TERMS AND CONDITIONS OF SALE
Dated as of February 14, 2012
Prices quoted are applicable to the sale of services and new replacement spare parts manufactured and/or supplied directly by Indo German Industries. (“Seller”) in accordance with its Specifications for use on diesel engine used in locomotive, power sector, marine and etc. Each purchase order placed by Customer will operate as an acceptance of these terms and conditions of sale. All terms and conditions of Customer’s purchase order (other than product description, quantity, and delivery information) are rejected, and will not be binding on Seller, or applicable to the sale or shipment of the parts or services referred to in the purchase.
Seller will invoice orders based on the quoted price in effect at the time of order acceptance. Seller reserves the right to change a quoted price at any time and without prior notice. Customer will be notified of any increase in a quoted price prior to order acceptance.
PAYMENT OF PURCHASE PRICE
Seller will not deliver parts until Customer specifies in writing a method of payment acceptable to Seller. Customer will also reimburse Seller for any expenses incurred by Seller for collection or other charges within ten days of Seller’s demand for such reimbursement. A late charge of 1 ½ % monthly (18% annual rate) or the maximum allowed by state law, if less, may be imposed by Seller on all past due accounts.
LIMITATION OF LIABILITY
IN NO EVENT WILL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE OF THE PARTS OR OTHER EQUIPMENT, DOWNTIME COSTS, OR ANY CLAIM OF BUYER’S CUSTOMERS, WHETHER BASED ON CONTRACT, TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE), OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Any delay or failure of Seller to perform its obligations hereunder will be excused to the extent that it is caused by an event or occurrence beyond its reasonable control, such as, by way of example and not by way of limitation, acts of God, actions by any governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, labor problems (including lockouts, strikes, and slowdowns) at Seller’s facility or its plants or its suppliers, inability to obtain power, material, equipment, or transportation, or court injunction or order.
Seller must receive notice of claim for overages, shortages, or damaged or incorrect parts within 30 days from date of shipment from Seller’s warehouse. Notice of claim for warranty material must be made in accordance with the conditions set forth in the PARTS WARRANTY section.
These terms and conditions of sale supersede all previous agreements, oral or written, between Customer and Seller with respect to the subject matter hereof. Customer understands and agrees that Seller may modify these terms and conditions of sale from time to time, and Customer agrees that the version of these terms and conditions of sale in effect as of the date of a purchase order acceptance by Seller will be the terms and conditions of sale that apply to such purchase.
In the event the agreement formed by acceptance of an order is terminated for any reason other than breach by Seller, Customer will pay to Seller the following:
The price in effect at time of shipment for any such parts that Seller has shipped or the price in effect at time of termination for such parts ready for shipment pursuant to a firm order.
The actual costs of work-in-process and raw materials incurred by Seller, its subcontractors or suppliers.
The costs associated with development and engineering of the new replacement spare part, including, but not limited to, tooling, foreign exchange, and interest, to the extent such costs are properly allocable or apportionable under generally accepted accounting principles.
The cost associated with the restocking of material not previously shipped, not to exceed 5% of the sell price.
The price for all services that have completed in accordance with the order and not previously paid for.
Within 120 days from the effective date of any such termination, Seller will submit a comprehensive cancellation claim to Customer, with sufficient supporting data to permit Customer’s audit, and will thereafter promptly furnish such supplemental information as mutually agreed upon. Customer will have the right to audit and examine documentation relating to such termination claim of Seller.
Indo German Ind.
P.O. Box 219
Panchnath commercial center
TELEFAX: (281) 247-5902
These terms and conditions of sale will be governed by and construed according to the law of the
State of Gujarat, India/ International sales of good it will be governed by WTO.
Domestic Terms and Conditions of Sale