GENERAL CONDITIONS OF SALES

1. General:

1.1. These General Conditions of Sales (GCS) shall apply to each and every Sales Order entered into by the Sellerand the Buyer. Any modification of or addition to these GCS shall be valid onlyif expressly agreed in writing by both the Parties. Any terms and conditions ofthe Buyer, appearing separately or in the purchase order or any such document,howsoever described, are expressly excluded for applicability. If the substanceof the Sales Order differs from the substance of these GCS, the substance ofthe Sales Order shall prevail. 

1.2. The Seller shall initiate a sale by issuing awritten Sales Order to the Buyer. The Sales Order shall set out the Sales Ordernumber and date, Goods identification, quantity of Goods, requested delivery date,price and payment terms and destination and delivery terms and such other termsand conditions are expressly agreed by the Parties.

1.3. Any advice, recommendation or representation givenby the Seller or its employees or agents to the Buyer or its employees oragents as to the storage, application or use of the Goods or otherwise which isnot confirmed in writing by the Seller is followed or acted upon entirely atthe Buyer’s own risk, and, accordingly, the Seller shall not be liable for anysuch advice, recommendation or representation which is not so confirmed by itin writing.

1.4. Any description given or applied to the Goods isgiven by way of identification only and the use of such description shall notconstitute a sale by description or for use for a specific purpose. For theavoidance of doubt, the Buyer hereby affirms that it does not in any way relyon any description at the time of confirming the Sales Order. Where a sample ofthe Goods is shown to and inspected by the Buyer, the Buyer agrees that such asample is so shown and inspected for the sole purpose of enabling the Buyer tojudge for itself the quality of the bulk, and not so far as to constitute asale by sample or for use for any specific purpose. 

1.5. All applicable regulatory approvals/permission/authorization required from the relevant authorities (Central aswell as State) for purchase and use of the Goods shall be obtained and maintainedby the Buyer, at all times, at its own cost.

2. Delivery:

2.1. The Seller shall make the Goods available to the Buyer on the delivery termsspecified in the Sales Order. Unless otherwise specifically agreed to in the SalesOrder confirmation, all periods stated for delivery of Goods are to be treated as estimates only not involving any contractual obligations.

2.2. All rights, title, interest and risk of the Goods will pass from the Seller to theBuyer once the Goods leaves the Seller’s warehouse unless otherwise agreed toin the Sales Order.

2.3. The Buyer shall arrange for and be solely responsible for the requisite carrier, transport, logistics, permits, insurance, loading, unloading etc. for the transport of the Goods from Seller’s warehouse to its premises pursuant to this transaction unless otherwise agreed to in the SalesOrder. The Buyer will be further solely responsible and liable for any additional incidental fees, charges, costs and risk of loading and transport ofthe Goods from the Seller’s warehouse to its premises unless otherwise agreed to in the Sales Order.

2.4. ThSeller shall not be responsible under any circumstances howsoever or whatsoever, for any risk, damages or discrepancies to the quality and/ orquantity etc. of the Goods once the Goods leaves the Seller’s warehouse unless otherwise agreed to in the Sales Order. The Buyer will be solely responsible in obtaining and maintaining adequate insurance of the Goods upon delivery.

2.5. The Buyer shall provide the requisite documents to the Seller at the time of delivery as per the prevailing provisions of law, acknowledgement of valid receipt of the Goods by the Buyer and such other documents as may be reasonably required by the Seller for its reference and record. The documentation shall be delivered in both printed and in electronic format in English language. 

2.6. In the event the Buyer is unable to receive delivery of Goods or any part thereof on the agreed delivery date then the Seller will be entitled to levy, and the Buyer will be obligated to pay storage and late delivery acceptance charges at a rate of 1% per day.Such storage and late delivery acceptance charges will be payable immediately and upfront before the Seller releases the Goods for delivery or the Goods are delivered to the Buyer, as the case may be. Storage of Goods by the Seller under this clause will at all times be at the sole and absolute risk of theSeller.

3. Warranty:

3.1. The Seller hereby provides a limited warranty of the Goods delivered against defects in manufacturing or workmanship only, for a period of only 6 (six) months from the date of actual delivery of the Goods or the agreed date of delivery in event of any delay attributable to the Buyer, as may be applicable. Any defects arising after first use or installation of the Goods on to or into Buyer’s equipment will not be covered under any warranty even if such Goods are installed within 6 (six) months of date of delivery or agreed date of delivery as mentioned in the Sales Order. The said limited warranty shall be void alsoin event of any unauthorised alterations, modifications, repairs, tampering or improper installation or maintenance, accidents or misuse, etc. This warranty expressly excludes any damage to the Goods resulting from careless or neglectful handling and/or transportation of the Goods once the Goods have been delivered to the Buyer. 

