TERMS OF SALE
1. Exclusive Terms.
All orders, whether through our website (www.jbghardware.com) or otherwise, shall be governed by the following terms and conditions. These terms and conditions shall constitute the complete Agreement between the purchaser of the goods (herein called ‘Buyer’) and www.jbghardware.com/J.B. Gupta & Sons Pvt. Ltd. (herein called ‘Seller’) and shall supersede all prior and contemporaneous oral and written statements of any kind whatsoever made by the parties and their representatives.
Buyers’ orders shall not constitute contracts of sale unless accepted in writing by an authorized agent of Seller at its home office in B-82, Defence Colony, Opposite Kotla Mubarakpur, New Delhi-110076. Seller’s acceptance of any order is expressly conditioned upon Buyer’s assent to the terms and conditions contained in this Agreement. Any added, varied, or conflicting terms in Buyer’s Purchase Order, or elsewhere in any correspondence from Buyer, are hereby objected to and shall not bind Seller, unless expressly agreed to in writing signed at Seller’s home office in B-82, Defence Colony, Opposite Kotla Mubarakpur, New Delhi-110076, by a duly authorized officer of Seller in a document making specific reference to this Agreement and specifically stating that it ‘amends’ this Agreement. Buyer shall notify Seller in writing, as soon as practicable after receipt of Sellers acceptance of Buyer’s order, of any objection to the terms of this Agreement. Buyer’s failure to notify Seller of any objection shall conclusively indicate Buyer’s assent to and acceptance of all terms and conditions herein. Buyer expressly accepts the terms and conditions herein at the exact moment Seller commences performance on any purchase order requiring or providing for Seller to commence performance prior to Buyer’s receipt of Seller’s written acknowledgment.
Seller has the right to change, without notice, any prices and/or specifications contained in its catalog or any other writing that does not expressly prohibit such change. Buyer agrees to pay for all samples priced in excess of Rs.100/- on the date of shipment.
Any applicable State, local or other government taxes or charges on the sale or shipment of the goods covered by this Agreement shall be added to the price and paid by Buyer. Buyer agrees to hold Seller harmless from all such taxes, including interest and penalties thereon, and any costs and expenses in connection thereupon.
5. Shipment, Freight and Delivery.
Except as otherwise provided, all prices are F.O.B. Seller’s warehouses, B-82, Defence Colony, Opposite Kotla Mubarakpur, New Delhi-110076, depending on the location from which the goods are shipped. The decision as to place of shipment shall be solely that of Seller.
Except as otherwise provided, payment terms are simple and the buyer is charged upfront while placing the order and the shipping charges would be extra to be paid by the buyer at the time of delivery of goods
7. Financial Responsibility.
Shipments and deliveries of all items shall at all times be subject to approval of Seller’s Customer Department in B-82, Defence Colony, Opposite Kotla Mubarakpur, New Delhi-110076. Seller at any time may require shipping payment in advance if the shipping costs exceeds Rs.5,000/-. Seller reserves the right to withhold further deliveries and/or terminate this or any other contract with Buyer, if Buyer fails to comply with the terms of this or any other Agreement. Upon Seller’s termination of this Agreement, all unpaid amounts Buyer owes Seller shall become immediately due and payable.
8. Buyer’s Agreement to Defend.
Buyer agrees to defend, protect, and save Seller harmless against all suits at law or in equity and from all costs of suit, reasonable legal fees, expenses, damages, claims, and demands arising out of or awarded in connection with any goods: (a) sold or supplied to Buyer by Seller that are not maintained and operated in accordance with Seller’s recommended procedures, or (b) sold or supplied to Buyer by Seller to meet Buyer’s specifications, requirements, or instructions.
9. Notice of Accident or Malfunction.
Buyer shall notify Seller promptly and in any event within thirty (30) days of any accident or alleged malfunction involving goods manufactured or sold by Seller. Buyer agrees to protect, defend, and save Seller harmless (as provided in paragraph 8), in the event that Buyer fails to give such notice to Seller and to so cooperate. Buyer agrees to provide reasonable support and cooperation to the Seller in the investigation of any accident or alleged malfunction of involving goods manufactured or sold by Seller.
Buyer must make claim for credit due to shortage within two (02) days of the date of the shipment delivery. Any shortage claim not made within this period is conclusively deemed waived by Buyer.
Seller is not liable for any damages to goods sustained during shipment. Buyer is responsible for filing any damage claims with freight carriers and is subject to the rules of the freight carriers regarding the timing and processing of claims. IN NO EVENT WILL SELLER BE LIABLE TO BUYER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES, ARISING FROM ANY SOURCE, REGARDLESS OF THE NATURE OF THE CLAIM, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.
14. Defaults or Delays.
Seller shall not be liable for any default or delay in the production or delivery of all or any goods resulting either directly or indirectly from (a) accidents to, breakdowns, or mechanical failure of Seller’s plant, machinery, or equipment; strikes or other labor troubles; labor shortages; fire; flood; wars; acts of the public enemy, acts of God; delays of suppliers; delays in transportation or lack of transportation facilities; shortages of, or reductions in energy sources; priorities, allocations, limitations, restrictions, or other acts required or requested by state, or local governments, or any subdivision, bureau or agency thereof; or (b) any cause beyond the control of Seller.
15. Governing Law
Both Buyer and Seller execute all orders with reference to Delhi Jurisdiction and the rights of all parties and the construction and effort of every provision of this Agreement shall be subject to and construed according to the laws laid under Delhi Jurisdiction, without giving effect to any conflicts of laws principles that would obtain a different result.
16. Binding Effect.
The provisions of any order shall bind and inure to the benefits of Seller and Buyer and their respective successors and permitted assigns. However, neither this Agreement, nor any part thereof or right thereunder, may be assigned by Buyer without the prior written consent of Seller.
The right of either party to require strict performance by the other party of any or all terms and conditions of this Agreement shall in no way be affected or impaired by prior waiver, forbearance, or course of dealing.
Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of the Agreement should be prohibited or invalid under appropriate law, that provision will be deemed deleted and the remaining provisions of the Agreement will remain in full force and effect. The subject headings of the sections of this Agreement are included for the purpose of convenience only and will not affect construction or interpretation of any of its provisions.