1. Applicability of this General Terms and Conditions of Sale
(a) This General Terms and Conditions of Sale (as may be amended from time to time) (“General Terms and Conditions”) shall apply to sale of all products (“Products”) by Sika India Private Limited (“Company”) with respect to any order for Products placed by a buyer (“Buyer”) which has been accepted by the Company subject to such terms and conditions that may be set out in writing in such acceptance and as may be amended by the buyer and the Company on mutually agreed terms in writing (“Order(s)”). By placing the Order(s), the Buyer agrees to be bound by and accept these General Terms and Conditions and hereby agrees to waive any of its own general terms and conditions with respect to the purchase of the Products.
(b) These General Terms and Conditions shall exclusively apply with respect to any Order(s) unless –
(i) The Buyer has signed a separate agreement with the Company which conflicts with these General Terms and Conditions in which case, the terms of such agreement shall prevail.
(ii) Otherwise expressly informed by the Company to the Buyer in writing.
(c) The Buyer shall be informed of the Company's acceptance, if any, of their order(s). It is hereby expressly provided that neither the placement of any order(s) (s) nor the Company's acknowledge of the receipt of order(s) shall constitute or deemed to constitute an acceptance by the Company of the Buyer's order(s).
(d) The Company reserves the right to amend these General Terms and Conditions from time to time at its sole discretion. The Buyer(s) should visit the Website of the Company regularly to review any updates to the General Terms and Conditions.
2. Offer and Acceptance
Any quotations given by the Company are not binding offers and must be seen as an invitation to offer to Buyer. Any transaction/ Order(s) between the Buyer and Company shall be governed by this General Terms and Conditions (“Contract”).
3. Prices
The Products price and other terms, if any, will be conveyed by the Company while accepting the Order(s). If the prices for the Products or the terms of payment are altered between the date of Contract and dispatch, the Company shall inform the same to the Buyer(s) in advance and the Buyer shall be entitled to withdraw from the Contract by giving notice to the Company within Fourteen (14) days after notification of such price increase.
4. Technical Literature/Advice
Any technical literature / advice with respect to the Products issued by the Company are given to the best of the Company's knowledge and based on the Company's research and experience. Any such technical literature / advice shall not create any liability of the Company and shall not relieve the Buyer from undertaking its own investigations and diligence with respect to the Products.
5. Compliance
(a) The Buyer represents, warrants and undertakes to comply with all applicable law, rules, regulations or polices with respect to the acceptance, handling, storage and use of the Products. Further, the Buyer shall instruct any party dealing with the Products, the proper and safe methods with respect to the acceptance, handling, storage and use of the Products including their use with other products as may be required.
(b) If the Buyer believes any technical literature with respect to a Product is inaccurate or insufficient for any purpose, the Buyer shall immediately inform the Company of the same.
(c) The Buyer shall hold harmless, defend, protect and fully indemnify the Company, its directors, officers, employees, contractors from and against any and all claims, causes of action, damages, fines, penalties or losses, including all legal and attorney fees, which directly or indirectly results from the Buyer's breach of any of the terms and conditions of the Contract.
6. Delivery Terms
(a) The delivery shall be effected on such terms as agreed in the Contract. Further, the Products once delivered to the Buyer cannot be returned except for any damaged Products and/or any claims of manufacturing defects which has been notified to the Company within One (1) week of receipt of the Products and which are substantiated by a third party testing laboratory appointed with the consent of the Company. The Buyer hereby acknowledges that the Company's responsibility with respect to the Products shall cease on the delivery of the Products to the Buyer/ its representative or common carrier as may be agreed under the Contract.
(b) It is hereby expressly provided that the Buyer is responsible for compliance with all laws and regulations regarding the storage and use of the Products unless expressly agreed otherwise by the Company.
(c) Any notice of claims with respect to non-delivery, shortage or damage of the Products in transit must be lodged by the Buyer with the carrier in accordance with the contract of carriage and the Company shall be provided with a copy of the same within Fifteen (15) days of the receipt of the consignment thereof.
7. Payment
(a) Cheques, Pay Orders, Demand Drafts and E-Payments must be drawn/ transmitted in favour of Sika India Private Limited and will be deemed to be accepted only on the clearance of such Cheques, Pay Orders, Demand Drafts and E-Payments.
