Each Purchase Order placed by buyer for goods and/or services is subject to these standard purchase terms and the terms of the applicable Purchase Order, and is conditional upon Supplier’s agreement to such terms. Supplier shall be deemed to have agreed to be bound by such terms by accepting the Purchase Order, delivering the goods, and/or performing the services.
1. Delivery of Goods and Services.
b. Supplier shall, at its own expense, pack, load, and deliver Goods to the Delivery Point and in accordance with the invoicing, delivery terms, shipping, packing, and other instructions printed on the face of the Purchase Order or otherwise provided to Supplier by Buyer in writing. No charges will be allowed for freight, transportation, insurance, shipping, storage, handling, demurrage, cartage, packaging or similar charges unless provided for in the applicable Purchase Order or otherwise agreed to in writing by Buyer.
c. Time is of the essence with respect to delivery of the Goods and performance of Services. Goods shall be delivered and Services performed by the applicable Delivery Date.
d. Buyer has no obligation to obtain insurance while Goods are in transit from Supplier to the Delivery Point.
2. Inspection; Acceptance and Rejection.
All shipments of Goods and performance of Services shall be subject to Buyer’s right of inspection. Buyer shall have thirty (30) days (the “Inspection Period“) following the delivery of the Goods at the Delivery Point or performance of the Services to undertake such inspection, and upon such inspection Buyer shall either accept the Goods or Services (“Acceptance“) or reject them. Buyer shall have the right to reject any Goods that are delivered in excess of the quantity ordered or are damaged or defective. In addition, Buyer shall have the right to reject any Goods or Services that are not in conformance with the Specifications or any term of this Agreement.
3. Price/Payment Terms.
Prices for the Goods and/or Services will be set out in the applicable Order. Price increases or charges not expressly set out in the Purchase Order shall not be effective unless agreed to in advance in writing by Buyer.
Taxes extra as applicable.
QUOTATIONS: Unless otherwise stated, quotations are valid for a period of ninety (90) days from the date of quotation.
ERRORS OR OMISSIONS: Errors or omissions in any RMC quotation, acceptance, specification or other document shall be subject to correction at RMC's discretion.
DELIVERY TERMS: All freight and handling charges will be prepaid and, when applicable, added to the invoice, unless otherwise arranged by the Purchaser.
DELIVERY DATE: Such date is only an estimate of the date of delivery and is not a guarantee of a particular delivery date. RMC shall not be liable for a failure or delay in shipment.
PAYMENT TERMS: Payment terms are net thirty (30) days from the date of the invoice, unless otherwise specified.
TAXES AND OTHER CHARGES: Purchaser is responsible for all sales, VAT, or related taxes applicable to the purchase of RMC products. RMC will add such taxes to the invoice and Purchaser will be responsible for payment of such taxes, unless Purchaser provides to RMC a valid exemption certificate or other document acceptable to the authority imposing the tax. Purchaser is responsible for all duties and other government fees applicable to the purchase and import of RMC products.
SHIPPING METHOD: Unless otherwise requested in writing by Purchaser, all RMC products will be shipped by whatever means and carrier that RMC considers to be the most appropriate method of transportation. Risk of loss shall pass to Purchaser upon delivery by RMC to the carrier.
CUSTOM ORDERS: All custom orders must be specified in writing and are subject to RMC's express acceptance. Furthermore, Purchaser shall, with respect to custom orders produced according to Purchaser's specifications, defend RMC at Purchaser's expense and pay all costs and damages of any kind incurred by RMC as the result of any suit or other legal proceeding against RMC for infringement of any letters, patents, trademarks, copyrights, or other rights by reason of use of such specification, provided RMC promptly notifies Purchaser in writhing of such claim of, or suit for, infringement and tenders the defense thereof to Purchaser.
NOTIFICATION OF COMPLAINTS: Purchaser shall notify RMC's Customer Service/ Sales Department within ten (10) days of receipt of RMC products regarding any defect or deficiency therein, including questions regarding the invoice, mis-shipments or lost or damaged shipment. Failure to provide such notice to RMC shall be deemed acceptance of such RMC products as complete and satisfactory to Purchaser.
RETURNS: Purchaser shall contact RMC's Customer Service/ Sales Department to return any damaged RMC product.
