SIMPLE
AUTOMATION AND DESIGN INNOVATORS (SAADI)
GENERAL
TERMS AND CONDITIONS OF SALE OF GOODS FOR ALL CUSTOMERS IN INDIA THROUGH ANY OR
ALL BRANCHES / REPRESENTATIVES OF SIMPLE AUTOMATION AND DESIGN INNOVATORS OR SAADI
1. DEFINITION OF TERMS
(a) SELLERS: mean the Simple Automation And Design Innovators, also referred to as SAADI, which term
shall include their assigns. Where any sale is by SAADI, acting as agents for a
disclosed principal, the term “Sellers” shall mean SAADI in their capacity only
as such agent.
(b) BUYERS: mean the other party to the
contract, his/their, heirs, legal representatives and
permitted assigns.
(c ) PRODUCTS: mean the items of Machine
Tools and Accessories for Machine Tools, Cutting Tools, Power tools, Air
compressors , Electric Motors, Instruments, Inspection equipments, spares, any
engineering item and other materials sold by SAADI, in their capacity as
manufacturers, Traders or agents.
2. GENERAL
(a) Buyers will be entitled only to
supply of goods expressly specified in the contract and nothing else.
(b) All quotations are subject to prior
sales and are subject to confirmation at the time “Buyers” order is received
and to the goods referred to in the quotations being available then.
(c) An Order placed by a Buyer, shall
not become a contract until it has been accepted in writing by Sellers, not
withstanding receipt by Sellers of amount if any, as Security Deposit or
otherwise.
(d) Any additions or alterations to
contract terms shall bind parties only if agreed to in writing by SAADI.
(e) The Laws of India will apply to the
offer made by SAADI and the contract arising there from.
(f) The Contract is entered into at Pune,
Maharashtra and the transactions are subject to the jurisdiction of courts
relevant to this place only.
(g) In the event of any clash between
the provisions of these General conditions of sale and the Buyers conditions of
Purchase if any, the former shall prevail.
(h) Any addition or alteration to any
Purchase Order received by SAADI shall be subject to confirmation by SAADI.
(i) The
specifications offered in the catalogues are for reference only and in an
effort for constant improvement the specifications are likely to change, might
change / have a difference in the actual machine when supplied, No replacement
will be given due to any such reasons.
(j) Machines when supplied may have some
rust (due to non use / dryness of oil / grease etc. / shipping / transportation
/ loading / unloading / acceptable scratches marks in the machine and this
should not be treated as damages in the machine/s.
(k) Certain technical, technological,
manufacturing, production process, procedures, programs etc followed are as per
International / Specific country of manufacturing standards and cannot be
compared or referred to technical, technological, manufacturing, production
process, procedures, programs etc used in India.
(l). If buyers do not pay dues for the
contracted goods within expiry of time stipulated for such payment, or if
Buyers cancel the contract or any portion thereof, or do not arrange to remove
the goods when they are ready or do not abide by contract terms, SAADI will be
entitled, without prejudice to all other rights including right for damages as
follows:
i.
To rescind the contract / order either in its entirety or in respect of any lot
of the goods that may be undelivered and to treat advance, if any paid by the
Buyers as forfeited or:
ii. To resell the
goods or any lot thereof in India or abroad at SAADI’s option, either by
private contractor by Public Auction and to recover from Buyers the contract
price and all other dues less the net proceeds of such resale remaining after
deducting there from: -Storage Insurance and other charges incurred. -A
reselling commission of 5% on such resale value.
iii.
Without reselling the goods, to recover from Buyer’s contract price and other
dues and damages.
(m) High seas sale transactions can or
will be offered only if the buyer has valid Import export code (HSN / IE CODE).
(n) In case the buyer fails to provide
the documentation required for High seas sale on time as per the rules and
regulations, the transaction will be converted into a normal taxable
transaction and the taxes will be to the buyer’s account.
