FELDER WOODWORKING MACHINES PRIVATE LIMITED TERMS AND CONDITIONS OF SALE
“Conditions” mean these General Terms and Conditions of Sale and Delivery;
“Contract” shall mean this contract binding between the Purchaser and FELDER.
“Delivery Schedule” shall mean the schedule of delivery set out in this Offer/Order Confirmation/Invoice;
“FELDER” means FELDER Woodworking Machines Pvt. Ltd.;
“Force Majeure” shall mean the descriptions made in Clause 18;
“Goods” shall mean the goods agreed to be supplied under the Offer/Order Confirmation/Invoice;
“Intellectual Property Rights” shall mean the rights of copyright, patents, designs, trademark and even the trade secrets in relation to FELDER and/or its Goods/Services;
“Party” or “Parties” shall mean the Purchaser and/or FELDER, individually or collectively;
“Offer” shall have the same meaning as ascribed in Clause 4;
“Purchaser” means any customer to whom FELDER shall supply its Goods and/or Services;
“Purchase Order” shall mean the purchase order placed by the Purchaser on FELDER; and
“Services” shall mean the services agreed to be provided under the Offer/Order Confirmation.
2. SCOPE OF APPLICATION
The Conditions set out below shall apply upon initiation of commercial relations with FELDER and when preliminary Purchase Orders are issued and accepted The Conditions shall be applicable for all supplies made to the Purchaser. Deliveries of Goods, the provision of Services and other contractual obligations on the part of FELDER shall be affected solely on the basis of these Conditions and on the conditions separately agreed upon in the Contract in writing. Any conflicting conditions on the part of the Purchaser shall not prevail over these Conditions and the Conditions as detailed out herein shall prevail at all times. All the quotations, confirmations of order and Contracts of sale as defined in Clause 21.4 and other supply contracts are concluded on the FELDER’s Conditions set out herein below.
2.1 These Conditions are valid exclusively vis-à-vis companies and public authorities. By accepting FELDER’s offer, the Purchaser declares recognition and acceptance of these Conditions. The Purchaser written quotations, communications, agreements and understandings of the Parties in agrees to the applicability of the Conditions in respect of all future dealings, notwithstanding the fact there is express reference to them or not.
2.2 Unless expressly agreed in writing, FELDER explicitly rejects the applicability of any general terms and conditions of the Purchaser. Furthermore, the Conditions supersede any and all terms of prior oral and respect of the sale and delivery of the Goods and/or Services.
2.3 FELDER expressly opposes any deviations from the Conditions. Any such deviation shall only be valid, if FELDER has agreed to them in writing. The Conditions also apply to future contracts of sale and other supply contracts, even when not expressly referred to.
2.4 all these terms and conditions are equally applicable irrespective of customer contacts, acceptance of offer or purchases through in store of Felder or e shop from Felder website.
3. OFFER AND CONCLUSION OF PURCHASE ORDER
3.1 FELDER’s offers are subject to alteration and shall not be binding unless FELDER explicitly declares the offer to be binding. The Contract based on the Conditions, detailed out herein, shall only be considered concluded when it has been confirmed in writing by FELDER. The requirement for writing shall also apply to any ancillary or modification agreements. Individual contractual agreements made in writing shall take precedence over these Conditions.
3.2 any auto generated mail acknowledgement or communication from Felder to customer with respect to acceptance of offer or purchases through e shop or advance payments through e shop shall not mean to purchase have been booked or accepted by Felder unless confirmed in writing by Felder as per Clause 3.1
4. OFFER DOCUMENTATION
4.1 Offer, including but not limiting to their accompanying items of documentation, such as illustrations, drawings, technical details and descriptions, drawings, diagrams and performance data are only approximate and are only binding if explicitly agreed in writing by FELDER. The offer documentation drawn up by FELDER, texts, information sheets, drawings and details of design options do not constitute warranted characteristics. All documentation and offers submitted by FELDER shall be the exclusive intellectual property of FELDER. The recipient of the offer may only make use of it if a Contract is concluded.
