1 INTERPRETATION
1.1 In these Terms, the following definitions apply:
o ‘Bespoke Goods’ means goods for which the Trade Buyer has provided dimensions and/or specifications to the Seller;
o ‘Contract’ means the Contract for the purchase and the sale of Goods;
o ‘End Purchaser’ means a third party to whom the Trade Buyer sells Goods to;
o ‘Goods’ means the Goods (including any installment of the Goods or any parts for them) specified in the Order to be supplied by the Seller to the Trade Buyer and includes Bespoke Goods;
o ‘Key Account’ is a Trade Buyer with a retail trading address within India displaying the Seller’s minimum display requirement with the Seller’s [Written] permission to use the Key Account price list and who has a sales territory defined by the Seller;
o ‘Order’ means the Trade Buyer’s Order for the Goods submitted via the Website or other offline means;
o ‘Sales Material’ includes but is not limited to samples, drawings, descriptions or advertisements issued by the Seller, including those in the catalogs, brochures, and Website;
o ‘Seller’ means Acquisitions (Sidharth Trade Corporation) (registered in INDIA, AMEPA9451F) whose registered office is 92/A INDUSTRIAL ESTATE POWERHOUSE BHILAI, Bhilai, Chhattisgarh 490026;
o ‘Terms’ means these standard terms and conditions of the sale and (unless the context otherwise requires) includes any special terms and conditions agreed in Writing between the Trade Buyer and the Seller;
o ‘Trade Buyer’ means the person or company who accepts a quotation from the Seller for the sale of the Goods and is accepted by the Seller. A Trade Buyer may have a trade account, a Key Account, or a Gold Account;
o ‘User Guide’ means the information on installation and use provided by the Seller and updated from time to time and available here;
o ‘Warranty Conditions means the warranty terms updated from time to time
o ‘Website’ stc-overseas.com and
o ‘Writing’ and ‘Written’ includes email, facsimile transmission and comparable means of communication.
1.2 Reference in these Terms to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Terms are for convenience only and shall not affect their interpretation.
2 BASIS OF THE SALE
2.1 The Seller shall sell and the Trade Buyer shall purchase the Goods by any written quotation of the Seller which is accepted by the Trade Buyer, or any Order of the Trade Buyer which is accepted by the Seller, subject always to these Terms, which shall govern the Contract. In the event of a conflict between the Written terms of the quotation or Order and these Terms, the quotation or Order shall apply.
2.2 No variation to these Terms shall be binding unless agreed in Writing between the authorized representatives of the Trade Buyer and the Seller.
2.3 The Seller’s employees and agents are not authorized to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Trade Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Trade Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in writing by the Seller is followed or acted upon entirely at the Trade Buyers own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Installation and technical requirements should always be checked and discussed with the Seller before sale to the End Purchaser. Where technical advice is given by the Seller, it is based on the Seller’s understanding of the information supplied by the Trade Buyer and is not intended as a substitute for a site survey by a competent person.
2.6 Any Sales Materials are issued solely to provide the Trade Buyer with an approximate idea of the Goods they describe. They do not form part of the Contract.
2.7 Any typographical, clerical or other error or omission in the Sales Material shall be subject to correction without any liability on the part of the Seller.
2.8 The Seller has the right to amend these Terms from time to time. The Trade Buyer’s Order will be subject to the version of the Terms in force at the time the Trade Buyer orders Goods from the Seller unless any change to the Terms is required by law or regulatory authority.
2.9 The Trade Buyer acknowledges that the Seller will own the copyright, design right and all other intellectual property rights in the Goods and any drafts, drawings or illustrations the Seller makes in connection with the Goods for the Trade Buyer.
3 ORDERS
3.1 No Order submitted by the Trade Buyer shall be deemed to be accepted by the Seller and such Order shall only become binding on the Trade Buyer and the Seller at the earlier of when the Seller:
3.1.1 issues the Trade Buyer with a written acceptance of the Order; or
3.1.2 delivers the Goods to the Trade Buyer; or
3.1.3 notifies the Trade Buyer that the Goods are ready for collection.
