TERMS

These Sales Order Terms and Conditions ("Agreement") are the exclusive contract between Kairav Chemofarbe Industries Limited ("Company") and you ("Customer") in respect of the sales order ("Order") raised by the Company. This Agreement shall not be altered, amended, nor waived except in writing signed by both the parties. If any provisions of any purchase order or other writings are different from or are otherwise in conflict with this Agreement, this Agreement shall prevail and the terms contained in any purchase order or other writings are expressly rejected by the Company.

SUPPLY AND SPECIFICATIONS OF MATERIAL

  1. The Company shall supply the materials to the Customer in accordance with specifications stated by the Company or as may be mutually agreed.
  2. The Company shall provide the Customer with Material Safety Data Sheet (MSDS) on request containing appropriate data for handling and storage of the material.
  3. The Company's standard method of analysis for testing against specifications at the time of dispatch shall prevail in the event of absence of another mutually agreed method of analysis set by the parties, in writing.

PAYMENT

  1. The price of the materials shall be the price set out in the accepted purchase orders raised by the Customer.
  2. Delivery within India: Any late payment to the Company shall attract an interest calculated @ 16% p.a. from the due date of the invoice OR
    Delivery outside India: Any late payment to the Company shall attract an interest as per applicable law from the due date of the invoice
  3. Delivery within India: Any additional expenses incurred by the Company on account of delay by the Customer to accept/ collect the delivery of shipment shall make the Customer liable to a penalty of INR 2,000/- for each day of delay OR
    Delivery outside India: Any additional expenses incurred by the Company on account of delay by the Customer to accept/ collect the delivery of shipment shall make the Customer liable to indemnify the Company for all the charges incurred by the Company per hour/each day of delay, as applicable. For example, Destination Delivery Charges and Chassis Usage Charges.
  4. The Company reserves the right by giving notice to the Customer at any time before delivery, to increase the price of the materials to reflect any increase in the cost to the Company which is due to any factor beyond the control of the Company (such as, without limitation, any significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the materials which is requested by the Customer, or any delay caused by instructions of the Customer or failure of the Customer to give the Company accurate information or instructions.

PACKAGING, TRANSPORTATION AND DELIVERY

  1. The Company shall package the materials for transit and storage using appropriate means such as, inert gas blanketing/ stabilizer or both. The limit of peroxide indicated in the specifications and Certificate of Analysis shall be as on the date of the dispatch of the materials. The Company shall not accept any liability for any loss or damage caused where such packaging is used for the further transportation of the materials and the Customer must satisfy himself that the materials are safely packaged for such further transportation.
  2. The Company shall use reasonable efforts to deliver the materials to the Customer to the place of delivery indicated in the Order in accordance with the Order subject to the receipt of the schedule of delivery date(s) within 7 (seven) days of the Order or as mutually agreed between the parties in writing. The Customer shall not be entitled to make changes in the schedule of delivery date(s) without the prior consent of the Company.
  3. The Customer agrees that the delivery date(s) mentioned in the Order are indicative in nature and the Company shall make best efforts to deliver as per those dates.
  4. A delay or interruption or failure of the Company to supply any material that is attributable to an event of Force Majeure Event i.e. event on account of which the implementation of or of any obligation of the Company is delayed, prevented, restricted or interfered with by reason of: (a) fire, explosion, strike, lock-out, labour dispute, casualty or accident, lack or failure of all or part of transportation facilities; (b) epidemic or pandemic, cyclone, drought, earthquake, flood; (c) war, revolution, lockdown, civil commotion act of enemies, blockade or embargo, any law, order, proclamation, regulation, ordinance, demand or requirement of any international organization or any government or subdivision's authority or representative or any such government, (d) any other acts whatsoever, whether similar or not to those set out above, beyond the reasonable control of the Company, which shall make it practically impossible for the Company to carry out its obligations shall not be considered as breach of the Agreement by the Company.
  5. Each shipment of material shall be accompanied by the following documents: a) invoice b) shipment/transport documentation applicable and c) certificate of analysis.
  6. The Company shall retain the title to the delivered materials under an Order till the purchase price has been paid in full.
  7. The Company shall not be obliged to insure the goods against damages during transportation. The Company shall be permitted to make partial deliveries under an Order. The risk shall be transferred to the Customer at the latest when the goods are handed over to the carrier, freight forwarder or otherwise to third parties in order to fulfil their dispatch or as per the agreed Incoterm/delivery terms. Wreckage or damage to the materials after transfer of risk to the Customer does not release it from its obligation to fully settle the invoice for the purchase price.