4.2 Technical Specifications of machines quoted by FELDER must be checked by the Purchaser at the offer stage in respect of the individual Purchaser requirement. In the event of discrepancies, FELDER must be informed within 10 days of receipt of the documentation, as the Purchaser will otherwise be liable for any defects and deviations arising from such offers / order confirmations.
4.3 The offers proposed by the FELDER are revocable, unless it is accepted in writing. The orders are not binding on FELDER unless accepted in writing.
4.4 As FELDER is continuously investing in research and development, the Purchaser acknowledges and agrees that the mechanical features are liable to change without prior notice.
4.5 All product listing, pricing, technical specifications, performance data, delivery schedules etc. on E shop website has been created with great care, the information about all products is constantly updated. However, errors or misrepresentations cannot be excluded. FELDER excludes any liability for damages arising directly or indirectly from the use of the website. Prices and technical data are subject to change without notice at any time.
5. CONFIRMED ORDERS / WITHDRAWAL OR CANCELLATION OF ORDER
5.1 Minimum Acceptable Deposit – In order to confirm the order, FELDER would require a minimum acceptable deposit whereby:
a) A minimum of 20% (Twenty) percent deposit for the Goods amounting to price below Rs. 20,00,000/- (Rupees Twenty Lakhs only) shall be required which shall be exclusive GST; and
b) A minimum of 40% (Forty) percent deposit for the Goods amounting to price above Rs. 20,00,000/- (Rupees Twenty Lakhs only) shall be required which shall be exclusive GST.
5.2 Once the order is accepted by FELDER for the delivery of Goods and /or Services, FELDER will send the Purchaser an order confirmation folder. If there are any discrepancies with the order confirmation folder and/or its contents, they shall be bought to the notice of FELDER within 7 (Seven) working days from date of receipt of order confirmation folder. If no communication is received within the above stated time period, then it shall be deemed to be confirmed orders on the part of the Purchaser and shall be treated as the Purchase Order. The Purchaser on the confirmation of the order confirmation folder shall pay additional amount to FELDER as an advance, as stipulated in such order confirmation folder, as an advance for the Purchase Order.
5.3 In this regard the Purchaser is made aware that since the lead time required for the manufacture of the Goods is high, FELDER would be placing orders on the sub-contractors in advance and any cancellation of such orders shall cause irreparable loss, damage, harm and injury to FELDER. It is, therefore, agreed by the Purchaser that the Purchaser will not cancel any of the confirmed orders placed on FELDER for any reason whatsoever. If for any reason the Purchaser does cancel the confirmed Purchase Orders, it shall be liable to reimburse to FELDER the cost of the raw materials, Goods in transit and finished Goods as demanded by FELDER and any amount or advance so paid towards such Goods and/or order will be forfeited and such amount will be utilized to recover loss and damages incurred to FELDER to which the Purchaser shall have no objection. If the loss and damages are exceeding the amount of advance, FELDER shall be entitled to recover the same from the Purchaser.
5.4 The Purchaser acknowledges that he is aware that the accessories shown in the catalogue or on showroom machines or on e-shop of FELDER may not be a part of the machine.
5.5 Further, the Purchaser also acknowledges unless ordered, the machines are not equipped with tools and dust collection systems. In this regard the Purchaser may request FELDER for its ‘FELDER Tooling Program’ for high quality tools at special prices.
5.6 Cancellation or Withdrawal of Order: In the event, the Purchaser withdraws from the sale arrangement or cancels the order, withdrawal charges shall be levied whereby:
a) A minimum of 20% (Twenty) percent for the Goods amounting to price below Rs. 20,00,000/- (Rupees Twenty Lakhs only) which shall be exclusive GST; and
b) A minimum of 40% (Forty) percent for the Goods amounting to price above Rs. 20,00,000/- (Rupees Twenty Lakhs only) which shall be exclusive GST.
