The terms and conditions of sale set out herein shall govern supply of the goods, and no addition or variation to these terms and conditions will have effect unless expressly agreed in writing by the Buyer.
- 1. Orders
Buyer shall not be bound by any condition attached to the purchase order, unless expressly accepted by the Buyer in writing. Except with the consent in writing of the Buyer, the order accepted by the Buyer may not be cancelled or modified by the Buyer. No variation to these General Terms and Conditions of Sale (‘GTC”) shall be binding unless agreed in writing between the authorized representatives of the Buyer and the Buyer.
- 2. Prices & Taxes
Prices indicated in the purchase order are considered as exclusive of taxes. Taxes as applicable under the relevant laws at the time of invoice shall be charged. Unless the Buyer has a written supply agreement with the Buyer to the contrary:
(a) Buyer reserves the right to change prices and/or otherwise pass on cost increases to the Buyer at any time and will use reasonable efforts to provide at least 30 days’ notice. Revised prices may apply to all orders shipped after the effective date of the price change. For clarity, blanket orders and orders specifying future dated shipments may also be billed at the pricing in effect on the date of shipment.
(b) Regardless of any automated order acknowledgement, Buyer reserves the right to amend any purchase order within 30 days of its receipt by notifying to the Buyer in writing. There shall be no cancellation of any order accepted by the Buyer unless otherwise agreed by Buyer in writing.
(c) Unless otherwise expressly indicated, prices are exclusive of all taxes, delivery charges, insurance, duties and associated expenses, which will be charged to the Buyer (as applicable).
(d) Buyer will endeavour, but offers no guarantee, to meet Buyers requested delivery date (as applicable) and Buyer will keep the Buyer updated on the expected shipment dates. In any event, Buyer acknowledge and accept that orders of products impacted by supply constraint, force majeure or equivalent events outside of Buyer’s control, and/or other changed circumstances, may not be available for shipment.
(e) Any and all terms and conditions from the Buyer, including without limitation, on price, delivery time, and other customer requirements, are hereby rejected to the fullest extent permitted by law.
- 3. Payment Terms
Payment shall be made as per the terms stated on the Invoice. Buyer reserves its right to suspend any future delivery if any invoices remain unpaid wholly or in part or if the account exceed the authorized credit limit. Buyer shall charge interest at 2% per month on overdue amount from the due date until receipt of the full payment. The Buyer shall not deduct and/or make short payment without express written consent from Buyer finance personnel. Approved adjustments, if any shall be settled through credit notes only.
- 4. Invoice Discripencies
Buyer shall forthwith notify Buyer, about invoice discrepancies, if any, within 5 days from the date of receipt by the Buyer, post which Buyer shall have no claim against Buyer and Buyer shall not entertain any discrepancy in invoice including any loss of tax credit that may have to be incurred by the Buyer. Any claim on Buyer for visible shortage or damage of goods against this invoice should be notified to Buyer within 48 hours of delivery of the goods via email at “3msupport.in@mmm.com” along with transporter’s LR POD (Lorry Receipt Proof of Delivery) copy bearing relevant remarks and estimated value of the loss. Additionally, Buyer to report the errors with Customer Service representative at the corporate office and send an email to Masatyatech@gmail.com with full details and supporting documents. Buyer shall be solely responsible and fully liable for any claims made after 48 hours of delivery.
- 5. Breach and Termination
No order which has been accepted by the Buyer may be cancelled by the Buyer except with the agreement in writing of the Buyer and the Buyer shall indemnify the Buyer in full against all loss, costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Buyer as a result of any cancellation. Without prejudice to any rights or remedies Buyer may have under these GTC and unless otherwise stated in the definitive agreements between the parties Buyer may, by written notice to Buyer, terminate with immediate effect any agreement, or any part thereof, without any liability whatsoever, if (a) Buyer fails to make payment for any goods to Buyer when due;(b) Buyer fails to accept conforming goods supplied hereunder;(c ) any proceedings in insolvency, bankruptcy (including reorganization) liquidation or winding up are instituted against Buyer, whether filed or instituted by Buyer, voluntary or involuntary, a trustee or receiver is appointed over Buyer, or any assignment is made for the benefit of creditors of Buyer; or (d) Buyer violates or breaches any of the provisions of these GTC. Upon occurrence of any of the events referred herein, all payments to be made by Buyer under the Agreement shall become immediately due and payable.
- 6. Delivery
The mode of and carrier for delivery of goods within India shall be selected by Buyer. The Buyer shall be entitled to deliver the goods at the address notified by the Buyer and Buyer’s delivery record shall be prima facie proof of delivery of the goods to the Buyer. While Buyer will endeavor to adhere to stipulated delivery schedule, any delay, however caused will not entitle the Buyer to claim any damages of any nature from Buyer. Buyer shall not be responsible for any claims arising from delivery of the goods through a Buyer nominated carrier. If the Goods are to be manufactured or any process is to be applied to the goods by the Buyer in accordance with a specification submitted by the Buyer the Buyer shall indemnify the Buyer against all loss damages, costs and expenses awarded against or incurred by the Buyer in connection with or paid or agreed to be paid by the Buyer in settlement of any claim of infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Buyer’s use of the Buyer’s specification.