3. PRICE
(a) The Price of SAADI’s products
indicated in the quotations accompanying these Terms and Conditions of sale, is
payable in Pune.
(b) Any payment received as advance earnest
money or security deposit along with the order from Buyers, is accepted by SAADI
without any liability to pay interest and is liable to be forfeited without
prejudice to Seller’s other rights in case Buyers cancel the order or portion
thereof or do not abide by the terms of contract.
(c) Contract price does not include
Excise, Octroi, or other Duties, taxes on Sale/
Purchase, assessments levies, additional expenses occasioned by causes beyond
Seller’s control including statutory impositions or by force majeure. All such
amounts (or all sellers’ option, a deposit towards the same) shall be paid by
the buyers, on Demand.
(d) Buyers registered under the Central
Sale Tax Act are advised to send Sales Tax declaration form “C” or “D” in
Duplicate, complete in all respects and duly signed by the Buyer along with
their Purchase Order, in order to charge the concessional rates applicable in SAADI’s
Invoices at the time of supply. In the absence of the declaration forms as
above mentioned, SAADI will charge Tax at full rates only. In case of
non-supply of C form or any other form to be supplied by the buyer to SAADI and
due to which if SAADI has to pay any penalty, tax difference or additional
taxes to the department, the same will be collected from the buyer by SAADI on
demand notice with interest.
(e) Prices quoted by SAADI are based on
their current costs of production/ Purchase. Unless it is specifically agreed
to otherwise, the prices are subject to amendment up to the time of delivery
and any order received by SAADI is therefore accepted on the clear
understanding that the buyers agree to pay on demand, price enhancement, if
any, as aforesaid.
(f) If any amount collected by Sellers
from Buyers as or towards tax or other levies on sale is paid by Sellers to
Government , any subsequent claim of refund of such taxes or levies can be
re-paid to buyers, only on actual receipt of refund of the amount by the seller
from the Government or such of its delegated agencies.
(g) The standard price validity is to a
maximum of 15 days unless specified in the quotation or given by SAADI in
writing.
(h) F.O.R DESTINATION / FREE DELIVERY
TERMS : Where SAADI / their representatives’ give the offer of F.O.R
Destination / Free door delivery to the customer, this means that the machine/s
will / would be loaded on the vehicle/s and the freight paid. No other charges
or amounts will be paid by SAADI / or their representatives’. SAADI will not be
responsible for any damages during transportation and NO COMPENSATION will be
offered. The buyer will have to insure the goods and claim with the insurance
company. SAADI will offer the spares, service personnel and any other item as
may be required for the damaged machine or part at extra cost only. Octroi / Entry tax / Check post related issues etc are only
to buyer’s account and SAADI / their representatives’ will no way take
responsibility or pay any related charges even in case of the offer being F.O.R
Destination. In case of any delays in taking delivery of the machines from
Check post / Octroi / entry taxes etc and if there
are any additional transportation or halting charges due to any reasons will be
to buyer’s account only.
4. PAYMENT
(a) Unless it is specifically agreed to
otherwise in writing by SAADI, standard terms of Payment stipulated by the
sellers are as follows: “ 1/3 value of the order as
advance with the order and the balance 2/3 against proforma invoice before the
ordered item leaves SAADI’s works/ warehouse in Pune, Manufacturer’s factory in
India or elsewhere by Demand Draft payable at Pune”. These terms of payment
shall be strict and shall not vary, irrespective of whether the products are
subject to inspection and approval by the Buyer either prior to dispatch from SAADI
or on receipt by the Buyer.
(b) The Time of payment is the essence
of the contract. The balance payment in the case of any dispatches must be
cleared by Buyers within 15 days of date of proforma invoice, failing which
interest at the prevailing rates for over drafts, will be payable by buyer on
demand, on all outstandings from the date of default.
In other cases such interest shall be charged to Buyers from the day the goods
are kept ready, awaiting Payment or Buyer’s inspection or Buyer’s dispatch
instructions, with payment in full.