6. PASSING OF RISK
The Goods to be sold under these Conditions shall be identified by the Purchaser and FELDER. The risk of Goods shall pass to the Purchaser, Ex-Works i.e. the entire liability of the Goods shall be on the Purchaser once the Goods are being dispatched from the FELDER’s warehouse or any place stipulated in the intimation of the Goods ready for shipment. In no case FELDER shall be liable for the same. The Purchaser will be liable to make required arrangements or take out necessary transit insurance on the Goods and such other insurances on the Goods to ensure that the Goods are covered for all risk until all dues to FELDER under these Conditions are cleared. [If requested by the Purchaser, FELDER shall insure property at costs and consequences of the Purchaser, against breakage and damage in transit, fire or water. Unless Purchaser arranges transport by himself, FELDER will commission the carrier on behalf and at the expense of the Purchaser.]
7. RETENTION OF TITLE, RIGHT OF USE AND OWNERSHIP
7.1 FELDER shall retain title to the Goods sold to the Purchaser until such time as all receivables (including all receivable balances from the current account), which are owed by the Purchaser to FELDER under as per the Purchase Order or any past or future transactions, including the obligations to honor cheques or bills taken in by FELDER, have been settled. Only thereafter, the ownership of the Goods provided by FELDER passes to the Purchaser.
7.2 In the event of a breach of the Contract by the Purchaser, in relation to the Goods and/or Services, in particular if there is default in payment or petition for bankruptcy or settlement proceedings on the part of the Purchaser, FELDER shall be entitled to reclaim and the Purchaser shall be liable to give up the Goods and his right of retention. In other words, FELDER shall at all times have the first right over all the Goods supplied until receipt of the full sale consideration and any other costs or expenses incurred by Felder on behalf of customer.
7.3 In the event of loss of the Goods when installed in a third party’s premises, FELDER shall be entitled to demand immediate registration of hypothecation rights corresponding to the value of the outstanding claim, its statutory rights notwithstanding.
7.4 As long as the Purchaser has not paid the consideration amount the Purchaser shall only have the right to use such Goods and the result of the Services performed for the agreed purposes. In the event of the Purchaser being desirous of using the Goods already supplied to him or the result of the Services performed for any other purpose, the Purchaser shall have to obtain the prior written approval of FELDER in this regard.
8. TIME AND PLACE OF DELIVERY
8.1 Delivery deadlines shall commence on the date stipulated in the Delivery Schedule, subject to the Purchaser providing FELDER with all the necessary information and specification for the manufacture of the Goods/providing Services and subject to acts of Force Majeure. It is hereby clarified that it is a condition precedent that the Purchaser provides FELDER with all the necessary documentation / information/ specification to enable FELDER to meet the stipulated dates of delivery as specified in the Delivery Schedule. The delivery deadline for FELDER shall be extended, in the event the delivery of the Goods or Service provided is delayed due to circumstances not caused by FELDER and/or due to Force Majeure and the effect of which FELDER could not reasonable have been able to eliminate, by the period for which the occurrence continues. In the event that performance of the contractual obligation becomes impossible as a result of any acts not caused by FELDER and/or of Force Majeure, FELDER shall be entitled to cease the performance of its contractual obligation under these Conditions or the Purchase Order without giving rise to an entitlement to claim compensation on the part of the Purchaser.
8.2 Indications of delivery time are not binding. The delivery requirements will be deemed fulfilled if the delivery item has reached FELDER’s warehouse/factory premises or notice of readiness for shipment has been given. Felder shall not be liable for delay in delivery due to any delay on part of purchaser for supplying delivery information, documents, tax information and documents as prerequired for making delivery, non-confirmation of transport or logistic arrangements or any other reasons attributable to purchaser.
