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TERMS & CONDITIONS OF SALE
STANDARD TERMS AND CONDITIONS OF SALE — INDIA Esser-Werke Conforms India Private Limited, a CFI company 2nd Floor, Wing 1 (Northern Portion), Block C, Cyber Gateway Building, HITEC City, Madhapur, Rangareddy, Hyderabad, Telangana 500081, India · Works: SIPCOT Industrial Park, Cheyyar, Tiruvannamalai District, Tamil Nadu 631701 PAN AAHCE8424C · GSTIN 36AAHCE8424C1ZS · CIN U23955TS2023FTC178414 · MSME / Udyam Registration No. [UDYAM-TS-02-0238883] REV 4.6: 30-09-2026
10. REMEDIES AND LIMITATION OF LIABILITY A warranty claim must be notified in writing within 30 days of discovery and within the warranty period, and Seller must be given a reasonable opportunity to inspect before any corrective work; notification within that period is a condition precedent to the claim. Seller’s sole obligation and Buyer’s sole remedy is repair or replacement ex works, or credit of the invoiced price, at Seller’s option. Seller is not responsible for removal, reinstallation, field labor, travel, lifting equipment, rework of Buyer’s product, or recall costs. Seller’s total liability for any order shall not exceed the price paid for the Goods giving rise to the claim. Seller is not liable for indirect or consequential loss, including loss of profit, production or use, concrete loss, pump or crew downtime, site delay, liquidated damages payable by Buyer to others, or claims by Buyer’s customers. Nothing excludes liability that cannot be excluded by law. 11. INDEMNITY, ONWARD SALE AND INSURANCE Buyer shall indemnify Seller against all claims, losses, damages, fines and costs, including legal costs, made by Buyer’s customers, operators or any third party and arising from: misapplication of the Goods or their selection for a duty or pressure beyond their rating; combination of the Goods with components of other manufacturers; failure to pass on Seller’s ratings, wear limits, inspection requirements and instructions; continued use at or beyond the published minimum wall thickness; welding, heating, machining, re-rating or reworking of the Goods; or rework, modification or misdescription of the Goods by Buyer. Buyer shall maintain product liability and commercial general liability insurance with a reputable insurer for a sum adequate to its exposure, and shall furnish a certificate of insurance on request. Buyer shall notify Seller promptly of any incident, injury, field failure, regulatory enquiry or recall involving the Goods, shall preserve the affected parts for examination, and shall not admit liability on Seller’s behalf or settle any claim implicating Seller without Seller’s written consent. 12. CANCELLATION AND RETURNS Orders may not be cancelled, deferred or varied without Seller’s written consent. Custom and made-to-order Goods are non-cancellable and non-returnable. Approved returns of standard Goods must be unused, in original packaging, freight and duty prepaid within 30 days of authorization, and are subject to a 15% restocking charge. Seller gives no commitment on forecasts, buffer or consignment stock. 13. FORCE MAJEURE Neither party is liable for delay or failure to perform, other than payment, caused by events beyond its reasonable control, including port congestion, vessel delay, shipping-space shortage, labour disruption, government action, tariffs, import or export restrictions and sub-supplier failure. If the event continues beyond 90 days, either party may cancel the affected order without liability. 14. INTELLECTUAL PROPERTY, TOOLING AND MARKING Drawings, specifications, tooling, patterns, dies, fixtures, samples and technical data supplied or developed by Seller remain Seller’s property and are confidential, and remain Seller’s property even where Buyer has contributed to or paid a tooling, pattern or development charge, unless transfer is expressly agreed in writing. Buyer shall not copy or reverse engineer the Goods or have a third party make them. Buyer shall not remove or obscure Seller’s part, batch or serial marking or trademarks, shall not private-label or present the Goods as its own manufacture, shall not supply or represent non-genuine or counterfeit parts as Seller’s, and shall not use the Con Each party shall keep confidential the other’s non-public commercial, technical and pricing information, use it only for the purposes of the supply, disclose it only to personnel and advisers who need it, and protect it with no less care than its own, for three years after the last supply. This does not apply to information that is public, independently developed, or required to be disclosed by law or a regulator. Each party processes the business contact details of the other’s personnel as an independent data fiduciary, for the purpose of performing and administering the supply, in accordance with the Digital Personal Data Protection Act, 2023 and the rules made Forms or Esser marks without Seller’s written consent. 