TERMS AND CONDITIONS OF SALES VER 2024.01.20.01

BINDING TERMS AND CONDITIONS OF SALE

The following are the terms and conditions of agreement ("Terms and Conditions") for the sale of products ("Products") by Vetal Hitech Machines Pvt Ltd, ("Vetal") to Vetal's customers ("Customers").

Agreements under these Terms and Condition of sale form the sole agreement with respect to the sale of products, and supersedes all proposals, negotiations, conversations, discussions, agreements and/or representations, whether oral or written, including any industry custom or past dealing between the parties relating to the sale of products.

1. ACCEPTANCE AND CANCELLATION OF ORDERS

Pricing is an invitation to Customer to tender an offer. Responses to quotes, and other inquiries for pricing and availability are not construed as an offer by Vetal. Acceptance will be in writing, by either an Order Confirmation e-mail or Electronic Data Interchange (‘EDI”) acknowledgement. Acceptance can also be through execution of Customer's order by Vetal. When a Customer orders a product, the preliminary written reply to the order issued does not mean that the order has been accepted. The written reply is only used to let the Customer know that the order has been entered into the Vetal’s computer system. Orders accepted by Vetal may be canceled by Customer upon written consent of Vetal provided such order is not "NC/NR" or "Non-Cancelable/Non-Returnable", "Non-Standard Products'', or governed by a Purchase Agreement Letter. Non-standard products are products Vetal has to manufacture to the specification of the customer. This also includes products not normally in stock, or orders where value-added services have been incorporated into products. Non-standard products are non-cancelable and non-refundable. Vetal may identify Products as non-standard or "NC/NR" by various means including quotes, Products lists, attachments or exhibits. Customers may not change, cancel or reschedule Orders for Products without Vetal's consent. If after acceptance by Vetal of the Customer’s order, the Customer cancels the order, Vetal may request the Customer pay Vetal reasonable cancellation or reliance charges. These charges are paid to Vetal by the Customer. Customer requests to reschedule are subject to acceptance by Vetal in its sole discretion. Orders shall not be canceled or rescheduled after the order has been submitted by Vetal to the shipment carrier. Vetal RESERVES THE RIGHT TO LIMIT OR CANCEL ANY ORDER, AND HAS SOLE DISCRETION, TO ALLOCATE SALES, LIMIT QUANTITIES OF SELECTED PRODUCTS, AND LIMIT SELECTED PRODUCTS TO ITS CUSTOMERS. Vetal RESERVES THE RIGHT TO REJECT ANY ORDER, OR ANY PART OF AN ORDER. PRODUCT SPECIFICATIONS AND AVAILABILITY ARE SUBJECT TO CHANGE WITHOUT PRIOR NOTICE.

(i). Returns

Returns are normally accepted when completed within 30 days of the delivery date for the convenience of the Customer. If Vetal agrees to accept a return, return freight charges must be prepaid by Customer. Vetal will not accept COD shipments. Some products may require return directly to the manufacturer. All return items must be in the original packaging, unused, untested, un-programmed, and in resalable condition. Contact a Customer Service Representative for a Return Materials Authorization Number and addressing instructions prior to returning the product. Any ESD, programmable semiconductors, or moisture sensitive product returned that has been opened will not be eligible for credit. These statements concerning Returns, do not apply to NON-CANCELABLE/NON-RETURNABLE PRODUCTS. (See the NON-CANCELABLE/NON-RETURNABLE PRODUCTS section in these terms.)

(ii). Counterfeit Product Prevention Clause

Only products originally shipped from Vetal will be returned to Vetal. All others will be promptly quarantined and disposed of or returned to the Customer. By a Customer returning products to Vetal, the Customer certifies that the products were purchased from Vetal and there has been no substitution in whole or part of the same product from another supplier, distributor or other such source of the product. The return should be in the original packaging (manufacturer or Vetal), in unused and untested condition (except defective). ESD, programmable semiconductors, or moisture sensitive products should not be opened.

