DEIF India Pvt. Ltd Terms and Conditions of Sale and Delivery for Products The present Terms and Conditions of Sale and Delivery shall apply to all orders placed with and all deliveries made by DEIF India Pvt. Ltd (hereafter referred to as “DEIF”) unless otherwise agreed in writing. 1. QUOTATIONS All quotations are based on the sales prices, customs duty rates, exchange rates, taxes, etc. applicable on the date of the quotation. Notwithstanding the provision contained in item 2, DEIF reserves the right to adjust the final sales price in case of changes in the above-mentioned rates and taxes after the issue of the quotation. penalty exceed eight per cent of the purchase sum exclusive of applicable duties and taxes for the part of the delivery which is delayed. In the event of delays exceeding eight weeks, the customer is furthermore entitled to request in writing that the agreement be cancelled, unless delivery is effected within 14 days thereof. 2. ORDERS 10. DEFECTS AND NON-COMPLIANCE All orders are binding on the party placing the order, for which DEIF is obliged and entitled to remedy any defects or non- reason any changes to or cancellation of any order are subject to compliance in accordance with the contents of the present DEIF’s prior written acceptance. Concurrently with the placing of an provision. DEIF is liable for the defects or non-compliance which is order, the customer is obliged to advise whether the customer attributable to DEIF, and which result from defects in design, himself will be responsible for collecting the order, cf. item 3. materials, software or manufacture. DEIF is not liable for any defects or non-compliance whatsoever in materials supplied by the 3. DELIVERY customer, in designs made by the customer nor in designs made All orders are delivered EXW Mumbai (Incoterms 2020). If the by DEIF in accordance with customer specifications. DEIF is not customer has not informed DEIF of the collection of the product at liable for defects caused by inadequate maintenance, by the the time of order placement at the latest, DEIF is entitled to arrange customer’s use of the product sold in a way in which it was not for the transportation of the product to the customer - at the intended to be used, by incorrect assembly or installation on the customer’s expense and at his risk. part of the customer, by changes carried out by the customer without DEIF’s consent in writing, by repairs performed by the 4. TIME OF DELIVERY customer or by ordinary wear and tear. DEIF is not liable for any The time of delivery is stated in the order confirmation issued by consequences of the customer’s incorrect installation or use of DEIF. product software updates made available to the customer. DEIF is in no event liable for any defects or non-compliance in any product 5. RETENTION OF TITLE sold more than two years after delivery. DEIF can be held liable for DEIF shall retain the full title to the product delivered until the defects or non-compliance only if the defective or non-compliant purchase sum, including any interest accrued, is paid in full, cf. products are returned to DEIF in suitable packaging and only to the below. extent that DEIF, at its sole discretion, confirms the existence of the alleged defects or noncompliance. In the event DEIF 6. INTELLECTUAL PROPERTY RIGHTS AND DATA determines that the returned products are neither defective nor Subject to the provisions set forth herein, the sale by DEIF of a non-compliant, DEIF is entitled to charge the customer any costs product implies the non-exclusive and non-transferable license to which DEIF has incurred on account of the unfounded allegations customer under any of DEIF’s intellectual property rights (“DEIF of defects or non-compliance by the customer. The liability, if any, IPR”) of DEIF for damages - whether arising from breach of the terms (1) to use and resell products as sold by DEIF to customer, as well agreed for the supply of products, is limited to an amount not as exceeding the purchase sum giving rise to the liability. (2) to use and resell systems of products manufactured by or on behalf of customer that include one or more of such DEIF products. 11. COMPLAINTS To the extent that software and/or documentation is embedded or The customer shall submit any complaint in writing to DEIF and made available by DEIF for downloading into a product, the sale of such complaint shall be submitted as soon as any defect or non- such product shall not constitute the transfer of ownership rights compliance has been observed or should have been observed, but or title to such software and/or documentation to customer, but, in no event later than two years after the product has been subject to the provisions set forth herein, shall only imply a non- delivered to the customer. In the event the time limit allowed for exclusive license to customer under DEIF IPR to use such software complaints passes, the customer’s right to hold DEIF liable because and/or documentation in conjunction with and as embedded in the of the defect or non-compliance observed shall lapse. product. 12. PRODUCT LIABILITY 7. TAXES AND OTHER CHARGES DEIF is liable for personal injury only if such injury is attributable to Any sales tax, excise duty, other duty, inspection or test fee, or any products supplied by DEIF, and only if such injury is attributable to other tax, fee or charge imposed by any governmental authority or DEIF’s negligence or negligence of persons for whom DEIF is liable. measured by the transaction between DEIF and the customer, shall DEIF is only liable for damage to property in accordance with the be paid by the customer in addition to the prices quoted or provisions contained in the Indian legislation and case law invoiced. If DEIF is required to pay any such tax, fee or charge, the governing product liability and with regard to international trans- customer shall reimburse DEIF thereof or shall at the time when the actions only in accordance with the first sentence. DEIF is not liable order is submitted provide DEIF with an exemption certificate or for damage or injury caused by products made by the customer or another document acceptable to the authority imposing the tax, fee by products which include components made by the customer or or charge. in which products made by the customer have been incorporated, when such damage is attributable to the customer’s products. If a 8. PAYMENT third party, for example the customer’s customer, seeks to hold Unless otherwise agreed, invoices issued by DEIF are due 30 days DEIF liable for damage or injury, the customer is obliged to after the invoice date. In the event of a delay in payment, interest indemnify DEIF in connection with any costs incurred by DEIF as a is payable at a rate of 18 per cent yearly from the due date and until result thereof, including any loss, cost or liability, compensation payment. In connection with the fulfilment of orders placed by payable, attorney’s fees and costs, etc. The customer is, enterprises with which DEIF has not previously traded, invoices are furthermore, in support of DEIF, obliged to enter into any court payable upon receipt thereof. The customer is in no event entitled proceedings or arbitration case instituted against DEIF by the third to withhold payment without prior acceptance in writing from DEIF. party. 9. DELAY 13. INDIRECT LOSSES In the event that delivery is delayed by more than two weeks, the DEIF is in no event liable for the customer’s operating loss, loss of customer is entitled to a penalty amounting to one per cent of the earnings, installation costs, loss of profits, loss of or damage to purchase sum exclusive of applicable duties and taxes per week data, or any other indirect loss, including any loss resulting from for that part of the delivery which is delayed. In no event can this the customer’s legal relationship with any third party. Ref.: 4040000028I Page 1 of 2
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