TERMS AND CONDITIONS OF SALES OF PRODUCTS AND SERVICES VER 2024.01.07
BINDING TERMS AND CONDITIONS OF SALE
The following are the terms and conditions of agreement ("Terms and Conditions") for the sale of products and services ("Products and Services") by Vetal group of companies, ("Vetal") to Vetal's customers ("Customers").
Agreements under these Terms and Conditions of sale form the sole agreement with respect to the sale of Products and Services, and supersede 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 and Services.
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 or Service, 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 Vetal’s computer system. Orders accepted by Vetal may be cancelled 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 and Services are those that Vetal has to manufacture or provide to the specification of the Customer. This includes Products and Services not normally in stock, or orders where value-added services have been incorporated. Non-standard Products and Services are non-cancelable and non-refundable. Vetal may identify Products and Services as non-standard or "NC/NR" by various means including quotes, Product and Service lists, attachments or exhibits. Customers may not change, cancel or reschedule Orders for Products and Services 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 cancelled 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 SERVICES, AND LIMIT SELECTED PRODUCTS AND SERVICES TO ITS CUSTOMERS. Vetal RESERVES THE RIGHT TO REJECT ANY ORDER, OR ANY PART OF AN ORDER. PRODUCT AND SERVICE 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 and Services 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 or cancelling Service. Any ESD, programmable semiconductors, or moisture-sensitive Product or Service returned that has been opened will not be eligible for credit. These statements concerning Returns do not apply to NON-CANCELABLE/NON-RETURNABLE PRODUCTS AND SERVICES. (See the NON-CANCELABLE/NON-RETURNABLE PRODUCTS AND SERVICES section in these terms.)
(ii) Counterfeit Product Prevention Clause
Only Products and Services originally shipped from Vetal will be returned to Vetal. All others will be promptly quarantined and disposed of or returned to the Customer. By returning Products and Services to Vetal, the Customer certifies that the Products and Services were purchased from Vetal and there has been no substitution in whole or part of the same Product or Service from another supplier, distributor, or other such source of the Product or Service. 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 and Services 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 fee. 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 cancelled 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 and Services. 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 and Services already shipped, and all Non-Standard Products and Services 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 and Services 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 and Services. Subject to Vetal's right of stoppage in transit, delivery of the Products and Services 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 instalments, all such instalments to be separately invoiced and paid for when due per invoice, without regard to subsequent deliveries. Delay in delivery of any instalment will not relieve Customer of Customer's obligation to accept remaining deliveries. If Customer requires a domestic shipment of Products and Services by a specific carrier or delivery route, Customer will be responsible for any additional costs.
6. INSPECTION AND ACCEPTANCE OF PRODUCTS AND SERVICES; RETURNS
Customer will inspect Products and Services within a reasonable time after their receipt. Customer will be deemed to have accepted the Products and Services unless Customer notifies Vetal in writing of any nonconforming Products and Services within ten (10) days after receipt of the Products and Services. Customer will comply with Vetal's RMA procedures for Products and Services returned to Vetal.
7. NONCONFORMING PRODUCTS AND SERVICES
Vetal will not be liable for a breach of the warranty set forth in Section 6 unless: (i) Customer gives written notice of the defect, reasonably described, to Vetal within thirty (30) days of the time when Customer discovers or ought to have discovered the defect; (ii) Vetal is given a reasonable opportunity after receiving the notice to examine such Products and Services; and (iii) Vetal reasonably verifies Customer's notice of the defect and verifies that the defect did not arise due to misuse, neglect, alteration, modification, repair, or improper installation, testing, or maintenance. If Vetal determines that the Products and Services do not conform to the warranty set forth in Section 6, then Vetal will, at its option, repair or replace nonconforming Products and Services, or refund the purchase price. If Vetal reasonably repairs or replaces nonconforming Products and Services, Vetal will bear the reasonable shipping costs for re-shipment to Customer. If Vetal determines that a returned Product or Service is not covered by the warranty set forth in Section 6, then Vetal reserves the right to charge Customer and Customer agrees to pay for Vetal's expenses in examining and testing such returned Products and Services, at Vetal's then prevailing time and materials rates.
8. INTELLECTUAL PROPERTY INFRINGEMENT INDEMNITY
Vetal will indemnify, defend, and hold Customer harmless from and against any and all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any claim that the Products and Services infringe or misappropriate any patent, copyright, trademark, or trade secret of any third party. In the event of such a claim, Vetal may, at its option and in its discretion, (i) procure for Customer the right to continue using the Products and Services, (ii) replace or modify the Products and Services so that they become non-infringing, or (iii) refund the purchase price paid for the Products and Services upon their return.
9. 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.
10. LIMITATION OF LIABILITY
EXCEPT FOR INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL Vetal BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, AND THE LIKE, ARISING OUT OF ANY ORDER, WHETHER ARISING IN TORT, CONTRACT, OR OTHER LEGAL THEORY, EVEN IF Vetal HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Vetal'S LIABILITY TO CUSTOMER FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO THE AMOUNT PAID TO Vetal FOR THE PRODUCTS AND SERVICES GIVING RISE TO THE CLAIM.
11. COMPLIANCE WITH LAW; EXPORT RESTRICTIONS
Customer agree to comply with all applicable laws, regulations, and ordinances relating to the purchase and use of Products and Services. Without limiting the generality of the foregoing, Customer agrees that it will not, directly or indirectly, export, re-export, or transship Products and Services or any technology received from Vetal under these Terms and Conditions except in compliance with applicable laws and regulations of the government of India. In particular, Customer agrees that it will not directly or indirectly export, re-export, or transship Products and Services or any technology received from Vetal to any country subject to a embargo by Government of India. Customer agrees to promptly provide to Vetal any information, documentation, or certification that Vetal may reasonably request to determine compliance with this Section.
12. GOVERNING LAW; JURISDICTION
These Terms and Conditions will be governed by and construed in accordance with the laws of the Government of India. The parties further agree that exclusive jurisdiction and venue for any action, suit, or proceeding arising from or related to these Terms and Conditions will reside in the courts of the Coimbatore, Tamil Nadu, India.
13. GENERAL
No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid or unenforceable, such provision will be deemed modified to the extent necessary to make it valid and enforceable, and the remaining provisions of these Terms and Conditions will remain in full force and effect. These Terms and Conditions constitute the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter. These Terms and Conditions may not be modified or amended except by a written instrument signed by authorised representatives of both parties. The provisions of these Terms and Conditions which by their nature extend beyond the termination or expiration of any sale of Products and Services will survive and remain in effect despite any such termination or expiration.