2. PRICES

Vetal makes every effort to provide current and accurate information relating to prices, but does not guarantee the currency or accuracy of any such information. Prices are subject to change at any time prior to Vetal's completion of your order. In the event Vetal discovers an error in pricing, we will notify Customer of the corrected version, and Customer may choose to accept the corrected version, or cancel the order. Vetal is not responsible for pricing, typographical, or other errors in any communication with the Customer, and reserves the right to cancel any orders arising from such errors. Orders are billed at the prices and currency in effect at the time of shipment. Prices will be as specified by Vetal and will be applicable for the period specified in Vetal's quote. Unless otherwise stated on the quote, quotes are invitations to tender and are subject to change at any time without notice. If no period is specified, quoted prices will be applicable for thirty (30) days. Prices are subject to change without notice. Prices are subject to increase in the event of an increase in Vetal's costs or other circumstances beyond Vetal's reasonable control, including but not limited to, change in exchange rate, or quoting errors. If Customer does not purchase the quantity upon which quantity prices are based, Customer will pay the non-discounted price for the quantity actually purchased and/or a cancellation. Prices are exclusive of taxes, impositions and other charges, including sales, use, excise, value-added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent's and broker's fees, bank fees, consular fees, and document fees.

3. TERMS OF PAYMENT

All payments must be made in the currency billed on the original invoice. Customers can wire the funds to our bank. After your order is placed we will email a Proforma invoice which includes our bank information, the merchandise total and shipping charges. We will reserve stock for your order for 72 hours on orders awaiting funds. Orders will be canceled after 20 business days if funds have not been received. Customer is responsible for duties and taxes.

(i) Terms of Payment

For All Orders

Customer agrees to pay the entire amount of each invoice from Vetal in accordance with the terms of each invoice, without offset or deduction. Orders are subject to credit approval by Vetal, which may in its sole discretion at any time change the terms of Customer's credit, require payment bank wire transfer or by official bank cheque, and/or require payment of any or all amounts due or to become due for Customer's order before shipment of any or all of the Products. If Vetal reasonably believes that the Customer's ability to make payments may be impaired, or if Customer fails to pay any invoice when due, Vetal may suspend delivery of any order, or any remaining balance, until such payment is made, or cancel any order, or any remaining balance. Customer will remain liable to pay for any Products already shipped, and all Non-Standard Products ordered by Customer. Customer agree to submit such financial information as Vetal may reasonably require for determination of credit terms and/or continuation of credit terms. Cheques are accepted subject to collection, and the date of collection will be deemed the date of payment. Any check received from Customer may be applied by Vetal against any obligation owed by Customer to Vetal under this or any other contract, regardless of any statement appearing on or referring to such check, without discharging Customer's liability for any additional amounts owed by Customer to Vetal. The acceptance by Vetal of such a cheque will not constitute a waiver of Vetal's right to pursue the collection of any remaining balance. Invoices not paid, when due, will bear interest to date of payment at the annual rate of eighteen (18%) percent or such lower rate as may be the maximum permitted by law. If Customer fails to make payment when due, Vetal may pursue any legal or equitable remedies, in which event Vetal will be entitled to reimbursement of costs for collection and reasonable attorneys' fees. There is a Rs 1000 (INR) service charge on all returned cheques

4. SALES TAX

Indian Shipments

When required by law Vetal will collect National /State and/or Local sale, use, excise, and other taxes that apply to a Customer's shipment. These taxes are in addition to the purchase price of the Products subject to an order. Customer will remit the correct tax unless Customer is tax exempt and Vetal has a valid signed tax exemption certificate on file.

INTERNATIONAL Shipments

All applicable VAT, PST, HST, and/or GST charges along with brokerage fees will be the responsibility of the Customer and due at the time of delivery.

