Issue date of Conditions: October 2016
All prices for Supplies provided by the Company are in INR and are exclusive of all central, state or local tax or other governmental charge or assessment relating to the production, sale or shipment of any Supplies, unless expressly provided otherwise, including but not limited to sales tax, including central and state sales tax and value added tax, octroi duty, service tax, education cess (and any other regulatory levy that may become applicable to the Company or to the Supplies from time to time) and other duties and taxes and any applicable transport and handling charges which will be added at the time of despatch and shall be payable by the Customer. The Company has used all reasonable endeavours to ensure that prices for the Supplies are accurately set out in the Catalogue but these prices are not binding and the Company reserves the right to change its prices without notice at any time. Prices charged will be those prevailing when an order is accepted. Where Supplies are to be made in instalments (referred to in these Conditions as "Scheduled Delivery"), the prices of Supplies to be delivered within 90 (ninety) days of the date of order will be those applicable at the time of despatch of the first batch of Supplies. Where Scheduled Delivery may continue over a period of 90 (ninety) days or more from the date of order, the Company reserves the right to increase prices to those applicable at the date of despatch but will use all reasonable endeavours to ensure that the applicable prices are accurately set out in the Catalogue. Additional services or any customisation of the Goods requested by Customer shall be charged at the price quoted in writing by the Company.
The Company’s standard documentation is a single invoice and a single despatch note. The cost of additional copies or of any other documents is not included unless specified on the Company’s quotation or pro forma invoice. The Company reserves the right to charge for copy invoices or where the original has been lost or misplaced by the Customer. The Company will quote for such charges if details are given at the time a quotation is requested. Such charges will be detailed separately.
When credit terms have been approved, payment is due not later than 30 (thirty) days of the Company's invoice, without any deduction, set off or withholding whatsoever. Time for payment shall be of the essence. If the Customer fails to make payment by the due date then, without prejudice to any other right or remedy, the Company shall be entitled to :
(a) : cancel the order or suspend any further deliveries or performance;
(b) : appropriate any payment made by the Customer to such of the Supplies (or the Supplies made under any other contract) as the Company may think fit
(c) : charge interest (both before and after any judgment) on the amount unpaid at the rate of 18% per annum until payment is made in full (a part of a month being treated as a full month for the purpose of calculating interest).
The Company reserves the right to charge for copy invoices or where the original has been lost or misplaced by the Customer. If legal action is taken to recover monies due to the Company the Customer shall reimburse to the Company all legal and other costs and expenses incurred by the Company in such recovery.
The Customer should complete the credit application form that is enclosed in the Catalogue or available on request. Any credit limit granted to the Customer shall at all times be discretionary and may be reduced, suspended or withdrawn at the discretion of the Company at any time without prior notice (although notice will be given to the Customer thereafter).
Commercial Credit Accounts are only available to bodies corporate and not to individuals.Non-bodies corporate may purchase goods by cash, cheque, bank transfer, NETS, Amex, Visa or Mastercard credit cards on the Company’s website or by telephone.
Please note that the Company will not be responsible for or bear any bank charges or commissions on transactions. All documentary credits must be marked that all such charges or commissions are for the Customer’s account.
The Company reserves the right to decline to trade with any company or person or to accept orders for Supplies in part. To avoid duplication, any written confirmation of telephone orders sent must be clearly marked "Confirmation only". The Company will not accept liability for orders not so marked and duplicate orders will be charged accordingly.
The Company does not impose any minimum order requirements on orders to be charged to a credit account with the Company. Orders for certain Goods, in particular Goods which are not in Catalogue or are non-stock items, may be subject to a minimum order quantity or value which the Company will use its reasonable endeavours to notify to the Customer prior to accepting its order.
Once accepted, no order may be cancelled or reduced without the prior written agreement of a director of the Company. Without limiting the generality of this, orders for Goods which are not in-catalogue, non-stock items, sourced from Newark, consists of computer products or software, contain any hazardous substances and/or are consumable items, may not be cancelled.
Orders for Goods are usually accepted by the Company by despatching the Goods provided, however, that despatch will not be acceptance where the price for the Supplies has been incorrectly quoted or referenced by the Customer in its order.
Orders for Goods are accepted by the Company by despatching the Goods provided, however, that despatch will not be acceptance where the price for the Supplies has been incorrectly quoted or referenced by the Customer in its order.
* Please take note that there is a delivery charge of INR 200 for orders below INR 7000.
INSPECTION, DEFECTS AND NON DELIVERY
The Customer must inspect the Supplies as soon as practicable after delivery, or in the case of Services, performance, and, except as set out in Condition 14 and/or 15 below, the Company shall not be liable for any defect in the Supplies incomplete or failed delivery, shortage of weight or quality of Supplies unless written notice is given to the Company within 7 days of delivery. The Company does not write software comprised in the Goods and it is the Customer's responsibility to check for the presence of computer viruses before such Goods are used. If the Customer receives a damaged parcel, the Customer should take photographs of the parcel to confirm the damage and notify the Company immediately prior to opening the parcel.
