In the General Terms and Conditions the following terms shall have the meaning defined here in:
These General Terms and Conditions are useful in the supply of the Goods and Services by the Vendor to the companies of Mundhra Group. These General Terms and Conditions will be applied in the supply of the Goods and Services, even if any offer, order acknowledgement or other similar document refer to any other general terms and conditions, and these General Terms and Conditions will overrule any such other terms and conditions. Any amendments or deviations from these General Terms and Conditions must be agreed in writing specified in detail in a Contract (as defined below) entered into between the Parties.
The Vendor will sell and the Customer will buy the Goods in accordance with the terms and conditions of the Contract and these General Terms and Conditions. No exclusivity or similar rights of any kind are granted to the Vendor and the Customer is entitled to purchase goods from other Vendors at its free discretion. If the Customer wishes to make any changes to the specifications of the Goods prior to delivery of the Goods, the Parties undertake to negotiate in good faith in order to agree on such changes in the specifications and the related changes in other terms and conditions of the Contract.
The Vendor will ensure that the Goods supplied:
- are of the quality and in accordance with the specifications set out in the Contract.
- are always of merchantable quality and fit for any purpose held out by the Vendor or made known to the Vendor at the time the orders are placed. Otherwise the Goods will be fit for the purpose for which similar goods are ordinarily used.
- are in compliance with the local regulations and/or standards of the markets in which they are sold and to which they are delivered.
- are labelled and packed in compliance with the regulations in force in the country to which the Goods are supplied.
The Vendor will ensure that the evaluation of risks caused to human health and the environment when using the Goods is made at least according to the laws and common prevailing practices in the country.
The Customer shall during and after the time of manufacture of the Goods, have the right to inspect the quality of the Goods at Vendor’s place of manufacture. This right does not diminish the responsibilities of the Vendor according to these General Terms and Conditions.
The Vendor will provide the Customer with the documentation necessary to get the Goods in a running order and together with the adequate information (including material safety data sheet) about the use for which purpose the Goods are ordered. The Vendor will provide the Customer with the drawings and documentation required for normal maintenance of the Goods.
The Goods will be delivered in accordance with the Contract and within the term indicated in the Contract. The title of ownership to the Goods will transfer to the Customer at the time of delivery.
If the Vendor fails to deliver the Goods at the agreed time and such a delay is not due to the Force Majeure event or to reasons attributable to the Customer, the Vendor will be obliged to pay to the Customer liquidated damages in accordance with the following:
- For each following week or fraction of the week for which the delivery is postponed beyond the date specified in the Contract, liquidated damages for a late delivery is one per cent (1%) of the Price of the Goods.
- Total liquidated damages for a late delivery will not exceed fifteen per cent (15%) of Price of the Goods.
If the actual costs and damage incurred by the Customer due to the delay of the Vendor exceed the amount of the liquidated damages, the Customer will have the right to claim damages from the Vendor for such exceeding costs or damage.
If the Vendor fails to supply the Goods within a reasonable time after having received a written notice from the Customer, the Customer is entitled to purchase the delayed Goods from a third party and the Vendor will compensate all additional costs due to this purchase.
Where the Goods do not conform to the terms and conditions of the Contract and/or these General Terms and Conditions, the Customer will inform the Vendor thereof within reasonable period after having become aware of such defect. The Customer reserves the right to accept or reject the whole or any part of the defected Goods and if rejected to return the Goods to the Vendor at the Vendor’s own risk and expense.
The Vendor guarantees for a period of 24 months the proper design, construction and quality of the Goods furnished under the Contract and these General Terms and Conditions. The guarantee period shall be calculated from the completion date of the delivery of the Goods. However, the guarantee period of the goods shall be delivered to be stored by the Customer will start when such Goods are taken into operation and at the latest after six (6) months’ storing period.
The Vendor shall without delay at its own cost rectify and/or replace any defective Goods and compensate to the Customer the losses arising as a result of such defects. The rectified or replaced Goods will have a new guarantee period of 24 months. However the guarantee period shall extend for a maximum of 48 months from the commencement date of the original guarantee period.
