General Terms and Conditions of Sale

Interpretation

In these Conditions:

‘Buyer’ means any customer who accepts a quotation of the Seller for the sale of the Goods or whose order for supply of the Goods is accepted by the Seller.

Commissioning’ means (and is deemed to have occurred) when material is first time processed through the plant / equipment supplied by the Seller.

Conditions’ means the terms and conditions set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller

Contract’ means the contract for the purchase and supply / sale of the Goods

Delivery’ means the handing over of the goods to the carrier by the Seller.

Goods’ means the Equipment and / or Plant (including any instalment of the Equipment / Plant or any parts thereof) which the Seller is to supply in accordance with these Conditions.

Order’ means an Order / Letter of Intent issued by the Buyer

Seller / Supplier’ means CFlo World Limited (CFlo).

The headings in these Conditions are for convenience only and shall not affect their interpretation.

The Contract shall be on these Conditions except and limited to the extent of any change as agreed to by the Supplier / Seller in writing prior to the date of the Order. The Contract shall be on these Conditions except and limited to the extent of any change as agreed to by the Supplier / Seller in writing prior to the date of the Order.

No terms or conditions endorsed upon, delivered with or contained in the Buyer’s purchase order, confirmation of order specification or other documents will form part of the Contract simply as a result of such document being referred to in the Contract.

The amendments to the Order shall be valid only if accepted by the Seller / Supplier in writing and countersigned by an authorised representative of the Seller.

Basis of the Sale / Supply

The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract

No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.

Orders and specifications

The Seller will acknowledge the order from the buyer.

The Buyer shall be responsible to the Seller for ensuring the accuracy of the specification / information, etc given to the Seller.

The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).

No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.

In the absence of any written performance criteria, the Seller’s obligations will be limited to those stated in the Order.

Price of the goods

The price of the Goods shall be the Seller’s quoted price and within the validity period as offered.

The Seller reserves the right to increase the price of the Goods in the event the Buyer requests change(s) in delivery dates / quantities / specifications for the Goods and / or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.

Except as otherwise stated under the terms of any quotation and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on an Ex Works basis.

The price is exclusive of any applicable taxes / duties / levies, etc which the Buyer shall be additionally liable to pay to the Seller.

Terms of payment

Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods at the times and in the proportions set out in clause 5.3 below.

100% payment by way of confirmed irrevocable Letter of Credit without recourse duly confirmed by a first class bank acceptable to CFlo. Charges on account of L/C opening and L/C confirmation are to be borne by the Customer.

CFlo World Limited reserves the right to require an advance payment, in which case the advance payment shall amount to 30% of the Price and the balance, i.e. 70% of the Price shall be paid by way of irrevocable Letter of Credit as set forth above.

• Following delivery, if the Goods have not been installed and / or commissioned within two month from the date of delivery, for reasons outside of the Sellers control, then the Seller will be entitled to receive the outstanding amount owing on the total price of the Goods subject to Clause 5.2 above.
• If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to charge the Buyer interest at the rate of 3 per cent per annum above RBI rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

Delivery

The Buyer authorises the Seller to entrust the Goods to a carrier to be selected by the Seller for delivery to the Buyer, the costs of delivery to be for the Buyer’s account unless otherwise agreed with the Seller.

Where Goods are collected ex works either by the Buyer’s own transport or by a carrier employed by him or the Seller, the Seller’s responsibility shall cease when the Goods are handed over to the carrier.

Where Goods are dispatched by a carrier:

• Damage / loss in transit must be notified both to the Seller and the Carrier within three days of receipt of the Goods and details of the damage for claim purposes, shall be furnished to the Seller within six days of receipt.
• The Buyer shall be solely responsible for unloading of Goods at the point of delivery. The Buyer shall unload and inspect the Goods immediately on their arrival at its premises, unless the contrary is agreed in writing with the Seller.

Risk and property

Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.

Services

The Seller shall commence installation of the Goods on a date agreed in writing between the Seller and the Buyer if agreed to in the Order. Buyer shall prepare the area of installation with a suitable installation environment for the Goods.

The Seller’s personnel shall be their employees or sub-contractors of the Seller and under no circumstances shall there arise or exist the relationship of employer and employee between the Buyer and the Seller’s personnel notwithstanding any degree of supervision which may be exercised over the Seller’s personnel by the Buyer.

Any ideas, concepts, know-how or techniques and all rights therein developed by the Seller during execution of the services will be owned by the Seller.

Warranties and liability

Subject to the conditions set out below, the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship. Warranty is provided on ex-works basis, conditional and limited to repair or replacement of the parts proved defective within the stipulated warranty period in normal working condition. The warranty is provided to the original purchaser of the equipment only. Whichever of the following measures is sooner shall apply as the warranty term:

• 18 months from the date of purchase
• 12 months from the date of commissioning
• 2,000 hours of operation

In no event shall CFlo World Limited be liable for incidental, consequential, statutory or exemplary damages, economic losses or bodily injury, whether direct or indirect.

The warranty does not apply to:

• Normal maintenance or normal maintenance parts & consumables (e.g. wear liners, conveyor & other belts, bolts, screen mats, chutes, pipes etc.)
• Any electrical item including motor & control panel
• Products, which have been changed or modified without prior written consent
• Any product improperly repaired by other agencies other than the manufacturer
• Products used with attachment not made by the Seller
• Products operated beyond their rated capacity
• Products used with un-original spare parts
• Damages resulting from any accident or improper handling of the product

The above warranty is given by the Seller subject to the following conditions:

The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;

• The Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval;
• The Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;
• In the event that material entering the process differs from the material that the plant was originally designed for then it is the Buyer’s responsibility to ensure that they have the Seller’s confirmation in writing, or otherwise, that the plant will be able to process the new material

Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall be notified to the Seller within 7 days from the date of receipt or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.

Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge and the Seller shall have no further liability to the Buyer.

Notwithstanding any of the other provisions of these Conditions, the Seller shall not be liable to the Buyer for any indirect, special or consequential loss or damage (whether for loss of profit or otherwise),

The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:

• Act of God, explosion, flood, tempest, fire or accident;
• War or threat of war, sabotage, insurrection, civil disturbance or requisition;
• Acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental or local authority;
• Import or export regulations or embargoes;
• Strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);

Confidentiality and Intellectual Property Rights

The Buyer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Buyer by the Seller or its agents and any other confidential information concerning the Seller’s business or its products which the Buyer may obtain and the Buyer shall restrict disclosure of such confidential material to such of its employees, agents or sub-contractors as need to know the same and shall ensure that such employees, agents or sub-contractors are subject to the same obligations of confidentiality as bind the Buyer.

Materials, equipment, tools, copyright, design rights or any other forms of intellectual property rights in all drawings, specifications and data supplied by the Seller to the Buyer or not so supplied if used by the Buyer specifically in the manufacture of the Goods shall at all times be and remain the exclusive property of the Seller but shall be held by the Buyer in safe custody at its own risk and maintained and kept in good condition by the Buyer until returned to the Seller and shall not be disposed of other than in accordance with the Seller’s written instructions, nor shall such items be used otherwise than as authorised by the Seller in writing.

General

No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.

The Seller may, by giving notice in writing to the Buyer, arrange to view the Goods wherever they may be situated for the purpose of demonstrating the Goods to potential customers of similar Goods.

The Contract shall be governed by the laws of India and the Courts in Kolkata shall have exclusive jurisdiction over any dispute or difference arising under or in connection with this Contract.