15. CONFIDENTIALITY AND DATA PROTECTION under it, and shall not use those details for any unrelated purpose. 16. EXPORT, CUSTOMS, EXCHANGE AND COMPLIANCE Seller’s RITC or HS code is provided for Indian export purposes only. Buyer is responsible for classification, valuation, duties and clearance in the country of import and indemnifies Seller against penalties arising from its declarations. All export incentives, including duty drawback and RoDTEP, belong to Seller. For export supplies Buyer shall pay in the invoiced currency by the due date so that Seller can meet its realisation obligations under the Foreign Exchange Management Act, 1999, and all bank, correspondent bank and remittance charges outside India are for Buyer’s account. Each party shall comply with applicable law, including the Prevention of Corruption Act, 1988, the US Foreign Corrupt Practices Act, SCOMET and Indian export controls, and applicable sanctions. Buyer shall observe Seller’s supplier code of conduct and the human rights and environmental due diligence standards applying to Seller’s group in Germany, and shall respond to reasonable information requests made for that purpose. Buyer shall not re- Where Seller’s personnel attend Buyer’s premises or a site for inspection, training, failure analysis or commissioning support, Buyer shall provide safe access, a safe place of work, information on site hazards and any permits required, and Seller’s personnel shall observe Buyer’s safety rules. Those personnel remain Seller’s employees or contractors, and no relationship of employment, agency, contract labour or joint employment arises with Buyer. Buyer indemnifies Seller against claims arising from site conditions, except to the extent caused by Seller’s negligence. Attendance is chargeable at Seller’s rates unless agreed in writing as a warranty inspection. 18. INSOLVENCY AND CREDIT EVENTS export or divert the Goods in breach of those laws. 17. SITE ACCESS, PERSONNEL AND SAFETY If Buyer suspends payment, dishonours a cheque or mandate, exceeds its credit limit, has a winding-up petition presented, has an application filed or admitted against it under the Insolvency and Bankruptcy Code, 2016, enters into a scheme or arrangement with creditors, or suffers the appointment of a receiver, resolution professional or liquidator, Seller may without liability suspend performance, stop Goods in transit, withhold or recall undelivered Goods, require payment in advance or security for all orders, and treat all amounts as immediately due. Seller may set off any amount owed to Buyer against amounts due from Buyer on any account. 19. NOTICES Notices shall be in writing, sent to the addresses in Seller’s order acknowledgment or invoice and to the email addresses the parties nominate for the purpose; Seller’s address for notices is its registered office, marked for the attention of the Head of Business Operations, India. Notice by email is deemed served on the next business day after transmission unless a delivery failure message is received; notice by courier, on proof of delivery. A notice of claim under Clause 7 or Clause 10 shall be given to Seller in writing, and is not validly given by an entry in a Buyer portal, Indian law governs and the UN Convention on Contracts for the International Sale of Goods does not apply. Disputes shall first be discussed by senior representatives for 30 days, then finally settled by arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996, with Chennai, Tamil Nadu, as the seat and venue, in English. The courts at Chennai have exclusive jurisdiction for interim relief and enforcement; Seller may sue in any competent court to recover amounts due. Nothing in this Clause affects Seller’s right to refer a delayed-payment claim to the Micro and Small Enterprises Facilitation Council under Section 18 of the MSMED Act, 2006. The notification periods in these Terms are conditions precedent to the existence of a claim and do not restrict the time within which either party may enforce a right that has accrued. These Terms, with Seller’s quotation, acknowledgement and invoice, are the entire agreement and may be varied only in writing signed by both parties. Neither party may assign without consent, except Seller to a group company or successor; Seller may subcontract manufacture. If a provision is invalid the remainder stands; failure to enforce is not a waiver. Clauses 3, 5, 6, 8, 10, 11, 14, 15, 16, 19 and 20 survive. a debit note, or a verbal or site communication alone. 20. GOVERNING LAW, DISPUTES AND GENERAL
