Sales Terms & Conditions
1. GENERAL
- 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 WOOLLEN MILL ESTATE, DR E MOSES ROAD, SHAKTI MILL LANE, MAHALAXMI, MUMBAI – 400011, MAHARASHTRA, 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.
- 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.
- 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. If the Conditions differ from any of the terms and conditions of Customer, the Conditions and any subsequent communication or conduct by or on behalf of TPPPL, including, without limitation, confirmation of an order and delivery of Products, constitute a counter offer and not acceptance of such terms and conditions submitted by Customer.
- 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.
- 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
- 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"). TPPPL shall be entitled to refuse an order without indicating the reasons.
- 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.
- Each delivery shall stand as a separate transaction and any failure to deliver shall have no consequences for other deliveries.
3. PRICES
- 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 Goods and Services Tax or any other similar applicable taxes, duties, levies or charges in any jurisdiction levied in relation to the Products or the delivery thereof ("Taxes"). The amount of any Taxes levied in connection with the sale of Products to Customer shall be for Customer's account and shall either be added to each invoice or separately invoiced by TPPPL to Customer.
- 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 the cost price determining factors have been subject to an increase. These factors include but are not limited to: raw and auxiliary materials, energy, products obtained by TPPPL from third parties, wages, salaries, social security contributions, governmental charges, freight costs and insurance premiums.
4. PAYMENT AND CUSTOMER'S CREDIT
- Unless stated otherwise in the Confirmed Order, payment shall be made on the basis of net cash, to be received in advance. All payments shall be made without any deduction on account of any Taxes and free of set-off or other counter claims.
- With regard to payment for the Products, time is of the essence. TPPPL may, without prejudice to any other rights of TPPPL, charge interest on any overdue payment at 24% per annum from the due date computed on a daily basis until all outstanding amounts are paid in full.
- Every payment by Customer shall in the first place serve to pay the judicial and extra-judicial costs and the accrued interest and shall afterwards be deducted from the oldest outstanding claim.
- Any complaint with respect to the invoice must be notified to TPPPL in writing within 7 days after the date of invoice.
5. DELIVERY AND ACCEPTANCE
- Unless stated otherwise in the Confirmed Order, all deliveries of Products shall be ex-factory.
- Unless stated otherwise in the Confirmed Order, any times or dates for delivery by TPPPL are estimates and shall not be of the essence.
6. CANCELLATION
- Customer's wrongful non-acceptance or rejection of Products or cancellation of the Confirmed Order shall entitle TPPPL to recover from Customer the price of such Products as quoted in the Confirmed Order.
7. EXAMINATION AND CONFORMITY TO SPECIFICATIONS
- On delivery Customer shall examine the Products and verify they meet the agreed specifications.
- Complaints about the Products shall be made in writing within 7 days from delivery.
- Determination of conformity shall be done solely by TPPPL using retained samples and analysis methods.
- Defects in parts of the Products do not entitle Customer to reject the entire delivery.
- TPPPL makes no representation of warranty as regards traded Products including Equipment.
- Customer is advised to carefully read applicable warranty terms and conditions.
- Applicable warranties are conditional upon proper handling and installation.
- The warranty will not apply if damage results from misuse, accident, or improper storage.
8. TRANSFER OF RISK AND PROPERTY
- The risk of the Products shall pass to Customer ex-factory once delivered.
- Title to the Products shall remain with TPPPL until payment in full is received.
- TPPPL shall be entitled to repossess Products if payment is not made.
9. LIMITED WARRANTY
- TPPPL warrants that Products shall conform to Specifications at delivery.
- Repair or replacement obligations depend on timely notice of non-conformance.
- This warranty replaces all other warranties including merchantability or fitness.
10. LIMITED LIABILITY
- TPPPL shall not be liable for indirect, consequential, or special damages including loss of profit or goodwill.
11. FORCE MAJEURE
- Neither party shall be liable for delay or failure caused by events beyond reasonable control including acts of God, war, strikes, epidemics, or supply shortages.
- Affected party must notify the other party and performance obligations shall be suspended during such event.
12. MODIFICATIONS AND INFORMATION; INDEMNITY
- TPPPL reserves the right to modify specifications and materials without notice.
- Customer shall rely on its own expertise and indemnify TPPPL against claims arising from use of Products.
13. COMPLIANCE WITH LAWS AND STANDARDS
- Customer shall ensure compliance with all applicable laws and standards relating to the use of Products.
14. INDEPENDENT CONTRACTORS
- TPPPL and Customer are independent contractors and not agents of one another.
15. NON-ASSIGNMENT AND CHANGE OF CONTROL
- Neither party may assign obligations without prior written consent.
- TPPPL may terminate the order if Customer undergoes a change of control.
16. SUSPENSION AND TERMINATION
- TPPPL may suspend or terminate orders if Customer defaults or becomes insolvent.
- All outstanding payments shall become immediately payable.
17. WAIVER
- Failure by TPPPL to enforce any provision shall not constitute waiver of rights.
18. SEVERABILITY AND CONVERSION
- If any provision is invalid, remaining provisions shall remain enforceable.
19. GOVERNING LAW AND ARBITRATION
- These Conditions shall be governed by the laws of India.
- Disputes shall be resolved by arbitration in Mumbai under the Arbitration and Conciliation Act, 1996.
20. SURVIVAL OF RIGHTS
- Rights and obligations shall survive termination and bind successors.
21. HEADINGS
- Headings are for convenience only and do not affect interpretation.
22. INTELLECTUAL PROPERTY
- All intellectual property rights relating to the Products belong to TPPPL.
- TPPPL shall not be liable for third-party intellectual property claims.
- Customer assumes all risk of infringement arising from Product use.
23. GST COMPLIANCE AND INVOICING
- TPPPL shall maintain valid GST registration and display GSTIN on invoices.
- Invoices shall comply with GST rules including HSN/SAC codes and IRN where applicable.
- TPPPL shall ensure invoices allow Customer to claim ITC.
- E-invoices and E-way bills shall be generated where applicable.
- Tax liability arising from non-compliance shall be borne by responsible party.
- Changes in tax law shall require mutual cooperation for compliance.
- IMS actions must align with actual transactions to avoid additional GST liability.
24. TAX DEDUCTION
- Customer shall deduct TDS at applicable rates under the Income Tax Act.
- Customer shall issue TDS certificates to TPPPL within prescribed timelines.
- Customer shall submit yearly turnover declaration to TPPPL.