Please read this agreement carefully before accessing or using this website. By accessing or using the website, you agree to be bound by this agreement.
1. TERMS & AGREEMENT.
1.2 Exclusion of Conflicting Terms. All Products sold by the MEPL shall be sold on the terms and conditions herein and the terms of any Purchase Order which seek to vary or amend or is in conflict with these General Terms are hereby expressly objected to. All Order Confirmations issued by the MEPL incorporate these General Terms and delivery of Products is made by the MEPL pursuant to these General Terms.
1.3 No Exclusivity. The Purchaser does not have any exclusive rights of purchase of the Product from the MEPL.
2. PURCHASE & DELIVERY.
2.1 Purchase. All Purchase Orders or enquiry shall be placed either through an email or form submission on website or any other medium specified from time to time by the MEPL. All Purchase shall be made in writing in a form reasonably satisfactory to the MEPL (which shall be subject to these General Terms), sent by email, courier, facsimile or form. Each Purchase Order shall state the quantity and type of the Products to be purchased, delivery date(s) (in accordance with the forecast, if applicable and unless otherwise agreed in writing by the MEPL), destination. No term or condition or other instrument shall alter, amend, modify, or supplement the parties’ obligations hereunder unless specifically agreed in writing by the MEPL.
2.2 Acceptance. All orders received are subject to acceptance in writing by the MEPL. Each Purchase is deemed to be an offer to purchase and when accepted whether in whole or in part shall form a contract under these General Terms. All acceptances by the MEPL of Orders will be in the form of a written “order confirmation” containing the accepted quantities of the Products, Price, delivery charges if any, and the estimated “date of delivery”.
2.3 Sale. The MEPL shall use commercially reasonable efforts to fill any accepted Orders.
2.4 Delivery. Unless otherwise expressly agreed to by the MEPL in writing, all Products will be delivered within 45 business days, and delivery shall be constituted by a “Delivery Note” issued by the MEPL to the Purchaser informing the Purchaser that the Products are ready and available for shipment or transportation at the MEPL’s premises. If the Purchaser fails to accept the Products or fails to take delivery of the Products within 7 days of the date of the Delivery Notice, Purchaser will be liable for storage and handling charges at a rate as may from time to time be charges by the MEPL. The MEPL may also arrange for storage with third parties and the Purchaser will be liable for storage charges charged by the third party.
2.5 Transport. At the request of a Purchaser, the MEPL may in its sole discretion agree to make transport and insurance arrangements and the cost shall be borne by the Purchaser and if requested earlier by the MEPL, shall be paid in advance; otherwise, the cost of such transport and insurance arrangements shall be paid by the Purchaser at the time of payment of the Purchase Price of the Products. Unless otherwise agreed in writing, the MEPL reserves the right to select the route and mode of transportation and the MEPL shall not be bound to select any route whether the same be regarded as the cheapest or quickest of all given possibilities.
2.6 Delivery Date. The MEPL will make all reasonable efforts to confirm to delivery by the Target Date as specified in the Order Confirmation. If no Target Date is specified in the Order Confirmation, then the Products shall be delivered by such date as may be notified subsequently by the MEPL. In no event will the MEPL be responsible for any delays resulting from events of Force Majeure. All claims for consequential, special or indirect damages which may be suffered by the Purchaser are hereby excluded. Where the Purchaser is unable or unwilling to accept delivery, or where the Purchaser has failed to make any advance payments or provide a letter of credit required in respect of Products ordered, the MEPL shall be entitled to, at the discretion of the MEPL terminate the sale of the Products to the Purchaser, seek an alternative purchaser for the Products and recover from the Purchaser any costs, including storage and transport, as well as any loss resulting from the sale.
3. PRODUCT INSPECTION.
The Purchaser shall be allowed a period of 7 business days from the date of delivery to notify the MEPL in writing of any damage or defects to the Products which are discernable by a visual inspection of the Products. Where a notice is issued by the Purchaser and the MEPL agrees with the assessment made in such notice, the MEPL shall in its discretion replace the defective Product or refund or credit the Price pursuant, provided that this shall not apply to any defect in the Products which has been subjected to misuse, mishandling, storage in a manner inconsistent with Product labeling, neglect, modification, or unusual physical or damage after delivery. In the event no notice is issued by the Purchaser within the Inspection Period, the Products shall be deemed to be in all respects in accordance herewith save for any latent defects.