3.2. This warranty is made expressly in lieu of all other warranties, expressed or implied, including any implied warranties regarding merchantability or fitness for a particular purpose and freedom from patent infringement. No employee, agent, franchise, associate, partner, dealer orother person is authorised to give any warranty of any nature on behalf of the Seller.Except as provided herein, the Seller shall have no liability or responsibility to any customer, client, end user or any other person or entity with respect to any liability, loss or damage caused or alleged to be caused, directly or indirectly, by Buyer’s equipment consuming the Seller’s Goods.

3.3. The Seller’s sole obligation under this limited warranty is to repair or at its option replace the defective Goods. The Buyer or any of its customers, clients, end users or other persons shall have no other remedy. All special, incidental and consequential damages areexcluded.

4. Consideration:

4.1. Payment shall be made in full without any set-off, back charges, counterclaim or withholding of any kind (save and except under provisions of law where it is mandatory to do so) which the Buyer may have or allege to have for any reason whatsoever and in the currency of the Sales Order upon the payment terms more particularly described in the Sales Order. 

4.2. All taxes, duties, levies, charges, fines, penalties etc. including but not limited to GST, central or state taxes, export duties, octroi, cess and the like or any other charge if payable or imposed or levied or leviable by any authority whomsoever on the Goods, will be solely borne and paid by the Buyer. Under no circumstances will the Seller be liable or responsible for any of these charges. The Buyer shall provide acknowledgements of any such payments made under this clause as may be reasonably required bythe Seller for its reference and record.

4.3. TheBuyer understands and agrees that hand over of any cheque(s) drawn in favour of Seller as aconsideration for the Goods is towards a valid discharge of a legally enforceable debt and liability as the right, title, interest and risk in the Goods shall pass to the upon delivery. The Buyer further understands and agrees that, in any event, of the Seller not receiving the entire consideration for any reason whatsoever, then Seller, in addition to other rights and recourses that may be available, shall also have the immediate rightand recourse to recover the consideration including any interest accruedthere on for the Goods and other incidental fees, costs, charges etc. by initiating proceedings under the provisions of Section 138 of the NegotiableInstruments Act, 1938.

4.4. The Buyer hereby agrees that an interest compounded at a rate of 2% (two percent) per month or part thereofwill be immediately payable to Seller in any event of Seller no treceiving the entire consideration for any reason whatsoever or howsoever. TheBuyer further agrees that the aforementioned interest is not unreasonable or exorbitant, and it shall under no circumstances raise any dispute claiming the same to be unreasonable. Any interest payable by the Buyer should be paid to Seller without demur.

5. Intellectual Property Rights:

5.1. All industrial drawings, patents, trademarks, copyrights including but not limited to brand names, drawings, plans, study reports, models, molds, photographs, sketches, concepts, process and documents, production tools, patterns, templates, special equipment, other hardware or software etc. and other intellectual property created, prepared or developed bythe Seller pertaining to the Goods or pursuant to undertaking its obligationunder the Sales Order shall at all times remain the sole, absolute and exclusive property of the Seller and the Buyer shall have no right of ownership of any nature whatsoever and howsoever on the same and will under no circumstances claim any right thereof. Nothing in the Sales Order and the GCS will function to transfer, create, assign, licence, grant etc. any of the Seller’s Intellectual Property Rights for use under any circumstances to the Buyer.

 5.2. TheBuyer will refrain from using or referring to the trademarks or tradenames or brand names owned or generally used by the Seller or a company belonging to theSeller unless the Sales Order or a separate written agreement explicitly allows or obliges the Buyer to use those trademarks or trade names.

6. Miscellaneous:

 6.1. The Buyer shall not be permitted to terminate theSales Order at any time under any circumstances upon confirmation of the SalesOrder by it.

6.2. The Partieshere to acknowledge, agree, declare and confirm that the Sales Order and the GCS represents the entire agreement between them regarding the subject matter here of and supersedes all prior discussions and writings. No alterations, additions or modifications hereto shall be valid and binding unless the same are reduced to writing and signed by both the Parties

6.3. TheBuyer undertakes, at all times and under all circumstances, to abide, ad here and comply with the Seller’s Code of Conduct available on the Seller’s website(www.asharlocker.com).

