1. GENERAL

1.1 These General Terms and Conditions of Sale (“Conditions”) govern the offering, sale and delivery of all goods and/or services (hereinafter jointly referred to as the “Product(s)”) from TECHNOVA PRINTRITE PRODUCTS PVT. LIMITED, F5/FIRST FLOOR, LAXMI WOOLEN MILL ESTATE, OFF DR E MOSES ROAD, SHAKTI MILLS LANE, MAHALAXMI, MUMBAI – 400 011 India (“TPPPL”), to customer (“Customer”) and apply to all transactions between TPPPL and Customer. By placing an order or accepting delivery of the Products, Customer confirms its unqualified acceptance of these Conditions. These Conditions shall form an integral part of all quotations, Confirmed Orders, invoices, and delivery documents issued by TPPPL.

1.2 By contracting on the basis of the Conditions, Customer agrees to the applicability thereof in respect of all future dealings, even if this is not explicitly stated.

1.3 TPPPL explicitly rejects the applicability of any general terms and conditions of Customer. Furthermore, the Conditions supersede any and all terms of prior oral and written quotations, communications, agreements and understandings of the parties in respect of the sale and delivery of the Products and shall apply in preference to and supersede any and all terms and conditions of any order placed by Customer and any other terms and conditions submitted by Customer. Failure by TPPPL to object to the terms and conditions set by Customer shall in no event be construed as an acceptance of any of the terms and conditions of Customer. Neither TPPPL’s commencement of performance nor TPPPL’s delivery shall be deemed as acceptance of any of Customer’s terms and conditions.

1.4 Any electronic communication between TPPPL and Customer shall be effective as originals and shall be considered to be a “writing” between the parties. The electronic communication system used by TPPPL will serve as sole proof for the content and the time of delivery and receipt of such electronic communications.

1.5 The Parties agree that electronic records maintained in the usual course of business, including emails and system-generated data logs of TPPPL, shall be admissible as evidence of content and delivery, and shall be binding unless proven otherwise.

2. QUOTATIONS, ORDERS AND CONFIRMATION

2.1 Unless stated otherwise by TPPPL, quotations made by TPPPL in whatever form are not binding to TPPPL and merely constitute an invitation to Customer to place an order. All quotations issued by TPPPL are revocable and subject to change without notice. Orders are not binding until accepted by TPPPL in writing (“the Confirmed Order”).

2.2 Our price quotations based on estimated or projected quantities are subject to increase in the event that actual quantities purchased during the specified period are less than the estimated or projected quantities.

2.3 Each delivery shall stand as a separate transaction and any failure to deliver shall have no consequences for other deliveries.

3. PRICES

3.1 Prices and currencies of TPPPL’s Products are as set out in the Confirmed Order. Unless otherwise agreed, TPPPL’s prices include standard packaging but do not include Value Added Tax or any other similar applicable taxes, duties, levies or charges.

3.2 Unless the prices have been indicated as firm by TPPPL in the Confirmed Order, TPPPL is entitled to increase the price of the Products still to be delivered if cost factors rise (materials, energy, wages, taxes, transport, insurance, etc.).

4. PAYMENT AND CUSTOMER’S CREDIT

4.1 Payment is on net cash advance unless stated otherwise. All payments must be made without deduction or set‑off.

4.2 Late payments attract 24% per annum interest. Collection costs (lawyer fees, court fees, etc.) are payable by Customer.

4.3 Payments received are first adjusted against interest/costs, then oldest pending invoices.

4.4 Invoice disputes must be raised within 7 days; failing which the invoice is deemed accepted.

5. DELIVERY AND ACCEPTANCE

5.1 Deliveries are ex‑factory unless stated otherwise.

5.2 Delivery dates are estimates only. Customer must accept delivered quantities and pay accordingly.

6. CANCELLATION

6.1 Wrongful cancellation or rejection entitles TPPPL to recover full invoice value plus damages.

7. EXAMINATION AND CONFORMITY TO SPECIFICATIONS

7.1 Customer must inspect Products on delivery and during use.

7.2 Visible defects: report within 7 days. Hidden defects: report within 7 days of discovery, but not later than 1 month.