4. COMMERCIAL & OTHER TERMS.
4.1 Prices. The MEPL shall sell the Products to the Purchaser at the Prices set forth against the Product. The Products are sold at the quotations given by the MEPL. It is to be noted that where the MEPL has expressly agreed to a fixed term of supply, Prices are variable and may be varied at any time by the MEPL.
4.2 Payment Terms. The Purchaser shall pay the MEPL the full Price of each Purchase Order net of any withholding and other taxes. Unless otherwise agreed to by the MEPL in writing at the time of acceptance of the Purchase Order, all payments for the Products purchased by the Purchaser shall be paid in advance in full. Any amounts owed to the MEPL in connection with the Product, including without limitation, any costs the MEPL incurs on Purchaser’s behalf for shipping, freight, insurance, and duties and all other amounts due to the MEPL shall be paid in full by the Purchaser in the same manner as the Price.
4.3 Applicability. Such variation described above will also however apply to Purchase Orders which have been confirmed provided that in the event of a price increase, the Purchaser shall be entitled to cancel within 7 business days of notification of increase any confirmed Purchase Orders which are so affected by the price increase.
4.4 Risk of Loss. Risk in the Products shall pass upon delivery.
4.5 Passing of Property. Notwithstanding the passing of risk, property in the Products will pass only upon receipt of full payment of the Price by the MEPL.
4.6 Refund Policy and Order Cancellation. Refund of the advance payment will be only possible before the supply of the equipment. Once the product is dispatched for the delivery then there will be no refund. Customer cannot cancel the order once the product is dispatched from the location of MEPL.
5. WARRANTY & DISCLAIMER.
5.1 Warranty. The MEPL warrants that the Product delivered to the Purchaser hereunder (i) shall be consistent with the description and specifications for such of the Products that the MEPL may supply to the Purchaser from time to time, as in effect at the time of shipment, and (ii) shall be of satisfactory quality for the Products’ stated shelf life (the “Warranty Period”).
5.2 Limitation of Warranties. The foregoing warranty in Section 6(a) is in lieu of all other warranties or obligations, express or implied and the MEPL hereby disclaims all implied warranties including without limitation the warranties of merchantability and fitness for a particular purpose and non-infringement of any intellectual property rights of any third party.
5.3 Limitation of Remedies and Liability. The Purchaser’s sole and exclusive remedy for any defective Products including any claim by third parties made against the Purchaser shall be a refund or a credit or a replacement. In no event shall the MEPL be liable for the cost of any substitute goods or for any loss of profits or for any other special or consequential, direct or indirect, damages, howsoever caused, even if the MEPL has been advised as to the possibility of such damages. To the full extent permitted by law, the Purchaser waives, for itself and for any of its own customers or end users of the Products, all rights and remedies against the MEPL, whether in contract or in tort or otherwise, not provided for in these General Terms.
6. GENERAL PROVISION
6.1 Non-assignment. The Purchaser may not assign, transfer, or sell its rights hereunder, or delegate its duties hereunder, to any person including any Associates of the Purchaser, without the prior written consent of the MEPL, which may be granted or withheld in sole discretion of the MEPL. Any purported assignment without the MEPL’s consent shall be void and shall constitute a material breach of these General Terms.
6.2 Entire Agreement; Modification. These General Terms and, any other agreement related to product sale, contain the entire and final agreement between the parties. No modification of any of its provisions, or any future representation, promise, or addition, shall be binding upon the parties unless made in writing and signed by both parties.
6.3 Waiver. A waiver of any obligation the Purchaser has under these General Terms shall be effective only if in writing signed by the MEPL. Any waiver shall not affect the MEPL’s right to require strict compliance with these General Terms in the future.
6.4 Indemnification. The Purchaser shall defend, indemnify and hold harmless the MEPL, its affiliates and each of their respective shareholders, officers, directors, agents, and employees from any claims, demands, loss, damage, liability, or expense, including attorney fees and costs (however incurred, including at trial, on appeal, and on any petition for review), arising out of the acts or omissions of Purchaser or its affiliates, agents, sub-distributors or employees or agents or any breach by the Purchaser of any provisions or representations contained herein.
