All goods and services procured by Electronics Mart India Limited (“the Buyer”) shall be in accordance with the following terms and conditions, unless otherwise stated, in writing:
ACCEPTANCE: This Purchase Order is Buyer’s offer to Seller and shall become a binding contract on the terms and conditions set forth upon the earlier of (i) Seller’s acknowledgement or (ii) by Seller’s full or partial performance under this Agreement.
COMPLETE AGREEMENT: This Purchase Order and the terms and conditions herein shall constitute the complete agreement between the parties and may not be altered or modified except in writing duly executed by each party.
CHANGES: Buyer at any time shall have the right to make changes to its order, including, without limitation, in the quantities, specifications or delivery schedule. Any such change, which has a significant impact on Seller’s time or cost of performance, shall entitle either Seller or Buyer to an equitable adjustment. However, no additional charge will be allowed unless authorized by Buyer's written consent. Information, such as technical direction or guidance provided to Seller by representatives of the Buyer in connection with the Seller’s performance of this Agreement, shall not be construed as a change within the meaning of this provision of the Agreement.
CANCELLATION: Buyer reserves the right to cancel this Purchase Order in whole or in part upon written notice to Seller, without liability to Buyer for any claims of the Seller. Cancellation shall not have the effect of waiving damages the Buyer might otherwise be entitled to.
NO PUBLICITY: Seller shall not, without first obtaining the written consent of Buyer, in any manner advertise, publish, or disclose the fact that Seller has contracted with Buyer to furnish the goods / services herein ordered nor any of the details connected with this Purchase Order to any third party except as herein specified and except as may be required to perform this Purchase Order.
DELIVERY: TIME IS OF THE ESSENCE for delivery to Buyer hereunder. Seller shall promptly provide written notification to Buyer of any possible or actual delay in performance hereunder and shall provide all relevant information concerning the cause for such delay. In no event, however, shall such notice relieve Seller of its obligations under this Purchase Order. Deliveries shall be strictly in accordance with the schedule set out or referred to in the Purchase Order and in the exact quantities ordered. In no event shall Buyer be liable for any excess goods shipped by Seller. Buyer reserves the right at Seller’s expense to return goods shipped not in accordance with Buyer’s order set forth on the face hereof.
WARRANTY: Seller warrants and guarantees that its goods and services (a) will comply with all relevant specifications and will be of comparable quality as all samples delivered to Buyer, if any, and (b) shall reference true weights, measures, sizes, legends or descriptions printed, stamped, attached or otherwise indicated and comply with all applicable laws, rules, regulations, ordinances, codes and or standards in accordance with applicable laws and regulations.
NON-CONFORMANCE: Goods not conforming to the requirements of this Purchase Order may be rejected, at Buyer’s sole option. All costs with respect to the rework, repair, replacement or refund of the nonconforming goods, including packing, packaging and freight charges, shall be at the Seller’s expense as deemed equitable under the circumstances.
PROPRIETARY RIGHTS: Seller agrees that Buyer’s designs, specifications, formulas, and manufacturing information are Buyer’s sole proprietary data and shall not be disclosed to others or utilized for purposes other than those intended hereunder. Seller shall return all proprietary data and copies thereof to Buyer upon completion of Seller’s obligations hereunder or upon Buyer’s request at any earlier time.
RIGHT-OF-ACCESS: Buyer reserves the right to verify purchased goods at Seller’s premises. Further, Buyer shall have the right to inspect Seller’s work hereunder during normal business hours to ensure that all relevant standards and specifications are met. Buyer’s inspection does not absolve Seller of the responsibility for the quality of goods, and shall not preclude subsequent rejection by Buyer.
PACKING & SHIPPING: No change shall be allowed for handling, packing, crating, drayage or storage without written permission of Buyer. Goods shall be packaged in a method to preserve and protect from damage and/or degradation. All goods are to be suitably prepared for shipment by Seller in accordance with acceptable commercial practices. Seller shall cause the goods to be labelled to conform to all requirements of applicable laws. Seller shall identify Buyer’s purchase order number on Seller’s invoice, packing list, bill of lading or on any packages. Seller shall attach an invoice to all shipments, in addition to forwarding a copy of such invoice to Buyer.
