GALAXY SIVTEK PRIVATE LIMITED

THESE TERMS AND CONDITIONS GOVERN ALL CONTRACTS FOR THE SUPPLY OF GOODS BY GALAXY SIVTEK PRIVATE LIMITED TO ITS CUSTOMERS, ANY TERM OR CONDITION CONTAINED HEREIN WHICH MAY LIMIT
OR EXCLUDE THE LIABILITY OF THE COMPANY TO ITS CUSTOMERS HAS BEEN GIVEN DUE CONSIDERATION AND IS CONSIDERED FAIR AND REASONABLE BY BOTH THE COMPANY AND ITS CUSTOMERS HAVING
BEEN ACCEPTED BY THE CUSOMER FREELY AND WITHOUT COMPULSION.
TERMS AND CONDITIONS OF SALE
1.
DEFINITIONS
In these terms and conditions the following phrases shall be interpreted as having the following meanings:
Company means GALAXY SIVTEK PRIVATE LIMITED. The Company name is also known by its abbreviation GSPL.

Order means an order placed with the Company for the supply of goods.

Customer means the person, firm or company from whom an order is received.

Goods means the articles, items or services or any of them as shall be delivered by the Company or any sub contractor of the Company to the customer under the Order.

Contract means the contract constituted by any order and its acceptance.
2.
GENERAL
1) The Following terms and Condition shall govern all contracts entered into with the Company for the supply of goods of whatsoever kind by the company and subject to subclauses (2) and (3) hereof they shall apply
notwithstanding that they may conflict with other terms and conditions purporting to govern any contract for the supply of goods entered into with the Company and notwithstanding that they may have been altered, varied or
excluded by any statement, written or oral of any kind made by any person prior or subsequent to the making of the contract.
2) Without prejudice to subclause (1) above, these terms and conditions may be added to, altered, varied or excluded by a Director of the Company, if and only if, the Director shall so add to, alter, vary or exclude them in
written form duly signed by himself.
3) Without prejudice to subclause (1) above, these terms and conditions may be added to, altered, varied or excluded by the Company by the insertion of special terms and conditions in quotations rendered to the customer
but to be effective, any such addition, alteration, variation or exclusion must be in writing.
3.
REPRESENTATIONS
Notwithstanding that a representation may have been made, prior or subsequent to the making of the Contract by the Company or an agent of the Company as to the specification, quality or fitness for a particular purpose of
the Goods, the Customer shall in all circumstances satisfy itself as to such specification, quality or fitness and neither :1) Shall any such representation be relied upon by the Customer in determining whether or not to enter into a Contract for the supply of goods.
Nor
2)
Shall any such representation be deemed to be a term or condition of any Contract entered into by the Customer with the Company.
4.
QUOTATIONS
1) Orders may be made either by direct order at prices stated in the Companys current price list or on the basis of a quotation given by the Company.
2) All Quotation given by the Company are strictly net cash against invoice unless otherwise stated by the Company and are exclusive of V.A.T., cost of delivery and any other incidental costs incurred by the Company
which may be made known by the Company to the Customer prior to the delivery of Goods.
3) All Quotation given by the Company whether in writing or otherwise shall be subject to variation upwards by the Company in accordance with market conditions at the
date of delivery and the buyer shall pay any such additions to the quoted price or list price as well as the quoted price or list price.
4) The Company reserves the right to vary any Quotation where an error or omission has been made in the said Quotation.
5) The Company shall be entitled at its own discretion to specify an invoice value below which it will not accept orders.
5.
FORMATION OF THE CONTRACT
The Companys quotation shall not constitute an offer to the Customer. The Contract between the Company and the Customer for the supply of goods by the Company shall only be made when a written and unqualified
acceptance of the Customers Order is given by the Company to the Customer.
6.
CANCELLATION OF ORDERS & RETURN OF GOODS
1)
If the Customer shall cancel any Contract entered into with the Company for whatsoever reason the Company shall without prejudice to any of its rights at law be entitled to impose a reasonable charge on the
Customer having regard to any loss suffered by the Company as a result of such cancellation.
2)
If it shall have been proved to the Companys satisfaction that, at the time of signed receipt by the Customer for the Goods, either (a) the Goods as delivered by the Company did not comply with the Goods as
ordered by the Customer or (b) the Goods as delivered by the Company were materially defective rendering them unsuitable for their purpose, then if, in the case of (a) above the Company is informed of such
fact within 10 working days of delivery or, in the case of (b) above the Company is informed of such fact within 10 working days of the defect becoming apparent, the Company will use its best endeavors, but
will in no circumstances guarantee, to replace the Goods without further charge.
3)
