Terms and Conditions of Sale / Service
1. SCOPE AND COVERAGE:
- All orders booked by the Company will be subject to these conditions of sale and all purchasers are deemed to have signified their acceptance of these conditions while placing orders. It will be optional to the Company to cancel whole or part of any order at any time even though it has been accepted and whether or not it has been partly executed by the Company.
- In case where the place of supply for goods/services is dependent upon the location of registered person, address provided by the purchaser (as provided in the purchase order) for the purpose of billing would be treated as ‘Location of Recipient’/address on records as envisaged under GST legislation. Further, in case where any additional liability (tax, interest penalty etc) arises on the company due to incorrect determination of ‘Location of Recipient’ by purchaser, purchaser should indemnify the company.
- Generally no change in details received from the purchaser would be made by the company after issuance of invoice. Any changes in the invoice, in circumstances deemed fit by the company, would be done only after obtaining appropriate undertaking from the purchaser in the specified format.
2. PRICES & DISCOUNT ON PRICES:
+ Prices exclude any tax or duty relative to the sale of the goods .These taxes and duties will be added to the price and will be paid by the Buyer.
+ Prices indicated in the quotations , estimates, or other documents issued by the seller prior to acceptance of the order are not binding on this.The final price will be that applicable on that date of order acceptance.
+ Prices, discounts and terms are subject to change and such discount shall be excluded for computing taxes provided that:
– Title to and risk of loss in all the products sold here under shall pass to the purchaser at the company’s work, Madurai or such other location as may be agreed between the customer and the company.
– Unless otherwise agreed by the Company in writing the payment for the products, sold hereunder shall be cash, 30 (thirty) days from the date of invoice by terms acceptable to the company. However, invoices shall not be dated earlier than the dates of shipment.
– Such discount is established in terms of an agreement entered into at or before the time of such supply and specifically linked to relevant invoices.
– Input tax credit has been reversed by the recipient of the supply as is attributable to the discount on the basis of the document issued by the supplier.
DISCOUNT ON PRICES :
Any other post supply discount that may be given to the purchaser would be communicated vide a ‘Separate Document’ before or at the time of supply providing the terms and conditions governing such discounts.
The purchaser has to reverse the input tax credit as is attributable to such discount on the basis of the document issued by the company. Responsibility of confirming reversal of input tax credit attributable to such discount should be casted upon purchaser by way of contractual obligation.
Existing terms to be evaluated to ensure that quantum of discount granted pre GST is comparable post GST
In case of any discount allowed without having an agreement in place, such discount shall be passed on by way of credit notes issued in compliance with section 34 of the CGST Act within the timelines prescribed.
SUBSEQUENT CHANGES IN PRICES:
Outstanding orders whatever their dates will be fulfilled at prices, discounts and terms ruling on the date of shipment.
In case of any change in price/value subsequent to supply, shall be recovered of refunded by way of issue of appropriate document which shall be over and above this invoice issued and it shall be issued in compliance with section 34 of the CGST Act within the timelines prescribed.
Price/Value mentioned in the invoice will be generally payable subject to the condition that the Company at its discretion may recover or refund in case of subsequent increases/decreases, the difference in price/value.
3. LIMITATION OF LIABILITY RELATING TO TAXES AND LEVIES OF CENTRAL AND STATE GOVERNMENT:
The Prices/fees quoted for supply of goods/services should be exclusive of GST/Indirect taxes as may be applicable. The same shall be separately recoverable based on the HSN/SAC classification at Purchase Order stage. Further, the company shall not be held liable in case where any demand of tax or additional liability is made on purchaser due to dispute in the classification adopted by the company with the tax authorities.
In case the purchaser is eligible for any exemption or lower rate of tax, the purchaser is responsible to provide the requisite details, documents, declarations or undertake any prescribed compliance for the purpose of tax exemptions/lower tax rates while issuing purchase order or before supply is made (whichever is earlier). In absence of this, no tax exemption/lower rates would be extended. Further, in case of any incorrect/incomplete or any non-compliance on behalf of the purchaser because of which a demand is raised to the company by the tax authorities, the purchaser shall be immediately liable to pay the applicable taxes/amount (including interest, penalty and associated litigation cost) if any upon notification by the company.
4. POINT OF SALE AND PAYMENT:
All cheques, drafts, hundies etc., should be made to order and crossed payable to “TVS Srichakra Ltd.” and shall be Account payee only.
Where documents are sent through bank it is expressly stipulated that notwithstanding anything to the contrary contained herein the property in the goods will pass to the purchaser only upon the retirement of documents against payment to the banker and concluded sale will take place on the date on which the documents are retired where the documents are sent through bank.
