General Terms and Conditions of Sale

1. PRODUCT RECOMMENDATIONS AND SELECTION:

Any assistance offered to buyer in product recommendations and selection is advisory only. Buyer must evaluate all specifications and application considerations to determine suitability for intended use.

2. ACCEPTANCE OF ORDER & TERMINATION

Acceptance of any order is subject to credit approval and acceptance of order by seller. If buyer’s credit terms becomes unsatisfactory to the seller, seller reserves the right to reject / terminate the order received with a notice to buyer and without any liability on the seller.

3. PAYMENT TERMS:

100% payment in advance is required to be received by the seller or if mutually agreed credit terms have been established and maintained consistent within the seller’s credit policies, seller may render partial invoices and require progressive payments or other forms of payment security. Seller also may render invoices electronically and require payment by way of electronic funds transfer. Payment by credit card, when permitted by seller, is subject to credit card validation and authorization both at time of order placement and immediately prior to shipment. Seller reserves the right to suspend its performance in the event payment is not made when due. No payment by offset is permitted without seller’s consent. Interest charges will be added to overdue invoices at the rate of 1.5% per month starting from the date of invoice, subject to any limit imposed by applicable law. If buyer’s account is placed with an attorney for collection, buyer agrees to pay all costs of collection, including attorney’s fees and all other incidentals. If a judgment is obtained, interest shall continue at the greatest of 18% per annum or the maximum allowed by law until paid in full.

4. DELIVERY TERMS

Delivery terms are FOB seller’s operational facility or seller’s branch or seller’s vendor’s facility or distributor stock-point or as otherwise agreed to as stated on seller’s order acknowledgment. In all cases, title transfers to buyer upon the earlier of seller’s delivery to buyer or receipt by the first carrier for transport to buyer, except that title to all intellectual property rights associated with the products remains with seller’s suppliers or product licensors. Wherever applicable, prepaid shipping will be billed to buyer as a separate invoice item. Claims for shortages, errors or unsatisfactory receipt of goods must be intimated in writing within or not more than five (5) working days from the date of receipt of shipment.

5. DELAY IN DELIVERY

Seller’s acknowledged shipping dates are approximate only and seller disclaims any/all liabilities for late delivery by whatever means. Seller is not accountable for delays in delivery occasioned by acts of God, failure by its suppliers to ship or deliver on time or other circumstances whether or not caused by circumstances under seller’s control. Factory shipment or delivery dates are the best estimates worked out by the seller and in no case shall seller be liable for any consequential or special damages arising from any delay in shipment or delivery at the designated location for any reason what-so-ever.

6. PRICES

Prices quoted are valid for 15 days unless otherwise specified. Products containing commodity materials (copper, steel, aluminium, resin, etc.) are subject to increase if the commodity price has changed between the quotation date and the order date. Prices and other information shown in any of seller’s catalogues, brochures and websites (including those of its suppliers) are subject to change without notice and to confirmation by specific quotation. Those publications are not offers to sell and are maintained only as a source of general information. Time and material services will be provided in accordance with seller’s (or the related service provider’s) published service rates (including applicable overtime and travel expenses) and supplemental terms and conditions in effect as of the date the services are provided, unless otherwise confirmed by seller’s written quotation or order acknowledgment.

7. TAXES

Seller’s prices offered in the quotations, do not include sales taxes. Buyer will pay the seller for such taxes as may be applicable or provide seller with acceptable tax exemption certificate. Buyer indemnifies seller against any costs or losses, including attorney fees, arising from any improper designation of tax status.

8. CHANGES, MODIFICATIONS AND SUBSTITUTIONS

Buyer requested changes by whatever means, including those affecting the identity, scope, spec and delivery of the Products to be purchased, must be documented in writing and are subject to seller’s (or its supplier’s) prior approval and adjustments in price, scheduling and other affected terms and conditions. In any event, seller and its suppliers reserve the right to reject any change that seller or its suppliers deem unsafe, technically inadvisable or inconsistent with established engineering or quality guidelines and standards, or incompatible with seller’s suppliers’ design or manufacturing capabilities. Seller further reserves the right to substitute using the latest superseding revision or series or equivalent Product having comparable form, fit and function. The buyer before issuing a final order to the seller, must strictly scrutinise the feasibility, compatibility and suitability by all means and in no case the once issued PO by word of mouth, written document, electronically transmitted mail or in the best motive during both the parties due understanding without any documentary evidence will be considered for change or modify or consider replacing the entire spec or modifying the entire model or make or size of components. The entire liability will be on the buyer if any of the above is said to be considered. And if the production activity is initiated, right from the purchase of raw material, finished goods or production taken up with the existing raw material, will in no case be considered for change, modify or substitute with the now newly suggested make, spec and model by the buyer. Seller has the discretion to consider the newly suggested spec or model or make or size of component etc. Buyer indemnifies to pay to the seller towards the losses of the products produced, the man-hour losses and any other incidentals cumulating to the maximum of 50% of the cost of the produced material or PO value, whichever is higher.

