- Terms & Conditions
Terms & Conditions
These Conditions of Sale (hereinafter referred to as “Conditions”) shall govern all contracts for sale or supply of following products (hereinafter referred to as “Goods”) by M/s Aamor Inox Limited (hereinafter referred to as "AIL") and shall form an integral part of all offers and agreements for the sale of Goods by AIL.
Any condition put forward by the Buyer in its order or otherwise will only have effect if accepted by AIL in writing. AIL will confirm the Buyer’s order by issuing a Sales Order accepting the Buyer’s order in the prescribed form called Sales Order (hereinafter referred to as “SO”), and a contract will be concluded only upon the issue of such SO.
"Buyer" means any person/entity at whose request Goods are supplied and/or services are provided by AIL to such person/entity under the contract. "Goods" means any goods or replacements and/or any services provided by AIL to the Buyer under the contract.
These conditions shall apply to every contract entered into by AIL except as varied by express Agreement in writing signed by a duly authorized person on behalf of AIL. The headings are for convenience only and shall not affect construction of these Conditions. References to the provision of any statute or legislation shall be construed as reference to such statute or legislation as amended, consolidated or re-enacted (without substantial amendment) from time to time.
A quotation by AIL given in writing to the Buyer amounts to an offer (hereinafter referred to the “Offer”). An Offer from AIL is valid for a period of 24 hours from the date of issue, unless otherwise expressly stated in the Offer. AIL may revoke such offer at any time prior to receiving the Buyer’s acceptance in writing by giving a written notice thereof. The Buyer's response to AIL (in whatever manner communicated) is an acceptance of the Offer to enter into a contract upon these Conditions. However, the contract is formed only upon AIL issuing the SO and dispatching it to the Buyer. The Buyer shall not assign contract or the benefit of the contract without AIL's prior written consent.
The Goods shall meet the agreed specifications in the “SO”. Statements presented in product information, handbooks, web sites, price lists or other information regarding the Goods will only be binding on AIL if expressly referred to in the “SO”. Other than the written specifications as stated hereinabove, no other specifications shall be implied or inferred.
Prices quoted in the Offer (hereinafter referred to an “Offer Price”) do not include any Taxes/Duties/Levies etc. unless otherwise expressly stated. The Buyer undertakes to pay AIL as per payment terms set out in the SO. The Buyer is not entitled to hold any payment even in any event including in the event of any Quality Claims/Shortages/Disputes. If the Buyer does not pay on time, the Buyer shall pay overdue interest on the amount outstanding at a rate of 24 percent per annum from the due date to the payment date if the delay in payment is less than or equal to 15 days. For delay in payment exceeding 15 days from the due date, Buyer shall pay overdue interest on the amount outstanding at a rate of 36 percent per annum from the due date to the payment date.
On time delivery of goods is the essence of any Sales Contract and AIL acknowledges it and shall use its reasonable endeavors to deliver the Goods by any stated or agreed delivery date(s). However delays in delivery due to force majeure or unforeseen circumstances for which we are not responsible, such as industrial unrest, strikes, lockouts, lack of means of transport, difficulties in procuring raw materials, official regulations and untimely delivery by our supplies do not constitute delay on our part. Agreed delivery terms are extended by the duration of the setback. The agreed delivery date(s) means the date on which the Goods shall be ready for dispatch from AIL. AIL is entitled to divide and deliver the Goods in lots. If no delivery time is agreed, delivery shall be made according to AIL's capacity planning.
In the event of the Buyer not taking delivery of Goods within a week of their arrival at the destination port, AIL reserves the right to deal with the Goods as it desires including diverting them to other Customers. The Buyer shall, without any demur, issue a No Objection Certificate for the said purpose. The buyer shall be liable to pay AIL the actual costs accrued on account of the buyer’s failure/refusal to take delivery of the Goods from the Buyer.
Defective Goods and shortages
The Goods delivered shall be free from defects. The Goods shall only be regarded as defective if the Goods do not meet the specifications set out, as per above clause. Goods sold as stock lots or non-prime or seconds or under similar description are sold “as is”, which means that all rights to remedies and compensation for defects are waived. The Buyer has to inspect the Goods immediately on receipt and In the event of any defects or shortages in the Goods, the Buyer shall give notice to AIL in writing within Two weeks of the Goods arriving at their named place of destination inter alia giving details of the defects/shortages. However, if the said notification is made after the expiry of 2 weeks, it will not have any legal effect & AIL will not be obliged to perform any remedy or after any reduction in price.
If the Buyer has notified AIL of any defects or shortages in the Goods within the stipulated time, in accordance with the terms stated above, AIL shall, either conduct a joint inspection of such Goods by the representatives of AIL and Buyer at Buyer’s premises and/or at its sole discretion, ask for photographs, samples and other similar evidence supporting Buyer’s claim or any other method deemed suitable to verify the claim. In the event and to the extent that the defects and/or shortages reported by the Buyer are found genuine, AIL shall, at its sole discretion and at its own cost and within a reasonable time frame, fulfill the shortages, replace defectives or offer any reduction in price. Defective Goods shall be handed over to AIL immediately on acceptance of the Buyer’s claim by AIL. Apart from the remedies and compensation expressly set out in these Conditions or the Agreement the Buyer is not entitled to any other compensation or remedies with respect to any defect or shortage in the Goods.
