Standard Terms & Conditions Of Invoice

(For use with quotation, an Order Acknowledgment, or an Invoice)

1. TERMS OF SALE

The terms and conditions set forth in this document are intended to establish standard terms and conditions of sale for all sales made by Asahi India Glass Limited/AIS Glass Solutions Limited (“Seller”) or (“AIS”) to the purchaser/customer/dealer/distributer (“Buyer”).

All sales by Seller to the Buyer are expressly conditioned upon these terms and conditions; provided, however, that in the event that Seller and Buyer are parties to an executed written agreement covering the sale and purchase of the product(s) sold hereunder (the “Products”) including, without limitation, written dealer or distribution agreements (“Current Contract”), that Current Contract shall control and govern the sale and purchase of the Products unless Seller and Buyer expressly agree in writing otherwise.

Except as provided in Section 1(b), this Standard Terms and Conditions of Sale, together with the quotations, order acknowledgments, invoices, specifications, and all supplements and attachments thereto issued by Seller from time to time, shall constitute the entire agreement (these “Terms”) between Buyer and Seller for each such sale. In the event of any inconsistency between these Terms and the express provisions contained on the applicable quotation, order acknowledgment, invoice, specification, or any supplements or attachments thereto issued by Seller from time to time, the express provisions contained on the quotation, order acknowledgment, invoice, specification, or any supplements or attachments thereto issued by Seller shall control over these Terms.

Any conduct by Buyer which recognizes the existence of a contract pertaining to the subject matter hereof, including, but not limited to, the acceptance of the Product, payment thereof or resale of the Product, shall constitute acceptance by Buyer of these Terms. Any terms provided in Buyer’s purchase order or any other documents provided by Buyer to Seller are hereby objected to and expressly rejected. The buyer may not cancel or vary an order once it has been placed or confirmed.

These Terms may be modified from time to time by Seller, by notice to Buyer. Each such modification shall be binding upon Buyer with respect to all purchases occurring after the date of such modification. No modification or termination hereof or waiver of any of the obligations hereunder by Buyer shall be effective unless in writing and signed by Seller. The failure by the Seller to enforce at any time any of the provisions herein, shall not constitute a waiver and shall in no way be construed as a waiver of such provisions or options, nor in any way be construed to affect the validity of these Terms or any part thereof, or the right of the Seller thereafter to enforce each and every such provision.

2. WARRANTY; DISCLAIMERS:

The warranties for products manufactured by Seller shall be limited to and be governed by the Seller’s warranties, which will be passed along whenever possible to Buyer directly or through Seller. Seller warrants that the products it manufactures shall meet any Seller specifications for them in effect on the date of shipment (the “Specifications”), and any services it provides shall be of good workmanship and provided by qualified personnel. Seller also warrants that it will convey good title to products. For Goods not manufactured by the Seller, the warranty shall be the current warranty provided by the manufacturer of the Goods. Whilst the Seller shall honor such warranty, the Seller, shall not be bound by nor responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.

SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, NOT INCLUDED HEREIN INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Buyer assumes all risk and liability for results obtained by the use of the Products.

Dealer/Distributor Product Warranty: Subject to the terms of a Current Contract, and provided that the Products have not been installed, in the case of Buyer being a dealer or distributor of the Products, Seller warrants to the dealer or distributor, as follows:
Except as expressly provided herein and as limited by Sections 2 hereof, Seller warrants the Products against failure due to manufacturer’s defect at the time of delivery to dealer or distributor and prior to installation of the Products. The foregoing warranty applies only to Product that has not yet been installed and is still in its original protective packaging as provided by Seller. EXCEPT AS EXPRESSLY SET FORTH HEREIN, TO THE FULLEST EXTENT PERMITTED BY LAW, SELLER HEREBY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. SELLER DOES NOT EXTEND THE FOREGOING WARRANTY, AND BUYER MAY NOT TRANSFER IT, TO BUYER’S CUSTOMERS OR OTHER THIRD PARTIES.

DEALER’S OR DISTRIBUTOR’S REMEDIES WITH RESPECT TO ANY PRODUCT FURNISHED BY SELLER AND SUBJECT TO THIS SECTION 2(b) THAT IS FOUND NOT TO BE IN CONFORMITY WITH THESE TERMS BECAUSE OF BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR STRICT LIABILITY, SHALL BE LIMITED EXCLUSIVELY TO THE RIGHT OF REPAIR OR REPLACEMENT OF SUCH DEFECTIVE PRODUCT OR REFUND OF THE SALE PRICE OF THE PRODUCT, AT THE SOLE DISCRETION OF SELLER. NO ALLOWANCE SHALL BE MADE FOR ANY LABOR, CHARGES OF DEALER OR DISTRIBUTOR FOR REPLACEMENT OF PARTS, ADJUSTMENTS OR REPAIRS, SHIPPING, IN-OUT COST OR ANY OTHER COST OR EXPENSE, UNLESS SUCH CHARGES ARE AUTHORIZED IN WRITING IN ADVANCE BY SELLER. DEALER’S OR DISTRIBUTOR’S OBLIGATION TO MAKE PAYMENT ON TIME FOR THE BALANCE OF PRODUCTS DELIVERED UNDER THESE TERMS IS NOT AFFECTED BY ANY CLAIM OF DEALER OR DISTRIBUTOR HEREUNDER. SELLER’S TOTAL LIABILITY, WHETHER FOR BREACH OF CONTRACT, WARRANTY OR OTHERWISE, IS LIMITED TO THE PURCHASE PRICE OF THE PARTICULAR PRODUCT SOLD UNDER THESE TERMS.

