2014/10/02
 
 

element14 India Private Limited
Standard Terms & Conditions of Sale

 

1. PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS THE SOLE TERMS AND CONDITIONS OF SALE THAT APPLY TO THE PURCHASE OF PRODUCTS FROM element14 India Private Limited. ANY DIFFERENT OR ADDITIONAL TERMS SET FORTH IN CUSTOMER'S PURCHASE ORDER OR SIMILAR COMMUNICATION ARE OBJECTED TO AND SHALL NOT BE BINDING ON element14 India Private Limited UNLESS A SEPARATE AGREEMENT HAS BEEN SIGNED BY AN AUTHORIZED OFFICER OF element14 India Private Limited. BY PLACING AN ORDER FOR PRODUCTS FROM element14 India Private Limited, OR BY ACCEPTING DELIVERY OF THE PRODUCTS DESCRIBED ON THE APPLICABLE PACKING SLIP, BILL OF LADING AND/OR INVOICE RECEIVED WITH THE PRODUCTS, YOU AGREE TO BE BOUND BY AND ACCEPT THESE TERMS AND CONDITIONS OF SALE.

 

2. AVAILABILITY AND PRICING

Product listings, specifications, availability, and pricing are subject to change without notice. Prices for Supplies are in Indian Rupees (Rs), exclusive of all central, state or local tax or other governmental charge or assessment relating to the production, sale or shipment of any Supplies, unless expressly provided otherwise, including Sales Tax, Octroi duty, CST, VAT, service tax, education cess and similar, which, if applicable, will be added at the time of despatch and needs to be borne by the customer. The Company has used all reasonable endeavours to ensure that prices for Supplies are accurately set out in the Catalogue or online on the website of element14 India Private Limited or otherwise quoted to the Customer but reserves the right to change its prices without notice at any time. Prices charged will be those prevailing when an order is accepted. Where Supplies are to be made in instalments (‘Scheduled Delivery’) the price payable for them will be that applicable at the time of despatch of the first batch of Supplies but, where Scheduled Delivery may continue for a period of 90 days or more, the Company reserves the right to charge the Customer further amounts if the price of the Supplies increases before the end of that period.

 

3. PAYMENT TERMS

Save where credit terms have been agreed in writing in advance, payment is due when the order is placed with the Company without any deductions, withholding or set off. Time for payment is of the essence. If the Customer fails to make payment by the due date then, without prejudice to any other right or remedy, the Company shall be entitled to:

  • Cancel the order or suspend any further deliveries or performance;
  • Appropriate any payment made by the Customer to such of the Supplies (or the Supplies made under any other contract) as the Company may think fit; and
  • Charge interest (both before and after any judgment) on the amount unpaid at the rate of 18% per annum above the base rate from time to time of HSBC Bank until payment is made in full.

If legal action is taken to recover monies due to the Company then the Company reserves the right to charge the Customer an administration fee to cover all and any costs incurred. element14 India Private Limited reserves the right to add a `Rs.500.00 service charge on all returned checks.

 

4. OPEN ACCOUNTS/CUSTOMER'S FINANCIAL CONDITION

A Customer wishing to open a credit account must furnish such information, including financial data and status details, as may be requested by the Company and the Company reserves the right to evaluate using the services of a credit reference/evaluation agency. The Company reserves the right in its absolute discretion to grant, refuse or discontinue any credit facilities or reduce or suspend any credit limit at any time.

Company also reserves the right to cancel any order, require payment in advance, or require the Customer to provide adequate assurance of performance, without any liability by element14 India Private Limited, in the event of the Customer's insolvency, filing of a petition in bankruptcy, the appointment of a receiver or trustee for Customer, or the execution by Customer of an assignment for the benefit of creditors.

 

5. CREDIT CARDS

We accept credit from MasterCard®,Maestro®, and  VISA® cards. Company reserves the right to charge a surcharge which may be assessed for Customers.

 

6. RETURNS

Prior to returning any Goods to the Company for any reason, the Customer must contact the Company to obtain a returns authorisation number (’RMA’). All Goods are returned at the Customer’s risk and expense and should be undamaged by the Customer and in their original packaging. The Customer is responsible for returning Goods to the Company and for providing proof of delivery of such return.

The Company operates a 30 day return policy. To be accepted for return on this basis, Goods should be returned for receipt by the Company within 30 days of delivery to the Customer. The Customer should return the Goods to "The Returns Department, element14 India (P) Limited, 2nd  Floor, No 15, Theme House, Krishnanagar Industrial Area, off Hosur Main Road, Bangalore, India”, clearly quoting the Customer’s account number, order number, Invoice number and RMA.