TAXES: Prices do not include, and CUSTOMER shall pay, any national, state, local, or international property, license, privilege, sales, use, excise, gross receipts, VAT, duty or other like taxes relating to the sale, delivery, receipt, payment for or use of Products or Services, including any interest, penalty and additional tax or other charge related to delay or failure to pay such amount ("Taxes"). Force Majeure: Seller shall not be liable for any delay in or failure of performance hereunder due to any contingency beyond its reasonable control, including without limitation: an act of God; war; civil commotion; sabotage; labor dispute; explosion; fire; accident; downtime; power or equipment failure or outage; inability to obtain suitable or sufficient labor, pandemic , fuel, power, or material; delay of carrier; embargo; or any law, ordinance, rule, or regulation, whether valid or invalid.
If Seller shall not receive written objection to any of these terms and conditions with ten (10) days from the date of this invoice, they shall be deemed accepted by Buyer. These General Terms and Conditions shall be binding upon and inure to the benefit of the respective successors and assigns of each of the parties hereto, but shall not be assigned or otherwise transferred, in whole or in part, by Buyer without the prior written consent of Seller.
Waiver: No waiver of any right under these General Terms and Conditions shall be deemed effective unless the same is set forth in writing signed by the seller, and no waiver of any right of these General Terms and Conditions shall be deemed to be a waiver of any such right or any other rights hereunder, in the future. No waiver of any breach of these General Terms and Conditions will be treated as a waiver of any subsequent breach of these General Terms and Conditions.
Jurisdiction: Subjected to Jaipur jurisdiction only.
The Terms And Conditions contained in this RMC GENERAL SALES POLICY ("SALES POLICY"), together with THE RMC GENERAL WARRANTY POLICY, THE RMC INVOICE (or other RMC BILLING DOCUMENT) and any APPLICABLE RIDER, (collectively, this "AGREEMENT") constitute the terms of sale for all sales of products (“products”) and services by RMC Switchgears Ltd. This Agreement constitutes the entire agreement and understanding between RMC and customer with respect to all matters which are referred to therein, and supersedes any previous agreement(s) between the parties. Customer agrees that all other terms and conditions (including but not limited to any terms and conditions of any purchase order or other document issued by customer in connection with an order or purchase) are expressly excluded and rejected by RMC, and are of no force or effect, unless otherwise expressly agreed in writing by RMC and customer. RMC shall not be bound by any terms additional to or different from these terms and conditions, including any preprinted terms that may appear or be referenced in any customer purchase order or any other communications, irrespective of whether RMC accepts or acknowledges (or is deemed to accept or acknowledge by shipment or otherwise) such purchase order or communication, or provides or delivers products or services following receipt of such purchase order or communication. All RMC quotations shall be deemed to incorporate these standard terms and conditions. Any additional or different terms and conditions provided by a customer shall be deemed objected to by RMC without further notice of objection and shall be of no effect nor under any circumstances be binding upon RMC. RMC'S offer to make sales to customer and RMC's acceptance of customer’s offer to make purchases from RMC are expressly conditional on customer’s agreement to THE "GENERAL TERMS" appearing in PART I, and THE ADDITIONAL TERMS appearing in PART II, "RESELLER TERMS," which shall also apply to customer if customer engages in the resale or any other form of redistribution of items purchased from RMC, and any applicable rider. RMC and customer may be referred to herein individually as a "PARTY" or collectively as the "PARTIES."
RMC reserves the right to amend its GENERAL SALES POLICY from time to time. Any such amendment will be regarded as the part of this policy after being approved upon receipt of written notice (including printable email or publication on RMC’s website) to customer, unless customer sends an objection in writing (including email) within seven days after receipt of such notice or after published on RMC’s website. RMC will advise customer in the notice regarding such effects. Any such amendment will take effect once such amended terms are regarded as approved as set forth above, and shall thereafter apply to all orders received from customer.
By placing orders with RMC, customer agrees that this agreement forms the Entire
Agreement that governs each order placed by customer to RMC.
Note: RMC falls under the MSME scope.
PART I. General Terms
1. CREDIT LIMIT AND PAYMENT TERMS
Credit Limit:RMC, generally, have no credit policy however in some exceptional cases after the special approval of credit is obtained, then Customer’s credit limit are determined solely by RMC Credit Department. RMC reserves the right to terminate or change CUSTOMER’S credit limit at any time.
Payment Terms:CUSTOMER shall pay the undisputed portions of RMC's invoices as advance payment 20% and balance 80% before dispatch of materials, within the time period agreed upon the Purchase Order. In case, materials are being manufactured or initiated for manufacturing as per the customer’s order, after receiving the advance amount against the order then no amount will be refunded out of the advance amount paid by the customer. Further, CUSTOMER has no right to set-off any amount invoiced to CUSTOMER. Any notice of error in an RMC invoice must be received by RMC in writing at the RMC address shown on the relevant invoice within ten (10) business days of the date on the invoice, after which period the RMC invoice shall be deemed undisputed.