9. RETURNS

All returns will be pursuant to seller’s instructions and at seller’s discretion. Non-warranty returns of unused and resalable products for credit will be subject to seller’s return policies in effect at the time, including applicable restocking, handling, and re-packaging charges and other conditions of return. Items designated as Non-Returnable, Special or Customised Orders, Non-Stock Items, Cut Wire, Custom Products or Products specifically manufactured or sourced suiting only to buyer’s specification are not returnable at any cost. In addition to any other requirements of the original manufacturer, all returns must be in new condition complete with all parts and in original packaging. Packaging must be free from writing, labels, and must contain all prior factory identification. Shrink wrapped product (If possible) and factory seals must not be broken. If applicable, material must not have been installed or electrically powered. Returns are allowable only when seller has issued buyer a Return Material Authorization (RMA) in writing. Seller does not accept responsibility for material returned without an RMA and confirmation of receipt of material from seller. Issuance of an RMA is not a guarantee of credit for returned materials. If the material is being returned to the seller, credit for return will not be applied until supplier grants due credit to seller. Products thus returned under the manufacturer’s warranty must be properly packed and shipped to locations specified by seller or its supplier. Shipping containers must be clearly marked per instruction and shipped freight prepaid by Buyer. Any material received by the seller in damaged or non-saleable condition or packed carelessly leading to the damage, will be considered for damage or destroying the material and no credit will be provided. The seller agrees to let the buyer know the reasons for such destroying.

10. ORDER CANCELLATION

Cancellation by Buyer prior to shipment is permitted only by written notice from buyer and subsequent written acceptance by seller and upon payment to seller of reasonable cancellation and restocking charges, including reimbursement for incurred direct costs. Cancellation charges associated with orders for customised products, products specifically manufactured or sourced to buyer’s specifications or orders requiring a commitment to obtain raw materials may equal the actual selling price of the affected products. Seller has the right to cancel any order for cause at any time by written notice, and seller will be entitled to cancellation and restocking charges as mentioned above. No termination by Buyer for cause will be effective unless seller has failed to correct the alleged cause within forty‑five (45) days after receipt of buyer’s written notice specifying the cause.

11. FORCE MAJEURE

Seller and its suppliers, vendors, distributors, branches will not be liable for any loss, damage or delay arising out of seller’s failure or that of seller’s supplier to perform due to causes beyond seller’s or its suppliers’ reasonable control, including without limitation, acts of God, acts or omissions by buyer or other parties not under seller’s or its suppliers direction and control, acts of civil or military authority, fires, strikes, floods, epidemics, quarantine restrictions, war, riots, acts of terrorism, delays in transportation, or transportation embargoes. In the event of delay, seller’s performance date(s) (or that of seller’s supplier, as the case may be) will be extended for a length of time as may be reasonably necessary to compensate for the delay.

12. FACSIMILE and other ELECTRONIC TRANSMISSION

Any documents which are sent by facsimile or other electronic means may be accepted as originals unless the recipient timely requests an original to be sent by some other means. Voice messages may be deemed equivalent to other electronic or written documents subject to appropriate verification of the identity and relationship of the person speaking.

13. WAIVER

No failure or delay by Seller in exercising any rights, whether occurring once or multiple times, shall be construed as a waiver of seller’s rights to require strict compliance with any one or more of these terms and conditions.

GOVERNING LAW AND FORUM:

Any Dispute arising under this Agreement shall be governed by the laws of, and shall be resolved in the Courts of, such Courts with jurisdiction over the county in which the pertinent Electrical Equipment Company Branch is situated, in the court in which the project for which goods are to be used is located, or in any county where Electrical Equipment Company has a Branch in the State where the transaction arose. In the event of conflict between this agreement and Buyer’s purchase order or other documents prepared by Buyer, or between this agreement and any oral representations or agreements between the parties, this Agreement shall control.