Buyer Seller Terms

These Terms of Sale constitute a legally binding agreement between the buyer and seller and do not require a physical, electronic, or digital signature. By purchasing goods, the buyer confirms their understanding and acceptance of these terms. In the following terms and conditions “The Company” shall be referred to as “Seller” and “The Customer” shall be referred to as “Buyer”.

1. General Information: These terms and conditions apply to all orders and supersede any prior terms and conditions. Receipt of acknowledgement of order by “the Buyer”, constitutes the Buyers acceptance Sellers terms and conditions will only be applicable to the contract notwithstanding any purported terms put forward by the buyer.

2. Technical Advice: -The advice provided by the Seller's authorized representative is offered in good faith and is intended for general guidance purposes only. It is important to note that the Seller cannot be held liable for manufacturer errors or circumstances that are beyond its control. Therefore, it is incumbent upon the Buyer to ensure that the product aligns with their intended purpose by adhering to the manufacturer's recommendations. 

3. Samples: -Samples are provided to assist the Buyer in evaluating the quality of the goods; however, it is important to note that the provision of samples does not constitute a sale by sample. Therefore, it should be understood that the final product may not precisely match the provided samples.

4. Quotations & Prices: -Quotations provided by the Seller are offered in good faith and are based on current costs, and it is important to note that they may be amended without prior notice. Any changes to the quotations apply on the date of invoice or dispatch, regardless of the order date. Furthermore, it should be understood that the quotations are based on the current stock range. All prices are subject to GST, charged at the rate operative on the invoice date. 

5. Representations: - If the Buyer wishes to rely upon any statement or representation, other than those made in the documents enclosed with the Seller's quotation or acknowledgement of order, it is necessary for the Buyer to set out that statement or representation in a document to be attached to or endorsed on the order. In such a case, the Seller reserves the right to confirm, reject, or clarify the point and may create a new quotation.

6. Orders: -Special orders for non-stock goods cannot be cancelled once the Seller has placed an order with the manufacturer/supplier. Additionally, the Seller reserves the right to refuse the cancellation of orders for goods that are ready for dispatch, in transit, or in the process of manufacture. 

7. Goods Supply and Return Policy: - Goods supplied are non-returnable and non-exchangeable, except where explicitly stated in writing by the Seller. Returns of excess stock products may be accepted within a specified period, provided they are in their original packaging and unused, excluding special orders, clearance items, or bespoke products. The Seller reserves the right to deliver up to 10% more or less than the ordered quantity, and the Buyer must accept such variations. Any claims or discrepancies regarding the goods must be notified to the Seller within a specified period from delivery for resolution. Special conditions in Buyer orders will only be valid if they do not conflict with these terms, unless specifically agreed upon by the Seller.

8. Goods Acceptance and Delivery: -Acceptance of goods occurs once the Buyer takes possession or makes payment, whichever comes first. Any claims for short delivery, damaged goods, shade variation, or quality issues must be reported at the time of delivery and noted on the delivery receipt. Claims must be received in writing at the Seller's official office within 7 days of receipt, along with pictures and video of unpacking. All damaged goods must be returned before a refund can be issued. The Buyer is responsible for inspecting goods upon delivery and must notify the Seller of any discrepancies or damages within the specified period. Failure to do so will be considered acceptance of the goods in their delivered condition. The Seller is not liable for any damage to Buyer property during delivery and will not be responsible for any delay or failure in delivery due to unforeseen circumstances or external factors. The Buyer must ensure a safe delivery environment, and any additional delivery arrangements or charges will be the responsibility of the Buyer.

9. Indemnification-The Buyer agrees to indemnify and hold the Seller harmless from any loss, damage, or liability arising from the use or resale of the Goods, including any legal costs and expenses incurred in defending such claims.

10. Taxes and Levies: All government-imposed taxes, including but not limited to sales tax, VAT, GST, and other levies, are the sole responsibility of the buyer. The prices quoted for goods or services do not automatically include these taxes unless explicitly stated in writing.

11. Force Majeure:- We cannot be held liable for delivery delays caused by circumstances beyond our reasonable control. These include natural disasters, labor disputes, government actions, semiconductor supply chain disruptions, manufacturing constraints, and other unforeseen events that might impact our ability to fulfill orders.

12. Title and Possession of Goods: -The title and ownership of the goods shall remain with the Seller until full payment is received from the Buyer. Possession of the goods will transfer to the Buyer upon delivery or upon the Buyer's collection of the goods, whichever occurs first. The Buyer acknowledges that the risk of loss or damage to the goods passes to them upon transfer of possession. Until the full payment is made, the Buyer agrees to hold the goods in a fiduciary capacity as the Seller's property and will not sell, transfer, or dispose of the goods in any way that could jeopardize the Seller's ownership rights. If the Buyer defaults on payment, the Seller reserves the right to reclaim possession of the goods, and the Buyer agrees to grant access to retrieve them. The Seller’s title to the goods shall not be affected by any transfer of possession or use by the Buyer until full payment is received. Any goods returned under this clause must be in their original condition and packaging.

