These Terms and Conditions shall form a part of the Quotation shared with the Buyer(defined hereinafter) pertaining to the purchase of the Product(s) from Precimeasure Controls Private Limited, a company incorporated under the provisions of the Companies Act, 1956,  having its registered office at at  2nd Floor, B-02, #25/3-2 Rathod Vatika, Industrial Suburb 1st stage, Yeshwantpur Bangalore 560022, and hereinafter referred to as the “Company” (where such expression shall, unless repugnant to the context thereof, be deemed to include its respective legal heirs, representatives, administrators, permitted successors and assigns).

By accepting the Quotation provided to the Buyer (defined hereinafter), the Buyer (defined hereinafter) unequivocally agrees to be bound by these Terms and this shall constitute a legally binding agreement between the Buyer and the Company.

1. DEFINITIONS

For the purpose of these Terms and Conditions (“Terms”), wherever the context so requires:

  • Buyer” shall mean the entity purchasing the Products manufactured and supplied by the Company;
  • Instruction Manual” shall mean the manual containing the details of the Product, installation and usage of the same;
  • Parties” shall mean the Company and the Buyer who are privy to these Terms;
  • Product(s)” shall mean the products manufactured by the Company as per the requirements of the Buyer and as agreed to between the Parties.

2. PAYMENT TERMS

  • The payments in respect to the Products purchased by the Buyer shall be agreed in the quote or the annual rate contract (“Payment”).
  • Company reserves the right to take any action as it deems fit in case of late payment by the Buyer including but not limited to levying of penalty.
  • All Payments to shall be made to the designated bank account of the Company as informed to the Buyer through the quotation or through email from the company’s official email address and with a letter duly signed and stamped by the Director of the company and the Bank.
  • The lawful title over the Products shall only be passed to the Buyer upon completion of the Payment of the total consideration as per the invoice issued by the Company. The Buyer herein acknowledges that so long as the title of the Products has not been transferred in the name of the Buyer, the Buyer shall hold the Product as a bailee and shall safely and securely store and keep the Products separate and in good condition, clearly showing the Company’s ownership of the Products and shall be solely liable for any damages caused to the Products in the meanwhile.

3. DELIVERY AND SHIPPING TERMS

  • The Delivery shall be made within 3 to 4 weeks from the date of receipt of purchase order as mutually agreed to between the Parties.
  • The packaging of the Products shall be done by the Company as per industry standards. If the Buyer requests for specific packaging specifications to be done, the expenses for the same shall be borne by the Buyer.
  • The Buyer shall bear all costs and charges as agreed in the quote/ annual rate contact including but not limited to the delivery costs and charges applicable to the shipping and delivery of the Products to the designated delivery location of the Buyer.
  • The Buyer shall give prior intimation if any additional measures or actions have to be taken or documents have to be provided by the Buyer pursuant to any statutory requirements in the jurisdiction where the delivery of the Product is to be made.

4. WARRANTY

  • The Company warrants that the Products sold hereunder meet the descriptions and specifications mentioned in the Quotation and further detailed in the Instruction Manual provided at the time of delivery of the Product and performance of the Product for a period or 18 (eighteen) months from the date of dispatch from the warehouse of the Company or for 12 (twelve) months from the date of commissioning whichever is earlier or as agreed in the annual contract/quotation , subject to installation, storage and use of the Product in accordance with the Instruction Manual.
  • The Company may extend additional warranty on certain Products. The Company may, at its sole discretion, impose charges for such additional warranty provided for certain products. The Customer may avail additional warranties by paying such charges imposed by the Company.
  • THE WARRANTY SET FORTH HEREIN IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY AND ALL RECOMMENDATION AND ANY OBLIGATIONS OR LIABILITIES WHICH MAY BE IMPUTED TO THE COMPANY, ANY AND ALL OF WHICH ARE HEREBY DISCLAIMED, DENIED AND EXCLUDED. BUYER EXPRESSLY AGREES THAT NO WARRANTY THAT IS NOT SPECIFICALLY STATED IN THIS AGREEMENT WILL BE CLAIMED OR OTHERWISE ADHERED TO BY THE BUYER/ OR BY ANYONE ACTING ON THE BUYER’S BEHALF AND/OR BY ANYONE DERIVING THE LEGALITY OF ITS CLAIM FROM BUYER, NOR WILL ANY SUCH WARRANTY BE VALID. THE COMPANY NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT, ANY OTHER LIABILITY IN CONNECTION WITH THE SALE, USE OR HANDLING OF ANY AND ALL GOODS SPECIFIED OR CONTEMPLATED BY THESE TERMS. NO WARRANTY IS MADE WITH RESPECT TO ANY OF THESE PRODUCTS WHICH HAVE BEEN SUBJECT TO ACCIDENT, NEGLIGENCE, ALTERATION, IMPROPER CARE, IMPROPER STORAGE, IMPROPER MAINTENANCE, ABUSE OR MISUSE.