Payments will be made only in the currency listed on RMC’s invoice and to the address or account listed on the front of RMC's invoice. RMC’s pricing is based on cash (no credit) basis. RMC’s acceptance of any deviation from these payment terms is at RMC's sole discretion and may be conditioned on CUSTOMER’S acceptance of a pricing adjustment reflecting the increase in the associated cost or risk to RMC. Undisputed amounts which remain unpaid for the time period mutually agreed upon or more after the date on the invoice are overdue. In addition to any other available remedy, RMC reserves the right to suspend shipment(s), terminate pending orders or any offer to make sales to CUSTOMER, and charge interest at a monthly interest rate of 1.5% (or the maximum permitted by applicable law, whichever is more) on those undisputed amounts remaining overdue.
2. PRICESThe prices for Products and Services sold hereunder will be the prices as shown on the RMC order confirmation, if any, provided to CUSTOMER and in effect at the time of order confirmation, or as otherwise agreed upon between CUSTOMER and RMC; provided, however, that if such prices are based on the purchase of a particular volume and CUSTOMER fails to purchase such volume, RMC shall have the right (in addition to any other remedies available at law) to collect from CUSTOMER the difference between the price paid by CUSTOMER and the price for such items commensurate with the quantity actually purchased by CUSTOMER. RMC reserves the right to change its prices at any time and without notice; provided, however, no change to RMC's pricing shall affect any CUSTOMER orders that have been previously accepted by RMC.
3. TAXESPrices do not include, and CUSTOMER shall pay, any national, state, local, or international property, license, privilege, sales, use, excise, gross receipts, VAT, duty or other like taxes relating to the sale, delivery, receipt, payment for or use of Products or Services, including any interest, penalty and additional tax or other charge related to delay or failure to pay such amount ("Taxes"). If RMC is required to collect any Taxes, such Taxes will be itemized separately on the invoice and paid by CUSTOMER. Therefore, Taxes will be as applicable at the time of dispatch and same to be specified along with offer.
4. ORDER CHANGES AND CANCELLATION
“Standard Products” are defined as all Products that are listed on RMC’s published price list in effect at the time the order is placed and that are not Custom Products. For clarity, the following products, unless otherwise specified in writing by RMC, are Standard Products:
SMC Junction Boxes
Deep drawn Junction Boxes
Polycarbonate Junction Boxes
SMC Meter Boxes
FRP Cable Tray
Note: Any product made on order/ or against any specific customer requirement against any customer specifications are considered as Non Standard Products. CUSTOMER may submit changes and cancellations to orders for products other than customized products, at no additional cost to CUSTOMER within twenty- four (24) hours of RMC’s confirmation of Customer’s order. Thereafter, (i) order changes for standard products shall be subject to a surcharge of ten percent (10%) of the then current chargeable amount for the affected portion of the order, and (ii) order cancellations shall be subject to a surcharge of twenty percent (20%) of the then current chargeable amount for the affected portion of the order. Application of any of the aforementioned surcharges shall be at RMC’s sole discretion.
“Custom Products” are defined as any Product that is modified or customized for CUSTOMER by RMC prior to delivery to CUSTOMER. For clarity, the following products, unless otherwise specified in writing by RMC, are considered Custom Products: Feeder Pillar (SMC/Metal/ FRP)
LT Distribution Boxes(SMC/Metal/Polycarbonate/FRP)
LTCT Metering Boxes(SMC/Metal/Polycarbonate)
Any Products that has undergone custom-engineering, modification or configuration are hence Custom Products.
Order Changes and Cancellations for Custom Products:
Except for valid Warranty Claims, no order cancellations or returns for custom products are permitted after RMC’s order acceptance. Also, ORDERS placed by CUSTOMER under RMC’s Priority Plus Service Program* are non-changeable and non-cancelable.
Order changes for Custom Products require a signed approval of the Product specification by the RMC and CUSTOMER, a purchase order by CUSTOMER, and an order acceptance by RMC. Requested changes for Custom Product orders that are received and agreed to by RMC within four (4) weeks of RMC’s designated shipment date shall be subject to a twenty percent (20%) surcharge plus any additional fees or costs related to CUSTOMER’s request for Product changes.
*RMC Priority Plus Service Program: The Customer who deals with RMC for any of the product manufactured by RMC for Regular One Transaction each month or had 8 Transactions.
5. PRODUCT WARRANTYFor all Products warranty against the manufacturing defects, the warranty period shall be either 12 months from the date of dispatch or 6 months from the date of commissioning/ completion of facility whichever is earlier or as agreed upon with CUSTOMER against charges. Any damage occurred during the transportation service, such damage may be claimed from the insurance company if the requirements of the insurance company are ensured by the customer.
