Terms of Sale and Delivery
Goods sold by Durga Bearings Private Limited
are expressly subject to the terms and conditions
set forth below. Any different or additional terms
or conditions set forth in buyer's purchase order
or similar communication are objected to and shall
not be binding on Durga Bearings Private Limited
unless agreed to in writing by a Durga Bearings
Private Limited or its authorised representative.
Buyer's acceptance of shipment and/or payment for
the goods constitutes acceptance of Durga Bearings
Private Limited's terms and conditions.
1. Order Acceptance
Buyer acknowledges that all orders are subject to
acceptance by Durga Bearings Private Limited and
no order shall be deemed accepted unless and until
it is verified and accepted by Durga Bearings Private
Limited facility located in India.
2. Price
Prices in effect at time of shipment shall prevail.
All prices quoted by Durga Bearings Private
Limited are subject to change without notice.
Prices do not include any present or future sales,
value-added or similar taxes and, where applicable,
such taxes shall be billed as a separate item and
paid by Buyer. A late payment charge of 1% per month
(an annual percentage rate of 12%) shall be charged
on all past due accounts and Buyer shall pay Durga
Bearings Private Limited all costs incurred by it
in collecting any past due account from Buyer, including
all court costs and legal fees, provided, however,
if the foregoing charges exceed that rate which
may be lawfully charged under applicable law, then
such charges shall be calculated so as not to exceed
the highest lawful rate. Unless otherwise noted,
all sales are made exclusive of f.o.b. and, in all
cases, title shall pass upon delivery to the carrier
at point of shipment and thereafter all risk of
loss or damage shall be upon Buyer.
3. Payment Terms
As per the agreed terms between the buyer and Durga
Bearings Private Limited.
4. Delivery
Delivery dates given in advance of actual shipment
are estimates and shall not be deemed to represent
fixed or guaranteed delivery dates. Durga
Bearings Private Limited shall not be liable
for failure to deliver or for delay in delivery
or performance due to (i) a cause beyond its reasonable
control, or (ii) an act of God, act or omission
of Buyer, act of civil or military authority, governmental
priority or other allocation or control, fire, strike
or other labour difficulty, riot or other civil
disturbance, insolvency or other inability to perform
by the manufacturer, delay in transportation, or
(iii) any other commercial impracticability. In
the event of any such delay, the date of delivery
or performance shall be extended for a period equal
to the time lost by reason of delay. Partial Deliveries
are permissible to the extent such partial deliveries
are not unreasonably burdensome for the purchaser.
5. Change in Buyer's Financial Condition
Durga Bearings Private Limited
reserves the right by written notice to cancel any
order or require full or partial payment or adequate
assurance of performance from Buyer without liability
to Durga Bearings Private Limited in the event of
(i) Buyer's insolvency, (ii) the filing of a voluntary
petition in bankruptcy by Buyer, (iii) the appointment
of a receiver or trustee for Buyer, or (iv) the
execution by Buyer of an assignment for the benefit
of creditors. Durga Bearings Private Limited reserves
the right to suspend its performance until such
payment or adequate assurance of performance has
been received. Durga Bearings Private Limited also
reserves the right to cancel Buyer's credit at any
time for any reason.
Buyer, in order to provide security for the payment
of the full price of goods furnished hereunder,
grants Durga Bearings Private Limited a security
interest in the goods. Buyer agrees to execute any
documents and furnish information necessary to perfect
this security interest.
6. Warranties
Goods are sold only with such warranties,
as may be extended by the manufacturer of the product.
Durga Bearings Private Limited makes no warranty
and any and all implied warranties of merchantability
or fitness are hereby excluded. Buyer is
responsible for installation and use in accordance
with manufacturer's instructions and Durga
Bearings Private Limited shall not be responsible
for buyer's improper product selection.
Durga Bearing Private Limited personnel are not
authorized to alter this policy.
7. Performance Warranty
In case buyer is not satisfied with the quality
of goods or its performance; they should refer the
matter to respective manufacturer’s office
in India or abroad. Durga Bearings Private
Limited will facilitate their buyer by
providing their Purchase data and liaison with manufacturers
on behalf of the buyer. Durga will not hold responsible
for quality Issues. Decision from manufacturers
will be final.
8. Limitation of Liability
Durga Bearings Private Limited's liability on any
claim for loss or damage arising out of this contract
or from the performance or breach thereof or connected
with the supplying of any goods hereunder, or the
sale, resale, operation or use of such goods, whether
based on contract, warranty, tort (including negligence)
or other grounds, shall not exceed the price allocable
to such goods or part thereof involved in the claim,
regardless of cause or fault. This limitation of
liability reflects a deliberate and bargained-for
allocation of risks between applied and buyer and
constitutes the basis of the parties' bargain, without
which applied would not have agreed to the price
or terms of this contract. Durga Bearings Private
Limited shall not, under any circumstances,
be liable for any labour charges without its prior
written consent. Any cause of action by Buyer with
respect to any goods or services sold by Applied
must be instituted within one (1) year after the
cause of action arose or be forever waived and barred.
