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Southco India Private Limited Terms and Conditions of Sale


1. Contract Formation. Buyer's order, communicated by any means, constitutes Buyer's acceptance of all Seller's terms and conditions of sale which are set forth on Seller's order acknowledgment, quotation form(s) or appear on Seller's web site ("Web Site"). Seller's acceptance, whether by acknowledgment or performance, is expressly made conditional on Buyer's assent to Seller's terms and conditions which assent is manifested by Buyer's order entry by whatever means used by Buyer. In the event Seller's Web Site, acknowledgment or quotation constitutes an offer, Buyer's acceptance is expressly limited to Seller's terms and conditions of sale which acceptance is manifest by order entry by whatever means used by Buyer. Seller's terms and conditions of sale take precedence over and supersede any conflicting, different, inconsistent or additional terms contained in any of Buyer's documentation or electronic transmissions, and any such conflicting, different, inconsistent or additional terms are hereby objected to and rejected by Seller.


2. Governing Law. The validity, interpretation and performance of this Agreement shall be governed and construed in accordance with the laws of India and not the Convention on International Sale of Goods ("CISG"), the application of which is hereby excluded. The parties submit all their disputes arising out of or in connection with this Agreement to the exclusive jurisdiction of the Courts of Pune.


3. Shipments/Freight. All shipments are from Southco factory or warehouse unless otherwise noted.

 

4. Delivery. Delivery lead times and shipment dates as specified by Seller are approximate and subject to change without notice. Delay in delivery shall not give Buyer the right to cancel any order(s).

 

5. Pricing. Prices are subject to change without notice on the portal.

 

6. Payment. Terms of payment are 100% Advance during the online order process.

 

7. Cancellation of Orders / Returns. If you are not satisfied with your purchase, you may return the item within 15 days of purchase. Any returned item for reasons other than quality defects will be subject to a 20% restocking fee. Contact Southco India at +91 - 02138-670577 to arrange the return. The returned item must be in its original condition, unused, including all tags, packing and accessories. You will receive a prompt refund . We will credit your original payment method less the restocking fee. shipping and handling charges. We will however refund shipping charges on products that are defective or received in error. You are encouraged to insure any returned merchandise, as we cannot be held responsible for lost packages.

 

Cancellations. Due to the speed in which we fulfil your requests, we are unable to cancel orders for immediate shipment. If your order is backordered or not shipping for two or more business days, please contact Customer Service and we will do everything we can to accommodate your request. An order that has shipped cannot be cancelled. If you refuse an order which has already been shipped, you will be responsible for both the outbound and return shipping costs

 

8. Warranty/Buyer's Remedies/Limitation of Liability. Seller warrants that the products manufactured and sold by Seller shall be in accordance with Seller's published specifications and free from defects in material and workmanship for a period of one (1) year from the date of delivery to Buyer if used under normal circumstances and provided any defect(s) are not the result of: (i) installation method; (ii) customer or third party abuse or misuse; (iii) failure to adhere to Seller's instructions; or (iv) except as otherwise may be specifically stated in Seller's product literature, wear or deterioration due to environmental conditions. Buyer shall give written notice to Seller within 20 days of the discovery of any alleged defect within such one (1) year period, and any action shall be brought within one (1) year after such breach of warranty is or should have been discovered. The above is the sole and exclusive warranty of Seller; there are no other warranties, either express or implied, as to any matter whatsoever, including, without limitation, the IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. The sole and exclusive remedy of Buyer for any breach of warranty by Seller shall be that Seller shall provide, upon confirmation of the defective condition of the subject part, at no cost to Buyer, a replacement part for each defective part manufactured and sold by Seller to Buyer, or at Buyer's choice, Buyer shall receive a credit toward a future purchase in an amount equal to the purchase price paid by Seller for defective parts. IN NO EVENT SHALL SELLER BE LIABLE FOR CONSEQUENTIAL OR INDIRECT DAMAGES, OR ECONOMIC LOSSES, LOSS OF USE, LOST PROFITS, DOWN TIME OR DAMAGES DUE TO DELAY, WHETHER BY REASON OF BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE.

 

9. Product Design/Specification Changes/Technical Data Sheets. Seller manufactures all its products solely in accordance with Seller's specifications. Seller reserves the right to modify, revise and/or change product specifications and design dimensions at any time in Seller's discretion. In the event technical data sheets are provided to Buyer, information set forth on such technical data sheets is provided as general guidelines only, as conditions vary with each application and method of installation. Strength data given is for failure of the product or for sufficient deformation to make the product inoperable. No safety factor has been applied. Seller recommends that Buyer request a product sample for testing to determine the suitability of the product for Buyer's intended purpose and application under actual service conditions. Seller makes no warranties or guarantees with respect to technical data contained in technical data sheets, Seller's product handbook or product literature.

 

10. Minimum Production Runs. In the event that any goods related to Buyer's order are subject to Seller’s minimum production run, Buyer must purchase a quantity of such goods at least equal to such minimum production run on a take-or-pay basis. Buyer must complete such purchase obligation during the 12-month period beginning on the date that Seller receives Buyer's first order of such goods. If Buyer fails to meet such purchase obligation during such 12-month period, Seller will invoice Buyer for any quantity of such goods that Buyer has failed to purchase during such 12-month period and Buyer shall remit payment within 30 days of invoice date.

 

11. Custom Products. In the event that any goods ordered by Buyer are custom or modified products that are manufactured to Buyer’s specifications, such products will consist of unique components and raw materials purchased by Seller specifically for Buyer. Therefore, if Buyer makes any modification to its specifications or fails to purchase any such custom products from Seller for a period of 6 months or longer, Buyer shall purchase from Seller all remaining unique components, raw materials, work-in-progress and finished goods inventory. In any such event, Seller shall invoice Buyer for the amount thereof, and Buyer shall remit payment within 30 days of invoice date. Seller will rework existing work-in-progress and finished goods only at Buyer's expense. Inventory of unique components, raw materials, work-in-progress and finished goods will generally not exceed 3 months of goods, based upon anticipated monthly orders.

 

12. Use/Misuse of Goods. Buyer assumes all responsibility for any loss, damage, or injury to persons or property arising out of, connected with, or resulting from the use of good, either alone or in combination with other products or components. Seller will not be liable for any damage or harm to individuals, property or otherwise caused by (i) the misuse of any goods by Buyer or any other party, (ii) the failure of Buyer or any other party to follow any warning labels included with the goods or materials accompanying the goods or (iii) the failure of Buyer to provide any other party with proper instructions or warning labels for the applicable goods.

 

13. Force Majeure. Seller will not be liable for delays or failure to perform in the event of acts of God, labor disturbances, strikes, delay by carrier, material unavailability, fuel shortage, operation of law, civil unrest, war, act of government, judicial decree, judgment or order of court or administrative agency or other cause beyond the reasonable control of Seller.


14. Taxes. Buyer shall be liable for all sales, use, GST or other taxes associated with Buyer's order(s). Buyer shall provide, if applicable, a valid and correct tax exemption certificate applicable to the product destination location, in order to establish that any transaction is subject to sales or use tax exemption.