INSPECTION AND DEFECTS

  1. After receipt of any material, the Customer may test, or cause to be tested at its own cost and expense (but shall not be obligated to test or have tested), the material to ascertain if its conforms with the specifications within sixty (60) days of receipt of a particular shipment of material.
  2. The Customer shall have the right to reject any shipment of material that does not meet specifications and where such deficiency is attributable to the Company and provided that a written notice is served on the Company to that effect not later than sixty(60) days after Customer's receipt of a given shipment. In each such case, such notice will specify the shipment, order number and the nature of the failure of such shipment to conform to the specifications, along with reasonable evidence of such non-conformity (including a sample of the material from the shipment).
  3. Upon the receipt of the notice as contemplated in clause 5.1 above within the stipulated time and if, after its own analysis of the sample provided by Customer, the Company confirms such non-conformity, then the Company shall promptly replace such shipment at its own costs upon the receipt from the Customer of all such non-conforming materials. Such non-conforming materials are to be sent back by the Customer in their original packaging (to the extent unopened and practically possible) at Customer's cost.
  4. Upon the receipt of the notice as contemplated in clause 5.1 above within the stipulated time and if, after its own analysis of the sample provided by Customer, the Company confirms no such non-conformity, then the Company shall not be liable to replace such shipment.
  5. In the event that the parties cannot resolve the issue in respect of specifications by mutual discussion, the parties shall submit the samples of the disputed material to an independent testing laboratory, to be agreed upon by the parties within ten (10) days from the parties being unable to resolve such issue, for testing in accordance with the specifications. The findings of such independent testing laboratory shall be binding on the parties unless there is a manifest error. Expenses of such testing including the return of materials shall be borne by the party adversely affected by such findings.
  6. Disputes in relation to any quantity shortage, packaging material, excess or discrepancy from underlying invoice(s) will be mutually resolved by the parties provided that a written notice is served on the Company to that effect not later than fifteen (15) days after Customer's receipt of a given shipment. In the event that the parties cannot resolve the issue in respect of packaging disputes by mutual discussion, the parties shall submit the samples of the disputed packaging material to an independent testing laboratory, to be agreed upon by the parties within ten (10) days from the parties being unable to resolve such issue, for testing in accordance with the specifications. The findings of such independent testing laboratory shall be binding on the parties unless there is a manifest error. Expenses of such testing including the return of materials shall be borne by the party adversely affected by such findings.
  7. Notwithstanding any other term or provision of this Agreement, the Company shall not be under an obligation to replace any material in the following cases:
    1. in the absence of any written notice from the Customer within the time periods mentioned above; and;
    2. if the materials have not been stored and or handled properly in compliance with the Company's instructions

REMEDIES

The Company's liability for non-conforming materials is exclusively limited, at Company's option, to replacement of the non-conforming materials or refund of the purchase price of such materials.

LIMITATION OF LIABILITY

  1. In no event shall the Company be liable to the Customer under any legal theory for any special, indirect, consequential, exemplary or incidental damages, however caused, arising out of or relating to its obligation under the Order, even if the Customer has been advised of the possibility of such damages and in no event shall the liability of the Company to indemnify the Customer exceed in the aggregate the total amount paid by Customer to the Company under the concerned Order.
  2. Except as stated herein, the Company does not make any representations or warranties, express or implied, including but not limited to the warranties of merchantability or fitness for a particular purpose or that the material will not infringe any third party rights.

LIMITATION OF LIABILITY

  1. The parties hereby agree that they will keep this engagement strictly confidential and all the details relating thereto i.e. including but not limited to technical, manufacturing, logistic and procurement information, information regarding the parties customers, processes and present and future business plans of the disclosing party and any other information expressly marked as "confidential" that is disclosed to the receiving party during the term of this Agreement ("Confidential Information"). The parties shall not disclose any Confidential Information of the other Party to any third party.
  2. Notwithstanding the foregoing, the receiving party is entitled to disclose Confidential Information if and insofar as required by law, regulation, rule or order of any governmental body or court having jurisdiction over either party or the subject matter of the Confidential Information, provided that the disclosing party is given written notice of any such requirement without undue delay.
  3. The receiving party agrees to use the Confidential Information only for purposes related to the performance of this engagement and not for any other purposes. The confidentiality obligations set forth herein shall survive for a period of three (3) years from the date of Order.

