Terms and Conditions
In these conditions the following words shall have the meanings shown:
- "The Company" means Hilti India Private Limited or one of its associated or subsidiary companies as the case may be.
- "The Buyer" means any person, firm, or companypurchasing the Goods.
- "Goods" means any products or items purchased by the Buyer from the Company and/or products, items or services supplied by the Company to the Buyer.
- "The Contract" means the agreement between the Company and the Buyer for the purchase from the Company by the Buyer of Goods.
These conditions shall be deemed to be incorporated in all Contracts of the Company to sell Goods and together with any special condition appearing on the face of the Company's invoice or in the Company's quotation shall be the sole conditions under which the sale takes place. In the case of any inconsistency with any order, letter or firm of contract sent by the Buyer to the Company or any other communication between the Buyer and the Company whatever may be their respective dates, the provisions of these conditions shall prevail unless expressly varied in writing and signed by a Director on behalf of the Company. Any concession made or latitude allowed by the Company to the Buyer shall not affect the strict rights of the Company under the Contract. If, in any particular case, any of these conditions shall be held to be invalid or shall not apply to the Contract the other conditions shall continue in full force and effect. Statement, description, information, warranty condition or recommendation contained in any catalogue, price list, advertisement or any communication or made verbally by any of the agents or employees of the Company shall be construed to enlarge, vary or override in any way any of these Conditions unless otherwise provided herein.
WARRANTY AND LIMITATION OF LIABILITY FOR GOODS
- All goods are sold with the benefit and subject to the conditions of the warranty supplied with them, which is available for inspection on request
- Nothing herein or in any warranty given by the Company shall impose any liability upon the Company in respect of any defect in the Goods arising out of the acts, omissions, commissions, negligence or default of the Buyer, its employees, servants, and/ or agents including in particular but without prejudice to the generally of the foregoing any failure by the Buyer to comply with any recommendations of the company as to storage and handling or use or surviving of the Goods, use of the Goods with other Goods which are unsuitable for the Buyer's purpose, or other misuse of the Goods or accident or lair wear and tear of the Goods.
- All implied conditions and warranties are hereby excluded
- Test certificates furnished by the Company, if any, shall be
accepted by the Buyer as final and conclusive evidence the Goods covered by the certificate conform to the warranty, if any, given by the Company The Company makes no representation or warranty that the use of the goods does not infring the rights of any third party and the Company accepts no liability in this respect.
- The Company shall not be liable for any direct / indirect or
consequential losses (including, but not limited to loss of profit or other economic loss), costs, claims, liabilities or expenses of any nature whatsoever, whether arising out of any tortuous act or omission or of any breach of Contract or statutory duty or duty of care of any misrepresentation or of any other causes and whether known to the Company, and calculated by reference to profits, income, production or accruals or loss or accrual of such costs, loss or damage on a time basis or otherwise.
- The aggregate liability of the Company (whether in contract, tort, negligence or beach of statutory duly or otherwise) to the buyer for any direct loss or damage shall be limited to the price of goods only.
- The Company shall be entitled to delay or cancel delivery or to reduce the amount delivered if it is prevented from or hindered in or delayed in manufacturing, obtaining or delivering the Goods by normal route or means of delivery through any circumstances beyond its control including but not limited to strikes, lock-outs, accidents, war, fire, reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery or shortage or unavailability of raw materials from normal source of supply.
- The selection of a product suitable for the Buyer's purposes
depends on a range of factors. These factors include but are not limited to on-site conditions and other circumstances of the proposed application of the product known only to the Buyer. The Buyer is solely responsible for satisfying himself that the data supplied to the Company on which information or recommendation made by the Company are based is correct and that any assumptions made by the Company to supplement that data are suitable for the Buyer's purposes. The Company accepts no responsibility of any nature whatsoever for information or advice it supplies or where any data supplied by the Buyer is incorrect or where any assumption, which the Company has made, is unsuitable for the Buyer's purposes. The Buyer is encouraged to raise with the Company any questions it may have.
- The Buyer shall be liable for and shall indemnify the Company
against any and all expenses, loss, liability or proceeding suffered by a third party arising as result of or in connection with any act, omission, negligence, and/or beach of the terms of this Contract or otherwise through the default of the Buyer.
- The prices payable for goods shall unless otherwise stated by the Company in writing and agreed on its behalf be the trade price list of the Company current at the date of dispatch and in the case of an order for delivery by instalments the price payable for each instalment shall be the list price of the Company current at the date of the dispatch of such instalment unless the price is otherwise expressly stated to be firm for a fixed period.
- Unless otherwise expressly stated to be firm for a fixed period the Company's prices are subject to variation to take account of variations in wages, materials, or other costs/imposts since the date of the order. The Company accordingly reserves the right to adjust the invoice price by the amount of any increase or decrease in such costs after the price is quoted and the invoice so adjusted shall be payable as if it were the original Contract price.
- All prices are exclusive of sales taxes and other local levies [by whatever name called] and these will be charged extra at the appropriate rates prevailing as on the date of invoice.
- Any payment made as an advance or security deposit will be accepted by the Company only without liability to pay any interest thereon. Such advance or security deposit in case the
Buyer's cancels the Contract or any part thereof or does not abide by any Contract terms the amounts lying with the Company are liable to be set off against the losses that may be suffered by the Company as a result thereof.