(c) All Bank charges, Demurrages/ wharf
ages on account of delay in retirement of dispatch documents, or delay in
taking delivery of goods, should be borne by Buyers.
(d) In case of High seas sale
transactions the payment terms will be 40% advance and balance 60% within 10 days
of our issue of proforma for payment. Any Delay in payments if any will result
in delay of shipments and resultant demurrages, container holding charges,
additional port charges, warehousing charges, re-loading, loading and
transportation charges at actual will be charged to the buyer’s account.
5. INSPECTION
Unless otherwise instructed in writing
by Buyers and accepted by SAADI, inspection of SAADI’s staff as per test
certificate issued by SAADI/ its Principals will be binding on Buyers.
Inspection by buyers, if necessary, will be done at SAADI’s works/ warehouse
only and the acceptance of SAADI’s products by the Buyer’s representative after
such inspection will be final and conclusive.
6. DELIVERY:
Deliveries indicated in our quotations
are subject to prior sale and confirmation by SAADI. SAADI’s observance of
Delivery commitments is conditional upon the strict fulfillment
of the contractual obligations of the Buyers, particularly the conditions of
payment terms and only when all the details of order places have been
technically and commercially cleared fully to the satisfaction of SAADI.
(a) SAADI will Endeavour to keep to the
delivery schedule which is based on current sourcing program but will accept no
liability for failure to do so. Delay in the delivery shall not render the
contract voidable at the instance of the Buyer. In no case shall buyer be
entitled to withhold the balance payment or reject goods on account of delay in
delivery.
(b) SAADI shall have the option of
delivering the goods contracted in one lot or several lots, and when dispatches
are affected in several lots, bills will be made out by SAADI representing the
proportionate process of each lot and this will not be disputed by Buyers.
Buyers will not cancel the contract or claim any compensation whether by way of
liquidated damages or as penalty for delay in delivery or refuse to accept
delivery of goods on the ground of delay, if any, in delivery. In any event SAADI
shall not be liable for any consequential damages.
(c) If delivery of any product is
delayed because of the late receipt of imported items the consequential delay
in delivery shall be ignored by the Buyers and the Prices ruling at the time of
dispatch after receipt of the imported items will be accepted.
(d) In case the buyer fails to take
delivery of the machine on time either from India / Overseas i.e. if the
machines are ready in Manufacturer’s factory in India / overseas or at our
Warehouse anywhere in India, all additional charges such as bank interest,
warehouse charges, loading, unloading charges, foreign currency fluctuations,
additional changes in duties, taxes or any other levies etc will be to the
buyer’s account. This will be decided only at the discretion of SAADI.
7. LIABILITY
Liabilities/ risks will pass to the
buyers immediately upon dispatch/ delivery of goods from SAADI works/
warehouse.
8. SHORTAGE
Wherever packing cases are received in
damaged condition and damages to the product are suspected, the Buyers shall
insist upon the Carriers to give open delivery and obtain necessary
certificates of damage and lodge complaint with Carriers/Insurance companies
and claim the damages direct, under advice to Sellers. SAADI’s responsibility
ceases after the products leave their works or when handed over to Transport
Carriers at the dispatching station against RR/GC Note and SAADI will not
therefore be responsible for any loss, damage, breakages, etc., in transit.
Shortages, if any noticed in consignments received without any external damage
to any containers or cases and where leakages or pilferages are not possible,
shall be notified by Buyers to SAADI in writing within 7 (Seven) days from the
day of arrival of goods at destination ; in default there of SAADI shall not be
liable for any shortages.