6. ORDER ACCEPTANCE AND SHIPMENT (PRODUCT AVAILABILITY) RMC is under no obligation with respect to CUSTOMER’S order until RMC confirms its acceptance of the order to CUSTOMER. Upon acceptance of an order by RMC and the satisfaction of all RMC prerequisites prior to delivery, RMC shall ship the Product and any associated Product documentation to CUSTOMER, by full or partial shipment, in tangible form or via electronic delivery (if available), in accordance with RMC's order confirmation. All Product and documentation delivered in a tangible form shall be shipped from RMC’s site, and shall be deemed shipped upon being made available to CUSTOMER’S carrier at RMC's site. Title and risk of loss or damage to hardware product shall pass from RMC to CUSTOMER upon presentation to CUSTOMER’S carrier at RMC’s site. In the event that CUSTOMER desires, RMC will arrange transport and add Freight and Handling charges to the CUSTOMER’S invoice. All documentation and software is licensed under the terms accompanying the documentation or software. RMC will assign estimated shipment dates on orders based on the availability of Product and RMC's acceptance of CUSTOMER’S order. RMC will make commercially reasonable efforts to meet its assigned shipment dates. However, RMC will not be liable for its failure to meet such dates. If CUSTOMER requests or otherwise causes RMC to store Products beyond the assigned shipment date, CUSTOMER will be invoiced for the total price of the stored Products and the costs of the storage and insurance on such Products. RMC shall have no liability to CUSTOMER for delayed or cancelled shipments due to RMC's compliance with applicable trade or export regulations or sanctions.
7. PACKAGINGContact RMC Sales or Customer Service to confirm prior to ordering. RMC will package the Products in accordance with its customary practices. CUSTOMER shall pay or reimburse RMC for the costs of any special packaging requested by CUSTOMER. RMC shall accommodate any such request in its sole discretion.
8. PRODUCT AVAILABILITY AND DESIGN RMC reserves the right to discontinue the manufacturing of any of the Products, to make changes in any Product design, or to make modifications to the Products at any time that do not affect the form, fit or function of the Product without prior notice to CUSTOMER. In any such event, RMC will not be required to change Product previously sold to CUSTOMER. No part of this paragraph will be deemed to affect any CUSTOMER orders that have been previously accepted by RMC.
9. LIMITATIONS OF LIABILITYTo the maximum extent permitted by applicable law, the total liability of RMC and its suppliers for all direct damages relating to or arising from this agreement, in the aggregate, whether arising from RMC’s breach of this agreement, breach of warranty, negligence (whether active, affirmative or gross), strict liability, or other tort, or any service provided in connection with the products or otherwise, shall in no event exceed the amount RMC received from customer for the particular product or service giving rise to the liability. RMC will not be responsible or liable for any damage or loss resulting from the operation or performance of any third party product or service or any systems in which a product is incorporated.
To the extent permitted by applicable law, in no event shall RMC be liable for any special, incidental, indirect or consequential damages arising out of or relating to this agreement, including but not limited to loss of business, revenue, profits, goodwill, use, data or other economic advantage and any non-economic losses, regardless of the legal theory on which any such damages may be based and even if RMC has been advised in advance of the possibility of such damages. These limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy specified herein.
10. OWNERSHIPRMC transfers the ownership of supplied RMC goods/products to the customer, ones the Customer makes the complete payment against the concerned invoices raised by the RMC.
Moreover, no right or license is granted to CUSTOMER except as expressly set forth herein, and RMC hereby reserves all rights not expressly granted to CUSTOMER in this Agreement. CUSTOMER shall take no action that might impair in any way any right, title, or interest of RMC in or to the software, firmware, documentation or trademarks or other RMC intellectual property or confidential information. CUSTOMER agrees to maintain the copyright, trademark and other notices that appear on the RMC Products, including on any associated media.
11. SERVICESIf CUSTOMER is purchasing any services from RMC (the “Services”), the following terms shall apply to those Services unless CUSTOMER and RMC have signed a written agreement to the contrary. RMC warrants that all Services will be performed in a professional manner consistent with generally accepted industry standards. If there is a breach of the foregoing warranty, CUSTOMER’S sole and exclusive remedy, and RMC’s sole and exclusive liability, will be to re-perform/repair the Services at no additional charge to CUSTOMER. For the avoidance of doubt, the limitation and exclusions of liability in Section 8 above shall also apply to any Services. Absent a written agreement between CUSTOMER and RMC that provides otherwise, RMC shall own all right, title and interest in and to any inventions, technology, developments or other innovations that result from the Services. All Services and deliverables shall be deemed accepted upon delivery or completion of the Services or deliverables, as applicable.