7.3 Conformity is determined solely by TPPPL’s retained samples.

7.4 Defects in part do not justify rejection of whole shipment.

7.5 No warranty on traded equipment/components.

7.6 Customer must review warranty guidelines, installation conditions, storage rules, etc.

7.7 Warranty valid only if product is handled per TPPPL/Manufacturer specifications.

7.8 Warranty void for misuse, wrong voltage, improper storage, accidents, corrosion, insects, unauthorized repairs, etc.

8. TRANSFER OF RISK AND PROPERTY

8.1 Risk passes ex‑factory once handed to Customer/carrier.

8.2 Title remains with TPPPL until full payment.

8.3 TPPPL may reclaim Products if Customer defaults.

9. LIMITED WARRANTY

9.1 Warranty: Products conform to Specifications on date of delivery. Remedies limited to repair, replacement, or credit.

9.2 Warranty claim requires timely notice and product return.

9.3 No other warranties apply, including merchantability, fitness, or IP non‑infringement.

10. LIMITED LIABILITY

10.1 TPPPL is not liable for indirect, incidental, consequential, punitive, lost profits, delays, production failures, etc.

11. FORCE MAJEURE

11.1 Neither party is liable for events beyond control (natural disasters, war, strikes, failures of suppliers, etc.).

11.2 Affected party must notify the other. If event exceeds 60 days, affected order may be cancelled.

12. MODIFICATIONS AND INFORMATION; INDEMNITY

12.1 Specifications may change unless contractually fixed.

12.2 Customer must rely on own judgment. Customer indemnifies TPPPL against product use‑related damages or IP claims.

13. COMPLIANCE WITH LAWS AND STANDARDS

13.1 Customer responsible for compliance with laws and obtaining required permits.

14. INDEPENDENT CONTRACTORS

14.1 Parties are independent; no agency relationship exists.

15. NON‑ASSIGNMENT AND CHANGE OF CONTROL

15.1 Rights cannot be assigned without consent except to affiliates/acquirers.

15.2 Change of control of Customer allows TPPPL to terminate order.

16. SUSPENSION AND TERMINATION

16.1 TPPPL may suspend/terminate if Customer defaults, becomes insolvent or fails to assure performance.

16.2 All claims become immediately payable upon such default.

17. WAIVER

17.1 Delay in enforcement does not waive TPPPL’s rights.

18. SEVERABILITY AND CONVERSION

18.1 Invalid clauses will be modified to reflect original intent; remaining terms remain valid.

19. GOVERNING LAW AND ARBITRATION

19.1 Indian law applies.

19.2 Arbitration in Mumbai. English language. Courts of Mumbai have jurisdiction.

20. SURVIVAL OF RIGHTS

20.1 Rights intended to survive termination remain valid.

21. HEADINGS

21.1 Headings are for convenience only.

22. INTELLECTUAL PROPERTY

22.1 All IP rights belong exclusively to TPPPL.

22.2 TPPPL is not responsible for third‑party IP rights.

22.3 Sale does not grant any IP license; Customer assumes all IP risks.

23. GST COMPLIANCE AND INVOICING

23.1 TPPPL shall maintain valid GST registration.

23.2 Invoice must include:

• GSTIN of both parties
• HSN/SAC codes
• Place of supply
• Applicable tax rates and amounts
• Invoice Reference Number (IRN), where applicable

23.3 Invoices must support Customer’s ITC claim.

23.4 E‑Invoice/E‑Way Bills shall be generated when applicable.

23.5 Incorrect GST leading to liability must be indemnified by responsible party.

23.6 Both parties must comply with GST law changes.

23.7 Actions on IMS portal must match actual transactions; discrepancies causing liability will be recovered.

24. TAX DEDUCTION

24.1 Customer must deduct TDS as applicable.

24.2 Customer must issue TDS certificates to TPPPL.

24.3 Customer must submit annual turnover declaration.