1. APPLICATION AND ACCEPTANCE These Terms apply to every quotation, order, delivery and invoice of Esser-Werke Conforms India Private Limited ("Seller") to the buyer named in them ("Buyer"), in India and for export. A quotation is not a contract; a contract forms on Seller’s written order acknowledgment or on delivery, whichever is earlier. Any different or conflicting term in Buyer’s purchase order, portal, vendor form, supplier manual, supplier code, framework agreement or general conditions is rejected, and binds Seller only if set out in a document countersigned by Seller’s authorised signatory. Acceptance recorded by any Seller personnel on a Buyer portal or online vendor form, including click-through acceptance required in order to register, submit an invoice or receive payment, is administrative and does not vary these Terms. Catalog weights, dimensions, capacities and performance data are indicative, not specifications. 2. PRICES AND TAXES Prices exclude GST and all other taxes, duties, cess and levies, which are for Buyer’s account at the rate in force on the date of supply. The parties shall exchange and keep current their GSTIN details, and Seller shall issue compliant tax invoices, e-invoices and e-way bills. Quotations are valid 30 days. Seller may revise prices on 30 days’ notice where the landed cost of wear-grade steel or pipe moves by more than 5%, and may pass on any change in the rate or incidence of any tax, duty, cess or levy taking effect after the date of the quotation. Where Goods are supplied at a concessional rate of tax based on Buyer’s export status, Buyer shall export within the prescribed period, furnish proof of export within 15 days, and reimburse Seller any differential tax, interest and penalty if it does not. Buyer shall reimburse Seller any input tax credit denied, reversed or delayed, together with interest and penalty, by reason of Buyer’s act, omission or non-compliance. 3. PAYMENT, WITHHOLDING AND MSME STATUS Domestic supplies are invoiced in Indian Rupees; exports in US Dollars or the currency stated in the quotation. Payment is due 30 days from the date of invoice, or on the documentary collection or letter of credit terms Seller specifies, without deduction, set-off or retention. Buyer shall not deduct by debit note, penalty or quality charge; such claims are raised under Clause 10 and do not affect the due date. Invoices are payable gross of any tax withheld at source, including tax deducted under section 194Q; Buyer shall furnish the withholding certificate within the statutory period, and withholding without that certificate is a payment default. Orders are subject to continuing credit approval; Seller may suspend delivery, shorten terms or require advance payment or a letter of credit. Seller is not obliged to provide any bank or performance guarantee unless agreed in writing and priced. Seller is an enterprise registered under the Micro, Small and Medium Enterprises Development Act, 2006 (Udyam Registration No. UDYAM-TS-02-0238883), and that number is stated on each invoice. Buyer shall record Seller as an MSME vendor and disclose amounts outstanding to Seller in its MSME Form I return and statutory accounts. Where Seller is a micro or small enterprise, the credit period shall not in any event exceed 45 days from the day of acceptance or deemed acceptance of the Goods, as required by Section 15 of that Act; on delay Seller is entitled to compound interest, with monthly rests, at three times the bank rate notified by the Reserve Bank of India under Section 16, and may refer the claim to the Micro and Small Enterprises Facilitation Council under Section 18. That statutory entitlement prevails, and the contractual rate of 1.5% per month applies only where it does not. Buyer’s attention is drawn to section 37(2)(g) of the Income-tax Act, 2025, which carries forward section 43B(h) of the Income- tax Act, 1961: a sum payable to a micro or small enterprise that remains unpaid beyond the period allowed by Section 15 is not deductible in the year of accrual. 4. PACKING, FREIGHT, LOADING AND INSURANCE Standard domestic or export packing suitable for the agreed mode of carriage is included in the price; special packing, preservation, marking, palletisation, crating or fumigation is chargeable. Loading at Seller’s works is for Buyer’s account and at Buyer’s risk. Where Buyer nominates the carrier, freight forwarder or transporter, that party acts as Buyer’s agent and Seller is not responsible for its acts, omissions, delay, or loss or damage in transit. Buyer shall insure the Goods from the point at which risk passes for their full invoice value. Transit insurance or freight arranged by Seller at Buyer’s request is arranged as Buyer’s agent and at Buyer’s cost. Demurrage, detention, re-handling, wharfage and storage charges arising from Buyer’s carrier, documents or instructions are for Buyer’s account. 