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General Conditions

General Terms and Conditions of Sale and Delivery

 

1. Offer, conclusion of Contract

1.1 The following General Terms and Conditions for Sale and Delivery shall apply to all sales, deliveries, quotations, services and contracts of sale for and on behalf of Klingspor India Private Limited (hereinafter referred to as “Klingspor”), unless otherwise specified.

1.2 Conflicting or deviating conditions of purchase or other reservations made by the Purchaser shall not be binding. The receipt of deliveries of our goods/ services shall be deemed as acceptance of our conditions.

1.3 All headings are for guidance only and do not form part of these Conditions of Sale & Delivery.

1.4 Our offers are without engagement, unless agreed upon in writing.

1.5 Documentation relating to the offer, such as brochures, samples, cost estimates are not binding, unless they are expressly designated as such.

1.6 Amendments and modifications of these terms of delivery shall become binding to Klingspor and the Customer only if agreed in writing by director of Klingspor or anyone thus authorized on behalf of any director. The same applies to any change of the afore-mentioned requirements for any goods or documentation in written form.

 

2. Pricing and payments

2.1 Payment will be due not later than the end of the month following the month of Klingspor’s invoice, but Klingspor may require payment in advance of delivery in certain cases. This advance requirement will be intimated in writing to the Customer at the time of finalizing the offer.

2.2 All payments are subject to realization.

2.3 Prices are exclusive of GST (Goods and Service Tax) and other applicable taxes, if any.

2.4 All goods are offered by Klingspor on the basis of the prevailing price list.

2.5 Any changes in pricing will be intimated in writing by Klingspor to the Customer and will be deemed to be accepted if the same is not disputed within a period of 7 days from such receipt of such intimation by the Customer.

2.6 If the order value exceeds the value for free transportation (which is determined at the time of finalizing offer with the Customer), the cost of the transport will be paid by Klingspor.

2.7 All orders are accepted subject to a ‘minimum carriage free order value’.Below this, the transport costs are chargeable to the customer.

2.8 Any orders accepted below the ‘minimum carriage free order value’ will attract an administration charge in addition to the transport charge in 2.7 above.

2.9 ‘Minimum carriage free order values’ are determined in writing at the time of finalizing the offer with the Customer.

2.10 Klingspor reserves the right to claim interest at the rate of 4% per annum OR such rates as may be revised from time to time by Klingspor and shall be calculated on a daily basis on all sums due to Klingspor and unpaid from the date upon which payment is due under these Terms & Conditions until the date upon which payment is made.

2.11 All debt collection charges incurred by Klingspor, including costs of collection agencies will be charged to the customer, if any.

2.12 Samples and specimen products are only delivered against payment, unless the parties have otherwise agreed in writing with Klingspor.

2.13 The price quoted for goods may be increased by Klingspor if Klingspor suffers any increase in the cost of labour, materials and transport between the date of accepting an order placed by the Customer and the date of delivery of the goods concerned. The Customer will be informed of the same before such delivery of goods.

 

3. Variations in the products/ services

3.1 Due to the nature of the manufacturing process both Klingspor and the Customer will make an allowance to each other if there is a reasonable variation in the quantity of goods supplied for each order. Giving appropriate consideration to the interests of the Customer, Klingspor is entitled to make changes to the technical structure and the chemical composition of the ordered products that are subject to usual market quantity and quality tolerances, if it is reasonable for the Customer.

                                                                                                         

4. Delivery

4.1 Force majeure of any kind, unforeseeable production, traffic or shipping disturbances, unforeseeable shortages of labour, utilities or raw materials and supplies, strikes, lockouts, acts of any other hindrances beyond the control of Klingspor which diminish, delay or prevent production, shipment, acceptance or use of the goods, or make it an unreasonable proposition, shall relieve Klingspor from its obligation to supply or deliver, as the case may be, as long as and to the extent that the hindrance prevails. Klingspor shall inform the Customer as soon as possible about the beginning and the end of such hindrances.

4.2 Klingspor reserves the right to execute partial deliveries. As a general rule, goods will be delivered in standard packages.

4.3 Transit insurance and liability for transit losses are borne by Customer unless otherwise mutually agreed to between the parties.