8.3 To the extent that FELDER is not supplied with Goods by its supplier, for reasons beyond FELDER’s control, FELDER may rescind the order without incurring any liability (except returning the advance amounts, if any), if it is unable to agree with the Purchaser on an alternative solution, such as postponing delivery to a later date. FELDER shall promptly inform the Purchaser of any non-delivery or untimely deliveries by third-party suppliers/sub-suppliers. In the case FELDER cancels the Purchase Order, it shall reimburse the Purchaser payments already made against such Purchase Order without any costs, damages or interests, in accordance with the legal provisions.
8.4 The Goods shall be delivered in standard packing as per the Delivery Schedules at a predetermined place and all deliveries shall be made, Ex-Works / Ex FELDER Warehouse, by FELDER at the Purchaser’s risk & expenses and the mode of transport shall be at the option of the Purchaser (unless otherwise agreed by the Purchaser in writing).
8.5 FELDER is entitled to make partial deliveries prior to the stipulated timelines.
9. PRICE INVOICING PAYMENT AND WAREHOUSING CHARGES
9.1 [The prices and the amounts payable by the Purchaser to FELDER post execution of the order, depend on the general development of prices or values of Goods and Services in the market that have a direct influence on FELDER’s total production cost (such as, in particular, collective wage agreements or changes in material prices), changes (both, increases or reductions). In such a situation FELDER may call upon the Purchaser for payment of aforementioned expenses on such mutual agreeable terms. In the event the Purchaser refuses on such costs / expenses, the FELDER will be entitled to terminate this Contract. FELDER shall not be liable to furnish any kind of proof of these changes to the Purchaser whatsoever.
9.2 These Prices of the Machine are valid for a period of 180 (One Hundred and Eighty) days from the date of Delivery Time mentioned in the Order Confirmation and confirmed by Customer.
9.3 Prices for the Goods/Services quoted by FELDER are Ex Works /Ex FELDER Warehouse and do not include any taxes, packing, duties, freight Insurances etc. for transportation from FELDER’s warehouse or a predetermined place of dispatch by FELDER to the Purchaser’s warehouse/factory.
9.4 The price quoted by FELDER for the Goods however includes customs duties and other costs of transportation including insurance from FELDER KG to FELDER’s warehouse in India. The prices may increase if the Government of India increases customs duty or any other applicable taxes, after the quotes are made and before the Goods are delivered to the Purchaser and the Purchaser shall be liable to bear such additional customs duty or such applicable taxes.
9.5 The prices offered herein are applicable only to the Conditions herein and FELDER is entitled to revise the prices of the Goods at its discretion for any further orders. FELDER would inform the Purchaser the expected time for the delivery of the Goods. The Purchaser shall pick up the Goods from FELDER’s warehouse or at predetermined delivery place within 30 (Thirty) days of the intimation of deliver date committed by FELDER to the Purchaser. If the Purchaser fails to pick up the Goods from FELDER’s warehouse or any such place instructed or predetermined, then the Purchaser would be liable to pay the warehouse charges as per clause 9.8 and late pick up charges as per clause 9.9 over and above any charges or costs stipulated herein.
9.6 FELDER podrá resolver el presente contrato en caso de incumplir el comprador lo indicado en los puntos 1 a 5 de esta sección.
9.6 All payments for supply of Goods/Services shall be made 100% in advance. Any delay on the part of the Purchaser to pay for the Goods/Services supplied shall entitle FELDER to the following:
a) An interest of 18% per annum for every such day of delay; and
b) Right to repossess the Goods/result of Services performed and to claim compensation for the same. All or any taxes that become applicable to this transaction shall be borne by the Purchaser.
9.7 The Purchaser is not entitled to offset any amounts against FELDER’s accounts receivable, unless his claim for counter balancing is undisputed and agreed to be offset by FELDER.