9. INSURANCE
Unless otherwise mutually agreed to in
advance in writing by SAADI, SAADI will dispatch its products uninsured to
Buyers at Carriers risk. If Carriers do not accept transit risk, the risk will
be that of Buyers. SAADI’s responsibility ceases as the consignment is handed
over in good condition to the Railways or the Transport Carriers and a receipt
is obtained for it. SAADI will not be responsible after entrusting the
consignment to the Carriers for any loss, damage, breakage, etc., during
transit. SAADI will advice the buyers by telex, telegram or letter about the
dispatch particulars of the goods for necessary insurance coverage by the
Buyers or the consignees at their end and the entire process of claim will have
to be handled by the Buyers. Even if the Insurance is arranged by SAADI at the
request of Buyers, the entire process of claim with the underwriter will have
to be initiated and processed by the Buyers. SAADI will accept no
responsibility in these matters.
10. GUARANTEE
(a) All products sold by SAADI are
guaranteed for a period of twelve calendar months from the date of dispatch of
the goods by them and the sellers will be responsible for any defect that may
develop under proper use, if proved to arising from faulty materials, design,
or workmanship and the Sellers undertake to remedy such defects at their own
cost. If it becomes necessary to replace or renew any defective part, such
replacement, renewal shall be made without any extra cost to the Buyers. The
Guarantee however does not cover or extend to:
1. Damages and
defects caused during transit from Seller’s works to Buyer’s place or during
internal shifts at the Buyer’s place or from the buyer’s place to any other
place.
2. If the products
are put to any use other than those for which they are intended.
3. If the products
are used by unauthorized persons which term shall include the Buyer or his
workmen or other person or representatives whether in the regular employment of
the Buyer or not, who are not trained or competent to operate or use the
products.
4. If the products
are not used by the Buyer or his authorized men with sufficient care and
caution.
5. If the products
have been resold by the buyers.
6. Natural wear and
tear.
7. Damages and
defects arising out or natural wear and tear of any or all parts of the
guaranteed items, or any damage due to use of lubricants not prescribed by the
makers, or ineffective or insufficient care and maintenance taken by the Buyer
in the course of operation of the equipments supplied.
8. Damages and
defects caused by external circumstances like Acts of Gods, faulty power
supply, etc.,
(b) The above guarantee by SAADI will be
(inclusive of any service obligations offered) valid subject to the terms of
payment being punctually compiled with the Buyers.
(c) Guarantee, given by SAADI does not,
in any case extends to consequential damages, suffered by a buyer and does not
cover bought out parts or accessories fitted or supplied
with SAADI’s products.
11. CANCELLATION
No order embodying cancellation or
penalty clause can be accepted by SAADI. In the event of cancellation of an
order after payment of advance by the Buyers, SAADI reserves the right to
forfeit the advance.
12. FORCE MAJEURE
SAADI shall not be liable for damages or
for any delay in performance, due to circumstances beyond its control,
including, without limiting or affecting the generality of the foregoing, any
priority system established by the Government of India, fire, floods, storms,
earthquake, explosions and other acts of God, strikes, lockouts at works in
India or abroad, labour disturbances, go-slow tactics, work-to-rule, lay-off,
civil strike, insurrection, restriction on power supply, shortage of materials,
war hostilities, acts of public enemy, riots, sabotage, lack of transportation,
stoppage of railways or other carriers or accidents during transit in and or on
high seas, or by capture, seizure, detention or blockade or other consequences
of war and failure of performance of sub-contractors and /or suppliers. Failure
of SAADI to perform, for reasons aforesaid, shall not be grounds for
cancellation of orders, but the delivery date shall be extended suitably. SAADI
shall not be liable for loss of use or any damage direct, indirect or
consequential, resulting from delivery delays, arising from causes explained
herein above.
13. OWNERSHIP
The property in the goods shall vest in
the Buyers on the appropriation of the goods to the Buyer’s purchase order duly
accepted by sellers, and the Buyers are informed of the same. Until the goods
are fully paid for, the Buyers agree that the goods shall be subject to a
charge, or hypothecation in favour of SAADI by way of security for their
outstanding contract dues if any, and no creditor of the buyer will be entitled
to take them in execution nor will the assignee, receiver or liquidator of the
Buyers have any claim over them except subject to the said paramount charge in
favour of SAADI for their outstanding contract dues. In case of default in
payment of the sellers dues or any part or instalment thereof, SAADI will have
the right to enter upon the premises where the contract goods, are lying or
installed and take physical possession of the contracted goods from the Buyers
without prejudice, to SAADI’s other right and remedies under the contract and
Buyers hereby agree to give Sellers the necessary lease and license for the
same in addition to the reimbursement of expenditure incurred by SAADI in this
regard. SAADI will have right of resale at the risk of Buyers in the event of
undue delay in payment schedule or issue of dispatch/delivery instructions for
the goods by the Buyers or his assigned nominees.