4.4 Any date given for delivery by Klingspor is to be considered as an approximate estimate and delay of 7 days will be considered reasonable.

 

5. Dispatch, Returns, Packaging

5.1 Klingspor reserves the right to choose the route and the mode of transport taking into account the interests of the Customer, unless not otherwise specified. In the event of a change of address, the Customer shall intimate the same to Klingspor.

5.2 Klingspor will not accept the return of any goods sold without its prior agreement. The Customer must inform Klingspor of the rejected goods and the time and quantity of such rejected goods in writing and Klingspor must accept the same in writing.

5.3 Goods specially manufactured at Customer’s specifications will not be returnable in any event.

5.4 Any goods which are authorised to be returned will remain at the risk of the Customer during transportation back to Klingspor.

5.5 If any goods are returned with the agreement of Klingspor a re-stocking charge of 15% plus GST (as applicable),  will be applied and will be invoiced on receipt of the goods.

5.6 The Customer shall send back returnable packing provided by Klingspor, if any, without delay and at his own cost. Any loss or damage of the returnable packing, unless such packing has not been returned to Klingspor, shall be borne by the Customer if he is found responsible for it. Returnable packing, if any, cannot be used for any other purposes or for containing other products. They are exclusively intended for the transportation of the delivered goods. Any marking on such packing must not be removed.
 

6. Damages, Notification of Defects, Liability

6.1 The Customer will at all times determine the suitability of Klingspor’s goods for its intended use and the Customer will not rely upon any representations made by or on behalf of Klingspor.

6.2 Klingspor warrants all its goods to be free of defects and within manufacturing tolerance. The Customer will accept slight imperfections in colour and appearance.

6.3 All defects, damages or shortages must be notified by the Customer within Fifteen (7) days of receipt of goods in writing, together with supporting evidence, samples and packing slips, stating the invoice number and date, and the markings on the packaging. Hidden defects must be notified to Klingspor immediately in writing upon discovery, but latest fifteen days upon discovery.

6.4 Defects are not classified as defects in quality in case of:

natural wear and tear; unsuitable or improper use;
defective installation by the Customer or third parties; improper/ careless/ incorrect treatment;
ignorance of the relevant user manuals;use of unsuitable means of operation;
use of unsuitable replacement materials and parts;
improper storage
Lack of or improper maintenance by the Customer or third parties, as far as these are not authorised by the manufacturer to maintain the machines.
Changes to the delivery item by the Customer (or any third party commissioned by the Customer), unless there is no causal relation between the defect in quality and the change;


6.5 No claims will be recognized unless notified in writing within 15 days after receipt of goods.

6.6 Customer will be liable to complete all obligations and compliances under the CGST Act, IGST Act, and respective SGST/UTGST acts, specifically the e-way bill regulations issued under the said acts, as amended from time to time. If the Customer fails to do so, Klingspor will be entitled to claim compensation upto the amount receivable for credits as may be receivable under the above acts or E way bill, or claim compensation upto the amount of any penalties imposed on Klingspor due to negligence and non-compliance of Customer.

6.7 Klingspor reserves the right to deal with goods which are defective or damaged in the best possible manner. The decision of Klingspor about any alleged defect will be final and conclusive.

6.8 If goods supplied or processed by Klingspor are found to be defective, Klingspor undertakes at its option to replace the same or refund to the Customer the price of the goods provided always that the liability of Klingspor will in no circumstance exceed the cost of replacement or the price paid by the Customer for the goods.

6.9 Changes to the construction or design made before the delivery of an ordered item within the scope of a general change in construction or production at the preference of the Customer are not considered as defect as far as they do not render the delivery item unusable for the purpose intended by the Customer.

6.10 All warranties and conditions whatsoever, whether express or implied by statute or common law, are excluded and Klingspor will not be liable for any loss or damage from the supply of goods or from their use including any defect or failure in performance howsoever caused or occasioned except any liability which may arise from any act of gross negligence on the part of Klingspor which causes injury or death.
 

7. Technical advice, Use and Processing

7.1 Technical advice provided by Klingspor is given in good faith but without warranty. Klingspor’s technical advice shall not release the Customer from the obligation to test the products as to their suitability for the intended processes and uses.