Any Goods returned after 30 days as ’unwanted’ or ’incorrectly ordered’ will only be accepted at the discretion of the Company. All Goods returned (whether within 30 days of delivery or otherwise) will be subject to a restocking fee of 40% of the invoice value of the Goods (subject to a minimum charge of INR 2000).

Goods that consist of software or are specially constructed or contain any of the hazardous substances referred to in European Union's Directive 2002/95/EC on the Restriction of the Use of Certain Hazardous Substances in Electrical or Electronic Equipment (RoHS) may not be returned under this Condition 6. Any Goods which are not in catalogue or are non-stock items may not be returned under this Condition 6. Any static sensitive Goods supplied in sealed packaging may not be returned if the blister or 'peel' packs in which they are supplied has been opened, tampered with or damaged.

Orders for US Stocked Goods, whether single drop or scheduled, are irrevocable and cannot be cancelled and US Stock Goods may not be returned except in accordance with Conditions 9 or 15 (if applicable) or with the prior written consent of a director of the Company.

No Goods will be accepted for return without an RMA.

 

7. EXPORT CONTROLS

Where Goods are to be shipped on from India, the Customer is responsible at its own expense for obtaining any licence and complying with any export regulations in force within India and in the country for which the Goods are destined. Certain Goods manufactured in, originating from or imported through the United States of America are subject to specific restrictions. With respect to goods manufactured in, originating from or imported through the United States, the Customer agrees to comply with all applicable export laws, restrictions and regulations of the United States or foreign agencies or authorities and shall not import, export or transfer for the purpose of re-export, any product to any prohibited or embargoed country or to any denied, blocked, or designated person or entity as mentioned in any such U.S. or foreign law or regulation. The Customer represents and warrants that it is not on the Denied Persons, Specially Designated Nationals or Debarred Persons List and is not otherwise prohibited by law from purchasing the Supplies. The Company reserves the right not to supply certain customers or countries and to require from the Customer full details of the end use and final destination of the Goods.

 

8. SHIPPING & HANDLING/DELIVERY

Save as set out below, the Company will use all reasonable endeavours to deliver the Goods to the Customer within 3-4 working days of written order after the Goods clear customs in India, provided that the Company's supplier has the Goods ordered in stock. Such deliveries are usually offered free of charge but the Company reserves the right to charge for delivery of certain items, for example those that are very large, heavy or hazardous, and the Company reserves the right to charge for delivery as standard on certain accounts. Any such charge will be notified to the Customer at the time of establishment of placing of the order to which such charge applies. Where Goods ordered are not in catalogue or are non-stock items, the Company will make reasonable endeavours to notify the lead times for such Goods, where known. Where Goods ordered are supplied to the Company from its sister company, Newark, in the USA ('US Stock Goods'), the usual estimated delivery date for those Goods is 7-8 working days from the date of order and an additional delivery charge may be payable. The Company will endeavour to contact the Customer [prior to processing any order for such Goods] to notify of any US Stock Goods comprised in the order, the applicable estimated lead times for delivery and any additional delivery charges which may apply.

For more urgent deliveries the Company offers a special delivery, the details and cost of which are available on request and may be set out in the front of the Catalogue. Goods highlighted in the Catalogue with H next to the order code cannot, as a result of their size and/or weight, be delivered using the special delivery service.
The Customer may request delivery or performance by instalments for up to 12 months from the date of order. Such orders will be non-cancellable and the Customer may only re-schedule delivery of the Goods on up to two occasions per order.

The Company reserves the right to deliver or perform by instalments. Failure to meet a delivery or performance date where deliveries or performance are by instalment shall not prevent or restrict the Company from making further deliveries or rendering subsequent performance under the relevant Contract by instalment.

Delivery will be made to the address specified by the Customer. The Company reserves the right to arrange delivery of Goods directly from the manufacturer or supplier of those Goods to the Customer.

The Company may use any method of delivery available to it. All delivery dates and times given are estimates. The Company will use reasonable endeavours to meet delivery and/or performance estimates but, except as set out in Condition 9 below, in no circumstances shall it be liable to compensate the Customer for non-delivery, non-performance or late delivery or performance. Time for delivery and/or performance will not be of the essence. The Company reserves the right to delay despatch for a number of reasons, including to perform any necessary credit checks or procedures or to ensure that payment has been received in cleared funds in full. Where despatch is delayed for such reasons the Company will use reasonable endeavours to inform the Customer.

