"VRAJ-DHAM APPARTMENT" OFFICE - 7, NEAR-SWAMINARAYAN CHOWK, RAJKOT.
This Order constitutes the offer by BABARI HYDRAULIC SOLUTION , herein referred to as Buyer, and may be accepted by Supplier, the stipulated provider of Goods pursuant to this Order, only in accordance with the terms hereof. Any acceptance herein of an offer of Supplier, or any confirmation herein of a prior agreement between Buyer and Supplier, is expressly made conditional on Supplier’s assent to the additional or different terms contained herein. This Order may be accepted by Supplier by commencement of work, shipment of goods, or furnishing of services hereunder. Dispatch of Supplier’s acknowledgement form or other written document will also act as an acceptance if it agrees with this Order with respect to the description, amount, price and time of delivery of the goods or services ordered. Notwithstanding any waiver in any instance, or any oral agreement, or any instructions, terms and conditions that may be contained in any quotation, acknowledgement, invoice or other written document of Supplier, no addition to, waiver for the future or modification of, any of the provisions herein contained shall be of any force or effect unless made in writing and executed by Buyer.
The price shall not be higher than that appearing on the face of this Order, or if no price appears thereon, then no higher than that last price quoted to Buyer by Supplier for similar articles, material, goods, parts, services, work or other deliverables (collectively, “Goods”). Prices of the Goods shall not exceed Supplier’s lowest prices in effect at the date of shipment for comparable Goods in comparable quantities.
No charge will be allowed for packing, crating, cartage or storage unless otherwise designated in this Order. Goods shall be suitably packed to secure the lowest transportation costs and conform to the requirements of common carriers and any applicable specification. Supplier shall be liable for and shall promptly refund to Buyer the amount of any loss or damage due to Supplier’s failure to properly preserve, pack, package or handle such products. Shipment shall be made in accordance with Buyer’s instructions on the face of this Order. Supplier shall place this Order number on the outside of each shipment hereunder and on all documents relating to such shipment. Supplier’s serial numbers must be shown on all shipping papers and invoices, where applicable. Supplier shall be liable to Buyer for any increase in transportation charges resulting from Supplier’s failure to utilize the specified method of shipment or carrier.
Supplier warrants to Buyer and its customers that all goods or services furnished pursuant to this Order will be free from defects in material and workmanship and will be in conformity with the requirements of the Order, including drawings and specifications, if any, and reasonably fit for the purpose disclosed in this Order or in such drawings and specifications, and Supplier further warrants that such goods or services will be merchantable and fit for the purpose for which they are sold, and where design is Supplier’s responsibility, will be free from defects in design, and that Supplier has good, unencumbered title to the products and has conveyed such good, unencumbered title to Buyer. The foregoing warranties are in addition to all other warranties, whether express or implied, and will survive delivery, inspection, acceptance or payment by Buyer. All warranties shall run to Buyer and its customers. Buyer’s approval of Supplier’s design or material shall not be construed to relieve Supplier of the warranties set forth herein. Without limitation of any rights which Buyer may have at law by reason of any breach of warranty, goods which are not as warranted may at any time within twelve (12) months after delivery be returned at Supplier’s expense. Buyer at its option may require Supplier either to replace such goods at no increase in price (Supplier must pay all repacking, transportation and handling charges both ways) or to refund the purchase price and any charges in connection therewith.
Buyer’s production schedules and commitments to its customers are dependent upon the agreement that deliveries of the Goods covered by this Order will occur on the required delivery date shown on the face hereof. Supplier shall be responsible for all damages of any kind incurred or suffered by the Buyer which were caused by a delay of Supplier in meeting delivery schedules. Supplier shall also be responsible for all premium logistics cost resulting from Supplier’s inability to meet delivery schedules.
Buyer may at any time, by written direction (including without limitation by email or facsimile), make changes in the drawings, specifications, quantities, delivery location or schedules, method of shipment or packaging, or, prior to the delivery date, suspend its purchase of products and services hereunder. Should any such change increase or reduce the cost of, or the time required for performance of, an Order, an equitable adjustment will be made in the contract price or delivery schedule. Any requests for an increase in the contract price or an extension in delivery schedule must be made within ten (10) working days from the date of such written direction. Failure to agree upon an equitable adjustment shall not relieve the Supplier from proceeding without any delay in performance under this Order, as changed. Where any material is made obsolete or excess as a result of any change for which Supplier makes a claim, Buyer shall have the right to prescribe the manner of disposition of such property.
Supplier shall not, without first obtaining written consent of Buyer, advertise, publish or issue any news release or make any public announcement or denial or confirmation concerning the fact that the Supplier has furnished or has contracted to furnish to the Buyer the Goods. Supplier agrees that all drawings, specifications, designs, data and all other business, product, technical and financial information furnished by Buyer to Supplier shall remain the sole property of the Buyer and shall be disclosed to others by Supplier only as (and to the extent) required for performance of this Order. Upon completion of the work, Supplier shall return any such drawings, specifications, designs, data or other information together with all copies and make no further use either directly or indirectly of any such drawings, specifications, designs, data or information derived therefrom without Buyer’s prior consent.
Neither party shall be held responsible for any delay or failure in performance of any part of this Order to the extent such delay or failure is caused by flood, strike, civil, governmental or military authority, act of God, or other similar causes beyond its control and without the fault or negligence of the delayed or nonperforming party or its subcontractors provided that (i) such party gives the other party prompt notice of the reason for delay or failure of performance and (ii) takes reasonable steps to mitigate the duration of the delay or failure of performance. In the event a party’s delay or non-performance continues for a period of at least fifteen (15) days, the other party may terminate this Order without liability. Supplier’s liability for loss or damage to Buyer’s material in Supplier’s possession or control shall not be modified by this clause.
None of the work to be performed under this Order shall be assigned nor shall Supplier subcontract for completed or substantially completed Goods called for by this Order without Buyer’s prior written consent.
Failure of Buyer to insist upon performance of any terms of this Order or to exercise any right hereunder shall not be construed as a waiver or relinquishment of the future performance of any such term or condition or the future exercise of such right.
Supplier agrees that Buyer shall have the right to set-off against amounts which may become payable by Buyer to Supplier under this Order or otherwise, any amounts which Supplier may owe Buyer.
Invoices shall be paid on delivered and accepted Goods in accordance with the terms in this Order; due dates for payment shall be computed from the later of the date on which (i) Buyer receives a correct invoice or (ii) Buyer receives the Goods described in such invoice. Payment shall be deemed made (for the purpose of earning any discount offered by Supplier or otherwise) on the date Buyer’s check is mailed to Supplier. Partial payments may be made if specifically authorized in writing by Supplier. Payment of the invoice shall not constitute acceptance of the product and shall be subject to an appropriate adjustment for failure of Supplier to meet the requirements of this Order. Supplier shall pay, without charge to Buyer, any federal, state, or local tax or other government charge or assessment relating to the production, sale or shipment of any of the products hereunder.