Terms & Conditions of Purchase – Applicable for all Supplier of AI.

Invoicing & Payment: Subject to satisfactory inspection & acceptance of goods the payment shall be made by the buyer in accordance with the period specified in the purchase Order. All payments will be made by Account Payee Cheques. In case the seller want payment by wire/Online transfer, the charges of online transfer/ wire transfer will be borne by Seller.

Confidentiality: Seller shall consider all financial and technical information furnished by Buyer to be confidential and will not be disclosed to any third party, except where is required to be disclosed by law. Seller will immediately inform buyer about such act in writing. This applies to all email communications, drawings, samples, technical documents etc. provided by Buyer to Seller. Seller shall not advertise [in any manner] or publish the fact that Buyer has contracted to purchase goods from Seller, nor shall any information relating to the Purchase order or Business be disclosed without written approval from Buyer.

Acceptance: Each Purchase Order shall be deemed accepted by Seller by commencement of work on Goods, written acknowledgement, performance of service, Shipment of goods or any other conduct by seller which indicates or recognizes a contract between parties pertaining to subject matter hereof. No purported acceptance of any order on terms & conditions which modify, supersede, or alter the terms & conditions hereof shall be binding upon buyer and shall be deemed rejected unless they are accepted in writing. Each Purchase Order is Buyer’s offer to Seller and does not mean acceptance of any quotation/ communication submitted by Seller to Buyer. Any reference given by Buyer is for the purpose of description & specification, unless otherwise specified.

Delivery: Time is the essence of each delivery. Delivery of goods must be in strict compliance of the Purchase Order. Shipment of goods in excess of in advance of buyer’s requirement contained in each order are at Seller’s risk. If Seller fails to meet the scheduled delivery date & Buyer elects for expedited shipments, Seller will pay the differential cost. Seller will be responsible and pay all the differential cost incurred because of delay made by Seller. If Seller encounters or anticipate any difficulty in meeting delivery schedule, Seller shall immediately inform Buyer in writing, giving pertinent details. However that intimation must not be considered as waiver or remedy of any type or from any terms & conditions & other impacts. If Seller fails to meet the schedule promptly & regularly, Buyer may terminate the Contract and /or Purchase Order immediately without any liability / compensation towards Seller.

Shipping: Seller agrees to manufacture, pack and box the goods so as to prevent any damage in transit. As Seller is more experienced and knowledge about goods, their usage and shipment location, Seller agrees to make all steps to ensure that the goods reach their destination without and damage or impact of any kind. A packing list containing the dimensions of the each boxes, type of boxes, Gross & Net weight of each box must be provided by Seller to Buyer and each box must be labelled individually with these details and Seller agree to do this activity free of charge. Quality & Warranty: Seller expressly warrants and confirms that the goods & services do not infringe on any patent, copyright or other IP of any third party and Seller will transfer the full title of the goods to the Buyer. Goods furnished shall confirm to the drawing/ Samples/ Specifications/ Pictures or other information provided and will be merchantable, of good material and workmanship and free from defect. Seller acknowledges that Seller knows the intended use of the goods and warranty/ liability the goods are covered with. Buyer may, at his own decision either (1) return the defective or non-confirming goods for credit or refund; (2) require prompt replacement of the goods with confirming and non-defectives along with the action plan to avoid reoccurrence or (3) have the defective items corrected or replaced at Seller’s expense and deduct the cost from any money due Seller. Seller recognizes and agrees that it is impossible to get the defective parts for Seller’s analysis, Buyer will in good faith make all efforts to get the defective samples for Seller’s analysis at Seller’s cost. Hazardous material must have MSDS along with the supply.

Changes in the Purchase Order: At any point of time, Buyer have the right to change method of shipment, time & delivery of goods and Quantity of goods. Buyer will notify Seller in writing about such change and Seller will comply and is bound by such change. Seller is not allowed to and shall not change the product and / or process specification without informing Buyer, in writing and taking written approval from Buyer. All claims for money due or to become due from Buyer shall be subject to deduction or Set off by the Buyer by reason of any counterclaim arising out of this or any other transaction with Seller.

Indemnification: Seller shall indemnify, defend and hold harmless Buyer against all damages, claims or liabilities and expenses (including legal fees) arising out of or resulting in any way from any patent or latent defect in the goods supplied by Seller, or from any act or omission of Seller, its agents, employees, dealers or associates. This indemnification is in addition to the warranty obligation of Seller Buyer’s Property: Seller understands that it is common practice that Buyer supports Seller for tooling by paying initial tooling cost. Seller in this case, without asking any question will declare that that tooling as property of Buyer. Seller also agrees to Tag the tool, store it properly and maintain it for the tool life or project life. The Seller in any case cannot destroy or damage Buyer’s property (Tooling / Drawings/ Samples). The Buyer’s property is subject to inspection by Buyer or his customer during business hours with prior information. In case of any damage, Seller will fully compensate the damage without asking any question or delay of and kind in compensation to Buyer.

Buyer may terminate this order or any part of Terms & Conditions of Purchase or any part hereof in the event of any default by the Seller or if the Seller fails to comply with any of the terms and conditions of this order. Late deliveries, deliveries of products which are defective or which do not conform to this order, and failure to provide Buyer, upon request, of reasonable assurances of future performance shall also allow Buyer to terminate this order. In the event of such termination, Buyer shall not be liable to Seller for any amount, and Seller shall be liable to Buyer for any and all damages sustained by reason of the default which gave rise to the termination.