Vexma Technologies Private Limited
General Terms and Conditions of Sale
The following terms and conditions of sale shall apply to any sale of goods and services by Vexma Technologies Private Limited (here in after called “Vexma Technologies”). Purchaser shall be deemed to have full knowledge of the terms and conditions herein and such terms and conditions shall be binding if either the goods and services referred to herein are delivered to and accepted by Purchaser, or if Purchaser does not within five days from the date hereof deliver to Vexma Technologies written objection to said terms and conditions or any part thereof.
In the event of any conflict or inconsistency between the terms and conditions of sale herein and the terms and conditions contained in Purchaser’s order or in any other form issued by Purchaser, whether or not any such form has been acknowledged or accepted by Vexma Technologies, Vexma Technologies’ terms and conditions herein shall prevail. No waiver, alteration or modification of these terms and conditions shall be binding upon Vexma Technlologies unless made in writ¬ing and signed by a duly authorized representative of Vexma Technologies.
Unless otherwise stated, Vexma Technologies’ quotation shall be null and void unless accepted by Purchaser within thirty (15) days from the date of quotation.
3. PRICES / COST OF TRANSPORTATION
All quoted prices are based on the current exchange rates, tar¬iffs and costs of manufacture. Unless otherwise stated in the quotation, quoted prices are subject to change by Vexma Technologies with or without notice until Purchaser’s acceptance. Prices are subject to correction for error. Unless otherwise stated, all prices are f.o.b. factory and include domestic packing. Customary meth¬ods of transportation shall be selected by Vexma Technologies and such transportation will be at Purchaser’s expense. Special methods of transportation will be used upon Purchaser’s request and at Purchaser’s additional expense provided reasonable notice of Purchaser’s transportation requirements are given by Purchaser to Vexma Technologies prior to shipment.
Prices do not include Goods & Services Tax, Provincial or Municipal sales, use, value-added or similar tax. Accordingly, in addition to the price specified herein, the amount of any present or future sales, use, value-added or similar tax applicable to the sale of the goods hereunder to or the use of such goods by Purchaser shall be paid by Purchaser to the entire release of Vexma Technologies.
Delivery schedules are approximate and are based on prevail¬ing market conditions applicable respectively at the time of Vexma Technologies’ quotation and Vexma Technologies’ acceptance of Purchaser’s order. Delivery shall also depend on the prompt receipt by Vexma Technologies of the necessary information to allow maintenance of the manufacturer’s engineering and manufacturing schedules. Vexma Technologies may extend delivery schedules or may, at its option, cancel Purchaser’s order in full or in part without liability other than to return any deposit or prepayment which is unearned by reason of the cancellation.
6. FORCE MAJEURE
Vexma Technologies shall not be responsible or liable for any loss or damage incurred by Purchaser herein resulting from causes beyond the reasonable control of Vexma Technologies including, but without limitation, acts of God, war, invasion, insurrection, riot , the order of any civil or military authority, fire, flood, weather, acts of the elements, delays in transportation, unavailability of equipment or materials, breakdown, sabotage, lock-outs, strikes or labor disputes, faulty castings or forgings, or the failure of Vexma Technologies’ suppliers to meet their delivery promises. The acceptance of delivery by Purchaser shall constitute a waiver of all claims for loss or damage due to any delay whatsoever.
7. SHIPMENT/DAMAGES OR SHORTAGES IN TRANSPORT/RISK
Except for obligations stated under “Warranty” herein, Vexma Technologies’ responsibility for goods ceases upon delivery to the carrier. In the event of loss or damage during shipment, Purchaser’s claim shall be against the carrier only. Vexma Technologies will, however, give Purchaser any reasonable assistance to secure adjustment of Purchaser’s claim against the carrier provided immediate notice of such claim is given by Purchaser to Vexma Technologies. Claims for shortages must be made in writing within ten (10) days after receipt of goods by Purchaser. If Vexma Technologies does not receive written notification of such shortages within such ten (10) days, it shall be conclu¬sively presumed that the goods were delivered in their entirety. Unless agreed upon otherwise in writing, Vexma Technologies reserves the right to make partial shipments and to submit invoices for partial shipments.