9.8 Warehousing Charges
FELDER shall provide a period of 30 (Thirty) days from a mutual agreeable delivery date as per the OC, which shall be free of warehousing charges. In the event if the customer fails to release the payment and take delivery of its product as mentioned aforesaid, then warehouse charges calculated on the basis of per sq. ft. or minimum amount of Rs. 1200 (Rupees Twelve Hundred only) per/ week/ machine, whichever is higher (so calculated on per day basis of delay) shall be levied on the customer (“Warehousing Charges”). Applicable GST shall be charged on such warehousing charges.
9.9 Late Pick Up Charges
In addition to the Warehousing Charges as set out hereinabove, the Purchaser shall be liable to pay an additional sum of Rs. 1500/- (Rupees Fifteen Hundred only) plus applicable GST per week per machine in case of delay in pick-up of Goods as late pick up charges (“Late Pick Up Charges”).
9.10 Goods and Service Tax (GST) shall be borne by the customer. Customer shall provide correct tax information with respect to GST registration, e way bill and other local compliances. Felder shall not be responsible for any losses or unavailability of GST credits to Customer due to any wrong information, tax details or non-compliances from customer. Customer shall be liable for providing all correct tax and other details while placing order or purchase on e-shop.
9.11 In case, Customer shall be required to deduct any taxes on payments made to Felder for purchase of goods or services, as per Income Tax Act, 1961, customer shall provide quarterly TDS certificate as per local compliances to Felder with correct tax information. Initially customer shall make full payments without considering tax deducted amount. Once as per tax compliances tax credits are available with Felder, customer shall raise a debit note for the TDS certificate amount along with copy of TDS certificate. Felder shall make payments for such debit note for TDS amount within 30 days of receipts of such debit note subject to verification of TDS credit.
10. INSTALLATION AND TRAINING
FELDER agrees to provide installation and training facilities excluding the travel and boarding expenses of the technicians for the installation& trainings. The Purchaser shall be ready with the installation requirements (space, raw material, electrical connections, and tools). Purchaser shall intimate to Felder such requirements of installation with confirmation of readiness of installation requirements. Details about the requirement shall be communicated at least 15(Fifteen)days prior to the actual installation. 1 (One) week prior notice must be given to FELDER to allow smooth installation. If the delay is beyond FELDER’s control, for reasons of shortage of the aforesaid notice period, then the Purchaser shall be liable for all extra costs involved.
11. WARRANTY / LIABILITY FOR MATERIAL DEFECTS
11.1 FELDER warrants and represents that the Goods will conform to the description and specifications of the Purchaser and would be free from defects in material and workmanship for a period of 12(Twelve) months from the date the risk of the Goods passes to the Purchaser.
11.2 The Delivery Process that needs to be followed is set out hereinunder:
a) The Goods once reach Purchaser’s factory or the Purchaser’s delivery address, needs to be inspected by the Purchaser in the vehicle before unloading the same and the Purchaser shall take necessary photographs to his/her satisfaction;
b) The Goods shall be unloaded by the Purchaser at his/her own risk and FELDER shall not be liable for the same;
c) Thereafter the Goods shall be placed in the factory / or the delivery address of the Purchaser;
d) The Purchaser shall ensure that the Goods shall not be unpacked or opened unless FELDER´s representative is present at the time of opening/unpacking the Goods. In other words, the warranty shall be considered waived, if the Purchaser unpacks or opens up the packing in the absence of FELDER’s representative. It is evident to say that the Goods shall be inspected externally and the Purchaser shall substantiate its point by evidencing enough proof in case of damaged Goods before unloading the same at the Purchaser’s premise (i.e. while it is still in the truck); and
e) In the event the Goods are damaged during transport so arranged by FELDER, the Purchaser shall notify team FELDER India by substantiating it says by necessary proof.
11.3 The Purchaser shall inspect the machine in 2 (Two) ways as mentioned below:
a) Physical inspection: The Inspection as per the delivery clause shall be done as mentioned in point 11.2 hereinabove and in case of any issues the Purchaser to notify within 24 (Twenty-Four) hours.
b) Installation & Commissioning inspection: In case of any issues, the Purchaser shall notify before signing the installation report.