5. DELIVERY AND TITLE

Domestic shipments by Vetal are typically FCA point of shipment from Vetal's facility, and the amount of all transportation charges will be paid to Vetal by the Customer in addition to the purchase price of the Products. Subject to Vetal's right of stoppage in transit, delivery of the Products to the carrier will constitute delivery to Customer and title and risk of loss will pass to Customer. Vetal will make reasonable efforts to initiate shipment and schedule delivery as close as possible to Customer's requested delivery date(s). Customer acknowledges that delivery dates provided by Vetal are estimates only, and that Vetal will not be liable for failure to deliver on such dates. Selection of the carrier and delivery route will be made by Vetal unless specifically designated by Customer. Vetal reserves the right to make deliveries in installments. Delay in delivery of one installment will not entitle Customer to cancel any other installment(s). Delivery of any installment of Products within thirty (30) days after the date requested will constitute a timely delivery. Delivery of a quantity that varies from the quantity specified shall not relieve the Customer of the obligation to accept delivery and pay for the Products delivered.

International shipments follow the Incoterms published by the International Chamber of Commerce. An Incoterm for a Customer order is selected by Vetal based on Customer address, destination, and/or currency. Title transfer will be in accordance with the Incoterm selected for the shipment by Vetal. By default, if incoterm is not specified, the incoterm will be FCA point of shipment from Vetal's facility.

6. Vetal'S LIMITED WARRANTY

Vetal agrees to provide Customer one year from Date of Sales Invoice or Warranty period mentioned in Sales invoice whichever is lower .Vetal makes no other warranty, express or implied, with respect to the Products. Vetal's liability arising out of any sale of products to Customer is expressly limited to either (1) Refund of the purchase price paid by Customer for such Products (without interest), or (2) Repair and/or replacement of such Products, at Vetal's election, with such remedies exclusive, and excluding all others. Customer must notify Vetal within 30 days from the date of shipment of any defective product. This warranty excludes any and all other warranties, whether oral, written, expressed, implied or statutory .Customer's obligations and Vetal's remedies with respect to defective or nonconforming products, are solely and exclusively as stated herein. Furthermore, no warranty will apply if the Product has been subject to misuse, static discharge, neglect, accident, modification, or has been soldered, or altered in any way.

7. LIMITATION OF LIABILITIES

IN NO EVENT SHALL Vetal BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE including, but not limited to, damages resulting from loss of profit or revenue, recall costs, claims for service interruptions or failure to supply downtime, testing, installation or removal costs, costs of substitute products, property damage, personal injury, death or legal expenses. Customer's recovery from Vetal for any claim shall not exceed the purchase price paid by Customer for the goods, irrespective of the nature of the claim, whether in warrant, contract or otherwise. CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD Vetal HARMLESS FROM ANY CLAIMS BROUGHT BY ANY PARTY REGARDING PRODUCTS SUPPLIED BY Vetal AND INCORPORATED INTO THE CUSTOMER'S PRODUCT.

8. PRODUCT SAFETY NOTICE AND RESTRICTIONS

Products are intended for commercial use only. Customer agrees that all purchases are for commercial or other applications that do not require QPL components. Products sold by Vetal are not designed, intended or authorized for use in life support, life sustaining, human implantable, nuclear facilities, flight control systems, or other applications in which the failure of such Products could result in personal injury, loss of life or catastrophic property damage. CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD Vetal HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, COSTS, EXPENSES AND LIABILITIES ARISING OUT OF OR IN CONNECTION WITH SUCH USE OR SALE.

9. STATEMENTS AND ADVICE

If statements, opinions, or advice, technical or otherwise, are offered, or given to a Customer, such statements, opinions, or advice will be deemed to be given as an accommodation to Customer and without charge. Vetal shall have no responsibility or liability for the content, or use of such statements or advice.

