This supplier agreement will be governed by and construed in accordance with the law, and any disputes Relating to this supplier agreement will be subject to the jurisdiction of the arbitrator (mumbai).
No claims, representations or warranties, whether express or implied, are made by our companies as to the safety, reliability, durability and performance of any of our companies' products. Furthermore, our company accepts no liability whatsoever for the safety, reliability, durability and performance.
Under no circumstances shall company or its affiliates be liable for any indirect, incidental, consequential special or exemplary damages arising out of or in connection with your use of services or items purchased or inability to use items purchased. If any part of this agreement, documents are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitation set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
These Sales Order ("SO") Terms and Conditions ("Agreement") are the exclusive contract between Leebo Metals Private Limited / Omega Rolling Mills Private Limited ("Company / Seller") and you ("Customer / Buyer") in respect of the Order Confirmation ("OC") raised by the Company. This Agreement shall not be altered, amended, nor waived except in writing signed by both the parties. If any provisions of any purchase order or other writings are different from or are otherwise in conflict with this Agreement, this Agreement shall prevail and the terms contained in any purchase order or other writings are expressly rejected by the Company.
QuotationCompany reserves the right to modify or withdraw the quotation at any time prior to its acceptance by the customer.
Prices are Ex-works. Packing, Forwarding, Tooling Cost and all other charges are payable by the Customer unless otherwise as agreed by both the parties.
Supply And Specifications Of MaterialThe Company shall supply the materials to the Customer in accordance with specifications stated by the Company or as may be mutually agreed.
The Company’s standard method of analysis for testing against specifications at the time of dispatch shall prevail in the event of absence of another mutually agreed method of analysis set by the parties, in writing.
PaymentThe price of the materials shall be the price set out in the accepted purchase orders raised by the customer.
In case of delay in payment by the Customer, interest will be charged by the Company from the due date of the invoice till the date of receipt of payment as per order confirmation.
Any additional expenses incurred by the Company on account of delay by the Customer to accept / collect the delivery of shipment shall make the Customer liable to indemnify the Company for all the charges incurred by the company.
Transportation And DeliveryThe Customer agrees that the delivery date(s) mentioned in the OC are indicative in nature and the Company shall make best efforts to deliver as per those dates.
A delay or interruption or failure of the Company to supply any material that is attributable to an event of Force Majeure Event shall not be considered as breach of the Agreement by the company.
The Company shall retain the title to the delivered materials under an Order till the purchase price has been paid in full.
The Company shall not be obliged to insure the goods against damages during transportation. The Company shall be permitted to make partial deliveries under an Order. The risk shall be transferred to the Customer at the latest when the goods are handed over to the carrier, freight forwarder or otherwise to third parties in order to fulfil their dispatch or as per the agreed Incoterm/delivery terms. Wreckage or damage to the materials after transfer of risk to the Customer does not release it from its obligation to fully settle the invoice for the purchase price.
LD clause will not be acceptable by the company.
Inspection And DefectsIn case the Customer wishes to have an independent/third party inspection of the materials, such inspection shall be arranged by the Customer at its own cost.
Customer shall inspect materials & notify within 7 days of receiving a shipment of any defects/Shortfall, etc. (Notice must include invoice details and sample).
Company shall replace confirmed non-conforming materials at their own cost.
Company shall not be obligated to replace if proper notice is not given or materials is mishandled or after the Customer has used it for its operations.
RemediesThe Company’s liability for non-conforming materials is exclusively limited, at Company’s option, to replacement of the non-conforming materials or refund of the purchase price of such materials.
ConfidentialityThe parties hereby agree that they will keep this engagement strictly confidential and all the details relating thereto i.e. including but not limited to technical, manufacturing, logistic and procurement information, information regarding the parties customers, processes and present and future business plans of the disclosing party and any other information expressly marked as "confidential" that is disclosed to the receiving party during the term of this Agreement ("Confidential Information"). The parties shall not disclose any Confidential Information of the other Party to any third party.
Not with standing the foregoing, the receiving party is entitled to disclose confidential information if and insofar as required by law, regulation, rule or order of any governmental body or court having jurisdiction over either party or the subject matter of the confidential information, provided that the disclosing party is given written notice of any such requirement without undue delay.
The receiving party agrees to use the confidential information only for purposes related to the performance of this engagement and not for any other purposes. The confidentiality obligations set forth herein shall survive for a period of three (3) years from the date of order.
Governing LawThis Agreement shall be governed by and construed and shall take effect in accordance with law of Republic of India.
Settlement Of DisputesAmicable Resolution
In the event of any dispute, controversy or claim ("dispute"), arising out of or in connection with this engagement, or order including any question regarding its existence, validity, interpretation, execution, interruption or termination, either party may notify within a period of 7 (seven) days such dispute to the other party and the parties shall make every effort to resolve the dispute amicably within a period of thirty (30) days after the said notification is issued.
Arbitration
In the event the parties cannot resolve any such dispute, controversy or claim, then such dispute, controversy or claim shall be finally settled under (indian) arbitration and conciliation act, 1996 by a bench of three (3) english speaking arbitrators. One arbitrator each shall be appointed by each party to the dispute and the third arbitrator shall be appointed by these two arbitrators.
The seat of Arbitration shall be Mumbai.
The decision of the arbitral tribunal shall be final and binding on both parties and the parties agree and undertake to carry out any decision or award of the arbitrator relating to such dispute without delay. The arbitral award shall be substantiated in writing.
Each party shall bear and pay its own costs and expenses in connection with the arbitration proceedings unless the arbitrators direct otherwise.
Cancellation By CustomerIn case the company receives a cancellation notice from the customer within a reasonable time of placing a purchase order and the order has not been processed by the company, the customer may opt to cancel the order on payment of then applicable cancellation charges including price difference if any. However, if an order has been processed and is ready to be shipped out, the customer shall not be entitled to cancel the order and shall be liable to make complete payment in respect of the same irrespective of whether or not the customer has collected the materials from the place of delivery.