The quantity of any consignment of Goods as recorded by the Company upon despatch from the Company's place of business shall be conclusive evidence of the quantity received by the Customer on delivery, unless the Customer can provide conclusive evidence to the contrary. The Company will not be liable for any non-delivery of Goods or non-performance of Services unless written notice is given to the Company within 7 days of the date when Goods should have been delivered or the Services performed in the ordinary course of events.
Any liability of the Company for non-delivery or non-performance or for Goods notified as defective on delivery or Services notified as defective following performance in accordance with this Condition 8 will be limited to, at the Company’s option, replacing the Goods or re-performing the Services within a reasonable time or to refunding the price then paid in respect of such Supplies
All specifications, drawings, illustrations, descriptions and particulars of weights, dimensions, capacity or other details including, without limitation, any statements regarding compliance with legislation or regulation (together “Descriptions”) wherever they appear (including without limitation in this Catalogue, on despatch notes, invoices or packaging) are intended to give a general idea of the Supplies, but will not form part of the Contract. If the Description of any Goods differs from the manufacturer's description, the latter shall be deemed to be correct. The Company shall take all reasonable steps to ensure the accuracy of Descriptions but relies on such information, if any, as may have been provided to it by its suppliers and to the fullest extent permitted by law excludes all liability in contract or tort or under statute or otherwise for any error in or omission from such Descriptions whether caused by the Company's negligence or otherwise. The Company may make changes to the Supplies as part of a continuous programme of improvement or to comply with legislation.
RISK AND OWNERSHIP
The risk of damage to or loss of Goods will pass to the Customer when the Goods are unloaded from the Company's carriers at the Customer's premises or when Goods are received by the Customer or its representative, whichever is earlier. Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due from the Customer to the Company on any account whatsoever.
Until ownership passes to the Customer, the Customer must hold the Goods on a fiduciary basis as the Company's bailee, insure the Goods against all usual risks to full replacement value, not pledge or allow any lien, charge or other interest to arise over Goods, and store each delivery of Goods separately, clearly identified as the Company’s property and in a manner to enable them to be identified and cross referenced to particular invoices where reasonably possible. The Customer may use or sell Goods in the ordinary course of business, provided that the Customer will be agent for the Company in any sale if Goods are sold. However any such agency will only extend to the obligation to account for proceeds. The Company will not be bound by any contract between the Customer and the Customer’s purchaser. The Customer must account to the Company for that part of the proceeds of any such sale which equates to the price of the Goods and shall hold that amount in a separate bank account on trust for the Company. The Customer will hold on trust for the Company in a separate bank account any insurance monies received by the Customer for Goods owned by the Company.
The Company’s rights as an unpaid seller will not be affected by the Company retaining title to Goods under this Condition 10.
If payment is not received in full by the due date, or the Customer becomes bankrupt, passes a resolution for winding up or a court shall make an order to that effect, or a receiver is appointed over any assets or the undertaking of the Customer or an execution or distress is levied against the Customer, the Company shall be entitled, without previous notice, to retake possession of the Goods and for that purpose to enter upon any premises occupied or owned by the Customer.
If the Goods are mixed, processed or used so that they lose their identity or are irrevocably incorporated in, mixed with or applied to other goods to make another item, then ownership of the Goods will pass to the Customer, however a portion of proceeds of sale of any such item equivalent to the cost for the unpaid Goods remains in trust for the Company until payment for the Goods is made in full.
This Catalogue remains at all times the sole and exclusive property of the Company.
No Goods may be returned other than with the prior agreement in writing of the Company. Prior to returning any Goods to the Company for any reason, the Customer must contact the Company to obtain a return material authorisation number ('RMA'). All Goods are returned at the Customer's risk and expense and should be undamaged by the Customer and in their original packaging. The Customer is responsible for returning Goods to the Company and for providing proof of delivery of such return. Appropriate precautions must be taken in respect of Goods classed and identified as 'static sensitive'.
Any Goods returned as 'unwanted' or 'incorrectly ordered' may at the discretion of the Company be subject to a restocking fee of 40% of the invoice value of the Goods (subject to a minimum charge of INR 2000 (Indian Rupees two thousand only)).
The Company expressly reserves the right (without limiting its discretion under this Condition 11) to refuse the cancellation of any order for or return for credit of Goods supplied by the Company which are not in the Catalogue, are notified by the Company to be not-in-catalogue Goods, non-stock items, are sourced from Newark, consist of computer products or software or contain any hazardous substances. Consumable items are non-returnable.
PERFORMANCE AND FITNESS FOR PURPOSE
Subject to Condition 12 :
(a) : Unless any performance figures, tolerances or characteristics have been specifically and expressly warranted by a director of the Company in writing, the Company accepts no liability for any failure of the Supplies to comply with such criteria, whether attributable to the Company's negligence or otherwise; and
(b) : ii. The responsibility for ensuring that Supplies are sufficient and suitable for a particular purpose is the Customer's unless specifically stated in writing by a director of the Company.