13. Risk: - The risk for the condition of goods remains with the Seller until delivery is completed if the Seller delivers using its own vehicle or chosen means. If delivery is by carrier, post, or at the Buyer’s request (including deliveries beyond the nearest hard road), the risk passes to the Buyer once the goods leave the Seller’s premises. The Buyer is responsible for the cost of carriage or transport if delivery is made at their request. Delivery is deemed complete when the goods arrive at the designated destination, before unloading or unpacking. The Seller is not liable for any damages or expenses beyond the original purchase price of the goods, and the Buyer assumes all risks and liabilities related to the use of the products. Additionally, the Buyer acknowledges responsibility for 1.5% of the breakage amount in the event of any breakage at the time of delivery.

14. Trade Credit: -In case of a delay in payment exceeding 45 days, non-payment, or default in payment of any legal dues by the Buyer, details of the default will be uploaded on www.leganapp.com (a part of Legal Empowerment India) to safeguard against default, as our firm/Seller is registered with it. For securing a good credit rating, DEALERS /BuyerS /PERSON/FIRM /Seller/ ORGANIZATION must maintain a good transaction record; otherwise, their trade credit rating will be affected and listed on www.leganapp.com. 

15. Payment:-All payments for goods and services supplied by the Seller are due as specified in the invoice. The standard payment terms are Net 30 days from the invoice date, unless otherwise agreed in writing. The Buyer is obligated to settle the full invoice amount within the prescribed period to avoid any disruptions to the supply of goods or services.

In the event that payment is not made within the agreed timeframe, the Seller reserves the right to charge interest on the overdue amount at a rate of 18% per annum, calculated from the due date until the date the payment is received in full. The Buyer will also be responsible for any collection costs, including legal fees, incurred by the Seller in recovering the overdue payment.

The Seller may, at its discretion, require partial or full prepayment before processing an order or dispatching goods. If payment is not received within the agreed time or if there are concerns about the Buyer's creditworthiness, the Seller reserves the right to withhold delivery, suspend any ongoing services, or cancel the order entirely.

All payments should be made in the currency specified in the invoice. The Buyer is responsible for any bank charges or fees associated with payment processing, including wire transfer fees, currency conversion charges, and other transactional costs.

Any disputes regarding the amount or terms of an invoice must be communicated in writing to the Seller within 7 days of receipt of the invoice. Failure to do so will be considered as acceptance of the invoice as correct and due for payment.

The Seller is not responsible for any delays in payment caused by external circumstances such as banking issues or postal delays. The Buyer should ensure timely payment to avoid penalties and disruptions in service.

These payment terms are subject to change, and the Seller will notify the Buyer of any revisions in writing.

16. Cancellation: -Cancellation of any order or contract will only be accepted if the Buyer agrees to cover all costs, expenses, and losses incurred by the Seller.

17. Claims: - Any claims regarding the condition of goods not visible upon delivery must be communicated in writing via mail within 48 hours. After 48 hours, the goods are deemed accepted as supplied in good condition. No claims will be accepted once goods are used or installed.

18. Override: -The Seller's terms and conditions override any conditions of Sale/Purchase of the Buyer. The Buyer's Conditions are only effective insofar as they do not conflict with the Seller's conditions. 

19. Insolvency:-If the Buyer shall become bankrupt or unable to pay its debts as prescribed by the Insolvency Act, or compound with its creditors, or in the event of a resolution being passed or proceedings commenced for the administration or liquidation of the Buyer (other than for a voluntary winding up for the purpose of reconstruction or amalgamation), or if a Receiver, Manager, Administrator, or Administrative Receiver is appointed for all or any part of its assets or undertaking, the Seller shall be entitled to cancel the contract in whole or in part by notice in writing via mail without prejudice to any right or remedy accrued or accruing to the Seller. 

20.Dispute Settlement and Governing Law: - In the event of any dispute arising between the Parties, the Parties shall first attempt to resolve the dispute in good faith through mandatory pre-filing mediation, conducted by Arco Dispute Resolution Private Limited ('Arbitration Institution'). Within 14 days of the initiation of the dispute, a sole mediator shall be appointed from the Arbitration Institution's panel. The mediation shall be completed within 120 days from the appointment of the mediator.

If the dispute remains unresolved after mediation or if either Party declares in writing that mediation has failed, the dispute shall be referred to arbitration as per the Arbitration Institution's laws, which conform to the Arbitration and Conciliation Act, 1996. Within 14 days of the mediation's failure, a sole arbitrator shall be appointed from the Arbitration Institution's panel to the Parties.

The Parties shall agree on either Surat, Gujarat or Mumbai, Maharashtra as the seat and venue of arbitration. If the Parties fail to agree within 7 days of the arbitrator's appointment, the arbitrator shall determine the seat and venue. The arbitration proceedings shall be conducted in English, Hindi, or Gujarati, as mutually agreed by the Parties. If the Parties fail to agree, English shall be the default language.

The Parties may opt for online arbitration proceedings conducted via Jupitice, Zoom, Google Meet, or Microsoft Teams platforms, subject to the arbitrator's approval and technical feasibility. The losing Party shall bear all reasonable costs incurred in the arbitration, including but not limited to administrative fees, arbitrator's fees, and the winning Party's legal costs.

The arbitration award shall be reasoned, in writing, and shall be final and binding on both Parties. The award shall be enforceable in any court of competent jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of India.

21.Legal Binding and Agreement: These terms are legally binding on both the Seller and the Buyer. 

22.Final Note: All terms are subject to change, with the version present on the invoice at the time of purchase considered definitive. Buyers are encouraged to review the terms carefully and seek clarification on any points before finalizing their order.