 

9. INSPECTION, DEFECTS AND NON DELIVERY

The Customer must inspect the Supplies as soon as is reasonably practicable after delivery or, in the case of Services, performance and, except as set out in 11 below, the Company shall not be liable for any defect in the Supplies unless written notice is given to the Company within 15 days of the date of delivery to the Customer. The Company does not write software comprised in the Goods and it is the Customer’s responsibility to check for the presence of computer viruses before the Goods are used.

The quantity of any consignment of Goods, as recorded by the Company upon despatch from the Company’s place of business, shall be conclusive evidence of the quantity received by the Customer on delivery, unless the Customer can provide conclusive evidence to the contrary. The Company will not be liable for any non-delivery of Goods or non-performance of Services unless written notice is given to the Company within 15 days of the date of delivery to the Customer in the ordinary course of events. The liability of the Company for non-delivery or non-performance or for Goods notified as defective on delivery or Services notified as defective following performance in accordance with this Condition 9 will be limited to replacing the Goods or re-performing the Services within a reasonable time or to refunding the price then paid in respect of such Supplies.

 

10. HAZARDOUS APPLICATIONS PROHIBITED

element14 India Private limited’s products are not recommended or authorized for safety, life support, surgical implant, nuclear, military or commercial aircraft applications, or for any use or application in which the failure of a single component could cause substantial harm to persons or property, unless an authorized officer of the manufacturer has signed an agreement specifically governing such use. Customer assumes all risk and liability for use in such applications and agrees to indemnify element14 India Private Limited and the manufacturer of the products for all damages that may be incurred due to use of element14 India Private Limited products in these prohibited applications.

 

11. WARRANTY/GUARANTEE

The Company will endeavour to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer of Goods.

In addition, the Company will, free of charge, repair or, at the Company’s option, replace Goods or, in the case of Services, re-perform Services which are proved to the reasonable satisfaction of the Company to be damaged or defective due to faulty materials, workmanship or design. Software programs are supplied on the strict understanding that the Company does not warrant their function to be free from defects or error.

This obligation will not apply:

  • if the defect arises because the Customer has altered or repaired such Goods without the written consent of the Company;
  • if the Customer did not follow the manufacturers’ instructions for storage, usage, installation, use or maintenance of the Goods;
  • if the Customer has failed to notify the Company of any defect in accordance with Condition 9 where the defect should have been reasonably apparent on physical inspection; or
  • if the Customer fails to notify the Company of the defect within 12 months (or such other period as the Company shall specify at the time of acceptance of the order for the Supplies) of the date of despatch of the Goods or performance of the Services.

Any replacement Supplies made or Goods repaired under this Condition 11 will be guaranteed on these terms for any unexpired portion of the period of guarantee given on the original Supplies. Any Goods which have been replaced will belong to the Company.

The Customer grants to the Company and its employees, agents and representatives a right to enter onto its premises to effect any repair or replacement under this Condition 11. The Customer shall ensure that the Company’s employees, agents and representatives are provided with a safe and secure working environment while at its premises and the Customer shall be responsible for isolating any computers or processors requiring repair or replacement from its network and for making back-up copies of any information on such computers or processors before the Company’s arrival on site.

The Company’s sole obligation and liability, should any Supplies prove damaged or defective in accordance with this Condition 11, shall be limited to, at the Company’s option, the repair or replacement of the relevant Goods or the re-performance of the relevant Services or the refund of the price paid for the relevant Supplies.

This Condition is the Company’s sole obligation and the Customer’s sole remedy for defective Supplies and is accepted by the Customer in substitution for all express or implied representations, conditions or warranties, statutory or otherwise, as to the satisfactory quality, fitness for purpose or performance of the Goods (or any materials used in connection therewith) or the standard of workmanship of the Services and all such representations, conditions and warranties are excluded.

 

12. EXCLUSION OF LIABILITY

Except as provided in Conditions 9 (Inspection, defects and non delivery), 14 (Performance and fitness for purpose), and 11 (Warranty/Guarantee), the Company will be under no liability to the Customer whatsoever (whether in contract, tort, (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct or indirect or consequential loss (all of which terms include, without limitation, pure economic loss, loss of profits, loss of business, loss of use, loss of data, computer downtime, depletion of goodwill, business interruption, increased purchasing or manufacturing costs, loss of opportunity, loss of contracts and like loss) howsoever caused or arising out of or in connection with:

  • Any of the Supplies, or the manufacture, sale, performance or supply or failure or delay in performance or supply of the Supplies by the Company or on part of the Company’s employees, agents or sub-contractors;
  • Any breach by the Company of any of the express or implied terms of the Contract;
  • Any use made or resale or on-supply of any of the Supplies or any product incorporating any of the Goods or developed using the Supplies;
  • Any acts or omissions of the Company at the Customer’s premises;
  • Any statement made or not made or advice given or not given by or on behalf of the Company, including as to compliance with legislation or regulation; or
  • Otherwise under the Contract.

