Conditions Générales
TRANSION EXPORT, a company registered under the laws of Tamil Nadu, INDIA is herein referred to as the “TRANSION EXPORT”.
Any company or individual or group of individuals to whom TRANSION EXPORT offers a quote or pro-forma or invoice or estimate or any other commercial document or intents to do so for supply of “Goods” and/or “Services” is hereinafter referred to the “Buyer”. The term “Buyer” includes all individuals, group of individuals, representatives, affiliates, subsidiaries, employees, agents, partners, contractors and everyone else with an interest in the transaction with TRANSION EXPORT.
The Below “GENERAL TERMS & CONDITIONS” applies to all the Supplies, Quotations, Pro Forma invoices, Invoices, Packing List, Shipping Bills, Estimates and other commercial documents that are exchanged between the Buyer and TRANSION EXPORT. The Buyer and TRANSION EXPORT agree to all the terms and conditions as set forth below of this GENERAL TERMS & CONDITIONS. All the Supplies, Quotations, Pro Forma invoices, Invoices, Estimates and other commercial documents that are exchanged between the Buyer and TRANSION EXPORT are by default governed by this GENERAL TERMS & CONDITIONS.
CONTROLLING TERMS
Buyer expressly agrees that TRANSION EXPORT’s Invoice and these General Terms and Conditions of Sale represent the complete agreement of the parties with respect to the sale of the product(s) listed on the Invoice and no different or additional terms or conditions in Buyer’s purchase order or in any other prior or subsequent communications in any way adding to, modifying or otherwise changing these Terms and Conditions of Sale shall be binding upon TRANSION EXPORT.
ACCEPTANCE OF ORDERS
TRANSION EXPORT may accept buyer’s offer to purchase and shall be bound to supply the applicable Goods in accordance with these General Terms and Conditions either by execution of the acknowledgment copy of the order, or acceptable electronic transmission, delivery of the Goods or by any other statement, act or course of conduct which constitutes acceptance under applicable law.
PRICES
Buyer is responsible for any tax or government charges or bank charges imposed upon the sale or transfer of the Product. Buyer shall not have any right to set off any amounts due here-under against any amounts which may become payable to TRANSION EXPORT under any other agreement.
BANK CHARGES & OTHER PAYMENT CHARGES
Buyer is responsible for any and all the payment charges or money transfer charges or bank charges imposed upon the payment towards full or partial or advance payment for the products or services . TRANSION EXPORT shall charge back to the customer for any of the payment charges which were charged to the account of TRANSION EXPORT towards full or partial or advance payment for the products or services and the buyer shall duly pay TRANSION EXPORT the respective payment charges either along with the agreed payment method/term or separately with immediate effect at 'net immediate' basis.
CERTIFICATIONS & THIRD PARTY INSPECTIONS
Buyers at the time of order confirmation, shall intimate TRANSION EXPORT in writing , the nature and kind of certificates and/or Third party inspections required for the product, including those mandated by the respective port of import, country regulations and others. TRANSION EXPORT shall offer fair and genuine certificates working with either buyer nominated third party agents/agencies or TRANSION EXPORT's preferred third party agents/agencies. All third party certification charges are to be paid by the Buyer. TRANSION EXPORT shall not be liable for quality or accuracy or acceptability of such third party certifications and the respective agents/agencies. TRANSION EXPORT shall not take responsibility or liability for any delays caused by the certifying agencies/agents. In case buyer has not mentioned any recommendations for the certifying and/or inspection agents/agencies at the time of order confirmation, TRANSION EXPORT shall choose its preferred third party agents/agencies.
QUOTE VALIDITY AND RIGHT TO MODIFY
Unless specified in the quotation otherwise, all quotes of TRANSION EXPORT are valid for 7 days including the date of quotation.
TRANSION EXPORT reserves the right to alter any and all portions of the quotation after issuance of the quote.
DELIVERY
Unless otherwise agreed in writing signed by the authorized signatory of TRANSION EXPORT, all delivery dates are estimates. TRANSION EXPORT shall use its reasonable efforts to deliver all products within the time specified; however, in no case shall TRANSION EXPORT be liable for any expense, loss or damage whatsoever suffered by Buyer as a result of the TRANSION EXPORT’s failure to deliver Product by the specified date.
TRANSION EXPORT shall not take any liability for the delays caused by Buyer or Buyer's party at the port of discharge of goods. The goods once reaches the port of discharge is considered received by the buyer or buyers parties despite delays in taking possession of the goods by the Buyer or Buyer's agents. Any payment that is due after receipt of goods at the port of discharge, shall be payable from the date the goods reaching the port of discharge . Any deviation from this clause shall be applicable only upon written confirmation of an authorized representative of TRANSION EXPORT.
TRANSPORTATION AND RISK OF LOSS
As & where applicable, the method and route of shipment are at TRANSION EXPORT’s discretion unless Buyer timely supplies explicit instructions otherwise. Title to the Product passes to Buyer when Product is delivered to the selected carrier, even if TRANSION EXPORT made a nonconforming tender. Buyer attempts to revoke acceptance of the Product, or Buyer repudiates this document after the Products have been identified hereto.