- The buyer agrees to pay or any loss or extra costs incurred by the Company through failure or delay in taking delivery or through any act or default on the part of the Buyer, its employees, servants, and/or agents.
CARRIAGE AND INSURANCE
- The cost of carriage/transportation and insurance of the Goods to the Buyer's premises within India shall be in accordance with the charges laid out in the Company's current price list
- In all other cases the price of the Goods shall be exclusive of carriage/transportation and insurance to the Buyer's premises
- Goods supplied pursuant to the Contract cannot be returned without the Company's prior written authorization. Duly authorized returns.
- Shall be sent to the Company's premises at the Buyer's expense;
- May be subject to a handling charges expressed as a percentage of the value of the Goods subject to a minimum amount as may be deemed fit by the Company, and Must be in the same condition as originally supplied by the Buyer.
- This contract/agreement is entered at Delhi and the courts at Delhi alone shall have the exclusive jurisdiction to deal with any dispute(s) arising out of or in connection with the present contract/agreement
PASSING OF TITLE AND RISK
- From the date of delivery to the Buyer the Goods shall be at the risk of the Buyer who shall be solely responsible for their custody and maintenance but unless otherwise expressly agreed to in writing the Goods shall remain the properly of the company until all payments under the Contract have been made in full and unconditionally and credited to the Company's account. Whilst the ownership of the Company continues the Buyer shall keep the goods separate and identifiable from all other Goods in its possession as believe for the Company
- In the event of any resale by the Buyer of the goods the beneficial entitlement of the Company shall attach to the proceeds of sale or other disposition thereof so that such proceeds or any claim therefore shall be assigned to the Company.
- In the event of failure to pay the price in accordance with the Contract the Company shall have power to re-sell the Goods. Such power being additional to (and not in substitution for) any other power of sale arising by operation or law or implications or otherwise and for such purpose the Company and its servants, employees, and/or agents may forthwith enter upon any premises or land occupied or owned by the Buyer to remove the goods
- Pending payment of the full purchase price of the Goods the Buyer shall at all times keep the Goods comprehensively insured against loss or damage by accident, fire, theft and other risks usually covered by insurance in the type of business for which the Goods are for the time being used in an amount at least equal to the balance of the price for the same from time to time remaining outstanding. The policy shall bear an endorsement recording the Company's interest and shall be produced to the Company on request.
- The period for delivery shall be the period within which the Goods are intended to be dispatched from the Company's premises and shall be calculated from the date of receipt of the Company of the Buyer's order or from receipt of all necessary information to enable the Company to manufacture or procure the Goods whichever shall be the later and the Buyer shall take delivery of the Goods within that period. If no period is given then delivery will be such time after receipt of instructions as the Company thinks reasonable.
- All times or dates given for delivery of the Goods are given in good faith but without any responsibility on the part of the Company. Time of delivery shall not be of the essence of any Contract nor shall the Company be under any liability for any delay beyond the Company's control
- Where the Goods are handed over to a carrier for carriage to Buyer any such carrier shall be deemed to be an agent of the Company and not of the Buyer for the purposes of Sale of Goods Act, 1930 and any amendments thereof.
- No liability for non-delivery, loss or damage to the Goods occurring prior to delivery or for any claim that the Goods are not in accordance with the Contract will attach to the Company unless claims to that effect are notified in writing by the Buyer to the Company within 3 working days of delivery in the case of partial loss or damage of Goods in transit or delivery
- In the event of a valid claim for non-delivery or non-compliance with the Contract the Company undertakes, at the option, either to reprocess or replace the Goods at its expense but shall not be under any further or other liability to any person in connection with such non-delivery, loss damage or non-compliance
- All requests for proof of delivery must be made within a period of 21 calendar days following the date of the invoice
TERMS OF PAYMENT
- Payment must be made by crossed Account payee cheque or demand draft payable at Delhi against delivery or in accordance with the contract on the due date mentioned on the face of the invoice strictly
- If the Goods are delivered in installments, the Company shall be entitled to invoice each installment as and when delivery thereof has been made and payment shall be due on the above terms in respect of each installment whereof delivery has been made notwithstanding non-delivery of other installments or other default on the part of the Company.
- If upon the terms applicable to any order the price shall be payable by installments or if the Buyer has agreed to take specified quantities of Goods at specified times a default by the Buyer has agreed to take specified quantities of Goods at specified times a default by the Buyer of the payment of any due installments or the failure to give delivery instructions in respect of any quantity of Goods outstanding shall cause the whole of the balance of the price to become due forthwith without any notice.
- The time of payment shall be of essence of the Contract.
- RTGS/NEFT mode of payment is also available.
DEFAULT OR INSOLVENCY OF BUYER
- The Buyer shall be in breach of any of its obligations under the Contract or if any distress or execution shall be levied on the Buyer's property or assets or if the Buyer make or offer to make any voluntary arrangement or composition or compromise with his creditors or become bankrupt or if any bankruptcy petition administrator appointed or makes voluntary arrangement with its creditors or commences to be wound up, the Company, at its discretion & without prejudice to any other right or claim may by notice in writing determine wholly or in part any and every Contract between the Company and the Buyer or may by notice in writing suspend further deliveries of Goods until any defaults by the Buyer be remedied