Governing Law. This Agreement shall be construed and interpreted in accordance with the applicable Indian laws. Any action, suit or proceeding relating to this Agreement shall be brought in the appropriate court of Jaipur jurisdiction, and each party hereby consents to such jurisdiction.
Force Majeure. Neither Party shall be liable for failure to fulfill its obligations under this Agreement or for delays in delivery due to causes beyond its reasonable control, including but not limited to act of God, acts or omissions of the other Party, man-made or natural disasters, material shortages, strikes, delays in transportation or inability to obtain labor or materials through its regular sources. The time for performance of any such obligation shall be extended for the time period lost by reason of the delay.
Severability. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law or public policy the remaining provisions shall remain in full force and effect.
Waiver. No term or provision hereof shall be deemed waived and no breach consented to or excused, unless such waiver, consent or excuse shall be in writing and signed by the Party claimed to have waived or consented. Should either Party consent, waive, or excuse a breach by the other Party, such action shall not constitute consent to, waiver of, or excuse of any other different or subsequent breach whether or not of the same kind as the original breach.
Conflicting Terms. If any conflict shall arise between the terms appearing in the component documents of this Agreement, Exhibit or Schedule attached hereto or incorporated by reference, the terms appearing in the Exhibit or Schedule shall prevail.
PART II. RESELLER TERMS
The following additional terms apply to CUSTOMER if CUSTOMER engages in the resale or any other redistribution of RMC Products and Services.
1. CUSTOMER’S RESTRICTIONS AND COVENANTS
For some Products, RMC may require information from CUSTOMER regarding the end user, including end user name, number of users and any other information reasonably requested by RMC. CUSTOMER represents, warrants, and agrees: (a) not to modify or create any derivative work of any Product or any part thereof without RMC's prior written consent; (b) not to decompile, reverse engineer or otherwise attempt to derive source code (or the underlying ideas, algorithms, structure or organization) from any software provided to CUSTOMER by RMC or any firmware provided with RMC hardware; (c) to take such security measures to protect RMC's rights with respect to the RMC Products, software, firmware and trademarks as CUSTOMER uses to protect its own products, software, firmware, and trademarks, which measures shall at least be reasonable under the circumstances; (d) to comply with the applicable laws or regulations.
2. CUSTOMER’S MARKETING OBLIGATIONS
In marketing RMC Products and Services and performing its obligations under this Agreement, CUSTOMER shall: (a) not engage in any deceptive, misleading, illegal, or unethical practices that may be detrimental to RMC or to any RMC Products or Services; (b) not make any representations, warranties or guarantees concerning the RMC Products or Services that are inconsistent with or in addition to those made in this Agreement or in documentation or written marketing materials provided to CUSTOMER by RMC; (c) where permitted by law, not advertise the sale of any Product to end users for less than the price RMC provides to CUSTOMER; and (d) comply with all applicable central, state, and local laws and regulations in performing its obligations under this Agreement. CUSTOMER shall be solely liable for any warranties or representations that CUSTOMER makes regarding the Products and/or Services beyond those warranties expressly offered to CUSTOMER by RMC or otherwise contained in RMC's generally available marketing materials, unless expressly agreed to in writing by an authorized representative of RMC.
3. END USER SUPPORT AND TECHNICAL CERTIFICATION
CUSTOMER shall be responsible to provide to CUSTOMER’S end user customers first line installation, operation and support for the RMC Products and Services. For certain Products, CUSTOMER’S authorization to resell RMC Products and Services is additionally conditioned upon CUSTOMER’S compliance with RMC’s technical certification requirements and CUSTOMER’S maintenance of technically certified personnel and related facilities, if any, necessary to provide direct support to its end user customer of the Products. CUSTOMER shall be responsible for all fees and expenses relating to CUSTOMER’S attendance of RMC training (unless otherwise expressly excluded herein), including but not limited to the costs associated with CUSTOMER’S travel, food and lodging when attending training at RMC’s facilities; or RMC’s reasonable travel, food and lodging costs if CUSTOMER request RMC to provide training at CUSTOMER’S facilities.
Subject to CUSTOMER’S compliance with the terms and conditions of this Agreement, CUSTOMER may resell and distribute RMC Products and Services through sub-distributors.
5. CUSTOMER SERVICE SUPPORT
RMC always muse over, while serving its Customers that how can the experience of the Customer be increased. As the RMC mission is to stand for reliable partner and meticulous in work while providing consistency in experience.