14. STORAGE
In the event of non availability of
transport for the dispatch of item ordered by Buyers, the Buyers shall either
arrange for storage of the goods at his own cost or make alternative
arrangements for the carriage there of within fourteen days of the intimation
given by SAADI of the non-availability of transport. Subject to the
availability of storage space, SAADI may at the cost and risk of the Buyers,
store the ordered items in its godown on payments by
the buyers of the storage charge at actual of the product ordered by Buyers up
to 30 (Thirty) days from the date the product is kept ready for inspection or
despatch and such storage charges shall be paid by the Buyer before taking
delivery of the product. Where the Buyers fail to take Delivery of the product
within 30 (Thirty) Days from the date of intimation about the readiness of the
product for any reason, SAADI shall be entitled to forfeit the advance if any,
paid at time of placement of order and SAADI shall have right to sell the product
at Buyer’s risk and cost as per clause No.16 noted below, and appropriate the
proceeds against the dues of the buyer to SAADI.
15. ERECTION
SAADI offers the services of its
technicians, at its standard rates applicable at that period of time, for a
period of one year from the date of dispatch of its products for erection and
demonstration, upon Buyer’s express request. Also the Foundation and
Electrification up to the machine and any other requisite preparatory work
should be completed by the Buyer and the same should be communicated to SAADI
in writing. Separate Charges for Engineers, technicians per day charges and
travelling, boarding / lodging charges will be applicable as per our standard
charges as mentioned below.
1. Travelling cost, boarding and lodging
cost to be at Buyer’s account
2. Further charges for MACHINE TOOLS
DIVISION INCLUDING SAADI DIRECT Local Service Charges will be at Rs. 2000 nett per installation and Rs. 500 per day for other
charges. Local means at all places where the office of SAADI is based and
within 100 kms distance from the respective offices.
Per
day |
Per
Engineer cost (per day) |
Other
charges (per day) |
Outstation (between 100 ~ 200 kms
from office) |
2500 |
1500 |
Outstation (above 200 kms
from office) |
2500 |
1500 |
Maximum time allotted to the buyer will
be 3 days per engineer only for above price and in case of any extension, can
be done so by SAADI only at its discretion.
3. Further charges for SHEET METAL
DIVISION AND CNC MACHINES DIVISION Local service charges for installation and
commissioning will be at Rs. 25,000/- nett and Rs.
500/- per day per engineer.
Local means at all places where the
office of SAADI is based and within 100 kms distance
from the respective offices.
Outstation (between 100 ~ 200 kms from office) will be at Rs. 25,000 nett
and Rs. 1,500/- per day per engineer.
Outstation (above 200 kms from office) will be at Rs. 25,000 nett
and Rs. 2,500/- per day per engineer.
Maximum time allotted to the buyer will
be 3 days per engineer only for above price and in case of any extension, can
be done so by SAADI only at its discretion.
16. ALTERATION
Telegraphic and telephone alterations in
relation to quantities or specifications shall not be valid or binding on SAADI,
unless and until a written confirmation thereof is received by SAADI within one
week of the date of telephonic or telegraphic alteration made by the Buyer and SAADI’s
acceptance thereof is obtained.
17. JURISDICTION
All or any dispute arising between the
parties in or in relation to this offer or the order placed by the buyer shall
be instituted only in Courts or Tribunals of competent Jurisdiction situation
in Pune, Maharashtra.
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