Title to the goods or any part thereof shall not pass from Vexma Technologies to Purchaser until all payments due hereunder have been duly made in cash, except as otherwise expressly stipulated herein. The goods shall be and remain personal or moveable prop¬erty, notwithstanding their mode of attachment to realty or other property. If default is made in any of the payments herein, Purchaser agrees that Vexma Technologies may retain all payments which have been made on account of the purchase price as liquidated damages, and Vexma Technologies shall be free to enter the premises where the goods may be located and remove them as Vexma Technologies property, without prejudice to Vexma Technologies s’ right to recover any further expenses or damages Vexma Technologies may suffer by reason of such non-payment.
Vexma Technologies shall not be liable for and shall be held harmless by Purchaser from any damage, losses or claims of whatever kind, contractual or delictual, consequential or incidental, direct or indirect, arising out of, in connection with or resulting from the sale governed hereby or the goods, including, but without limitation, the manufacture, repair, handling, installation, possession, use, operation or dismantling of the goods and any and all claims, actions, suits, and proceedings which may be instituted in respect to the foregoing.
Goods sold hereunder are covered by a warranty against defects in material and workmanship provided the goods and services are subjected to normal use and service. The applicable warranty period is within 10 days from shipping date to Purchaser/Customer of any item of the goods and services, or any other warranty period otherwise stipulated in writing by Vexma Technologies under this sale. For components not supplied by Vexma Technologies, the original manufacturer’s warranty shall apply to the extent assignable by Vexma Technologies. The obligation under this warranty is limited to the repair or replacement, at Vexma Technologies’ option, of defective parts f.o.b. point of shipment provided that prompt notice of any defect is given by Purchaser to Vexma Technologies in writing within the applicable warranty period and that upon the Purchaser’s return of the defective parts to Vexma Technologies or, if designated by Vexma Technologies, to the location where the works are made, properly packed and with transportation charges prepaid by Purchaser, an inspection thereof shall reveal to Vexma Technologies’ satisfaction that Purchaser’s claim is valid under the terms of this warranty. Purchaser shall assume all responsibility and expense for dismantling, removal, re-installation and freight in connection with the foregoing. The same obligations and conditions extend to replacement parts furnished by Vexma Technologies hereunder. Vexma Technologies does not assume liability for installation, labour or consequential damages. Vexma Technologies makes no warranty other than the one set forth herein. All other warranties, legal, expressed or implied, including but not limited to any expressed or implied warranty of merchantability, of fitness for the intended use thereof or against infringement are hereby expressly excluded.
The applicable warranty ceases to be effective if the goods are altered or repaired other than by persons authorized or approved by Vexma Technologies to perform such work. Repairs or replacement deliveries do not interrupt or prolong the term of the warranty. The warranty ceases to be effective if Purchaser fails to oper¬ate and use the goods sold hereunder in a safe and reasonable manner and in accordance with any written instructions from the manufacturers.
11. INTELLECTUAL PROPERTY RIGHTS
Vexma Technologies Private Limited permits the users of the website, a non-exclusive licence to research and place orders with Vexma Technologies Private Limited. Vexma Technologies Private Limited holds the proprietorship and Intellectual property rights to the site. You may not cause or permit reverse engineering, dismantle or decompose the site. Vexma Technologies private limited understands the definatation and the clauses pertaining the Non disclosure Agreement when requested by the disclosing party to keep the data, schematics, design files and any other information that may be reversed engineered as a highly confidential information. Although Vexma Technologies reserves all the rights to publish their work in form of Images, videos or any promotional content for their marketing purposes.