3.2 The Trade Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any Order (including any applicable specification) submitted by the Trade Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3 No Order which has been accepted by the Seller may be cancelled by the Trade Buyer except with the agreement in writing of the Seller and on terms that Trade Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labor and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
4 SPECIFICATION
4.1 Subject to the remainder of this clause 4, the quality, quantity, and description of and any specification for the Goods shall be as set out in the Seller’s quotation (if accepted by the Trade Buyer) or the Trade Buyer’s Order (if accepted by the Seller).
4.2 The Seller uses only authentic, high-quality materials. All goods sold by the Seller are sold by viewing samples and the Seller warrants that the typical quality of such merchandise is represented as closely as possible by the samples shown. The Trade Buyer is advised to ensure that the End Purchaser views such samples before purchase.
4.3 All dimensions provided in the quotation, Order or Sales Materials are approximate only. The information contained in such literature is intended as a guide only and the Seller does not warrant the accuracy of the information contained.
4.4 The photography used in the Sales Materials or other communications is representative of the Goods on a given day in typical ambient lighting or studio conditions and are subject to weather variations, for example, possible variations in product picture of the Goods and the Trade Buyer accepts that these are subject to outside influences over which the Seller has no control.
4.5 The materials the Seller uses for packing and transport are as per sellers request or based on ease of transportation. In purchasing the Goods the Trade Buyer acknowledges that the materials used by the Seller may vary from sample to sample and product to product. Typical variations may include but are not limited to, physical, chemical and mechanical properties. Any natural occurring variations are not defects in the materials and the Seller shall not be liable to the Trade Buyer in respect of any such variation. Where the filling is necessary the Seller shall undertake such filling carefully and professionally.
4.6 Some chipping of the edges of the external wear and tear is inevitable. This will not be a defect in the Goods provided such chips are not detrimental to the finished overall appearance of the goods.
4.7 The Seller operates a policy of continuous product development and improvement and the Trade Buyer accepts that changes in detail may occur between ordering and delivery.
5 PRICE OF THE GOODS
5.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published trade, Key Account or Gold Account (as applicable to the Trade Buyer) price list current at the date of acceptance of the Order. All prices quoted are valid for 3 days only unless revised earlier by the Seller or until earlier acceptance by the Trade Buyer, after which time they may be altered by the Seller without giving notice to the Trade Buyer.
5.2 Where the Goods are supplied for export from India, the Seller’s published export price list shall apply.
5.3 The Seller reserves the right, by giving notice to the Trade Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the cost of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods requested by the Trade Buyer, or any delay caused by any instructions of the Trade Buyer or failure of the Trade Buyer to give the Seller adequate information or instructions.
5.4 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Trade Buyer and the Seller, all prices are given by the Seller on an ex-works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Trade Buyer shall be liable to pay the Seller’s charges for transport, packaging, and insurance.
5.5 The price is exclusive of any applicable value-added tax, which the Trade Buyer shall be additionally liable to pay to the Seller.
6 TERMS OF PAYMENT
6.1 The price for Bespoke Goods becomes payable in full by the Trade Buyer at the time that the Order is placed.
6.2 Subject to clause 6.1 and any special terms agreed in Writing between the Trade Buyer and the Seller, the Seller shall be entitled to invoice the Trade Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Trade Buyer or the Trade Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Trade Buyer for the price at any time after the Seller has notified the Trade Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
6.3 The Trade Buyer shall pay the price of the Goods (less any discount to which the Trade Buyer is entitled but without any other deduction) within 30 days of the date of the Sellers invoice, and the Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Trade Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
6.4 Where the Trade Buyer settles an invoice by way of a credit card payment a 2.5% surcharge will be added to the total amount payable.
6.5 If the Trade Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to any one or more of the following remedies:
6.5.1 cancel the Contract or suspend any further orders and/or deliveries to the Trade Buyer; and
6.5.2 appropriate any payment made by the Trade Buyer to such of the Goods (or the Goods supplied under any other Contract between the Trade Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Trade Buyer); and
6.5.3 charge the Trade Buyer interest (both before and after any judgment) on the amount unpaid, at the rate of 4% per annum above HDFC Bank base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).