- 7. Packaging & Labelling
The Buyer shall not remove, destroy, alter, tamper or modify the packaging and/or the declarations on the goods supplied by the Buyer.
- 8. Return of Goods
(a) Any goods to be returned by Buyer to Seller must be pre-authorized by Buyer representative via a Return Goods Authorization (RGA). All pre-authorized return goods to be shipped back to the originally supplied warehouse along with necessary documents as stated in the Buyer Goods Return Policy. On receipt of goods returned by Buyer, Buyer team shall verify the goods and shall deal as per Buyer’s Goods Return Policy and Buyer Credit Policy.
(b) The Buyer shall be solely responsible for any loss of GST (Goods and Service Tax) to Buyer due to defective or inadequate or delayed documentation by the Buyer while returning the goods or delayed/inaccurate uploading of the information on GST portal by the Buyer. The Buyer undertakes to fully indemnify Buyer for any loss, claim or liability suffered or incurred by Buyer as a result of the Buyer’s actions or inactions or any non-compliance under the GST Laws or any other laws time being in force. Buyer’s Goods Return Policy and Buyer Credit Policy is available at
- 9. Confidentiality & IP
Buyer shall retain title to and possession of all designs, trademarks and all intellectual property of its goods. Except for non-confidential documentation provided to Buyer for distribution with a corresponding product, Buyer acknowledges that all technical, commercial and financial information (including without limitation any source code) disclosed to Buyer by Buyer is the confidential information of Buyer. Buyer shall not disclose any such confidential information to any third party and shall not use any such confidential information for any purpose other than as agreed by the parties and in conformance with the purchase transactions contemplated herein.
- 10. Warranty
Buyer makes no warranties, either express or otherwise, except to the extent that the goods supplied carry standard manufacturer warranty, if any, applicable to the goods. In the event of any defect in the goods supplied by the Buyer, the Buyer shall immediately and without delay notify the Buyer in writing. Buyer shall have no obligations for breach of warranty if the alleged defect or non- conformance is found to have occurred as a result of: environmental or stress testing, misuse, neglect, improper installation, accident, improper repair, alteration, modification, improper storage, improper transportation or improper handling of the goods, after the risk of loss in the goods has passed to Buyer and additionally the Buyer shall be under no liability in respect of any defect in the goods arising from any drawing, design or specification supplied by the Buyer and the Buyer shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, abnormal working conditions, failure to follow the Buyer’s instructions (whether oral or in writing), misuse or alternation or repair of the Goods without the Buyer’s approval. To the extent permitted by statute, the liability, if any, shall be at the Buyer’s option and limited to: i) replacement or resupply of the goods by the Buyer; or ii) refund of cost of the effected goods. Except where prohibited by law, in no event shall Buyer be liable to Buyer or any party for any indirect, special, exemplary, incidental or consequential loss of any kind whatsoever however caused, arising out of or in connection with the goods supplied herein and notwithstanding anything to the contrary in any documents, purchase orders etc, Buyers aggregate liability under this GTC shall be limited to the amounts paid by Buyer to the Buyer in the immediately preceding twelve (12) months under this GTC giving rise to such claims . Any claim by the Buyer which is based on any defect in the quality or condition of the goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Buyer within 30 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Buyer accordingly, the Buyer shall not be entitled to reject the Goods and the Buyer shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered In accordance with the Contract.
- 11. Force Majeure
The Buyer shall be excused from performing its obligations under this GTC if its performance is delayed or prevented by any Force Majeure Event that cannot be mitigated by the reasonable actions of Buyer or by the suppliers of Buyer. “Force Majeure Event” shall mean effects that are beyond the reasonable control of, the Buyer affected by the event: war or civil war (whether declared or undeclared) or armed conflict, invasion and acts of foreign enemies, blockades and embargoes; any act, or credible threat, of terrorism; lightning, earthquake or extraordinary storm or weather conditions; nuclear, chemical or biological contamination; explosion, fire and flooding, epidemic/ pandemic. Buyer shall have the right to either suspend deliveries without notice or to cancel the order without liability on Buyer.
- 12. Compliance with Laws
Each party hereto represents that it is duly authorized to enter into these GTC and represents that with respect to its performance hereunder, it will comply with all applicable central, state and local laws, including, but not limited to those pertaining to the export or import controls or restrictions of other applicable jurisdictions.
- 13. Disputes
Any disputes in relation to this GTC or the invoice and the goods supplied hereunder shall be, if not resolved by the parties, referred to arbitration at “Arbitration Centre – Delhi” established by Hon’ble High Court of Delhi. The arbitration will be conducted in accordance with Arbitration & Conciliation Act, 1996 by a sole arbitrator wherein the seat and venue for arbitration shall be Delhi. The courts in Delhi shall have the exclusive jurisdiction over all issues relating to the Terms & Conditions of Sale.
