Terms & Conditions
FELDER UK LIMITED, BRANCH OFFICE INDIA TERMS AND CONDITIONS OF SALE
SCOPE OF APPLICATION
The terms and conditions of sale and delivery set out below shall apply upon initiation of commercial relations with FELDER UK Limited (henceforth known as FELDER) and when preliminary purchase orders are issued and accepted. The conditions shall be applicable for all supplies made to you (the Purchaser). Deliveries of goods, the provision of services and other contractual obligations on the part of FELDER shall be affected solely on the basis of these conditions of sale and delivery and on the conditions separately agreed upon in the contract in writing. Any conflicting conditions on the part of the Purchaser shall not apply to these terms and conditions and the terms and conditions of sale as detailed out herein shall prevail at all times.
§ 1 OFFER AND CONCLUSION OF PURCHASE ORDER
FELDER’s offers are subject to alteration and shall not be binding unless FELDER explicitly declares the offer to be binding. The contract based on the terms and conditions detailed out herein shall only be considered concluded when it has been confirmed in writing by FELDER. The requirement for writing shall also apply to any ancillary or modification agreements. Individual contractual agreements made in writing shall take precedence over the general conditions.
§ 2 OFFER DOCUMENTATION
Technical details and descriptions, drawings, diagrams and performance data are, as in the case of the offers, only binding if explicitly agreed in writing by FELDER. The offer documentation drawn up by FELDER, texts, information sheets, drawings and details of design options do not constitute warranted characteristics. All documentation and offers submitted by FELDER shall be the exclusive intellectual property of FELDER. The recipient of the offer may only make use of it if a contract is concluded.
Technical Specifications of machines quoted by FELDER must be checked by the Purchaser at the offer stage in respect of the individual Purchaser requirement. In the event of discrepancies, FELDER must be informed within 10 days of receipt of the documentation, as the Purchaser will otherwise be liable for any defects and deviations arising from such offers / order confirmations.
As FELDER is continuously investing in research and development, the Purchaser acknowledges and agrees that the technical features are liable to change without prior notice.
§ 3 CONFIRMED ORDERS
Once the offer is accepted by FELDER such order shall be deemed to be confirmed orders.
In this regard the Purchaser is made aware that since the lead time required for the manufacture of the goods is high, FELDER would be placing orders on the sub-contractors in advance and any cancellation of such orders shall cause irreparable harm and injury to FELDER. It is therefore agreed by the Purchaser that it will not cancel any of the Confirmed orders placed on FELDER for any reason whatsoever. If for any reason the Purchaser does cancel the Confirmed Purchase orders it shall be liable to reimburse to FELDER the cost of the raw materials, goods in transit and finished goods as demanded by FELDER.
The Purchaser acknowledges that he is aware that the accessories shown in the catalog or on showroom machines of FELDER may not be a part of the machine.
Further, the Purchaser also acknowledges unless ordered, the machines are not equipped with tools and dust collection systems. In this regard the Purchaser may request FELDER for its ’FELDER tooling program for high quality tools at special prices’.
§ 4 PASSING OF RISK
The goods to be sold under this terms and conditions of sale shall be identified by the Purchaser and FELDER. The risk of goods shall pass to the Purchaser, Ex-Works or Ex Nhava Sheva warehouse The Purchaser will be liable to take out necessary Transit Insurance on the goods and such other insurances on the goods to ensure that the goods are covered for all risk until all dues to FELDER under this terms and conditions of sale are cleared.
§ 5 RETENTION OF TITLE, RIGHT OF USE AND OWNERSHIP
FELDER shall retain title to the goods sold to the Purchaser until such time as all receivables (including all receivable balances from the current account) which are owed by the Purchaser to FELDER under this terms and conditions of sale or any past or future transactions, including the obligations to honour cheques or bills taken in by FELDER, have been settled. Thereafter, the ownership of the goods provided by FELDER passes to the Purchaser.
In the event of a breach of the contract, in particular if there is default in payment, or petition for bankruptcy or settlement proceedings on the part of the Purchaser, FELDER shall be entitled to reclaim and the Purchaser shall be liable to give up the goods any right of retention being excluded. In other words FELDER shall at all times have the first right over all the goods supplied until receipt of the Sale consideration.
In the event of loss of the goods when installed in a Third Party’s premises, FELDER shall be entitled to demand immediate registration of mortgage rights corresponding to the value of the outstanding claim, its statutory rights notwithstanding.