11.4 Any complaints about the delivered item must reach FELDER within 7 (Seven) working days in respect of any defect, default, shortage, which would be apparent from a reasonable inspection on delivery. Any use of the delivered items shall be deemed to be an unconditional acceptance of the delivered items as of the date of delivery and a waiver of all claims in respect of the same.
11.5 Defects in parts of the delivered items do not entitle the Purchaser to reject the entire delivery of the items, unless such defect hampers the completeness or usability of the delivered item.
11.6 In the event of any failure / malfunction during the warranty period, FELDER’s obligation shall be limited to rectifying, repairing or replacing the defective Goods, at FELDER’s service station, on receipt of the Goods at any location of FELDER in India. However, in the event of FELDER or the Purchaser disputing the quality of the Goods supplied, the same shall be referred to a neutral laboratory, to be mutually appointed by both the Parties i.e. the Purchaser and FELDER. Only if the neutral laboratory confirms any latent defects in the Goods FELDER will be liable to rectify/replace such Goods. Replaced parts will become FELDER’s property and shall be returned to FELDER by the Purchaser. Any defects confirmed by the neutral laboratory shall not give rise to any claim for any costs or damage including contractual, civil or criminal claim against Felder, for purchaser except as right for rectification of such defect or replacement of defective parts or goods.
11.7 The abovementioned warranties are inclusive of all other warranties and no other warranty, whether written or oral, express or implied is applicable to the sale or the use of the Goods. FELDER specifically disclaims any implied warranties or merchantability and fitness for a particular purpose with regard to the Goods.
The Purchaser shall be obliged to allow FELDER to eliminate the defect(s) involved, in particular, further shall grant FELDER access to item(s) supplied that are in its possession.
11.8 The Purchaser is not entitled to remedy defects himself or have them remedied by third parties.
11.9 FELDER however cannot be held responsible for any defects in the Goods arising out of faulty information/specifications provided by the Purchaser.
11.10 No claims for alleged defects shall be accepted by FELDER for improper assembly, start-up, usage, handling, storage, maintenance, repair, restoration, or modification of the item(s) supplied by the Purchaser or third parties, for damage to the item(s) supplied due to normal wear and tear, employment of unsuitable operating supplies, or for other circumstances attributable to the Purchaser or third parties.
11.11 any purchaser accepting offer or buying any goods or services from Felder in store purchase or from e shop understood these terms of warranties and defect policies before accepting such offer or buying any goods or services.
11.12 Felder shall not entertain any return of any products or parts thereof or refund any advances or sales consideration except as provided in these terms and conditions. Any exceptions under these terms and conditions for any returns or refunds by Felder shall be governed by Clause 20 (“Waiver”)
12. LIMITATION OF LIABILITY
12.1 FELDER’s cumulative liability for any or all FELDER’s obligations/breach/non-performance of the Conditions herein shall not exceed the consideration amount received by FELDER, with respect to the Purchase Order, under any circumstances whatsoever.
12.2 The Purchaser shall not avail any technical services (or any other services) from any external party, (not recognized by FELDER) other than FELDER for its machines manufactured under the brand name FELDER or any other brand belonging to the Felder group. In the event the Purchaser/s avails any technical services or any other services) for its machines manufactured under the brand - FELDER or any other brand belonging to the Felder group from any external party not recognized by FELDER, then in that event FELDER’S warranty/ responsibility/obligations under this contract to rectify/repair or replace the machine(as the case may be) shall cease and FELDER shall neither undertake any responsibility to provide any services under the contract (either technical or otherwise) nor shall FELDER be liable for any loss caused to its Purchaser. In such circumstances to mention the warranty of that particular machine under the contract shall lapse and cancel with immediate effect.