7 DELIVERY
7.1 Delivery of the Goods shall be made by the Trade Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Trade Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller in Writing, delivering the Goods to that place. The Seller cannot be held liable for any missed installation dates due to the late delivery of Goods.
7.2 Any dates quoted for delivery of the Goods are approximate only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in Writing.
7.3 The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Trade Buyer.
7.4 The Trade Buyer should allow at least 20 working days for the delivery of core products.
7.5 Estimated delivery dates for bespoke and non-core Goods will be set out in the Seller’s quotation or acknowledgment.
7.6 Any shortages and/or damage to the Goods must be reported within 24 hours of delivery. If the Trade Buyer does not notify the Seller within 24 hours the Goods will be deemed to be delivered by the Order. A signed delivery note will be proof of delivery.
7.7 Where the Goods are to be delivered in installments, each delivery shall constitute a separate Contract and failure by the Seller to deliver any one or more of the installments in accordance with these Terms or any claim by the Trade Buyer in respect of any one installment shall not entitle the Trade Buyer to treat the Contract as a whole as repudiated.
7.8 If the Seller fails to deliver the Goods (or any installment) for any reason other than any cause beyond the Seller’s reasonable control or the Trade Buyer’s fault, and the Seller is accordingly liable to the Trade Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Trade Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
7.9 If the Trade Buyer fails to take delivery of the Goods [within 30 days of being notified that the Goods are ready] or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Trade Buyers reasonable control or by reason of the Sellers fault) then, without prejudice to any other right or remedy available to the Seller, the Sellers may:
7.9.1 store the Goods until actual delivery and charge the Trade Buyer for the reasonable costs (including insurance) of storage; or
7.9.2 sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Trade Buyer for the excess over the price under the Contract or charge the Trade Buyer for any shortfall below the price under the Contract.
8 INSTALLATION
8.1 The Trade Buyer shall inspect and approve the Goods on delivery and in any event before installation. If there is a defect in the Goods which is or would have been apparent upon inspection the Trade Buyer must report such defect within 24 hours of delivery and if it is not reported to the Seller, the Seller shall not be liable for any losses, costs or expenses incurred as a result of the Trade Buyer or the End Purchaser’s failure to inspect the Goods and enable the Seller to remedy such defect prior to installation.
8.2 All dimensions quoted are approximate and subject to change without notice and should be physically checked by the Trade Buyer before commencing any work.
8.3 The Trade Buyer accepts that the Seller cannot be held responsible for the effects of any defects. The Trade Buyer shall make all the inspection from 3rd party sources if required
9 RISK AND PROPERTY
9.1 Risk of damage to or loss of the Goods shall pass to the Trade Buyer in the case of the Goods to be delivered:
9.1.1 at the Seller’s premises, at the time when the Seller notifies the Trade Buyer that the Goods are available for collection; or
9.1.2 otherwise than at the Seller’s premises, at the time of delivery to the carrier appointed by the Trade Buyer.
9.2 Notwithstanding delivery and passing of risk in the Goods, or any other provision of these Terms, the property in the Goods shall not pass to the Trade Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other Goods agreed to be sold by the Seller to the Trade Buyer for which payment is then due. The Trade Buyer hereby grants to the Seller a lien over any Goods which it purchases and uses for display purposes.
9.3 Until the property in the Goods passes to the Trade Buyer, the Trade Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Trade Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but the Trade Buyer shall be entitled to resell or use the Goods in the ordinary course of its business.
9.4 Until the property in the Goods passes to the Trade Buyer (and provided the Goods are still in existence and have not been resold), or, in the case of display Goods, while such Goods remain subject to a lien, the Seller shall be entitled at any time to require the Trade Buyer to deliver up the Goods to the Seller and, if the Trade Buyer fails to do so forthwith, to enter upon premises of the Trade Buyer or any third party where the Goods are stored and repossess the Goods.
9.5 The Trade Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Trade Buyer does so all sums of money owing by the Trade Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
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