As long as the Purchaser has not paid the consideration amount the Purchaser shall have only the right to use such goods and the result of the Services performed for the agreed purposes. In the event of the Purchaser being desirous of using the goods or the result of the Services performed, the Purchaser shall have to obtain the prior written approval of FELDER in this regard.
§ 6 TIME AND PLACE OF DELIVERY
The goods shall be delivered in standard packing as per the delivery schedules and all deliveries shall be made Ex-Works / Ex Nhava Sheva Warehouse, FELDER at the Purchaser’s expense and the mode of transport shall be at the option of the Purchaser (unless otherwise agreed by the Purchaser in writing).
Delivery deadlines shall commence on the date stipulated in the Delivery Schedule subject to the Purchaser providing FELDER with all the necessary information and specification for the manufacture of the goods/providing services and subject to acts of Force Majeure. It is hereby clarified that it is a condition precedent that the Purchaser provides FELDER with all the necessary documentation / information/ specification to enable FELDER to meet the stipulated dates of delivery as specified in the Delivery Schedule.
The delivery deadline for FELDER shall be extended, in the event the delivery of the goods or service provided is delayed due to circumstances not caused by FELDER and the effect of which FELDER could not reasonable have been able to eliminate, by the period for which the occurrence continues. In the event that performance of the contractual obligation becomes impossible as a result of any acts of Force Majeure FELDER shall be entitled to cease the performance of its contractual obligation under this terms and conditions of sale without giving rise to an entitlement to claim compensation on the part of the Purchaser. .
§7 PRICE AND PAYMENT
Prices for the goods/Services quoted by FELDER are Ex Warehouse, Nhava Sheva and do not include any taxes, packing, duties, freight Insurances etc. for transportation from the warehouse to the Purchaser’s warehouse/factory.
The price quoted by FELDER for the goods however includes customs duties and other costs of transportation including insurance from FELDER UK to FELDER’s warehouse in Nhava Sheva. The prices may increase if the government of India increases customs duty after the quotes are made and before the goods are delivered to the Purchaser and the Purchaser shall be liable to bear such additional customs duty.
The prices offered herein are applicable only to the terms and conditions of sale herein and FELDER is entitled to revise the prices of the goods at its discretion for any further orders or if the goods are not picked up by the Purchaser within 15 days of goods reaching India. FELDER would inform the Purchaser the expected time for the dispatch of the goods. If the purchaser fails to pick up the goods then he would be liable to pay for the warehouse charges.
The Purchaser undertakes to provide Form C as per the provisions of Central Sales Tax, 1956 within 90 days of despatch of goods by FELDER.
All payments for Supply of Goods/Services shall be made 100% Advance. Any delay on the part of the Purchaser to pay for the goods/Services supplied shall entitle FELDER to the following:
i. An interest of 18% per annum for every such day of delay;
ii. Right to repossess the goods/result of Services performed and to claim compensation for the same.
All or any taxes that become applicable to this transaction shall be borne by the Purchaser.
§ 8.INSTALLATION AND TRAINING
FELDER agrees to provide installation and training facilities for a period of 2 working days excluding the cost of the technician’s travel and boarding expenses. The Purchaser shall be ready with the installation requirements (space, raw material, electrical connections, and tools). Details about the requirement shall be communicated at least 15 days prior to the actual installation. Two weeks prior notice must be given to FELDER to allow smooth installation. If the delay is beyond FELDER’s control, for reasons of shortage of the aforesaid notice period, then the Purchaser shall be liable for all extra costs involved.
§ 9 WARRANTY
FELDER warrants and represents that the goods/services performed will conform to the description and specifications of the Purchaser and would be free from defects in material and workmanship for a period of 12 months from the date the risk of the goods/result of Services passes to the Purchaser.
In the event of any failure / malfunction during the warranty period, FELDER’s obligation shall be limited to rectifying, repairing or replacing the defective goods, at FELDER’s service station, on receipt of the goods at its unit at Mumbai. However in the event of FELDER disputing the quality of the goods supplied the same shall be referred to a neutral laboratory to be mutually appointed by both the parties. Only if the Neutral Laboratory confirms any latent defects in the goods will FELDER be liable to rectify/replace such goods.
The above warranties are inclusive of all other warranties and no other warranty, whether written or oral, express or implied is applicable to the sale or the use of the goods. FELDER specifically disclaims any implied warranties or merchantiability and fitness for a particular purpose with regard to the goods.
FELDER however cannot be held responsible for any defects in the Goods arising out of faulty information/specifications provided by the Purchaser.