Nothing in this Clause shall prejudice any disclaimer of liability by the Company elsewhere in these Terms and Conditions.
4)
The Company shall accept no return of Goods otherwise than in the circumstances set out in (2) above.
7.
DELIVERY
1)
Delivery of the Goods shall be made in such circumstances as are agreed in writing between the Company and the Customer.
2)
Any time or date for Delivery quoted by the Company to the Customer whether in writing or otherwise shall not be deemed to be of the essence of any Contract between the Parties.
3)
The Company will not accept any liability whatsoever for any loss incurred by the Customers resulting from any delay in delivery, howsoever it may have been caused.
4)
The prices quoted to the Customer for the Goods are exclusive of charges for delivery and the Company shall be entitled to make separate charges for each delivery of Goods notwithstanding that all or some
of the Goods delivered may have been contained in the same Order.
5)
If the Customer shall not accept delivery of the Goods ordered within a period of 60 days from the date of notification that goods are ready for dispatch being made by the Company to the Customer, the
Company shall be entitled to Both (a) render an invoice for such goods and (b) make a daily charge for the cost to the Company of storage of such Goods.
6)
Unless delivery in one consignment is specifically requested Goods will be dispatched as they become available and each part delivery will be treated as a separate contract and invoiced separately.
7)
The Company does not accept responsibility for loss arising from packing damage, wrong delivery, discrepancies or short shipments unless a written complaint is made to the Company within seven days of
receiving the consignment and unless the Company is given an opportunity of inspection.
8)
The Company does not accept responsibility for loss of a whole consignment or any shipment forming part of the consignment unless a written complaint is made to the Company within fourteen days of the
date of the invoice relating to such consignment.
8.
ACCEPTANCE
The customer shall inspect the Goods immediately on the Delivery thereof and shall within 2 working days of such inspection give notice in writing to the Company of any matter or thing by reason whereof it alleges
that the Goods are not in accordance with the Order. If the Customer fails to give such notice, the Goods shall be deemed to be in all respects in accordance with the Order and the Customer shall be bound to
accept and pay for the same accordingly.
9.
RISK
1)
Delivery shall be deemed to be effective and the risk in the Goods shall pass :a)
In the case of goods supplied CIF or FOB when the goods are unloaded at the point of shipment.
b)
In the case of goods collected by the Customer or the Customers agent - when the goods are loaded onto the vehicle collecting them.
c)
In other cases from the time of dispatch thereof from the Companys premises or any other premises where the goods may have been stored.
2)
The Customer is strongly advised to insure the goods from the time of dispatch and if the Customer shall receive any payments in respect of such Goods by virtue of such insurance, it shall hold such
payments in trust for the Company until the Company shall have been paid any monies outstanding under that or any other Contract.
10.
FORCE MAJEURE
1)
If delivery of all or some of the goods is hindered, prevented or delayed by force majeure, the Company shall not be liable for any loss or damage caused thereby and shall have the option to cancel wholly or
in part or to suspend or delay the delivery or deliveries without incurring any liability to the Customer.
2)
By force majeure is meant all events or circumstances beyond the control of the Company which by their nature could not reasonably have been foreseen by the Company or if they could have reasonably
been foreseen are unavoidable and which prevent or hinder the total or partial performance of any obligation under the Contract.
11.
TRANSFER OF PROPERTY
1)
The property in the Goods to be delivered by the Company shall only be transferred to the Customer when the Customer has paid all sums owing and due to the company under any agreement (the Date of
Payment).
2)
Until the Date of Payment, the Customer, if the company so desires is required to store the goods in such a way that they are clearly the property of the Company.
3)
The company and the Customer agree that, if the Customer should either make (a) any new object/s or if the Goods become in any way whatsoever a constituent of any other object/s the Company will be
given the ownership of this (these) new object/s (the New Goods) as surely for the full payment of the sums owed by the Customer to the Company.
4)
To this end, the Company and the customer agree that the ownership of the New Goods, whether finished or not, is to be transferred to the Company and that this transfer of ownership will be considered to
have taken place through and at the moment of the single operation or event by which the Goods are converted into the New goods or are mixed with or become a constituent of any other Objects. Until the