7.2 Furthermore, the Customer must absolutely observe the specifications of the material safety data sheet as to the handling of the delivered substances and their respective field of application.

7.3 If the Customer wants to use the delivered goods for other purposes other than as discussed and agreed upon with Klingspor, the Customer shall be obliged to test and verify the suitability of the goods for the intended applications and to absolutely observe necessary permissions and existing regulations.

 

8. Title Retention

8.1 Title to the goods shall remain of Klingspor until the Customer has fulfilled all liabilities arising from the business relationship between the contractual parties.

8.2 The Customer acknowledges that until the ownership in the goods is transferred the Customer will be in possession of the goods solely as bailee for Klingspor and if so required the Customer will store the goods separately from the Customer’s own goods and in such a fashion as to be readily identifiable to Klingspor.

8.3 The Customer shall be obliged to carefully store the goods that are subject to the retention of title and to insure the same at his expense against loss and damage. The Customer assigns in advance to Klingspor any claims which may accrue to him under the insurance policies.

8.4 As long as the Customer duly meets his liabilities to Klingspor, title shall be passed to the Customer and he shall have the right, in the normal course of business, to do as he wishes with the goods where title has passed.

8.5 If the Customer uses goods to which Klingspor retains title for processing a third party’s product on a contract basis, then, in accepting these Terms & Conditions he assigns in advance his contractual claim on the third party to Klingspor in order to provide him with security for his claim.

8.6 The Customer shall, at Klingspor’s request, inform his debtors of the assignment of his claims to Klingspor and provide Klingspor with all information and documents which are necessary for the enforcement of Klingspor’s right against Customer’s debtors. If the value of the security provided to Klingspor exceeds the value of the claims to be safeguarded by more than 20%, Klingspor shall, at the Customer’s request, release security of his own choice accordingly.

8.7 If the Customer causes any fulfilment delay or any other breach against statutory or contractual obligations, Klingspor shall be authorised to withdraw from the contract with no requirement to fix a period of time to provide deliveries or services to the Customer.
 

9. Reservation of Copyright and Patent

9.1 The design method of construction and content of all literature packaging and all other goods remains the property of Klingspor and the sale of any goods shall not give to the Customer any implied licence to do any act which would otherwise constitute a breach of such industrial property rights.

 

10. Export Control

10.1 Any delivery under this contract is subject to the proviso that performance does not conflict with any national or international export control regulations, for example embargoes or other sanctions. The Customer undertakes to provide all information and documents required for the export or transfer. Delays due to export examinations or permission procedures shall set aside any time limits and delivery periods. If necessary permissions are not granted, or if the delivery and service is not capable of being permitted, the contract shall be deemed as not concluded with regard to the parts of it that are concerned.

10.2 Klingspor is entitled to terminate the contract without notice if termination on the part of Klingspor is required for compliance with national or international legal regulations.

10.3 In the event of a termination according to clause 11.2, the assertion of any claim for damages or the assertion of other rights by the Customer based on the termination shall be excluded.

10.4 The Customer must upon passing on any goods delivered by Klingspor to third parties at home and abroad comply with the relevant applicable regulations of national and international export control law.


11. Law and Jurisdiction

11.1 These Terms & Conditions of Sale & Delivery are subject to and will be construed in accordance with applicable laws of India.

11.2 Place of performance for delivery shall be the relevant point of Klingspor for shipping or dispatch. Place of performance for payment shall be Klingspor’s registered office.

11.3 Any dispute arising out of or in connection with the Contract shall be subject to the exclusive jurisdiction of the Indian Courts. The sale for purpose of legal jurisdiction shall be deemed to have been concluded only at Pune and only the Courts of Pune shall be competent to try all cases/suits arising out of the sale. The same is applicable for all claims arising from bills of exchange & cheques or any other disputes.
 

12. Serverability Clause

Should any clause in these Terms & Conditions be or become invalid in full or in part, this shall not affect the validity of the remaining clauses or remaining parts of the clause concerned. The parties shall replace any invalid arrangement by an effective one which conforms as far as possible to the economic purpose of the invalid clause.

For Klingspor India Private Limited

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