By submitting an order to Vexma Technologies Pvt Ltd, you assure that you are the owner and/or you have obtained from a third party the rights necessary for submitting this order to Vexma Technologies Pvt Ltd for production and commercial without any violation or challenges of any intellectual property rights what so ever. Vexma Technologies Private Limited reserves the rights not to produce the designs you submit risking infringement of the intellectual property rights of the third parties. Should the user/customer nevertheless found with the infringed content in violation of any law, the user/customer will defend Vexma Technologies Private Limited against third party claims and held liable for all (direct and indirect) damages and costs incurred by Vexma Technologies Private Limited with respect to such claims.
12. THIRD PARTY SERVICES
The services and the website offered by Vexma Technologies Private Limited provides you with links to other third party websites, designs and resources on the internet to understand and increase your knowledge database. When you access these third party portals/archives/resources on the internet, you do so at your own risk. These other third party websites and their resources are not under our control, and that you as our user/customer of the website & services offered by Vexma Technologies private limited, acknowledge that Vexma Technologies private limited is not responsible nor liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such third party websites and their resources. The inclusion of these third party links does not indicate our validation or any association between Vexma Technologies private limited and their operators. You as our user/customer of our website and services offered, further acknowledge and agree that Vexma Technologies private limited shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance of any such content, goods or services accessible on or through any such website or resources.Vexma Technologies private limited will merely provide 3d printing/additive manufacturing solutions to their customers not representing these third party website or their designers, and encourage our customers to ensure and respect the intellectual property rights provided by these third party websites and their services.
Unless otherwise expressly stipulated, the goods shall be installed by and at the risk and expense of Purchaser. In the event that Vexma Technologies is requested to supervise such installation, Vexma Technologies’ responsibility shall be limited to exercising that degree of skill customary in the trade in supervising installations of the same type. Purchaser shall remain responsible for all other aspects of the work including compliance with the local regulations.
14. RETURNED GOODS
No goods may be returned to Vexma Technologies without Vexma Technologies’ prior writ¬ten permission. Vexma Technologies reserves the right to decline all returns or to accept them subject to a handling/restocking charge. Even after Vexma Technologies has authorized the return of goods for credit, Vexma Technologies reserves the right to adjust the amount of any credit given to Purchaser on return of the goods based on the conditions of the goods on arrival in Vexma Technologies warehouse. Credit for returned goods will be issued to Purchaser only where such goods are returned by Purchaser and not by any subsequent owner of the goods. Goods will be considered for return only if they are in their original condi¬tion and packaging.
15. TERMS OF PAYMENT
Unless otherwise stated, invoices on “open account” shipment are payable within thirty (30) days of invoice date. Unless specifically provided, no cash discount shall be available to Purchaser. When cash discount is offered, the discount price is computed from the date of invoice. Vexma Technologies does not offer cash discount on C.O.D. shipments. Should payment not be made to Vexma Technologies when due, Vexma Technologies reserves the right, until the price has been fully paid in cash, to charge Purchaser with interest on such overdue payments at the rate of twelve percent (12%) per annum. The charging of such interest shall not be construed as obligating Vexma Technologies to grant any extension of time in the terms of payment.
16. CHANGES AND CANCELLATION
Orders accepted by Vexma Technologies are not subject to changes or cancellation by Purchaser, except with Vexma Technologies’ written consent. In such cases where Vexma Technologies authorizes changes or cancellation, Vexma Technologies reserves the right to charge Purchaser with reasonable costs based upon expenses already incurred and commitments made by Vexma Technologies, including, without limitation, any labor done, material purchased and also including Supplier’s usual overhead and reasonable profit and cancellation charges from Vexma Technologies’ suppliers.
17. THE AGREEMENT
An acceptance and official confirmation of Purchaser’s order by Vexma Technologies shall constitute the complete agreement, subject to the terms and conditions of sale herein set forth, and shall supersede all previous quotations, orders or agreements.