5. DELIVERY, RISK AND TITLE Unless agreed otherwise, domestic supplies are Ex Works Cheyyar, Tiruvannamalai District, Tamil Nadu 631701 and exports are FOB Chennai (INMAA1), in each case Incoterms® 2020. Risk passes under the applicable Incoterm. Delivery dates are estimates and depend on Buyer’s timely approvals, documents and payments. Seller is not liable for delay, and no liquidated damages, penalty or back-charge applies. Partial shipments are permitted. If Buyer does not take delivery within 15 days of notice that the Goods are ready, Seller may invoice and store them at Buyer’s risk and cost. Title passes only on payment in full of all amounts due to Seller on any account. Until then Buyer holds the Goods as bailee, shall keep them identifiable as Seller’s property, store them separately where reasonably practicable, keep them insured, and shall not pledge, charge, hypothecate or create any security interest over them. On any payment default or credit event under Clause 18, Seller or its authorised representatives may enter any premises where the Goods are held and repossess them, and Buyer grants an irrevocable licence for that purpose. Where Buyer resells the Goods before payment it does so in its own name, and holds the Quantities are subject to a variation of ±10%, and the quantity actually delivered is the quantity invoiced. Seller’s mill or foundry test certificate, heat or batch record and dimensional report are conclusive evidence of conformity as to material, chemistry and hardness. Variation within tolerance, and colour, surface finish, minor casting, rolling or weld marks and the appearance of protective coating, are not non-conformities. 7. INSPECTION AND CLAIMS Buyer shall inspect on receipt and notify shortage, visible damage or non-conformity in writing within 10 days of delivery, stating part number, heat or batch reference and quantity, with photographs. Notification within that period is a condition precedent to the claim, and Goods not rejected within that period are accepted. Incorporation of the Goods into Buyer’s product is acceptance as to any condition apparent on reasonable inspection. Transit claims lie against the carrier and insurer. Rejected Goods shall be held separately, unused and in original packaging pending Seller’s inspection, and shall not be returned without Seller’s written authorisation. 8. WARRANTY Seller warrants the Goods free from defects in material and workmanship for 12 months from the date of invoice. A period measured from commissioning applies only if agreed in writing and never extends beyond 18 months from the date of invoice. The Goods are wear parts: normal wear is not a defect, and every claim shall be supported by justifiable information and documentary evidence showing that the failure arises from a defect in material or workmanship and not from wear and tear in service. That evidence shall include the measured wall thickness at the point of failure against Seller’s published minimum, hours in service or volume pumped, part and heat or batch number, the invoice reference, and photographs; and Seller may require the part to be returned for examination. Where the evidence shows normal or accelerated wear, no claim lies. This is the only warranty given; all conditions and warranties implied by the Sale of Goods Act, 1930, including merchantable quality and fitness for a particular purpose, are excluded to the extent permitted by law. Service life depends on concrete mix, aggregate, line pressure, throughput, layout and operating practice, none of which are within Seller’s control. Wear life, service hours or volume pumped are not warranted unless stated in a document signed by Seller. The warranty is void where the Goods are misapplied, modified, repaired by others, improperly stored, installed or maintained, operated beyond rated pressure, or used with components not approved by Seller. 9. PRESSURE SYSTEM AND SAFE USE The Goods are components of a high-pressure concrete conveying system. Buyer is responsible for selecting Goods rated for its maximum working pressure; correct assembly, support, restraint and shielding; periodic wall-thickness inspection and removal from service at or before the published minimum; confirming compatibility where Goods are mixed with other manufacturers’ components; and never welding, heating, machining, re-rating or otherwise reworking the Goods without Seller’s written authorization. Seller’s published ratings, wear limits and instructions form part of the contract and shall be passed to Buyer’s customers and end users. proceeds for Seller to the extent of the amount outstanding. 6. TOLERANCES, QUANTITY AND TEST CERTIFICATES
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