§ 10 LIMITATION OF LIABILITY
FELDER’s cumulative liability for any or all FELDER’s obligations/breach/non-performance of the terms and conditions of sale herein shall not exceed the deposit amount received by FELDER under any circumstances whatsoever.
§ 11 INTELLECTUAL PROPERTY RIGHTS
FELDER is the sole owner of all the Intellectual Property Rights in the goods/services supplied and that the Purchaser shall have no claim in this regard over FELDER for any reason whatsoever.
The Purchaser is laible to promptly notify FELDER if there is an alleged infringement of the Intellectual Property Rights of FELDER by any other Intellectual Property rights of FELDER in the goods and further agrees to assist FELDER in protecting its right with regard to such alleged infringement.
In the event of the Purchaser violating or infringing the Intellectual Property Rights of FELDER for any reason whatsoever the Purchaser shall be liable to indemnify FELDER for all such losses and damages caused to FELDER as a result of such violation.
In addition to the above, the Purchaser shall not reverse engineer, copy, reproduce or make similar designs as that of the goods/Result of Services provided by FELDER either directly or indirectly either during the term of this terms and conditions of sale or thereafter.
§ 12 ASSIGNMENT
The Purchaser herein shall not be entitled to assign a part or the whole of this terms and conditions of sale to any Third Party without the prior written consent of FELDER.
§ 13 CONFIDENTIALITY
All or any information disclosed by FELDER to the Purchaser under the terms of this Agreement shall be treated as confidential information. Confidential Information may also include information disclosed to the Purchaser by third parties on behalf of FELDER. The Purchaser agrees to keep confidential all such Information and shall not disclose the same, either in whole or in part to any third party without the FELDER’s prior written consent.
For the duration of this Agreement and thereafter, The Purchaser shall maintain strictly confidential and secret any information passed on by the FELDER to the Purchaser and shall not disclose any such information to any person, association, or any other entity, for any reason or purpose whatsoever, unless it has been expressly authorised by the FELDER to do so, or, such information has already become common knowledge.
The Purchaser shall return at any time upon request, any and all copies of such information in its possession.
§ 14 RELATIONSHIP
The relationship between FELDER and the Purchaser shall be on a principal to principal basis and nothing in this Agreement shall be deemed to have created a relationship of a Contractor and Agent between the parties. None of the employees of the Purchaser shall be considered as employees of FELDER for any reason whatsoever.
§ 15 FORCE MAJEURE
If either party’s performance or any of its obligations hereunder is prevented, restricted or interfered with by reason of fire or other casualty of accident, strike or labour disputes, war or other violence, any law or regulation of any Government, or any act or condition whatsoever beyond its reasonable control (each such occurrence being hereinafter referred to as “Force Majeure”) then such party shall be excused from such performance to the extent of such prevention, restriction and interference provided, however, that such party shall give prompt notice to the other party of such Force Majeure, including a description, reasonably specifying the cause of non-performance hereunder, whenever such causes are removed. In the event that the parties performance or any of its obligations hereunder is delayed as a result of a Force Majeure, the term of this Agreement shall be extended by a period equal to such delay provided, however in case either party is unable to perform any material obligation under this Agreement for a continuous period of one hundred and eighty (180) days because of any Force Majeure, then the other party shall have the right to terminate this Agreement (without prejudice to any rights such party may have against the party who has been unable to perform) effective thirty (30) days after the expiration of such 180 days period.
§ 16 SEVERABILITY
Should one of the provisions contained in these conditions or a provision made in connection with other agreements become ineffective, the validity of the remaining provisions or of individual agreements shall remain unaffected. In this case, either of the contracting parties may request agreement on a valid provision which resembles as closely as possible the economic and legal purpose of the ineffective provision.
§ 17 ARBITRATION AND GOVERNING LAW
Any dispute, controversy or claim arising out of or in connection with this conditions of sale and delivery, or the breach, termination or invalidity thereof, shall be settled by arbitration at the International chamber of Commerce.
All such Arbitration proceedings shall be held in Mumbai as per the provisions of the Indian Arbitration and Conciliation Act, 1996. The arbitral tribunal shall be composed of three arbitrators, one each to be appointed by FELDER and the Purchaser and the third to be appointed by the two arbitrators so appointed.
These conditions of sale and delivery shall be governed by the substantive law of India and the courts of Mumbai shall have jurisdiction to try the same.
We have read the above mentioned terms and conditions are agreeable to the same and further confirm that our signature on these terms and conditions constitutes a binding contract between the Purchaser and FELDER.