Oral or written statements by Seller’s employees or agents, including via email, do not constitute warranties, shall not be relied upon by the Buyer dealer or distributor, and are not part of this agreement of sale. Buyer dealer or distributor, as the case may be, hereby acknowledges that it has not entered into this order in reliance upon any warranty or representation by any person or entity except for the warranties or representations specifically set forth herein or made in writing and executed by a duly appointed officer of Seller.
Under no circumstances is the Seller liable for any claim, action, demand, suit, loss, legal fee or other cost or expense of any kind whether directly or indirectly arising from the use or inability to use any goods or services supplied by the Seller.
Seller warrants that the products manufactured by Seller, in the condition and at the time shipped, will not infringe any valid claim of any Indian patent covering the products, unless the products are made pursuant to Buyer’s specifications or instructions, in which case no patent warranty is made. The warranty shall not extend to infringement of third party patents attributable to the use of the products or the combination of products sold hereunder with other compounds, compositions, or materials. Seller may discontinue, without liability, delivery of products hereunder if in its opinion their manufacture, sale or use would constitute patent infringement or if the use or resale of the goods is enjoined.

3. Freight Terms, Delivery and Title Transfer: Freight Terms shall be mutually decided by the parties at the time of finalization of Sales/Purchase Order and the same shall be binding upon both the parties.

On delivery, the goods are at the Buyer’s sole risk.

The Seller may choose the carrier and the method of transport, unless otherwise agreed by the Seller in writing. The Seller may choose to deliver by installment and may treat each delivery as a separate contract. Should the Seller fail to deliver or make defective delivery of one or more installments, this will not entitle the Buyer to repudiate the main contract.

If the Seller believes that the Buyer may not make any payment when due, then the Seller may suspend or cancel any delivery.

Any delivery date agreed by the Seller is approximate only, and no delay in delivery will entitle the Buyer to cancel its order for the goods.

4. Payment

The Buyer must pay the price indicated on the invoice, order form or other document or statement issued by the Seller. All freight, packaging and other relevant costs are charged to the Buyer’s account as shown on the invoice.

All prices are subject to adjustment by any increase in the costs to the Seller of manufacturing or providing the goods that may occur between the dates of quotation and delivery or deliveries of the goods. Such an increase in prices shall be mutually discussed and agreed upon the parties.

Unless otherwise agreed in writing, payment must be made by the Buyer before delivery of the goods.

If the Seller at any time deems the credit of the Buyer to be unsatisfactory, it may immediately terminate this contract or any credit arrangement and require the Buyer to pay the price on delivery of the goods.

All costs and expenses of or incurred by the Seller as a result of termination and recommencement of any credit arrangement are payable by the Buyer upon demand.

Payment shall be immediate, or as otherwise specifically agreed. Invoices not timely paid shall be assessed interest at a rate of 18% per annum or the maximum allowed by law, whichever is lower. Buyer shall pay all reasonable costs, including attorneys fees, incurred by Seller for collection of past due amounts. If at any time Seller doubts Buyer’s financial responsibility, Seller may decline to make further deliveries except upon receipt of satisfactory cash or security or Buyer’s payment of all orders in advance of delivery.

5. Remedy: Neither party shall be liable to the other for special, indirect, punitive, consequential or any similar damages even if such party has been advised of the possibility of such damages. Buyer’s exclusive and sole remedy for any claim shall be, at Seller’s option, a refund or credit of the amount of the price paid for the Products in respect of which damages are claimed, or, where applicable, cure of the defect or replacement of non-conforming Products with Products that meet the Specifications.

6. Taxes: In the absence of satisfactory evidence of exemption supplied to Seller, Buyer shall reimburse Seller for all taxes (other than taxes based upon Seller’s income) or other charges that Seller may be required to pay to any government based upon the production, sale, storage, or transportation of products hereunder.

7. Claims: Unless otherwise agreed in writing, no claim whether arising from Products delivered or from non-delivery, shall exceed the purchase price of the Products in respects of which damages are claimed. Failure to give notice of a claim within thirty (30) days from the date of delivery, or the date fixed for delivery (in case of non-delivery), shall constitute a waiver by Buyer of all claims in respect of the Products at issue. Products shall not be returned without Seller’s prior written permission, and then only in the manner prescribed by Seller.