Any advice or recommendation given by an employee of the Company which is not confirmed in writing by a director of the Company is acted on entirely at the Customer's risk and the Company shall not be liable for any such advice or recommendation which is not so confirmed. Except as set out in Condition 15, the liability of the Company to the Customer, should any warranty, statement, advice or recommendation confirmed in accordance with this Condition 13 prove to be incorrect, inaccurate or misleading, will be limited to the refund of the price paid for the Supplies or, at the Company's option, the supply of replacement Supplies which are sufficient and suitable.
The Company will endeavour to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer of Goods.
In addition, the Company will, free of charge, repair or, at the Company's option, replace Goods or, in the case of Services, re-perform Services which are proved to the reasonable satisfaction of the Company, to be damaged or defective due to faulty materials, workmanship or design for a period of 01 (one) month after the date of despatch of the Goods or performance of the Services. Software programs are supplied on the strict understanding that the Company does not warrant their function to be free from defects or error.
This obligation will not apply: :
(a) : if the defect arises because the Customer has altered or repaired such Goods without the written consent of the Company;
(b) : because the Customer did not follow the manufacturers' instructions for storage, usage, installation, use or maintenance of the Goods;
(c) : if the Customer has failed to notify the Company of any defect in accordance with Condition 8 where the defect should have been reasonably apparent on reasonable inspection; or
(d) : if the Customer fails to notify the Company of the defect within 01 (one) month (or such other period as the Company shall specify at the time of acceptance of the order for the Supplies) of the date of despatch of the Goods or performance of the Services.
Any replacement Supplies made or Goods repaired under this Condition 14 will be guaranteed on these terms for any unexpired portion of the period of guarantee given on the original Supplies. Any Goods which have been replaced will belong to the Company.
The Customer grants to the Company and its employees, agents and representatives a right to enter onto its premises to effect any repair or replacement under this Condition 13. The Customer shall ensure that the Company's employees, agents and representatives are provided with a safe and secure working environment while at its premises and the Customer shall be responsible for isolating any computers or processors requiring repair or replacement from its network and for making back-up copies of any information on such computers or processors before the Company's arrival on site.
Except as set out in 13 below and 8 above, this Condition is the Company's sole obligation and the Customer's sole remedy for defective Supplies and is accepted by the Customer in substitution for all express or implied representations, conditions or warranties, statutory or otherwise, as to the satisfactory quality, fitness for purpose or performance of the Goods (or any materials used in connection therewith) or the standard of workmanship of the Services and all such representations, conditions and warranties are excluded.
The Company shall not be liable for any damage, loss, cost, claim or expense resulting from the failure to give advice or information or the giving of incorrect advice or information whether or not due to the negligence of the Company, its employees, agents or subcontractors.
The Company does not exclude or restrict its liability for any matter for which it would be illegal for the Company to exclude or attempt to exclude its liability. Except for any rights to have Goods repaired or replaced or Services re-performed or to receive a refund of any price paid as expressly set out in these Conditions or at law, the Company will be under no liability to the Customer whatsoever whether in contract, tort (including negligence), breach of statutory duty, restitution or otherwise for any damage or direct or indirect or consequential loss (all of which terms include, without limitation, pure economic loss, loss of profits, loss of business, loss of use, loss of data, computer downtime, depletion of goodwill, business interruption, increased purchasing or manufacturing costs, loss of opportunity, loss of contracts and the like) howsoever caused or arising out of or in connection with:
Any of the Supplies, or their manufacture, sale, performance, characteristics or any failure or delay in performance or supply of the Supplies by the Company or on the part of the Company's employees, agents or subcontractors;
Any breach by the Company of any of the express or implied terms of the Contract;
Any use made or resale or on-supply of any of the Supplies or any product incorporating any of the Goods or developed using the Supplies;
Any acts or omissions of the Company at the Customer's premises;
Any statement made or not made or advice given or not given by or on behalf of the Company including without limitation any statement as to compliance with legislation or regulation; or
Otherwise under the Contract.
Except as contemplated by Condition 15 (ii), these Conditions set out the entire liability of the Company to the Customer in respect of the Supplies and shall be in lieu and to the exclusion of all other warranties, conditions, and other terms implied by statute or common law save for any implied terms which by law cannot be excluded. The Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise shall be limited to repairing, replacing or, in the case of Services, re-performance or, in any case, at the Company's option, refunding monies already paid in respect of the Supplies, excluding payment for any additional claims, damages etc. from the Customer. And the Company hereby excludes to the fullest extent permissible at law all conditions, warranties and stipulations express (other than those set out in these Conditions or given in accordance with them) or implied, statutory, customary or otherwise which but for such exclusion, would or might subsist in favour of the Customer. If the Goods are capable of storing user-generated data, repair may result in loss of that data and, to the fullest extent permitted by law, the Company expressly excludes all liability for such loss of data, and recommends that the Customer take steps to back-up such data before returning the Goods to the Company for repair.
Each of the Company's employees, agents and subcontractors may rely on and enforce the exclusions of and restrictions on liability in these Conditions in that person's own name and for that person's own benefit.
USE OF PERSONAL DATA
These Conditions supersede all previous terms and conditions which have previously governed a contract for the sale of Supplies from the Company to the Customer.