HAZARDOUS MATERIALS: Seller shall notify Buyer in writing upon acceptance of this Purchase Order if goods furnished are subject to laws or regulations relating to hazardous or toxic substances, or when disposed of, to regulations governing hazardous wastes, or any other applicable environmental, health, or safety laws or regulations. Instruction for handling, warnings, and material safety data sheets shall be provided with each shipment.
TAXES: The Seller undertakes to comply with all tax laws (Including filing returns and making payments to Government within the stipulated timelines) relating to the transaction and shall provide all documentation required under the relevant laws to the Buyer. The buyer reserves the right to withhold any payments under this purchase order or from any other dues owing to the seller for any infringements by the Seller that cause a loss to the Buyer. In case the buyer is unable to withhold payment, the Seller shall forthwith reimburse the Buyer upon the Buyer making a claim along with the relevant documentary evidences.
PAYMENT: Buyer shall remit payment to Seller within sixty (60) days of Buyer’s receipt of Seller’s invoice. Payment by Buyer hereunder shall not be deemed an acceptance of the goods, or work, performed hereunder by Seller.
TITLE: Seller warrants full and unrestricted title for all goods and/or related services furnished by Seller hereunder, free and clear of any and all liens, restrictions, reservations, security interests, and encumbrances. Care, custody and control of such goods remains with Seller until such time as Buyer takes physical possession or otherwise agrees in writing.
PATENTS: Seller warrants that the manufacture, use and/or sale of the goods provided does not infringe any claims of any patent, trademark, trade name, copyright or other property right of any third-party. Seller agrees to defend, indemnify and hold the Buyer (and its representatives, employees, officers, directors, affiliates, and customers) harmless from any and all claims, demands, actions, damages and liabilities (including attorney’s fees) involving the infringement of any patent, trademark, copyright or other intellectual property right, or the misappropriation of any trade secret of any third party, by reason of the manufacture, use, or sale of said goods or services by Buyer.
INDEMNITY & INSURANCE: Seller agrees to defend, indemnify and hold the Buyer (and its representatives, employees, officers, directors, affiliates and customers) harmless from all claims, demands, actions, damages, and liabilities (including reasonable attorney’s fees) arising out of any injury (including death) to any person or damage to any property in any way connected with the goods or services provide to Buyer hereunder, or any act or omission of Seller, its agents, employees, or subcontractors. Seller agrees to maintain Comprehensive General Liability and Product Liability insurance, including property damage coverage, in an amount and form satisfactory to Buyer. Upon request, Seller agrees to provide Buyer with certificates evidencing that such insurance is being maintained.
COMPLIANCE WITH LAWS AND CODE OF CONDUCT: Seller, in its performance hereunder, shall comply with all applicable laws, regulations, codes, standards, ordinances and orders. The Code of Conduct for suppliers of the Electronics Mart India Limited shall apply to these Terms and Conditions.
ASSIGNMENT: Seller shall not assign this Agreement or any rights hereunder without the prior written consent of Buyer. Any attempted assignment without such written consent shall render this Agreement null and void.
WAIVER: No failure to exercise, and no delay in exercising, on the part of Buyer any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege hereunder preclude further exercise of the same right, power or privilege.
VALIDITY OF PROVISIONS: In the event any provision or any part or portion of any provision of this Purchase Order shall be held to be invalid, void or otherwise unenforceable, such holding shall not affect the remaining part or portions of that provision, or any other provision hereof.
FORCE MAJEURE: Neither Party shall be in breach of its obligations under this Agreement (other than payment obligations) or incur any liability to the other Party for any losses or damages of any nature whatsoever incurred or suffered by that other (otherwise than under any express indemnity in this Agreement) if and to the extent that it is prevented from carrying out those obligations by, or such losses or damages are caused by, a Force Majeure Event.
JURISDICTION AND DISPUTES: It is agreed that all disputes arising in respect of this order shall be decided by a competent court in Hyderabad.
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