FRUSTRATION

In the event the manufacturing/ procuring/ processing/ packaging costs of the materials are heightened such that it is no longer economically feasible for the Company to supply the materials under accepted Orders, the Company shall have the right to terminate the Agreement/Order without any further liability on account of frustration of the Agreement. The Company shall return any/all advance payments so received from the Customer in respect of the unfulfilled portion an Order that has been cancelled by the Company for the aforementioned reason.

GOVERNING LAW

This Agreement shall be governed by and construed and shall take effect in accordance with law of Republic of India.

SETTLEMENT OF DISPUTES

  1. Amicable Resolution

    The parties hereby agree that they will keep this engagement strictly confidential and all the details relating thereto i.e. including but not limited to technical, manufacturing, logistic and procurement information, information regarding the parties customers, processes and present and future business plans of the disclosing party and any other information expressly marked as "confidential" that is disclosed to the receiving party during the term of this Agreement ("Confidential Information"). The parties shall not disclose any Confidential Information of the other Party to any third party.

  2. Arbitration

    1. In the event the parties cannot resolve any such dispute, controversy or claim, then such dispute, controversy or claim shall be finally settled under (Indian) Arbitration and Conciliation Act, 1996 by a bench of three (3) English speaking arbitrators. One arbitrator each shall be appointed by each party to the dispute and the third arbitrator shall be appointed by these two arbitrators.
    2. The seat of Arbitration shall be Mumbai.
    3. The language to be used in the Arbitration proceedings shall be English.
    4. The decision of the arbitral tribunal shall be final and binding on both parties and the parties agree and undertake to carry out any decision or award of the arbitrator relating to such dispute without delay. The arbitral award shall be substantiated in writing.
    5. Each Party shall bear and pay its own costs and expenses in connection with the arbitration proceedings unless the arbitrators direct otherwise.

ASSIGNMENT

This Agreement shall not be assigned, subcontracted or delegated, in whole or in part, by the Customer without the Company's prior written consent. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. The Company may assign this Agreement including any Order and its interest therein to any affiliated corporation, or to any corporation succeeding to the Company's business without the consent of the Customer.

CANCELLATION BY CUSTOMER

In case the Company receives a cancellation notice from the Customer within a reasonable time of placing a purchase order and the Order has not been processed by the Company, the Customer may opt to cancel the Order on payment of then applicable cancellation charges. However, if an Order has been processed and is ready to be shipped out, the Customer shall not be entitled to cancel the Order and shall be liable to make complete payment in respect of the same irrespective of whether or no the Customer has collected the materials from the place of delivery.

PRODUCT SAFETY

  1. Technical Advice and Other Services:

    Customer shall be solely responsible for any designing, processing, testing and labelling of any material that Customer manufactures/develops using the materials supplied by the Company, and the Customer will not rely on any advice, recommendation or information obtained from the Company's material literature or websites, including any design aid or other service made available by the Company , or any representation or statement made by, or on behalf of the Company about the suitability of the materials provided for any purpose. Customer has tested and investigated materials sold by the Company sufficiently, to form an independent judgment concerning their suitability for the use, conversion or processing intended by Customer and shall not make any claim against the Company, or hold the Company liable in any manner, with respect to any technical advice, statements, data, services or recommendations furnished (or failed to be furnished) by the Company.

  2. Customer's Acknowledgement:

    Customer acknowledges that the materials may be hazardous, if so indicated in the Material Safety Data Sheet (MSDS) and that the Customer is familiar with, and shall take all steps necessary to inform, warn, and familiarize its employees, agents, customers, and contractors who may handle the materials, of all hazards pertaining to and proper procedures for safe use of the materials and of the containers or equipment in which the materials may be handled, shipped, or stored. The Customer also undertakes to label as appropriate any materials that it makes or resells that include the materials supplied hereunder.

Contact


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Contact Details


  • +91-22-2596 8361 / 62
  • 91-22-2596 2453 / 2596 2457      /25950203
  • 502 Filix , LBS Marg ,
         Opposite Asian Paints ,      Bhandup(West),
         Mumbai, Maharashtra-400 078,India
  • sales@chemofarbe.com