Neither party shall be liable for delay in performing or failure to perform its obligations if the delay or failure results from an impediment outside its reasonable control such as war, terrorism, fire, explosion, cyclone, flooding or other extreme weather, major machine break down, strikes, lockouts and other labor disputes, trade disputes, power shortages, refusals to grant licenses. Delay or failure due to such impediment shall not constitute a breach of contract, with the effect that the affected party is relieved from liability and all contractual claims against it in respect thereof. The time for performance shall be extended by a period equivalent to that during which performance is so prevented. If such a delay or failure persists for more than three months, either party shall be entitled to terminate the Agreement in respect of Goods not yet dispatched. In the event of such a termination, neither party will be entitled to any compensation, but any prepayment for Goods not dispatched shall be refunded. Nothing in this clause shall excuse the Buyer from its liability to make payments.
Retention of title
AIL holds the title to the Goods delivered until the Buyer has made full payment for the Goods.
AIL also holds title to the Goods delivered until the Buyer has made full remittance of all other payments due from the Buyer to AIL. Until the title passes, AIL has the right to recover any Goods in the Buyer's possession or control to which it holds the title and AIL is hereby given the right to enter any land or building where the Goods are stored to collect such Goods. If the Buyer processes the unpaid Goods into/or to form part of a new object, AIL is granted title to the new object proportionate to the value of the unpaid Goods in the new object until such time as it has received full payment for the original Goods. If the Buyer sells any unpaid Goods or any part made from the same, the Buyer hereby assigns to AIL a proportion of its claim on any third party equivalent to the debt for the unpaid Goods/new object sold. Each sub clause mentioned above shall have effect as a separate clause and accordingly in the event of any of them being unenforceable for any reason the others shall remain in full force and effect.
These Conditions, the “SO” with its enclosures and any amendments agreed in writing constitutes the entire agreement between the parties (the “Agreement”). The Agreement will supersede all previous and contemporaneous negotiations, commitments and understandings between the parties, whether written or oral, with respect to the Goods covered by the Agreement.
The Agreement shall be governed by Indian law with exclusion of its conflicts of law rules and the United Nations Convention on the International Sale of Goods (CISG)
Unless provided otherwise in the “SO”, any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be resolved by reference to arbitration by a sole arbitrator to be appointed and governed by the procedural rules and regulations of Indian Council of Arbitration(ICA) , New Delhi. The venue of arbitration will be New Delhi and the language of the arbitration shall be English. The courts at New Delhi, India shall have exclusive jurisdiction to determine any question, issue, dispute or claim between the Parties including any application to be made under the Arbitration and Conciliation Act, 1996 as amended and re-enacted from time to time. Notwithstanding the arbitration clause as set out hereinabove, AIL shall at its sole discretion be entitle to choose and have recourse to competent courts and execution authorities under the laws of the Buyer’s country, or elsewhere, for purposes of collecting debts of the Buyer.
General limitation of liability
Except as expressly provided for in these Conditions or as otherwise agreed in the SO, AIL shall in no circumstances, be held liable for any loss or damage including, but not limited to, product liability, loss of profit, loss of production, discarded production or claims from the Buyer's customer. The Goods are supplied strictly on the terms that the Buyer has satisfied itself of the suitability of the Goods for the Buyer's intended purpose. In any event, AIL’s liability for any loss or damage, due to any proven defect in the Goods or otherwise proved to be due to AIL’s failure, shall not exceed the net cost of the Goods supplied and/or valued at the time of the supply. In case of FOB shipments AIL has right to highlight any charges levied by nominated forwarder to AIL which are over and above the standard prevailing market rates for the same services and AIL will have the right to pass on these charges to the customer.
The Buyer shall indemnify and keep indemnified AIL against all actions, claims, costs, damages, demands and expenses or other loss arising out of:- Defect in the Goods arising from the use, modification, adaptation of the Goods or incorporation of the Goods into other products by the Buyer; or Any claim by any third part of any intellectual property rights of such third party arising from the use, modification, adaptation of the Goods or incorporation of the Goods into other products by the Buyer.
Any notices under these conditions shall be properly given in writing and sent by post or recorded delivery and shall be sent via facsimile transmission in addition, to the address of the intended recipient as stated in the contract or to such address as AIL and the Buyer from time to time notify each other as their respective addresses and shall be deemed served in the case of postal notice, on the expiry of 48 hours from the time of posting and in the case of facsimile transmissions on the expiry of 1 hour from completion of transmission by the sender.
Exclusion of Third Party Rights
For the avoidance of doubt a person who is not party to this contract shall have no rights under the said contract