10. NON-CANCELABLE/NON-RETURNABLE PRODUCTS

From time to time, Vetal will notify Customer of a product that is "NC/NR", (Non-Cancelable/Non-Returnable) upon determining that an order requires such conditions of sale. Customer understands that "NC/NR" products are manufactured by Vetal specifically for the Customer needs. Irrespective of circumstances, the Customer agrees that "NC/NR" products may not be canceled, returned or rescheduled by the Customer without the agreement of both Vetal's supplier and the written consent of Vetal. 

11. INTELLECTUAL PROPERTY

If an order includes software or other intellectual property, such software or other intellectual property is provided by Vetal to Customer subject to the copyright and user license, the terms and conditions of which are set forth in the license agreement accompanying such software or other intellectual property. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by such license agreement. Unopened software may be returned for credit. Opened software may not be returned unless defective.

12. FORCE MAJEURE

Vetal will not be liable for delays in delivery or for failure to perform its obligations due to causes beyond its reasonable control including, but not limited to, product allocations, material shortages, labor disputes, transportation delays, unforeseen circumstances, acts of God, acts or omissions of other parties, acts or omissions of civil or military authorities, Government priorities, fires, strikes, floods, severe weather conditions, computer interruptions, terrorism, epidemics, quarantine restrictions, riots or war. Vetal's time for delivery or performance will be extended by the period of such delay or Vetal may, at its option, cancel any order or remaining part thereof, without liability by giving notice to Customer.

13. GENERAL

The Terms and Conditions may not be modified or canceled without Vetal's written agreement. Accordingly, goods furnished and services rendered by Vetal are sold only on the terms and conditions stated herein. The sale of Products hereunder will be governed by these Terms and Conditions, notwithstanding contrary or additional terms and conditions in any purchase order, planning schedule, acknowledgment, confirmation or any other form or document issued by either party affecting the purchase and/or sale of Products. Any conflicting statements or terms listed on the Customer purchase orders, invoices, confirmations or other Customer generated documents ("Customer Documents"), whether heretofore or hereafter submitted are negated by submission of the Credit Application and the issuance of credit by Vetal, and all different or additional terms and conditions contained in any Customer documents are hereby objected to by Vetal. Vetal's performance of any contract is expressly made conditional on Customer's agreement to Vetal's Terms and Conditions of Sale, unless otherwise specifically agreed upon in writing by Vetal. In the absence of such agreement, commencement of performance and/or delivery shall be for Customer's convenience only and shall not be deemed or construed to be acceptance of Customer's terms and conditions or any of them. If a contract is not earlier formed by mutual agreement in writing, acceptance by Customer of any goods or services shall be deemed acceptance by Customer of the terms and conditions stated herein. No rights, duties, agreements or obligations hereunder, may be assigned or transferred by operation of law, merger or otherwise, without the prior written consent of Vetal. The obligations, rights, terms and conditions hereof will be binding on the parties hereto and their respective successors and assigns. The waiver or breach of any term, condition or covenant hereof, or default under any provision hereof, will not be deemed to constitute a waiver of any other term, condition, or covenant contained herein, or of any subsequent breach or default of any kind or nature. Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction, or affecting the validity or enforceability of such provision in any other jurisdiction. 

14. AMENDMENTS MODIFICATIONS AND SUPPLEMENTS TO TERMS AND CONDITIONS

These Terms and Conditions may only be amended or modified in writing, signed by an individual who is duly authorized by the Managing Director of the company. Any supplements to this Agreement, including any new agreements arising out of or in relation to the current Terms and Conditions, must be executed in writing and shall only be valid if undertaken by an individual who is duly authorized by the Managing Director of the company.

15. JURISDICTION AND DISPUTE RESOLUTION

Any dispute, difference or controversy or claim arising out or in connection with this agreement shall be referred to (and determined by arbitration according to the rules governing arbitration framed by the Indian Chamber of Commerce and Industry Coimbatore at Coimbatore.) and shall be subject to the exclusive jurisdiction of the courts in Coimbatore.