Durga Bearings Private Limited shall not
in any event be liable whether as a result
of breach of contract, warranty, tort (including
negligence) or other grounds (1) for incidental,
indirect, special or consequential damages
including, but not limited to, loss of profits or
revenue, loss of use of the goods or any associated
product, cost of capital, cost of substitute products,
facilities or services, downtime costs, or claims
of customers of Buyer for such damage; or (2)
for any claims, costs, expenses or damages arising
from product failure. If Durga Bearings
Private Limited furnishes Buyer with advice or other
assistance which concern any goods supplied hereunder,
or any system or equipment in which any such goods
may be installed, and which is not required pursuant
to this contract, the furnishing of such advice
or assistance will not subject Durga Bearings Private
Limited to any liability, whether based on contract,
warranty, tort (including negligence) or other grounds.
9. Nuclear or Other Hazardous Activities
Unless specifically agreed to in writing by an authorized
representative of Durga Bearings Private
Limited, goods sold hereunder are not intended
for use in connection with any nuclear facility
or any other hazardous activity such as military
or commercial aircraft, space exploration, missile
installations or other critical applications where
failure of a single component could cause substantial
harm to persons or property. If so used, Durga
Bearings Private Limited disclaims all
liability for any nuclear damage, contamination
or other damage or injury and Buyer shall indemnify
and hold Applied harmless from
such liability whether as a result of breach of
contract, warranty, tort (including negligence)
or other grounds. Durga Bearings Private
Limited and its suppliers shall not be
liable to Buyer or its insurers based on contract,
warranty, tort (including negligence) or other grounds
for onsite damage to any property located at a nuclear
facility.
10. Cancellation
Buyer may cancel an order only upon mutual agreement
with Durga Bearings Private Limited
subject to payment to Durga Bearings Private
Limited of reasonable and proper cancellation
charges.
11. Returned Goods
Goods may not be returned without the prior written
consent of Durga Bearings Private Limited.
12. Assignment or Delegation
Buyer shall not assign or delegate any or all of
its duties or rights hereunder without the prior
written consent of Durga Bearings Private
Limited.
13. Language
The parties hereby confirm their express desire
to have this Agreement and all documents relating
thereto to be drawn up in English only.
14. Foreign Corrupt Practices Act
Buyer acknowledges that it is not the agent of Durga
Bearings Private Limited and represents
and warrants that it has not and covenants that
it will not pay anything of value to any government
employee in connection with the resale of the products
sold hereunder.
15. Governing Law and Jurisdiction
This Site (excluding linked sites) is controlled
by Durga Bearings Private Limited
from its offices within India. By accessing this
Site, you and Durga Bearings Private Limited
agree that all matters relating to your access to
or use of, this Site and the validity and performance
of these Terms shall be governed by the statutes
and laws of India, without regard
to the conflicts of laws principles thereof. The
parties also agree and hereby submit to the exclusive
personal jurisdiction and venue of courts of India.
Use of this Site is unauthorized in any jurisdiction
that does not give full effect to all provisions
of these Terms, including without
limitation this provision and the warranty and disclaimer
of liability exclusions herein.
Durga Bearings Private Limited
makes no representation that materials, services
or products available on this Site are appropriate
or is prohibited.
16. General
Any representation, affirmation of fact and course
of dealing, promise or condition in connection therewith
or usage of trade not incorporated herein, shall
not be binding on either party. If any provision
hereof shall be unenforceable, invalid or void for
any reason, such provision shall be automatically
voided and shall not be part of this agreement and
the enforceability or validity of the remaining
provisions of this agreement shall not be affected
thereby.
17. Dispute Resolution
Actions by Durga Bearings Private Limited for non-payment
by the Buyer for the purchase price of products
sold by Durga Bearings Private Limited through this
Site or otherwise, or for redress of other breaches
by the Buyer of the Terms and Conditions of Sale
or Access, may be brought by Durga Bearings Private
Limited, at its option, before any judicial court
of competent jurisdiction. At Durga Bearings Private
Limited’s option, disputes between the Buyer
and Durga Bearings Private Limited, including all
claims of non-performance by Durga Bearings Private
Limited, shall be finally settled by arbitration
in India from the respective Court where from Sales
Invoice was raised. Any cause of action
by Buyer with respect to products sold by Durga
Bearings Private Limited must be instituted within
one (1) year after the cause of action arose or
be forever waived and barred.
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