5. LATE PAYMENT:
In case of non-compliance with the payment term, the BUYER will be automatically in default and the SELLER may require the BUYER to pay interest @ 18% p.a.
In the event of late payment, the SELLER is entitled to demand payment in advance on future orders, or delivery of a bank or other guarantee, for the same amount that is acceptable to him or opening a Letter of Credit.
6. RESPONSIBILITIES OF BUYER:
Packages should be verified with the corresponding invoices shipping order/railway receipt at the time of accepting delivery form the transporter/carrier.
Failure by the purchaser to give written notice of shortage within 15 days from the date of receipt of the products or in the case of non shipment the date fixed for shipment, respectively shall constitute a waiver by the purchaser of all such claims as aforesaid arising as a result of such delivery or non-shipment.
7. WARRANTIES AND LIABILITY:
Every effort shall be made by the company to secure the highest possible standard of excellence of both material and workmanship. However, the company makes no warranties, expressed or implied, with regard to the products hereunder. Further the company makes no representation whatsoever in respect of any products manufactured, sold or supplied by the company or their dealers and all conditions and guarantees whether statutory or otherwise, are hereby expressly excluded.
The company expressly and specifically disclaims any warranty of merchantability or fitness for a particular application/purpose. The company shall not be liable in respect of any claim whether arising out of the use of any of the company’s products or otherwise and in no event the company shall be liable for special, consequential or incidental damages.
8. REMEDY FOR DEFECTIVE PRODUCTS:
In case of any alleged defective goods accepted by the company, for the amount equivalent to the ex-gratia allowance to be made, a credit note shall be passed in compliance with section 34 of the CGST Act within the timelines prescribed.
Alleged defective products submitted under claim will be received for examination on the understanding that offers made, if any are accepted within 21 days from the date of notification and instruction for disposal of claims on which no offer is made must give 21 days to the company’s office from the date on which the notification was sent. if any offer is not accepted or disposal instructions are not received within the time specified, the company reserves the right to destroy the sold products and no compensation whatsoever will be paid to the buyer in respect thereof.
9. RETURN OF MATERIALS BY PURCHASER: The company will not accept return of any of their products unless the purchaser has received the company’s written permission signed by a duly authorised official to return and in all such cases the purchaser will return the goods to the company premises at its cost and risk and all charges including transportation charges shall be paid by the purchaser.
10. DELAY IN TAKING DELIVERY OF THE MATERIALS BY PURCHASER: In the event the purchaser fails to take the delivery of the goods ordered by them, the company may in addition to the legal remedies deal with the goods on its absolute discretion. In such cases, purchaser will be liable to pay damages for the breach of the contract equal to aggregate of actual bank/VPP charges, demurrage, warfare charges and freight incurred by the company in dispatching and recalling the goods. The company’s statement showing the expenses in this regard will be final and binding on the purchasers. The company reserves the right to stop the supplies to the purchaser under the same of any other contract order, unless the said charges are paid. Any damages that the purchaser is liable to pay due to delay in taking the directly of goods, shall be paid inclusive of any duties, cesses and other levies chargeable under any of the acts in force.
11. FORCE MAJEURE CLAUSE: While the company will make every reasonable efforts to effect prompt delivery of the said products, it shall not be liable for any delay in delivery or for failure to deliver, due to unforeseen circumstances or due to circumstances beyond its control including but not limited to, act of God, fire, flood, war, government regulations, direction or request, accident, labour trouble or inability to obtain material, equipment or transportation.
12. ARBITRATION AND APPLICABLE LAW: The law of Republic of India shall be the governing law and any difference or disputes relating to the goods/the subject matter of this invoice would be within the jurisdiction of the courts of Madurai and the said courts alone shall have sole exclusive jurisdiction to entertain any civil/other suit or matter in respect of such goods.
All dispute, difference and /or claims arising in connection with or arising out of this contract or an earlier contract shall be settled amicably, failing which by arbitration in accordance with the Indian Arbitration and Conciliation Act, 1996 or any statutory amendments replacements thereof. The arbitration tribunal shall consist of three (3) arbitrators, one arbitrator to be appointed by each party and the third arbitrator shall be nominated by the two arbitrators, nominated by the parties. The award given by this arbitrator shall be final and binding on all the parties to this contract. The venue of arbitration shall be Madurai. The arbitrators shall apply Indian laws and the language of arbitration shall be English.
13. COMPLIANCE: External service provider shall meet all applicable statutory, Regulatory and company specified requirements.
14. OTHER PROVISIONS: The SELLER does not recognize other trading conditions. BUYER expressly disclaims the enforcement of its own commercial terms.