TERMS AND CONDITIONS

January 2024

THE FOLLOWING TERMS/CONDITIONS, TOGETHER WITH ANY OTHER TERMS/CONDITIONS SPECIFICALLY AGREED TO IN WRITING BY SELLER, SHALL APPLY TO ALL ORDERS (“Order(s)”) FROM, AND SALES OF PRODUCTS (“Products”) OR SERVICES (“Services”) TO BUYER. ANY ACCEPTANCE OF ANY ORDER OF BUYER IS CONDITIONED UPON THESE TERMS/CONDITIONS. ANY ADDITIONAL OR DIFFERENT TERMS/CONDITIONS PROPOSED BY BUYER IN ANY DOCUMENT ARE OBJECTED TO AND SHALL NOT BE BINDING UPON SELLER. No salesperson is authorized to bind Seller to any promise or understanding not expressed herein.

1. PRICES All prices are subject to change without notice in the event of any changes in cost of materials or labor, specifications, quantities, delivery schedules, customs duties, other factors beyond Seller’s control, or in the event of delays caused by instructions of the Buyer, or failure of the Buyer to give Seller adequate information. The prices shall be governed by the business contract signed between the buyer and the seller.
2. DELIVERY Delivery dates are approximate and are dependent on prompt receipt by Seller of all necessary information. Seller may deliver all or any part of Products/ Services as early as 30 days in advance of agreed schedule or as per the business contract signed between the buyer and the seller.
3. PAYMENT The term of payment shall be net 30 days from date of Seller’s invoice, unless otherwise specified in the business contract signed between the buyer and the seller.
4. VARIATIONS IN QUANTITY CHANGES. Buyer shall accept delivery of quantities greater or smaller than the quantity specified in Order(s), provided that any such variation shall not exceed 5% of the quantity originally specified, or 2 units, whichever is greater or as per the business contract signed between the buyer and the seller.
5. WARRANTIES. Seller warrants that Products manufactured by Seller, when delivered, shall be free from defects in material/workmanship. Seller warrants that Services shall be performed in accordance with generally accepted industry practice, however the Seller warranties shall be as per the business contract signed between the buyer and the seller.
6. PATENTS/INDEMNITY If Buyer receives a claim that Products, or part thereof manufactured by Seller infringes a patent, Buyer shall notify Seller promptly in writing and give Seller information, assistance and exclusive authority to evaluate, defend and settle such claim. Where Buyer has furnished specifications/designs for the manufacture of the Products, Buyer shall defend, indemnify and hold harmless Seller against third-party claims arising out of such specifications/designs, including, but not limited to,
   • Claims for infringement arising out of Seller’s use of such specifications/designs or Buyer-Directed Components and
   • Damage or injury to persons or property arising from such specifications/designs or Buyer-Directed Components.
7. LIMITATION OF LIABILITY Shall be as per the business contract signed between the buyer and the seller.
8. EXCUSABLE DELAYS. shall be as per the business contract signed between the buyer and the seller.
9. SOFTWARE/TECHNICAL/PROPRIETARY INFORMATION . Buyer shall not acquire any rights to any software which may be delivered with Products, except as granted in Seller’s standard software license. Any software license granted in connection with Products shall be an interim license, which may be withdrawn, pending payment for Products in full. Buyer will not acquire any ownership in, and Seller will retain ownership of, manufacturing processes, methods and know-how and modifications or improvements thereto used by Seller to manufacture Products.

• The purchase of Products shall not include any right to supply of any Seller-developed or owned technical information such as drawings or specifications.
• Proprietary information, including drawings, documents, technical data, reports, software, designs, inventions and other technical information supplied by Seller in connection herewith (hereinafter called “Data”), shall remain Seller’s sole property and shall be held in confidence by Buyer. Data shall not be reproduced, used or disclosed to others by Buyer without Seller’s prior written consent. Upon completion of Order, Buyer shall promptly return all Data to Seller together with all copies or reprints thereof then in Buyer’s possession or control, and Buyer shall thereafter make no future use, either directly or indirectly, of any Data or any information derived therefrom without Seller’s prior written consent. The foregoing shall in no way obligate Seller to provide or supply Data.

10. DIES, TOOLS, PATTERNS Seller’s charges for dies, molds, patterns and the like represent the Buyer’s proportionate cost thereof, it being expressly understood that they remain the property of Seller. Modifications made to dies, molds, patterns and the like in order to manufacture Products shall be at the discretion of Seller.
11. GENERAL The rights and obligations of the Buyer and Seller hereunder shall be governed in all respects by the law of India(Mumbai). The exclusive forum for adjudication of any disputes shall be the federal or state courts of the India, and Buyer/Seller hereby consent to personal jurisdiction and venue in such courts in any proceeding. The United Nations Convention on the International Sale of Goods shall not apply.

12. These Terms and Conditions of Sale together with any other terms specifically agreed to in writing by Seller constitute the entire agreement between Buyer and Seller and supersede any prior or contemporaneous representations, agreements, proposals, warranties, or understandings, oral or written, express or implied. No waiver, modification, amendment, rescission or other change to these Terms and Conditions of Sale shall be binding unless specifically agreed to in writing by an authorized representative of Seller.
13. The invalidity, of any part hereof shall not affect the validity of the remainder. The failure of Seller to assert any right at any time hereunder shall not prevent Seller’s subsequent assertion of the same or different rights.
14. Buyer may not assign this contract without the prior written approval of the Seller.
15. STATUTORY REQUIREMENTS Seller reserves the right to make any changes in the general specifications of the Products which are required for the Products to conform to any statutory requirement.
16. INVOICE FRAUD PREVENTION Given the increased risk of invoice fraud, Buyer should treat any notification to change details of Seller’s bank account with suspicion. Seller will not inform or instruct Buyer to make remittance or money transfers to any other beneficiary, address or bank account via email. Always verify a request to update records or change bank account information BEFORE implementing a change or completing the payment. Verify any requested changes by speaking to a known Seller representative.