12.3 FELDER shall not be liable / responsible for any loss / damage, caused due to malfunctioning of the machine, to its Purchaser/s for services (technical or otherwise) so availed by the Purchaser from any external vendor/s not recognized by FELDER. In such circumstances, FELDER’s standard service costs shall no longer be applicable for the service of machines in the event services are availed from any external vendors.
12.4 FELDER shall not be liable for damage not exhibited by the delivered Goods themselves. In particular, FELDER shall under no circumstances be liable to Purchaser or any other person for any kind of special, incidental, indirect, consequential, or punitive damage loss, cost or expense, including without limitation, damage based upon loss of goodwill, lost sales or profit, work stoppage, production failure, impairment of other Goods or based on any other cause, whether arising out of or in breach of warranty, contract, misrepresentation, negligence or otherwise.
13. INTELLECTUAL PROPERTY RIGHTS
13.1 FELDER is the sole owner of all the Intellectual Property Rights in the Goods/Services supplied and that the Purchaser shall have no claim in this regard over FELDER for any reason whatsoever.
13.2 The Purchaser is liable to promptly notify FELDER, if there is an alleged infringement of the Intellectual Property Rights of FELDER by any other Intellectual Property Rights of FELDER in the Goods and further agrees to assist FELDER in protecting its right with regard to such alleged infringement.
13.3 The Purchaser shall not commit any act that damage or infringes the Intellectual Property Rights of FELDER. In the event of the Purchaser violating or infringing the Intellectual Property Rights of FELDER for any reason whatsoever the Purchaser shall be liable to indemnify FELDER for all such losses and damages caused to FELDER as a result of such violation.
13.4 In addition to the above, the Purchaser shall not reverse engineer, copy, reproduce or make similar designs as that of the Goods/result of Services provided by FELDER either directly or indirectly, during the term of these Conditions or thereafter.
14. TERMINATION AND SUSPENSION
14.1 If Purchaser is in default of performance of its obligations towards FELDER or if Purchaser becomes insolvent or unable to pay its debts as they mature, or goes into liquidation (other than for the purpose of a reconstruction or amalgamation) or any bankruptcy proceeding shall be instituted by or against Purchaser or if a trustee or receiver or administrator is appointed for all or a substantial part of the assets of Purchaser or if Purchaser enters into a deed of arrangement or makes any assignment for the benefit of its creditors, then FELDER may by notice in writing forthwith, without prejudice to any of its other rights:
a) demand return and take repossession of any delivered items/Goods which have not been paid for and all costs relating to the recovery of the delivered items/Goods shall be for the account of Purchaser; and/or
b) demand consideration and/or compensation for the Services provided by FELDER, which have not been paid for and all costs relating to the Services shall be for the account of Purchaser; and/or
c) suspend his performance or terminate the confirmed Purchase Order for pending delivery of items/Goods or Services, unless Purchaser makes such payment for such Goods/Services on a cash in advance basis or provides adequate assurance of such payment for Goods/Services to FELDER and such terms are agreed by the FELDER in writing.
14.2 FELDER reserves the right to claim higher damages for default by Purchaser.
14.3 In any such event of Section 14.1 all outstanding claims of FELDER shall become due and payable immediately with respect to the Goods delivered to Purchaser.
The Purchaser herein shall not be entitled to assign a part or the whole of these Conditions to any third party without the prior written consent of FELDER.
16.1 All or any information disclosed by FELDER to the Purchaser under the terms and Conditions of the Purchase Order and/or Contract shall be treated as confidential information. Confidential information may also include information disclosed to the Purchaser by third parties on behalf of FELDER. The Purchaser agrees to keep confidential all such information and shall not disclose the same, either in whole or in part to any third party without the FELDER’s prior written consent.
16.2 For the duration of the Purchase Order and/or Contract and thereafter, The Purchaser shall maintain strictly confidential and secret any information passed on by the FELDER to the Purchaser and shall not disclose any such information to any person, association, or any other entity, for any reason or purpose whatsoever, unless it has been expressly authorized by the FELDER in writing to do so, or, such information has already become common knowledge.