And the Company hereby excludes to the fullest extent permissible at law all conditions, warranties and stipulations, express (other than those set out in these Conditions or given in accordance with Condition 11) or implied, statutory, customary or otherwise which but for such exclusion, would or might subsist in favour of the Customer.

The Company’s total liability in contract, tort, (including negligence), breach of statutory duty, misrepresentation or otherwise shall be limited to repairing or replacing Goods or in the case of Services, re-performing the Services or, at the Company’s option, refunding monies already paid in respect of the Supplies.

Each of the Company’s employees, agents and sub-contractors may rely on and enforce the exclusions and restrictions of liability in Conditions 9, 11, 12, 13, 14 and 15 in that person’s own name and for that person’s own benefit.

 

13. DESCRIPTION

All specifications, drawings, illustrations, descriptions and particulars of weights, dimensions, capacity or other details including, without limitation, any statements regarding compliance with legislation or regulation (together "Descriptions") wherever they appear (including without limitation in any product literature relating to the Goods, the Catalogue, on data sheets, application notes, despatch notes, invoices or packaging) are intended to give a general idea of the Supplies, but will not form part of the Contract. If the Description of any Goods differs from the manufacturer’s description, the latter shall be deemed to be correct. The Company shall take all reasonable steps to ensure the accuracy of Descriptions but relies on such information, if any, as may have been provided to it by its suppliers and accepts no liability in contract or tort or under statute or otherwise for any error in or omission from such Descriptions whether caused by the Company’s negligence or otherwise. The Company may make changes to the Supplies as part of a continuous programme of improvement or to comply with legislation.

 

14. PERFORMANCE AND FITNESS FOR PURPOSE

Unless any performance figures, tolerances or characteristics have been specifically and expressly warranted by a director of the Company in writing, the Company accepts no liability for any failure of the Supplies to comply with such criteria, whether attributable to the Company’s negligence or otherwise. The responsibility for ensuring that Supplies are sufficient and suitable for a particular purpose is the Customer’s, unless specifically stated in writing by a director of the Company. Any advice or recommendation given by an employee of the Company which is not confirmed in writing by a director of the Company is acted on entirely at the Customer’s risk and the Company shall not be liable for any such advice or recommendation which is not so confirmed. The liability of the Company to the Customer, should any warranty, statement, advice or recommendation confirmed in accordance with Condition 12 prove to be incorrect, inaccurate or misleading, will be limited to the refund of the price paid for the Supplies or, at the Company’s option, the supply of replacement Supplies which are sufficient and suitable.

 

15. element14 PRODUCTFIND

The Customer acknowledges that this services is, as at the date of issue of these Conditions, provided free of charge. Without limiting the generality of Condition 12, the Company will make all reasonable efforts to assist the Customer in identifying and/or procuring suitable Goods but accepts no liability for failing to do so in a timely manner or at all nor for failing to source possible or appropriate Goods or for failing to provide the service in the manner or at the times anticipated. It is the responsibility of the Customer to determine whether the Goods are suitable for the Customer’s intended use and no representations or warranties are provided in this regard.

 

16. INTELLECTUAL PROPERTY RIGHTS

The Supplies may be subject to the intellectual and industrial property rights including patents, knowhow, trademarks, copyright, design rights utility rights, database rights and or other rights of third parties. No right or licence is granted to the Customer, except the right to use the Supplies or re-sell the Goods in the Customer’s ordinary course of business. The Company shall have no liability whatsoever in the event of any claim of infringement of any such rights howsoever arising In particular, without limiting the above, title in any software program forming all or any part of the Goods is reserved to the Company and/or its suppliers. The Customer is responsible for informing itself of the terms of its licence or use and paying any royalty payable.

The Company owns full copyright in respect of the Catalogue and its reproduction in whole or part is prohibited without the Company’s prior written consent.

 

17. FORCE MAJEURE

The Company shall not be liable to the Customer in any manner or be deemed to be in breach of these Conditions because of any delay in performing or any failure to perform any of the Company’s obligations under these Contract if the delay or failure was due to any cause beyond the Company’s reasonable control (which shall include, but not be limited to government actions, war, fire, explosion, flood, import or export regulations or embargoes, labour disputes or inability to obtain or a delay in obtaining supplies of Goods or labour). The Company may, at its option, delay the performance of, or cancel the whole or any part of a Contract.