After the expiry of the guarantee period, the Vendor is liable for latent defects which existed on the date of expiry of the guarantee period and which the Customer could not reasonably be expected to notice during the guarantee period and for defects arising as a result of the Vendor’s gross negligence. The Vendor is not liable for any defects attributable to the deficient maintenance of the Goods by the Customer or their improper use, handling and storage in breach of written information provided by the Vendor.
On completion of delivery of the Goods the Customer will pay the Price to the Vendor against an invoice. Payments will be made within 60 days of the date of the invoice. The Price for the Goods will be fixed for the entire term of the Contract and will not be subject to any revision. The Price will be the total compensation payable by the Customer for the Goods. None other costs will be charged to the Customer unless otherwise specified in the Contract. Applicable value added tax or other such statutory tax payments will be added to the Price in accordance with the laws and regulations applicable from time to time.
The Customer has the right to withhold payment of any Vendor invoice where the Goods will not be provided in accordance with the terms and conditions of the Contract and General Terms and Conditions. The withholding of payment will correspond to the value of the defective delivery.
All rights to the documents (e. g. plans, drawings, technical documents, software) made available by the Customer to the Vendor for the supply of the Goods and/or the fulfilment of the Services will remain the property of the Customer. The Vendor is responsible for making sure that no rights of third parties will be infringed in conjunction with the supply of the Goods and/or performance of the Services. All intellectual property rights created in the performance of the Services will vest in the Customer.
If the Vendor fails to supply the Goods in agreement with the Contract and/or these General Terms and Conditions and/or there is a defect in the Goods, the Vendor will without delay at its own cost remedy the breach or defect. If the Vendor fails to remedy the breach or defect in the Goods within a reasonable time after having received a written notice from the Customer, the Customer is entitled to remedy the breach or defect itself or have it repaired by a third party at the cost of the Vendor. Alternatively, the Customer will be entitled to a reduction of the Price reflecting the difference between the defect-free Goods and the defective Goods.
Neither Party will be liable for any indirect or consequential damage, including but not limited to loss of income or interruption of production or services. This limitation of liability does not apply to breaches of confidentiality obligations, damage caused by a Party’s gross negligence, wilful acts/omission or any damage caused to Customer’s property.
If either Party is in material breach or a series of breaches of the Contract and/or these General Terms and Conditions and does not remedy such breaches within reasonable period after having received a written notice thereof from the non-breaching Party, the non-breaching Party is entitled to terminate the Contract with immediate effect and without any liability towards the breaching Party.
In case of termination of the Contract, the breaching Party will compensate the non-breaching Party the damage and costs incurred by the non-breaching Party as result of the termination of the Contract. Either Party will terminate the Contract with immediate effect in the event that the other Party becomes subject to any bankruptcy or insolvency proceeding.
The Vendor will keep in firm confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Vendor by the Customer and any other confidential information concerning the business or products of any company belonging to Mundhra Group which the Vendor may obtain and the Vendor will restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same for the purpose of discharging the Vendor’s obligations to the Customer and will ensure that such employees, agents or sub-contractors comply with the provisions of this clause.
Neither Party is accountable towards the other Party for delays or failures to fulfill its responsibilities if the delay or failure is due to any event, which is not foreseeable and is beyond the control of the Parties and which could not have been prevented or overcome by reasonable efforts of the prevented Party (“Force Majeure”). The Party affected by Force Majeure will be excused for its non-performance during the duration of Force Majeure. The Party pretentious by Force Majeure will immediately notify the other Party about Force Majeure event and its consequences and expected duration. In this situation both Par-ties will use their reasonable efforts to prevent or lessen any damage or costs caused by such Force Majeure event and to ensure the continued and undisturbed business operations of the Customer.
If either Party is unable to fulfil its responsibility due to a Force Majeure Event for a period exceeding thirty (30) days, either Party is entitled to terminate the Contract with immediate effect without any liability towards the other Party. The termination notice will be delivered in writing.
The laws of the Customer’s domicile will be applied to the Contract, without regard to conflict of laws rules. Any disputes between the Parties arising out of or in connection with the Contract are to be settled before a competent court at the domicile of the Customer.