5. LIMITATION OF LIABILTIY

  • IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, BUSINESS, PROFIT OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OGF ITS ESSENTIAL PURPORSE.
  • IN NOT EVENT SHALL THE COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WHETHER ARISING OUT OF OR RELATED TO BREACH OF THIS AGREEMENT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNT PAID TO THE COMPANY FOR THE PRODUCTS SOLD HEREUNDER.

6. INDEMNIFICATION

  • Subject to Clause 5 above, each the Buyer and the Company (individually referred to as “Indemnifying Party”) shall indemnify, defend and hold harmless the other Party (“Indemnified Party”), its employees, agents, distributors, dealers, customers, successors and assigns), from and against any and all third party claims, actions, lawsuits, judgments, losses, damages, liabilities, costs, and expenses, including without limitation attorney’s fees, related expenses and any amounts paid in the defence or settlement of any of the foregoing, arising out of or in connection with (i) Indemnifying Party’s breach of any of the terms of this Agreement; or (ii) if there is any claim on account of actions of the Indemnifying Party resulting in infringement of any statutory right or other protected intellectual property of any third party; or (iii) if there are any claims brought against the Indemnified Party by any third parties due to the acts of the Indemnifying Party.

7. FORCE MAJEURE

  • To the extent that any incident or circumstance beyond our control (including but not limited to natural occurrences, war, strikes, lock-outs, shortages of raw materials and energy, obstruction of transportation, breakdown of manufacturing equipment, fire, explosion, epidemic, pandemic, acts of government (including imposition of sanctions) etc.) reduces the ability to manufacture the Product within the aforementioned delivery schedule, meaning that the Company cannot fulfil our obligations under these Terms or any other documents including the Quotation or purchase order (taking account of other supply obligations on a pro-rata basis), the Company shall (i) be relieved from its obligations under these Terms and terms of the purchase order to the extent that the Company is prevented from performing such obligations and (ii) have no obligation to procure Products from other sources. The first sentence also applies to the extent that such incident or circumstance renders contractual performance commercially useless for the Company over a long period or occurs with the Company’s suppliers. If the occurrences last for a period of more than 2 (two) months, the Company shall be entitled to rescind the contract without the Buyer having any right to compensation.

8. NOTICE

Any notice, demand or any other communication to the Company are to be addressed as given below:

  • Name: Gopalakrishnan V
  • Address: 2nd Floor, B-02, #25/3-2 Rathod Vatika, Industrial Suburb 1st stage, Yeshwantpur Bangalore 560022
  • Telephone: +91 93437 94856
  • Email: info@precimeasure.com

9. HEADINGS

  • The headings of the terms and conditions herein contained are inserted for convenience of reference only and are not intended to be of or affect the meaning or interpretation of any of the terms and conditions of these Terms.

10. SEVERABILITY

  • In the event that any of these terms, conditions or provisions or those of any related document such as the Quotation, purchase order or Invoice  shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent such term, condition or provision shall to that extent be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law.

11. DISPUTE RESOLUTION AND JURISDICTION

  • It is expressly agreed to by the Parties hereto that the formation, interpretation, and performance of these Terms and any disputes arising therefrom will be resolved through a two-step Alternate Dispute Resolution (“ADR”) mechanism.
  • Mediation: In case of any dispute between the Parties, the Parties will attempt to resolve the same amicably amongst themselves, to the mutual satisfaction of all Parties. In the event that the Parties are unable to reach such an amicable solution within thirty (30) days of one Party communicating the existence of a dispute to any other Party, the dispute will be resolved by arbitration, as detailed hereinbelow.
  • Arbitration: In the event that the Parties are unable to amicably resolve a dispute by mediation, said dispute will be referred to arbitration by a sole arbitrator to be appointed by the Company, and the award passed by such sole arbitrator will be valid and binding on all Parties. The Parties shall bear their own costs for the proceedings, although the sole arbitrator may, in his/her sole discretion, direct either Party to bear the entire cost of the proceedings. The arbitration shall be conducted in English, and the seat and venue of Arbitration shall be the city of Bangalore, Karnataka, India.
  • The Parties expressly agree that the Terms and any other agreements/documents entered into between the Parties are governed by the laws, rules, and regulations of India.

12. ENTIRE AGREEMENT

  • These Terms along with the Quotation, purchase order, and Instruction Manual, form the complete and final contract between the Buyer and the Company with respect to the subject matter of purchasing and using the Product and terms of warranty of the Product and supersedes all other communications, representations, and agreements (whether oral, written or otherwise) relating thereto.
  • If there is any discrepancy between these Terms and any of the documents mentioned above, the terms of this Terms will prevail.