moment of full payment of sums owing to the Company, the Customer shall keep the New Goods for the Company in its capacity of fiduciary owner and, if required, shall store the New Goods in such a way
that they can be recognized as such. Nevertheless, the Customer shall be entitled to sell these objects to a third party within the framework of the normal carrying on of its business and to deliver them on
condition that if the Company so required the Customer as long as it has not fully discharged its debt to the Company shall hand over to the Company any claims emanating from the transaction it has
against any third party.
12.
PAYMENT TERMS (UNLESS OTHERWISE STIPULATED)
1)
Customer shall release Order along with advance payment as agreed. Delivery period shall be counted from the date of receipt of techno-commercially clear order.
2)
Balance Payment for the goods by the Customer shall be made to the Company as per proforma invoice submitted prior to dispatch of goods. A duly dated Proforma invoice addressed to the Customers
address as supplied shall be conclusive evidence that the proforma invoice was sent out to the Customer on the date given thereon.
3)
Time for payment shall be of the essence in any Contract between the Company and the Customer.
4)
The Customer shall not be entitled to make any deduction from the sum due as stated on the invoice in respect of any setoff or counterclaim against the Company unless both the validity and the amount
thereof have been duly recognized by a Director of the Company in writing.
5)
The Company shall be entitled to cancel any Contract with the Customer if the Customer shall fail to pay to the Company any sum due from it or from any individual firm or company with which it is associated
within the Time for Payment.
6)
If any sums due to the Company are not paid within the Time for Payment, the Company shall be entitled to charge interest on any such unpaid sums at the rate of 5 per centum per annum above the
minimum lending rate of the Companys Bank for the time being.
13.
DESCRIPTION OF THE GOODS
The Customer shall recognize that the Company is unable to verify whether Goods supplied to the Company by the Manufacturers or other suppliers of Goods to the Company and held out by them to comply with
certain specifications or data, do in fact so comply, and accordingly if Goods are supplied to the Company which are held out by the said manufacturers or suppliers as complying with certain specifications or data
and such Goods are delivered to the Customer on the basis that such Goods comply with same specifications or data, then any compensation or damages, if any, payable by the Company to the Customer, whether
for breach of Contract, negligence or otherwise shall be limited to the compensation and damages obtained from the said manufacturers or suppliers to the Company in respect of their liability to the Company
therefore.
14.
QUALITY OR FITNESS OF THE GOODS
1)
If the Goods supplied to the Customer shall not be merchantable quality or shall be otherwise defective for whatsoever reason, any compensation or damages (if any) payable by the Company to the
Customer therefore, whether for breach of Contract, negligence or otherwise shall be limited to the compensation and damages obtained from the said manufacturers or suppliers of the Goods to the
Company in respect of their liability to the Company therefore.
2)
The Customer shall in no circumstances rely on any skill or judgment on the part of the Company or any of its agents as regards the suitability of the Goods for any particular purpose and the Customer shall,
before making any order to the Company, satisfy itself that the Goods complying with the specifications or data given in the Order are suitable for the purposes of the Customer.
3)
Subclause (2) hereof shall apply notwithstanding that the Company or its agents may have at any time made representations or given opinions, whether in writing or otherwise, as to the suitability of any
Goods for any particular purpose.
15.
DRAWINGS, DESIGNS AND PATENTS
The company retains copyrights, patent rights and the right of legal protection of registered designs in its drawings, diagrams, software programs, documents and goods. Drawings, documents, sketches etc. appended
to quotations or forwarded to customers are for its personal use only. They may be neither copied (including extracts) nor made accessible to third parties without the Companys written express consent.
16.
INDEMNIFICATION
The Customer shall indemnify the Company against all damages, penalties, costs and expenses to which the Company may become liable as a result of work done in accordance with the Customers specification
which involved the infringement of any patents or registered designs or the rights of any person other than the Company.
17.

SUB - CONTRACTS
The Company reserves the right in all circumstances, unless specifically stated by the Customer in writing, to sub contract all or any part of any order made by the Customer.

18.

APPLICABLE LAW
These conditions shall be subject to and construed in accordance with Indian Law, but the Company retains the right to sue in the Customers country of domicile.

19.

Galaxy Sivtek can not accept liability for consequential or indirect loss.

20.

Your statutory rights are not affected.