- DEFINITIONS
In these terms and conditions the following words have the following meanings:
Contract: any contract between the Company and the Customer for the sale and purchase of Goods.
Company: IFORE GREEN POWER LTD
Customer: the person(s) or company whose order for Goods is accepted by the Company.
Goods: any goods which the Company is to supply to the Customer (including any of them or any part of them) - BASIS OF CONTRACT
2.1. The Contract will be on these terms and conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order or similar document). Each order for Goods by the Customer from the Company shall be deemed to be an offer by the Customer to purchase Goods subject to these terms and conditions. No addition or variation shall apply unless specifically agreed in writing by the parties.
2.2. No order shall be binding on the Company unless and until accepted or confirmed in writing by the Company. The Company reserves the right (without prejudice to any other remedy) to cancel any uncompleted order or to suspend delivery in the event of any of the Customer’s commitments to the Company not being met.
2.3. No order which has been accepted by the Company may be cancelled by the Customer except with the agreement in writing of the Company and on terms that the Customer shall indemnify the Company in full against all losses (including loss of profit, loss of business and depletion of goodwill) costs, damages, charges and expenses incurred by the Company as a result of cancellation. - DELIVERY
3.1. While the Company will use its reasonable endeavours to comply with any dates specified by the Company for the delivery of the Goods, such dates are approximate only and may not be made of the essence by notice. If no dates are specified, delivery will be within a reasonable time. Subject to the other provisions of these terms and conditions, the Company will not be liable for any loss (including loss of profit), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company’s negligence).
3.2 Unless otherwise agreed in writing, the Company’s delivery terms are ex works (Incoterms 1990).
3.3. The Goods shall be at the sole risk of the Customer from the time of delivery to the Customer or to his agent or carrier (including any such agent or carrier instructed by the Company acting strictly on behalf of the Customer). In the event of loss or damage in transit, no claim will be accepted, unless the Company is advised in writing within five days of delivery or in the case of non-delivery, within 21 days of despatch. Any damage to the Goods in transit or claims for shortage should be notified to the carrier and the Company immediately following receipt at the customer’s premises, or port of entry as the case may be. - FORCE MAJEURE
The Company shall not be liable to the Customer or deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of the Company’s obligations if the delay or failure was due to any cause whatsoever beyond the Company’s reasonable control (including, without limitation those arising from strikes, lockouts or any other industrial dispute or from Act of God, War, National or Local Government restriction, prohibition or control, fire, flood or accidents). In the event that such circumstances last for a period in excess of one hundred and eighty (180) days, the Company shall have the right to terminate the Contract. - LICENCES
5.1. Responsibility for licences
The Customer is responsible for obtaining all document, licences and authorisations which may be required to enable the Company to deliver the Goods to the Customer. For the avoidance of doubt, the Company shall not be liable to the Customer for a failure to obtain any documents, licences and authorisations referred to in this Condition.
5.2. Control of export and commerce
Certain products will be designated as «dual-use», both civil and military, and some countries designated as restricted and therefore subject to Trade and Export Restrictions and controls. The customer is responsible for identifying when export or trade restrictions may apply and to obtaining a licence or Government clearance as necessary. - DESCRIPTION AND SPECIFICATION
Whilst every effort is made to ensure accuracy the descriptions, illustrations and material contained in any catalogues, price lists, brochures, leaflets or other descriptive matter represent the general nature of the items described therein but do not form part of the Contract or amount to any representation or warranty and should be relied upon only in the exact circumstances in which they are expressed but otherwise they are excluded from the contract. The Company reserves the right to modify the design of Goods without notice. - WARRANTY
See more about this point on our page dedicated exclusively to this topic. - INTELLECTUAL PROPERTY
All patent, copyright, design, trade mark or other intellectual property rights in the Goods are and shall remain vested in the Company and nothing in these terms and conditions shall be construed as granting to the Customer a licence or other right of manufacture of the Goods.
Goods manufactured under Customer’s design are not included in these limitations, provided that the Company has accepted the Customer’s rights previously. - LEGAL CONSTRUCTION
These conditions and the Contract shall in all respects be construed and operate in accordance with law applied in Tamil Nadul, India, and the parties hereto submit to the exclusive jurisdiction of India’s Courts. - ELECTRONIC INFORMATION
Any information provided electronically by the Company is provided ‘as is’ and without warranties of any kind express or implied. Such information is the copyright of the Company, and may be used solely in connection with making purchases from the Company and not for any other purpose. - GENERAL
11.1. The Company employees or agents are not authorised to make any representations or give any advice or recommendations concerning the goods unless confirmed by the Company in writing. Without prejudice to condition 12(c), when entering into any contract the Customer acknowledges that it does not rely on and waives any claims for breach of, any such representation, advice, or recommendation which are not so confirmed.
11.2. The Company shall, without prejudice to any other right or remedy available to it, be entitled to terminate the Contract or suspend any further deliveries under Contract without any liability to the Customer, or if Goods have been delivered and not paid for immediately demand payment of the price due, in any of the following circumstances:
• 11.2.1. The Customer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an individual or firm) becomes bankrupt or (being a company) goes into liquidation or has passed a winding-up petition or ordered against it a winding up order (other than for an amalgamation or reconstruction); or
• 11.2.2. An encumbrance takes possession of, or a receiver is appointed over, any of the property or assets of the Customer: or
• 11.2.3. The Customer ceases, or threatens to cease, to carry on business: or
• 11.2.4. The Company reasonably apprehends that any of the events mentioned above are about to occur.
11.3. The headings in these terms and conditions are for convenience only and shall not affect their interpretation.
11.4. Any notice must be made at headquarter of each party or in its principal place of business. Any communication made by fax shall be deemed received on despatch, provided that an ordinary response is received by the sender. Communication by electronic mail will be valid if sent to the addresses indicated as valid by each party.
11.5. Failure by the Company to enforce or partially enforce any provision of this Contract will not be construed as a waiver of any of its rights under this Contract.
11.6. This Contract is personal to the Customer who may not assign, license or sub-contract all or any of its rights or obligations under this Contract without the Company’s prior written consent. The Company may assign, license or sub-contract all or any part of its rights or obligations, including receivables, under this Contract without the Customer’s consent.
11.7. The parties agree that, in case of differences between this translation and the original version of Ifore sales Conditions, the second will prevail.
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