Circumstances beyond TRANSION EXPORT’s CONTROL
TRANSION EXPORT is not liable for any liability to any loss or damage arising out of circumstances beyond TRANSION EXPORT’s control. These include but not limiting to electrical or magnetic damage to, or erasure of, electronic or photographic images, data or recordings; any defect or characteristic related to the nature of shipment, any act of omission by a person not employed or contracted by TRANSION EXPORT – e.g., Shipper, Receiver, third party, customs or other government official; “Force Majeure” – e.g., earthquake, cyclone, storm, flood, epidemic, political turmoil, fog, war, plane crash, embargo, riot, civil commotion or industrial action.
TRANSION EXPORT is not liable for any compliance or ethics issues of suppliers of TRANSION EXPORT beyond the scope of working of TRANSION EXPORT's business with the supplier, though TRANSION EXPORT shall , in best of its efforts, seek all its direct suppliers to be compliant of all legal, ethical and moral regulations. TRANSION EXPORT is not liable for any compliance or ethics issues of direct or indirect customers and buyers of TRANSION EXPORT.
CANCELLATION OR MODIFICATION
Any order placed with and accepted by TRANSION EXPORT may be cancelled by Buyer only upon TRANSION EXPORT’s approval in writing signed by an authorized representative of TRANSION EXPORT and upon terms that indemnify TRANSION EXPORT against any loss. TRANSION EXPORT may cancel all or any part of this order and discontinue its performance here-under without liability to Buyer in the event Buyer materially breaches this contract, becomes insolvent, is the subject to bankruptcy protection, or is the subject of a receivership, liquidation, dissolution or similar proceeding.
TAXES
Buyer is responsible for any tax or governmental charge imposed upon the sale or transfer of any product. Any such tax or governmental charge will be added to the total invoice amount. All prices are EXW ('Ex-Works' / 'EXW' - as per Incoterm 2010) TRANSION EXPORT’s facilities unless particularly specified.
PAYMENT
Amounts not paid within the stipulated time indicated in the binding Quotation or pro forma invoice or invoice or estimate are overdue and shall accrue interest at a rate of twenty four percent (24%) per month or the highest allowed by law, whichever is less. Buyer shall reimburse TRANSION EXPORT for any costs incurred in collecting past due sums or any other amounts owed by Buyer for any reason whatsoever, including, but not limited to, court costs and attorneys’ fees.
GOVERNING LAW AND ARBITRATION
This document shall be interpreted and governed exclusively by the laws & courts of the Coimbatore District, Tamil Nadu, INDIA.
Any dispute or difference either in interpretation or otherwise, of any terms of this General Terns & Conditions between the parties hereto, the same shall be referred to an independent arbitrator who will be appointed by TRANSION EXPORT and his/her/their decision shall be final and binding on the parties hereto. The above arbitration shall be in accordance with the Arbitration and Conciliation Act, 1996 as amended from time to time. The arbitration shall be held in Coimbatore. The Court of judicature at Coimbatore alone shall have the jurisdiction and the Laws of India shall exclusively apply.
WARRANTY AND DISCLAIMER
TRANSION EXPORT warrants that the purchased Product is free from defects in materials and workmanship at the time of delivery. If an analysis is stated on the face of the Invoice, it is not intended to be a complete analysis and is not to be regarded as a specification or warranty, unless specifically stated in writing to be such.
ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
PROHIBITED USES
In addition to other prohibitions as set forth in the General Terms & Conditions, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
LIMITATION OF LIABILITY
Buyer acknowledges and agrees that TRANSION EXPORT’s liability for any claims with respect to the Goods shall not exceed the amount paid by buyer for the products under the invoice. Such limitations on TRANSION EXPORT’s liability here-under shall apply even if TRANSION EXPORT’s liability is due in whole or in part to its own negligence. Any action by or on behalf of Buyer or its successors or assigns for breach of this document must be commenced within three (3) months after the cause of action as accrued.
RETURN OF MATERIAL
As & where applies, upon delivery of Goods by the TRANSION EXPORT to an agreed place, Buyer shall have two (2) days to inspect the Goods and notify TRANSION EXPORT, in writing, of any defective goods or other cause for rejection. Buyer agrees that two (2) day period provides Buyer a reasonable opportunity to inspect the Goods. Such notification shall identify each and every reason for any rejection of goods. Buyer’s failure to reject the Goods within such two (2) day period shall constitute a waiver of Buyer’s inspection right and provides an unqualified and irrevocable acceptance of the Goods by Buyer.
INDEMNITY
Buyer shall defend, indemnify and hold harmless TRANSION EXPORT and its affiliated or related companies and it’s owners and employees from and against any and all claims, losses, liability, damages and expenses including, but not limited to, attorneys’ fees and cost of defense arising from, related to or in any way connected with or alleged to arise from or out of any asserted deficiencies or defects in Product caused by any alteration or modification thereof by Buyer with or without TRANSION EXPORT’s consent, or improper handling or storage by Buyer, the breach of any term or condition stated herein, Buyer’s failure to label Product or Buyer’s improper labeling of Product regardless of whether the labeling was done with or without the advice of TRANSION EXPORT, or any act or omission of Buyer including any Claims for or resulting from any injury to person (including death) or damage to property or for economic loss, several or comparative negligence, breach of agreement, breach of warranty or other breach of duty of or by Indemnitee or as a result of Indemnitee’s strict or other product liability. The foregoing indemnification shall not be construed to eliminate or in any way reduce any other indemnification or right which Indemnitee has by law.
SEVER ABILITY
The invalidity or un-enforceability of any provision shall not affect any other part of these General Terms & Conditions
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