16.3 The Purchaser shall return at any time upon request, any and all copies of such information in its possession.
The relationship between FELDER and the Purchaser shall be on a principal to principal basis and nothing in this Agreement shall be deemed to have created a relationship of a contractor, joint venture partner and agent between the Parties. None of the employees of the Purchaser shall be considered as employees of FELDER for any reason whatsoever.
18. FORCE MAJEURE
If either Party’s i.e. either FELDER’s or Purchaser’s, performance or any of its obligations hereunder is prevented, restricted or interfered with by reason due to acts of God, floods, cyclones, terrorism, earthquakes, fires, wars, riots, strikes, labor disputes, violence, (unless caused by the acts or omissions of the Parties, or their failure to act in a good faith to resolve the same), orders of governmental or other statutory authorities, national emergency, non-supply by the supplier of FELDER or Force Majeure with the supplier of FELDER or any act or condition of similar nature whatsoever beyond the reasonable control of Parties(each such occurrence being hereinafter referred to as “Force Majeure”) then such Party shall be excused from such performance to the extent of such prevention, restriction and interference provided, however, that such Party shall give prompt notice to the other Party of such Force Majeure, including a description, reasonably specifying the cause of non-performance hereunder, whenever such causes are removed. In the event that the Parties‘ performance or any of its obligations hereunder is delayed as a result of a Force Majeure, the term of the Purchase Order and/or Contract shall be extended by a period equal to such delay provided, however in case either Party is unable to perform any material obligation under this Agreement for a continuous period of180 (One hundred and Eighty) days because of any Force Majeure, then the other Party shall have the right to terminate this Agreement (without prejudice to any rights such Party may have against the Party who has been unable to perform) effective30(Thirty) days after the expiration of such 180 (One hundred and Eighty) days period. However, in case of such termination, no Party shall have a right to claim any damages, loss from the other Party.
Should one of the provisions contained in these Conditions or a provision made in connection with other agreements become ineffective, the validity of the remaining provisions or of individual agreements shall remain unaffected. In this case, either of the contracting Parties may request agreement on a valid provision which resembles as closely as possible the economic and legal purpose of the ineffective provision.
Failure by FELDER to enforce at any time any provision of the Conditions shall not be construed as a waiver of FELDER’s right to act or to enforce any such term or condition and FELDER’s rights shall not be affected by any delay, failure or omission to enforce any such provision. No waiver by FELDER of any breach of Purchaser’s obligations shall constitute a waiver of any other prior or subsequent breach.
21. ARBITRATION AND GOVERNING LAW
21.1 Any dispute, controversy or claim arising out of or in connection with these Conditions of sale and delivery, or the breach, termination or invalidity thereof, shall be settled by arbitration at the International chamber of Commerce.
21.2 All such Arbitration proceedings shall be held in Mumbai as per the provisions of the Indian Arbitration and Conciliation Act, 1996. The arbitral tribunal shall be composed of [sole arbitrator to be appointed by mutual consent of the Parties].
21.3 These Conditions shall be governed by the substantive law of India and subject to the arbitration proceedings, the courts of Mumbai shall have exclusive jurisdiction to over such dispute, irrespective of place of contract, acceptance of offer or order for buy product or services through in store purchase or through e shop of Felder.
FELDER GROUP, FELDER, FORMAT4, HAMMER and World4Machines MACHINE MARKET are registered trademarks of the FELDER KG, KR-FELDER-Straße 1, 6060 Hall in Tirol, AUSTRIA
Beneficiary name FELDER Woodworking Machines Pvt. Ltd.
HDFC Bank Account no.: 05462320000759, RTGS/NEFT/IFSC: HDFC0000546
State Bank of India Account no.: 32117282168, RTGS/NEFT/IFSC: SBIN0000566
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FELDER Woodworking Machines Pvt. Ltd. mechanical engineering
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