(b) Non-payment of purchase price within the due date by the Buyer shall constitute a fundamental breach of the Contract and if such payment is delayed, interest at the rate of Eighteen Percent (18%) per annum will be charged by the Company from the due date until the date of realization of payment in full. It is hereby expressly provided that the Products shall remain the property of the Company till the purchase price of such Products has been paid in full.
8. Product Quality and Warranty
(a) There are no express warranties or implied warranties of any kind with regard to the Products sold by the Company including any warranty of merchantability or fitness for a particular purpose, unless otherwise expressly stated by the Company.
(b) No Warranty is made by the Company with respect to:
(i) Any defectively manufactured product(s), for which notice has not been given by the Buyer to the Company within One (1) Week from the receipt of such Products.
(ii) Failure of the Product(s) due to misapplication, lack of proper maintenance, abuse, improper installation, failure to follow the Company's technical literature or instructions, abnormal conditions of temperature, moisture or dirt, chloride concentrations or other conditions beyond those specified in the Company's technical literature or damage to the structure to which it is applied due to aforesaid causes.
(iii) Failure of the Product(s) due to improper design by the engineer or architect. The Company shall not be liable for any expenses of the Buyer incurred in an attempt to correct any allegedly defective Product without first obtaining written permission from the Company authorizing the correction(s) within cost perimeters agreed between the Company and the Buyer. The Company shall not be liable for any special, indirect, incidental or consequential damages including without limitation to any damages with respect to loss of profits, expenses, loss of production, damage to property, or any other indirect damage or loss of any kind towards the Buyer.
(c) The Company shall not be responsible and / or liable for the use of the Products in a manner to infringe on any patent or any other intellectual property rights held by any third party.
9. Maximum Liability
It is expressly provided and agreed that Company's total liability (if any) to the Buyer or any person or party bringing a claim with respect to the Contract shall not exceed the total value of the Products purchased under such Contract.
10. Taxes
(a) Goods and Service Tax (including CGST, SGST, IGST, UTGST and Cess) and any other applicable taxes, levies, etc. charged in this invoice are as per the current prevailing rates to the best of the Company's knowledge and information. Any variation in the levy of GST and/or other taxes shall be charged to Buyer's account.
(b) In case the Buyer is eligible for any exemption or lower rate of tax, it shall be the sole responsibility of the Buyer to provide the requisite details / documents / declarations or undertake any prescribed compliances for the purpose of tax exemptions / lower tax rates to the Company before the delivery of the Products by the Company. In the absence of the aforesaid, no tax exemption/ lower rates would be extended/granted by the Company.
11. Force Majeure
Any incident or circumstances beyond the control of the Company including but not limited to act of god, wars, invasions, act of foreign enemies, epidemic, blockade, embargoes, terrorism, strikes, earthquakes, lock-outs, shortage of raw materials and energy, obstruction of transportation, breakdown of manufacturing equipments / machinery, destruction of facility, fire, explosion, flood or acts / orders / restrictions of government, shall relieve the Company from its obligations under the Contract to the extent the Company is prevented from performing such obligations. If the aforementioned occurrences last for a period of more than three (3) months, the Company is entitled to withdraw from the Contract without any right for compensation to the Buyer.
12. Assignment
The Buyer hereby acknowledges and agrees that the Company shall at its discretion have the right to assign / transfer its obligations under the Contract to any third party with prior notice to the Buyer.
13. Documentation
The Company has the right to raise invoices from any location where it situated. Further, the Company shall raise the invoice to the relevant office / location as stated in the Order(s) raised by the Buyer and it shall be the Buyer's responsibility to intimate any changes to its relevant office / location. Further it is expressly provided that such change shall be effected prospectively. It is further provided that the Buyer shall hold harmless, defend, protect and fully indemnify the Company with respect to any demand raised on the Company (Tax or otherwise) due to the failure of the Buyer to provide its correct address.
14. Jurisdiction
It is hereby expressly provided that all Invoices under the Contract are processed in the Company's corporate office and any dispute arising out of or in connection with the Contract shall be subject to the exclusive jurisdiction of the appropriate Courts in Mumbai.