee;
- Store the Products (at no cost to us) separately from all other goods of yours or any third party in such a way that they remain readily identifiable as our property.
- Maintain the Products in the condition in which they were supplied.
We shall be entitled to recover payment for the Products (including by way of court action) notwithstanding that ownership of any of the Products has not passed from us.
You grant us, our agents, employees and sub-contractors an irrevocable licence at any time to enter any premises where the Products are or may be stored in order to inspect them, or, where your right to possession, use and resale has terminated, to recover them.
Our rights contained in this Clause shall survive expiry or termination of the relevant Order or the Agreements however arising.
We shall be entitled to invoice you for each Order as specified in the Confirmation and you shall pay the price for the Products to us in accordance with this Clause. Each invoice shall set out the prices payable and the due date for payment shall be 14 days after the invoice date unless expressly agreed in writing otherwise.
All prices are exclusive of carriage and delivery costs which shall be payable by you in addition to the price.
All prices and any other amounts paid or payable pursuant to any Order or these Terms and Conditions are exclusive of Goods and Service Tax (if applicable). "Goods and Service Tax" means any applicable national, federal, state and local sales, use, value added, services, goods and services, turnover and other similar or corresponding taxes, fees and surcharges or equivalent indirect tax imposed in any other jurisdiction. If Goods and Service Tax is so chargeable, you must pay to us or otherwise account for and pay to the relevant taxing authority (as the case may be) an amount equal to the Sales Tax chargeable in addition to the prices or such other amounts due, subject (where applicable) to receipt of a valid Goods and Service Tax invoice from us for the amount of Goods and Service Tax chargeable in addition.
You shall pay all amounts due under any Order or these Terms and Conditions in full Order or these Terms and Conditions in full without any deduction or withholding except as required by law. Without limiting the foregoing, in the event that payment of any sums due to us from you becomes subject to any deduction or withholding in respect of or on account of tax, you shall pay to us such additional sum as may be required in order that the net amount actually received and retained by us (after such deduction or withholding has been made) shall be equal to the full amount that would have been received and retained by us had no such deduction or withholding been required to be made.
You agree to pay and to indemnify and hold us harmless from, any tax levied upon the purchase, provision, importation, exportation and/or delivery of the Products or provision of services related thereto and/or related to the performance of obligations or exercise of rights under any Order and/or these Terms and Conditions and you shall take all necessary steps to comply with and/or co-operate with us in respect of compliance with and/or completion of any administrative filing, record-keeping or reporting obligations in relation to the foregoing.
Your Purchase Limit shall be fixed by us, based on your past purchase / payment pattern. The Purchase Limit allowed can be suitably modified or withdrawn by us anytime at our sole discretion. We can block your Credit Limit in case the account is operating above the approved Credit Limit / Credit Days or in case there are unpaid Invoices which are due for Payment on the Date of Execution of the order. Any invoice unpaid on the due date will be treated as overdue.
You shall pay us by any payment method as follows.
- Online payment on VYTL Application by Payment Gate
- Account's payee Cheque or Bank Draft in our favour
- RTGS/NEFT Transfer can be made to the Bank Account of the company.
Cheque Returns.
- The Company shall debit an amount of Rs.500/- as Service Charges, in case any of the cheque is returned unpaid.
- The Company shall block the credit facility allowed (if any) in such cases. The Credit facility shall be restored ONLY after the payment of the returned cheque has been made along with the service charge of Rs.500/-.
- In case three cheques are returned unpaid within a period of 6 months, the cheque payment facility given to the dealer may be withdrawn with immediate effect.
If you are late in paying any part of any monies due pursuant to any Order, we may (without prejudice to any other right or remedy available whether under these Terms and Conditions, any other agreement between the parties or otherwise) do any or all of the following:
- Charge interest on the amount due but unpaid at a rate of 24% per annum from the due date until payment (after as well as before judgment), such interest to run from day to day and to be compounded monthly; and/or
- Suspend the performance of our obligations under these Terms and Conditions or any Orders until payment in full has been made.
Dealers are advised to ensure that either they themselves or only their authorized persons receive the ordered goods and sign our Challan / Invoice as a token of acknowledgement of the Goods delivered.
Discrepancies in the Goods ordered (if any) MUST be notified to the local Branch Office within 24 Hours. All Debit and Credit Notes will be mailed from our office to the dealers directly. Under normal circumstances all Debit and Credit notes issued will be adjusted in the subsequent invoice.
The responsibility of the seller does not ensure any liability of damages or loss to the material in the transit.
The consignment will be dispatched in our usual packing and unless otherwise specified for which extra charges if any, will be on the buyer's account. In case the delivery of the goods are suspended or delayed by the buyer, he shall pay any increase in prices that may take place prior to the date of actual despatch of goods.
The quantity of this order is subject to variation 5% on either side to permit proper packing.
Force Majeure
"Force Majeure Event" means an event the occurrence of which is beyond the reasonable control of either party, including an Act of God, war, explosions, fires, floods, Act of God, war, explosions, fires, floods, tempests, earthquake, insurrection, acts of terrorism, riot, civil disturbance, rebellion, strike, lock-out or labour dispute but not a strike, lock-out or labour dispute involving customer or any of customer's affiliates.
If a Force Majeure Event occurs which prevents a party (the "Affected Party") from performing any of its obligations to the other (the "Other Party"), the Affected Party shall not be liable to the Other Party and shall be released from its obligations to the extent that its ability to perform such obligations has been affected by the Force Majeure Event.
The Affected Party shall promptly notify the Other Party of any Force Majeure Event and provide an estimate of its likely impact and duration. If the impact of the Force Majeure Event upon the Affected Party prevents it from performing a substantial part of its obligations under any Order for a period of 60 consecutive days, the Other Party may, by giving no less than14 days’ written notice, terminate that Order (in respect of all or some of those Products which have been affected by the Force Majeure Event) with immediate effect and without liability to the Affected Party. No damages, losses, costs or expenses shall be payable by the Affected Party to the Other Party in relation to any non-performance or termination resulting from a Force Majeure Event.
This Clause III shall not apply to any payment obligations under these Terms and Conditions or any Order.