18. GOVERNING LAW

All Contracts shall be governed by and interpreted in accordance with the laws of India and the Customer submits to the jurisdiction of the courts at Bangalore, Karnataka, but the Company may enforce such Contract in any court of competent jurisdiction.

 

19. SEVERABILITY

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, such provision(s) shall be enforced to the fullest extent permitted by applicable law, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

20. WAIVER

element14 India Private Limited’s failure to insist on performance of any term or condition contained in this Agreement, or failure to exercise any of element14 India Private Limited’s rights hereunder, shall not constitute a waiver of any of element14 India Private Limited’s rights or remedies under this Agreement.

 

21. NO THIRD PARTY BENEFIT

The provisions set forth in these Terms and Conditions of Sale are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.

 

22. ORDERS

The Company reserves the right to accept or reject any request or offer to trade with any company or person, without providing any reason.

Although enquiries may be made by phone, all orders must be placed in writing, including by email or fax. Once accepted, no order may be cancelled without the prior written agreement of a director of the Company. Without limiting the generality of this, orders for Goods which are not in catalogue, non stock items and items specified to be non-cancellable or non-returnable at the time of quotation may not be cancelled.

Orders for Goods are usually accepted by the Company by the despatch of the Goods from the warehouse of its associated company. However, that despatch will not be acceptance where the price for the Supplies has been incorrectly quoted or referenced by the Customer in its order.

The Company reserves the right to charge a handling charge of INR 100 on all orders . Orders for certain Goods, in particular Goods which are not in catalogue or are non-stock items, may be subject to a minimum order quantity or value which the Company will use its reasonable endeavours to notify to the Customer prior to accepting its order.

 

23. RISK AND OWNERSHIP

Save where the Customer arranges delivery of the Goods from the Company, the risk of damage to or loss of Goods will pass to the Customer when the Goods are unloaded from the Company’s carriers at the Customer’s premises. Where the Customer arranges delivery risk in the Goods will pass to the Customer on the Customer or its carrier being available for collection from customs in India. Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due from the Customer to the Company on any account whatsoever. Until ownership passes to the Customer, the Customer must hold the Goods on a fiduciary basis as the Company’s bailee. If payment is not received in full by the due date, or the Customer passes a resolution for winding up or a court shall make an order to that effect, or a receiver or administrator is appointed over any assets or the undertaking of the Customer or an execution or distress is levied against the Customer, the Company shall be entitled, without previous notice, to retake possession of the Goods and for that purpose to enter upon any premises occupied or owned by the Customer.

The Catalogue remains at all times the sole and exclusive property of the Company.

 

24. PROMOTIONS

In the event that the Company sends promotional material to the Customer in relation to goods or services available from the Company, these Conditions shall apply to all Supplies purchased from such material.

 

25. COUNTRY OF ORIGIN

Unless otherwise confirmed by the Company in writing, nothing in these Conditions is to be taken as representation of the source of origin, manufacturer or production of the Goods or any part of them.

 

26. BUSINESS OWNERS

The Company is a business to business supplier. The Catalogue and other product brochures produced by the Company are intended for use by business customers and not consumers. By ordering, the Customer confirms that he, she or it wishes to obtain the Supplies for the purposes of his, her or its business and not as a consumer.

 

27. AGE REQUIREMENTS FOR CERTAIN GOODS

Where the law requires a minimum age for the purchase of certain Goods, the Customer confirms that he or she is over the required age and that delivery of the Goods will be accepted by a person over the relevant age limit.

 

28. PROHIBITED APPLICATIONS

The Goods are strictly prohibited for use in anti-personnel landmines, or in any connection with biological, chemical or nuclear weapons or missiles to deliver them under any circumstances. 

The Goods are not authorised for use in space or aircraft or air traffic applications, life support or life sustaining equipment, surgical implantation equipment or for any other purpose where the failure or malfunction of the Goods could reasonably be expected to result in personal injury, death, environmental damage or severe property damage. Use or inclusion of the Goods in any such equipment, system or applications is also strictly prohibited.

The Customer will indemnify the Company and its suppliers against any and all losses, liability and expense (including legal and other costs) resulting from any such inclusion or use even if damage is attributed to defective design or manufacture.

 

29. GENERAL

Any provision of these Conditions of Supply which is held by any competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of these Conditions of Supply and the remainder of such provision shall not be affected. Failure by the Company to enforce or partially enforce any provision of these Conditions of Supply will not be constrained as a waiver of any rights under these Conditions of Supply.

The Company shall be entitled, without the consent of or notice to the Customer, to assign the benefit, subject to the burden, of these Conditions and/or any Contract to any company in its group of companies at any time.

These conditions supersede all previous issues.

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