6.4. Neither Party shall be liable for any failure or default or delay in performing its obligations under this transaction, if such failure or delay is, either wholly or in part, due to Force Majeure conditions such as floods, earthquakes, rain, cyclones, drought, storms or other acts ofGod, fires, epidemics, wars, riots, or acts of public enemy or terrorism, direct or indirect acts, rules, regulations, laws or orders passed/imposed by the government or sabotage, lack of adequate fuel, power, raw materials, containers, or transportation, labour, strike, lock-out or injunction, compliance with governmental laws, regulations, or orders, breakage or failure of machinery or apparatus, or any other cause whether or not of the class or kind enumerated which affects performance of this transaction arising from or attributable to acts, events, non-happenings, omissions, or accidents beyond the reasonable control of the Party affected provided, however, that the Party so affected will give prompt notice of such event within 7 (seven) days, and shall use its best efforts to mitigate such conditions. If the Force Majeure condition in question prevails for a continuous period in excess of 1 (one)month, the Parties shall enter into bona fide discussion with a view to alleviate its effect or to agreeing upon such alternative arrangement as may be fair and reasonable.

6.5. Except as may be required to disclose to governmental authorities in connection with Goods as required by law, the Buyer agree that any quotation, estimates, Sales Order, GCS, design and drawings, data, reports, brochures. technical data and documents, specifications, part-numbers, service manuals, information, interpretations and records containing or otherwise reflecting any information that is or may be proprietary and/or includes trade secrets, concepts, know-how, designs, (cross) references, processes, business plans, financial information of the Seller as may be shares with the Buyer is exclusively for the use of the Buyer and will at all times remain strictly confidential and may not be distributed or otherwise made available by the Buyer to any third party without the written consent of theSeller.

6.6. The Buyer shall not be entitled to assign its rights, liabilities or obligations under this GCS and Sales Order to any third party without any prior written consent of the Seller. 

6.7. If and solely to the extent that any provision of the Sales Order and/or the GCS shall be invalid or unenforceable or shall render the entireSales Order and/or this GCS to be unenforceable or invalid, such offending provision shall be of no effect and shall not affect the validity of the remainder of the Sales Order and/or this GCS or any of its provisions; provided, however, the Parties shall use their respective reasonable efforts to renegotiate the offending provisions to best accomplish the original intentions of the Parties.

6.8. No waiver of any other right under this GCS shall be deemed effective unless contained in writing and signed by the Party charged with such waiver, and no waiver of any right shall be deemed to be a waiver of any future right or any other right arising under this transaction. All rights, remedies, undertakings, obligations, and agreements contained in this GCS shall be cumulative and none of them shall be alimitation of any other remedy, right, undertaking, obligation, or agreement.

6.9. Nothing herein contained in the Sales Order or this GCS shall constitute or deemed to or is intended to constitute the Buyer a san agent of the Seller or vis a versa or shall be deemed to constitute a partnership or a joint venture between the Parties hereto. It is explicitly understood and agreed by the Parties that the transaction between the Parties will be that of a buyer and seller on principal to principal basis only.

6.10. All notices delivered in connection with this transaction shall be in writing and in English language only and shall be delivered to the address of each Party mentioned here in above, by registered mail or by facsimile transmissions and shall be deemed effective upon actual receipt.All notices shall be deemed to be effective on the date of receipt of the notice. 

6.11. The Sales Order and this GCS shall be governed by and construed in accordance with the laws of India. It is hereby agreed between the Parties that the courts in Mumbai shall have the exclusive jurisdiction to adjudicate any dispute arising out of this transaction. 

6.12. The Parties shall make best efforts to resolve all differences and disputes arising in connection with this transaction, through mutual co-operation and consultation by senior level management. Incase the differences or disputes are not settled amicably within a period of 30(thirty) days, then they shall be finally settled in accordance with the provisions of the Arbitration and Conciliation Act, 1996 by the mutual appointment of a sole arbitrator. The award of the arbitrator shall be reasoned award and shall be final and binding on the Parties. The seat and venue of the arbitration proceedings shall be Mumbai and the arbitral award shall be in writing and in English language. The award may include an award of costs, including reasonable attorneys’ fees and disbursements. Each Party shall pay its owncosts and expenses incurred in connection with arbitration proceedings. 

6.13. The Buyer understands and agrees that the Seller will have an immediate right to initiate proceedings under the provisions of Section138 of the Negotiable Instruments Act, 1938, in event of the Seller notreceiving the entire consideration including any interest accrued thereon forany reason whatsoever. Any differences or disputes pertaining to such an eventshall not fall under the purview of Clause 6.12 and the Seller shallhave an immediate right to initiate proceedings against the Buyer as per theprovisions of Section 138 of the Negotiable Instruments Act, 1938.

 6.14. The headings to the Clauses and paragraphs of the GCS are for guidance only and shall not affect any interpretation thereof.