8. Quantity: Unless otherwise specified, Seller shall have the right to make partial shipments. Each partial shipment shall be deemed a separate sale, and payment shall become due therefore in accordance with the terms of payment contained in the invoice including, but not limited to, the import duties, taxes and other charges.

10. Delay in Delivery and Force Majure: The date of delivery stated in the order acceptance or confirmation is an estimated date. Seller shall not be responsible for any liability due to any delay in the performance of any order accepted by it due to unforeseen circumstances or to causes beyond its reasonable control, including, without limitation, acts of God, strikes, war, riots, acts of terrorism, fires, floods, accidents, differences with workers, lockouts, or other industrial disturbances, freight embargoes, lock-out of suppliers necessary to the execution of the order, loss or unavailability of usual sources of transportation, fuel, labor, supply, raw materials, or power priorities, failure, breakdown or shortage of components necessary to the completion of the order, equipment breakdown, embargoes, subcontractor caused delays, the compliance with any law, rule, regulation or order, whether valid or invalid, of any government body or any instrumentality thereof, or acts of civil or military authorities, whether now existing or hereafter created or commercial impracticability. Performance of an order shall be deemed suspended so long as any such circumstances or causes delay its execution and Buyer shall extend any letter of credit issued in payment for the Product, if applicable, through any such delay. Whenever such circumstances or causes have been remedied, Buyer shall accept performance under said order.

13. Indemnification: Buyer shall indemnify, defend with competent and experienced counsel and hold harmless Seller, its parent, subsidiaries, affiliates and divisions, and their respective officers, directors, shareholders, members, managers and employees (collectively, the “Seller Indemnified Parties”) from and against any and all damages, liabilities, actions, causes of action, suits, claims, demands, losses, penalties, costs and expenses (including, without limitation, costs of defense or investigation, reasonable attorneys’ fees and court costs) (collectively, “Losses”) to the extent arising from, related to or in connection with: (a) the negligence or misconduct of Buyer, its agents, employees, representatives or contractors; (b) Buyer’s breach of any of its obligations under these Terms (and the order); (c) use of a Product in combination with other products and equipment not supplied by Seller; (d) infringement of any patent by any Product supplied by Seller hereunder and made in accordance with the design and/or specification furnished by Buyer to Seller; (e) use of a Product in an application or environment for which it was not designed; (f) modifications of a Product by anyone other than Seller without Seller’s prior written approval; or (g) the transportation, storage, sale, or service of the Products by Buyer, or other acts of Buyer giving rise to third party claims against Seller.

15. Intellectual Property: Under no circumstances shall Buyer use any of Seller’s intellectual property, without the prior written consent of Seller. No rights are granted or implied by Seller in any trademark or trade name or in any other intellectual property right or patent owned (or pending) to any Customer. Buyer shall only utilize the Seller’s products in accordance with the terms herein and for no other purposes not approved by Seller in writing.

16. Cancellations: Cancellation of any acknowledged order from Seller must be approved in writing by Seller’s Logistics and Sales Departments. Seller shall be entitled to receive, upon demand, liquidated damages of not less than ten percent (10%) of the purchase price of the order, plus the cost of all materials and work furnished or done upon time of cancellation by the Buyer.

17. Assignment: This invoice and any underlying order(s) may not be assigned or transferred by Buyer, in whole or in part, without the prior written consent of Seller.

18. Governing Law: These terms and the underlying transaction are to be construed, and the respective rights of Seller and Buyer are to be determined, in accordance with the laws of State of Delhi (India), without regard to choice of law or conflicts principle that might otherwise be applicable. Any dispute arising out of this contract shall lie within the jurisdiction of the courts of the state of Delhi, India only and buyer irrevocably waives any claim it may have that any proceedings brought in such courts have been brought in an inconvenient forum

19. Entirety of Agreement and Amendment: Except as otherwise agreed, these terms, this invoice and any underlying order(s) contain the entire agreement of the parties with respect to the purchase and sale of the Products. Any previous agreements, understandings or representations, oral or written, which have not been specifically incorporated herein are superseded and may not be relied upon by either party. No amendment or modification of this agreement shall be binding on either party unless separately contracted in writing. Failure of either party to exercise any right or insist upon strict performance of any provision of these terms shall not be construed as a waiver.

20. Arbitration: Disputes, if any, shall be settled by arbitration under the provisions of the Arbitration and Conciliation Act, 1996. The cost of the arbitrator(s) shall be shared by the parties. The venue of the arbitration shall be Delhi exclusively. The decision of the arbitration shall be final and binding.

21. Disclaimer on Implied Warranties for all AIS’s Products: AIS MAKES NO OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE PRODUCTS, WHETHER AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, OR ANY OTHER MATTER. In particular, AIS assumes no responsibility for glass breakage, improper usage, failure of products due to faulty installation, building construction or design, improper handling, Buyer processing, fabrication (including application of coatings, films, etc.), or failure to follow AIS’s instructions regarding the products. No distributor, AIS representative, agent, or employee has the authority to alter or change any AIS product warranty, either orally or in writing.