Standard Conditions of Sale – Also printed on the reverse of the invoice
- DEFINITIONS :
“Seller” in these Conditions of Sale means Fujifilm Sericol India Pvt. Ltd. “Buyer” means such person, firm, body corporate, Government authority, institution or organisation as may buy from the Seller.
“Contract Price” means the price at which an order is accepted with such adjustments, which may be necessary in the terms of these conditions. The words “Product” and “Goods” refer to the subject matter of the concerned invoice.
- ACCEPTANCE OF ORDER :
All quotations whether given specifically or indicated in the current price list are without engagement and are subject to Seller’s issue of order duly signed.Prices quoted are subject to withdrawal at any time until the order is so accepted by the Seller and thereafter to variations as provided for in these conditions.
- PRICE VARIATIONS :
If on the date of delivery of any consignment of Goods ordered, the cost to Seller of such supply of Goods has increased in relation to such cost on date of acceptance of order by reason of any variation in the cost of raw material, fuel, power, labour, Government duty or levy, insurance, transportation or by reason of any order of the Government or any other competent authority or for any other reason, then the price of such Goods indulged in such consignment shall be increased accordingly and the Buyer shall not be entitled to repudiate the contract and shall fulfill his obligation thereunder.
- TAXES AND LEVIES :
Prices quoted are exclusive of Excise Duty, Sales Taxes, VAT, Octroi and other taxes, duties and levies which may be payable to or demanded by any authority in respect of the Goods and Buyer shall pay to the Seller in addition to the Contract Prices, such taxes, duties and levies whether the same shall be imposed before or after the delivery of the Goods in relation thereto. If within three months the relevant Sales Tax, declaration Forms for Goods supplied are not received the Buyer will be liable to pay balance amount for tax.
- PAYMENT :
If any time in respect of any supply payment be overdue the Seller shall be entitled without prejudice to any other legal remedy to withhold further supplies to the Buyer. The Buyer shall not under any circumstances delay or withhold the payment of the Contract Prices or any part thereof on the ground of Buyer’s having any claim for any allowance or otherwise, but shall pay in full the amount of Contract Prices and all other monies due and such payments shall be a condition precedent to the settlement of any claim by the Seller. If the payment is not made within the time stipulated, Buyer will be liable to pay interest at the rate of 30% per annum, for the period the amount is outstanding.
- TERMS OF DELIVERY :
- Except otherwise expressly provided, delivery of all Goods shall be given at the Seller’s factory / office and payment shall be made against the delivery of order at Seller’s office / factory. Where Goods are to be dispatched by carrier to or on account of the Buyer the delivery shall be effected by the delivery of Goods to such carrier. Where notice is given to the Buyer by the Seller to the effect that the Goods are ready, all such Goods shall be at Buyer’s risk from the date of such notice. Full freight will be borne by the Buyer.
- Time or period specified for delivery is only indicative and approximate. Unless otherwise agreed, deliveries may be made at such intervals and in such part quantities as the Seller may decide. If no time or period is specified deliveries shall be made as and when the Goods are ready. No delivery shall be considered overdue until the Buyer has made a request in writing for deliveries and has given the Seller adequate time and opportunity to comply therewith. The Seller reserves the right to commence the manufacture of the whole or any part of Goods immediately on order or at such time thereafter as the Seller consider fit.
- If the Buyer fails to take delivery of the Goods offered in accordance with the terms of the Contract of Sale or fails to comply with any provision of the contract, the Seller may, by notice in writing to the Buyer, cancel the contract or part thereof remaining unexecuted at the date of such failure and may recover from the Buyer as damages or loss, expenses or outgoing suffered or paid by the Seller as a result of such failure.
- In the event of the Goods remaining in Seller’s premises after the date stipulated for delivery and 30 days after the Seller has notified the Buyer in writing that the Goods are ready, the Buyer shall in addition to any other obligation or liability, forthwith pay the Contract Price and also reasonable storage charges in respect of the Goods and the Seller shall be absolved from all responsibility for the safe keeping of the Goods and liability for any loss, injury, deterioration or damage sustained by the Goods while in Seller’s premises for any cause whatsoever.
- (e) Delivery of Product or Goods not conforming to Product description given in the Purchase order will be replaced at Seller’s cost only on receipt of such Product / Goods at the Seller’s premises.
- INSURANCE :
The Seller may insure the goods against loss, breakage and pilferage, if the Buyer so requests at the time of placing the order. The said insurance charges shall be payable by the Buyer in accordance with the agreed payment terms.
- FORCE MAJEURE :
If the Seller be prevented or hindered in manufacturing or delivering the Goods in accordance with the Contract of Sale at specified time or within a reasonable time by reason war, whether declared or not, national emergency, Government’s or other competent authorities regulation on controls, acts or demands, scarcity of labour, non-availabilities of raw materials, transportation, delays, shortage of power, lockouts, floods, civil commotion riots, mutiny sabotage, fire, earthquake, storms or any other Act of God or other unexpected cause, the Seller shall be entitled by notice in writing to Buyer to cancel the same or any part of the Goods. If there is no such cancellation by the Seller the time for delivery shall be deemed to be extended to until the cause of the delay has ceased and for a reasonable period thereafter.
- QUANTITY DELIVERY WARRANTY :
The Seller shall be deemed to have fulfilled his obligation under the Contract of Delivery of a quantity within 10% either way of the quantity ordered and Buyer shall pay the Contract Price for the quantity actually delivered.
- QUALITY WARRANTY :
The Buyer must test the Product before using it in production and satisfy himself that the Product is suitable for the intended use/purpose. The Buyer shall make himself aware of the Product and its application by referring to the relevant Product Information sheet available at Sellers’ website www.fujifilmsericol.in or ask for the same from the Seller’s representative before using the Product in production. Buyer shall not hold Seller liable for any direct, indirect and consequential loss or damage on account of use of the Product. The warranty does not cover any loss, leakage or damage during transit or storage.
- CLAIMS FOR DAMAGE OR SHORTAGE :
All such claims should be made in writing so as to reach the Seller not later than 15 days from the date of dispatch of Goods from the Seller’s factory or seven days from the date of receipt by Buyer, whichever is later. The submission of claim within that period is condition precedent of such claim being maintainable and no complaint or claim whatsoever will be entertained by the Seller unless lodged by the Buyer within the aforesaid period. Subject to the foregoing, any defective Goods delivered will be replaced free of charge by the Seller, if satisfied about defect.
- INSOLVENCY OF BUYER :
In the event of the Buyer filing an application as insolvent or being adjudicated insolvent or entering into a compromise or arrangement with its creditors, the Seller may at his option rescind and determine all orders and contracts with Buyer.
- RETENTION OF TITLE :
The Goods shall remain the property of the Company until the invoice amount has been paid in full. Without prejudice to any legal recourse, the Seller shall have the right to deal with such Goods or property as he deems fit at his sole discretion, not withstanding any contract that the Seller may have entered with the Buyer.
- JURISDICTION :
Any dispute arising out of or in connection with this invoice shall be subject to competent Courts of Pune jurisdiction.