These General Terms and Conditions of Sale (General Terms) apply to: (a) all proposals and quotations submitted by Kayreer (Seller); (b) all purchase orders received by Seller; and (c) all sales of goods and services sold by Seller, except as otherwise specifically provided in a document issued by Seller.
A written or verbal quotation issued by Seller is an offer to sell.
3. Integration and Modification
The Agreement supersedes all previous quotations and agreements pertaining to the Goods.
4. Authority of Seller’s Agents
No agent, employee or representative of Seller has authority to bind Seller to any affirmation, waiver, representation or warranty concerning the Goods, not contained in the Agreement.
5. Prices, Payment and Risk of Loss
Prices contained in individual written quotations or proposals are firm only for a period stated therein and otherwise for seven (7) days from the date of the quotation.
Buyer acknowledges and agrees that Seller may elect to manufacture Goods for supply under this Agreement or to procure such goods from third-party subcontractors or suppliers, and that sources for such goods may include countries outside the United States.
Shipping dates are estimates based on Seller’s present engineering and manufacturing capacity and scheduling, and may be revised by Seller upon receipt or scheduling of Buyer’s order or by necessity in filling the order. This shall be within 7 days, after the payments have been received by us in full, directly (cheque being encahsed) or via our Payumoney account.
8. Delay of Shipment or Performance Excused for Various Reasons
If shipment of any Goods or other performance by Seller is delayed at the request of or due to the fault of Buyer, Seller may at its option hold the Goods at the place of manufacture or elsewhere at the risk and expense of Buyer from the time it is ready for shipment.
9. Inspection, Testing and Rejection
If the Agreement expressly provides for Buyer’s inspection and/or acceptance of the Goods, Seller’s standard test procedures conducted by Seller’s representative will be the criteria for inspection and/or acceptance, unless other specific procedures have been specified in the Agreement.
All Goods must be assembled and installed by and at the expense of Buyer.
11. General Express Warranties
Seller warrants to Buyer only, subject to the disclaimers and limitations of the Agreement, that Goods to the extent manufactured by Seller will be free from defects in materials and workmanship, excluding design, at the time of delivery, and will repair or replace Goods that fail due solely to manufacturing defects in materials and workmanship, which are discovered and reported to Seller as described in Section 9B.
12. Patent Warranties
Seller disclaims any implied warranty of non-infringement.
13. Disclaimer and Limitation of Express Warranties
There are no express warranties other than those contained in the Agreement, and they are not assignable.
14. Remedies and Limitation of Seller’s Liability
Defective or non-conforming Goods or parts thereof discovered during the express warranty period will be repaired, or replaced by Seller without any additional charge and shipped to Buyer, FOB Seller’s dock, for reinstallation by Buyer at its cost, subject to the terms hereof.
15. Disclaimer of Implied Warranties
Seller disclaims all implied warranties and similar obligations (other than good title) including but not limited to those of fitness for a particular purpose, and merchantability, whether otherwise arising by law, custom, usage, trade practice, course of dealing, or course of performance.
16. Design, Parts, Service and Training Provided by Seller
All design, application engineering, parts, labor, service, if any, provided by Seller or its agents and contractors (including those provided under purchase orders subsequent to the Agreement) related to the Goods (whether or not covered by warranty) are subject to all limitations and disclaimers of warranties and remedies provided in the Agreement.
17. Responsibility for Safety
Goods designed and manufactured by Seller are capable of being used in a safe manner, but Seller cannot guarantee their safety under all circumstances.
Buyer will indemnify Seller from any and all third-party claims, damages and expenses (including reasonable attorney fees) under theories of tort, product liability, negligence (ordinary or gross), warranty, contract, statute or otherwise arising out of the production, use, storage, sale, processing or other disposition of the Goods, supplies or materials used in connection with the Goods, or parts manufactured with the Goods, if the action or inaction of Buyer or its employees, customers or agents, or Buyer’s design specifications, were a material or proximate cause of injuries or damages giving rise to claims against Seller.
19. Proprietary Information
Buyer acknowledges that any information disclosed to Seller has not and will not be considered by Seller to be confidential or a trade secret unless clearly and conspicuously noted on the disclosure, or in some other writing delivered to Seller at or prior to the time of the disclosure.
20. Intellectual Property
Any Intellectual Property owned or licensed by Seller and used by Seller in connection with the performance of its obligations will remain the exclusive property of Seller and its licensors, as the case may be. All third parties are custodians of their intellectual properties.
21. Solvency of Buyer
Buyer represents that it is solvent, able to pay the price for the Goods, and that all financial and business information given to Seller is correct.
22. United States Government Regulations
Buyer may not engage in any transaction with respect to the Goods, by way of resale, lease, shipment or otherwise, which violates any statute or regulation of the land of India.
23. Fair Labor Standards Act
Seller certifies that any Goods produced in India will be produced in compliance with all applicable requirements and laws.
If Buyer defaults in the performance of its obligations, if Buyer advises Seller that it will default in the performance of its obligations, or if any action is started by or against Buyer seeking the appointment of a trustee or receiver or the entry of an order for debtor’s relief for Buyer, Seller may cease performance of its obligations, recover the Goods in transit or delivered, disable delivered Goods, and otherwise enforce its remedies for Buyer’s default.
25. Consequential, Incidental, and Other Damages
Buyer and third parties are not entitled to any consequential, punitive, exemplary or incidental damages.
Communications concerning disputed debts or other claims, including an instrument tendered as full satisfaction of a debt or must be delivered to an officer of seller.
27. Force Majeure
Seller will not be responsible for any delay or failure in any performance due, without limitation, to acts of God, war, warlike conditions, blockade, embargoes, riots, governmental restriction, labor disturbances, unavailability of anticipated usual means of supplies, transportation or loading facilities, wrecks, epidemics, quarantine, fire, flood, earthquake, explosion, any unforeseen change in circumstances, or any other causes beyond its reasonable control.
28. Commercial Activity; Absence of Immunity
Buyer represents that it is subject to civil and commercial law with respect to its obligations, and the making and performance by it of the Agreement constitute private and commercial acts rather than public or governmental acts.
29. Limitations of Actions
A proceeding by Buyer for breach of the Agreement or any other right against Seller arising from or in connection with the Agreement cannot be filed nor maintained by Buyer.
30. Choice of Law
The agreement is governed, construed and enforced under the laws of the state of India.
The courts of Delhi have exclusive jurisdiction over buyer and seller and the claims arising under or related to the agreement, unless waived in a writing signed by seller and subject to any right of arbitration which may be provided by the agreement.
At Seller’s election, all controversies and claims arising out of or relating to the Agreement, or the breach thereof, will be settled solely by arbitration held in Delhi in accordance with the Indian Arbitration Act, provided Seller may also elect to institute, prior to formation of the arbitration panel, an action for a claim and delivery or replevin action to enforce its security or other interests in the Goods.
Any provision found to be unenforceable by a final unappealed order entered by the court or tribunal will be severed from this Agreement.
No right or interest in the Agreement may be assigned by Buyer without the prior written consent of the Seller.
Quote Incorporation of Terms & Conditions
This quotation, and any resulting sale or contract, is governed by Kayreer Terms and Conditions of Sale (the Terms) posted at www.kayreer.com, as amended as per discretion of management, which are incorporated into this Quotation and any resulting sale or contract.