6.5 Notices. Every notice by one party to the other party shall be in writing and shall be delivered to the addresses set out herein or such other addresses as may be subsequently notified in writing by the other party. Any notice shall be delivered by mail, postage prepaid return receipt requested, post office certified mail, or by courier service. The date of delivery shall be the date on which such notice is actually received by the party to which it was addressed; provided that in case a party fails to notify the change of address or refuses to accept the delivery or is unable to accept the delivery for other causes, any such notice shall be deemed to have been received by the party to which it was addressed on the next date when the mail or courier delivery was deposited.
6.6 Governing Law. These General Terms shall be governed and authorized by the laws and regulations of the country.
6.7 Counterparts. These General Terms may be executed in counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. A facsimile transmission of a signed original shall have the same effect as delivery of the signed original.
6.8 Currency. All amounts payable under these General Terms shall be paid in Indian Rupees unless otherwise agreed in writing.
6.9 Agency. The Purchaser is an independent business and has no power, right, or authority to bind the MEPL or to assume or to create any obligation or responsibility, express or implied, on behalf of the MEPL. The Purchaser shall not take any action that could lead a third party to believe it has such authority. Nothing stated in these General Terms shall be construed as creating relationships of partners, employer and employee, franchiser and franchisee, or principal and agent between the parties.
6.10 Arbitration. In the event of any dispute arising out of or relating to these General Terms, the parties shall use their best efforts to resolve it amicably by negotiation. Any dispute, which cannot be so resolved, shall be submitted to arbitration and the arbitration proceeding shall be conducted in accordance with the rules of laws and regulations of the country. The arbitrators shall have the power to rule on their own jurisdiction and on the validity of these General Terms to arbitrate, and their award shall be final and binding, and shall be enforceable in any court of competent jurisdiction.
6.11 Force Majeure. Neither party shall be liable for any delay or default in performing its obligations (other than payment obligations and the Purchaser’s obligations to obtain regulatory approval for import and sale of the Products) if such default or delay is caused by any event beyond the reasonable control of such party, including, but not limited to, acts of nature, war or insurrection, civil commotion, destruction of production facilities or materials by earthquake, fire, storm or flood, labor disturbances or strikes, epidemic, materials shortages, equipment malfunction or other similar event. The party suffering such cause shall immediately notify the other party of the cause and the expected duration of such cause. If either party’s performance is delayed by more than 180 days, the other party may immediately terminate these General Terms by written notice given before the affected party resumes performance.
6.12 The MEPL’s Remedies. The MEPL’s exercise of any of its rights and remedies under these General Terms or at law following the Purchaser’s breach shall not be the exclusive rights or remedies of the MEPL and shall in no way limit the MEPL’s additional rights or remedies available to it under these General Terms or law. Without limiting the foregoing, in the event of a breach by the Purchaser of any of its obligations under these General Terms, the MEPL may, upon notice to Purchaser and as determined in the MEPL’s sole discretion, terminate these General Terms in its entirety or in part or suspend the MEPL’s performance under these General Terms.
If you have any questions regarding our use of your information, please see MEPL’s online Privacy Statement.
6.14 Links to Third Party Websites. This website may contain links to other websites (“Linked Websites”). The Linked Websites are not under the control of MEPL and MEPL is not responsible for the contents of any Linked Website, including without limitation, any link contained on a Linked Website, or any changes or updates to a Linked Website. Without the written permission of MEPL, you may not frame any of the content of this website or incorporate into another website or other service the intellectual property of MEPL.
6.15 Termination. MEPL reserves the right, in its sole discretion, to terminate your access to all or part of this website, with or without notice. MEPL also reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, this website (or any part thereof) with or without notice for any reason or no reason whatsoever. MEPL shall not be liable to you or any third party for any modification, suspension or discontinuance of this website.
The Terms & Conditions represent the entire understanding between you and MEPL regarding your relationship with the product sale and supersedes any prior statements or representations.