GENERAL TERMS AND CONDITIONS OF PURCHASE ORDER
Following are the terms and conditions (“Conditions”) upon which the offer to purchase (the “Purchase Order”) is given by CMR Green Technologies Ltd. (“CMR Green”) to the addressee named in the Purchase Order (“Supplier”) and the terms and conditions upon which the goods and services described in the Purchase Order (collectively the “Goods”) are to be sold and supplied or sold, supplied and delivered by the Supplier to CMR Green.
1. CONDITIONS CONSTITUTE WHOLE CONTRACT
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Except to the extent to which these terms and conditions are expressly varied by CMR Green in writing, these terms and conditions shall apply to the Goods/Purchase Order and shall constitute all of the terms and conditions of any contract for sale of the Goods from the Supplier to CMR Green. The acceptance of this Purchase Order by the Supplier shall constitute an absolute and unconditional acceptance by the Supplier of these terms and conditions without amendment as the terms and conditions of the contract for sale.
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Where the Purchase Order is comprised of different items or services or two or more units of the same item or service, the Supplier’s acceptance of the Purchase Order (whether by express or implicit consent) shall be deemed to have created separate contracts (each of which shall be on these terms and conditions) for the supply of each unit or different item or services, which together or separately comprise the Goods. The inability or failure of the Supplier to supply any individual item which comprises the Goods or to comply with the terms and conditions hereof or to remedy any defect or breach of contract in respect of any of the individual items or services comprising the Goods delivered shall not affect the validity or enforceability of the remaining contracts.
2. PRICES
All prices shown in the Purchase Order are fixed and firm and include all extras (such as, but without limitation, freight, cartage, insurance, packing, use or supply of pallets and containers, etc.) unless otherwise shown in the Purchase Order and no increase in prices will be allowed unless approved by CMR Green in writing. CMR Green shall not be liable to pay any additional taxes, cess, duty or otherwise.
3. DELIVERY
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All Supplier invoices, packing slips, delivery dockets and correspondence must clearly show CMR’s Green Purchase Order Number.
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The Goods shall be delivered at no additional cost to CMR Green to the destination indicated on the Purchase Order.
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If the Supplier fails to deliver all or any of the Goods at the time or times specified in the Purchase Order or in accordance with any delivery schedule mutually agreed upon, then CMR Green in its absolute discretion and without any requirement to provide notice to the Supplier may treat the Purchase Order as having been repudiated by the Supplier and CMR shall then be entitled to recover from the Supplier as liquidated damages an amount not less than the total profit lost by CMR on any and all contracts in which the Goods or any item forming part of the Goods were to be utilized or form part in addition to any liquidated damages, costs, penalties or other expenses CMR incurred or may thereafter incur by reason of such repudiation.
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Time shall be of the essence of the Purchase Order.
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CMR Green accepts no liability for Goods delivered in damages form/excess of the quantity ordered or Goods delivered in damaged form/excess of the quantity agreed in any delivery schedule approved by the parties.
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Receipt of the Goods must be acknowledged in writing by an authorised representative of CMR Green and be accompanied by an original weighbridge ticket.
4. PACKAGING
The Goods must be suitably packaged or otherwise prepared for transportation to avoid damage, to comply with carrier requirements and to secure minimum transportation costs and insurance rates.
5. INSPECTION
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The Supplier of the Goods is solely responsible for controlling the quality of the Goods till the Goods have been received by CMR Green at the port of destination mentioned in the physical copy of the Purchase Order and shall only supply to CMR Green those Goods which conform to the requirements of the Purchase Order. The Supplier shall make complete inspections and tests on the Goods where required by CMR Green (including at the final port of destination or at the final factory location mentioned by CMR Green to the Supplier) and make those inspection and test records available to CMR Green upon request. Where the Purchase Order contains particular specification requirements for the Goods, the Supplier shall deliver a Certificate of Compliance with the Goods confirming that the specification requirements of the Purchase Order have been satisfied. The Supplier agrees that CMR Green shall have the right to use facilitators (at its sole discretion) so as to transact with the Goods for dealing with the custom authorities (or for such other purposes as maybe required by CMR Green, however, such that the customs seal/CMR Green seal of the respective containers is not broken and/or such that the quality of the goods as requested by CMR Green in the Purchase Order is same as that of the Goods actually received by CMR Green at the port of destination mentioned in the physical copy of the Purchase Order or at the final factory location mentioned by CMR Green to the Supplier) at high seas or otherwise, however, the use of such facilitators shall in any manner not absolve the Supplier of its responsibilities regarding the quality of the Goods until the said Goods have been received by CMR Green at the port of destination mentioned in the physical copy of the Purchase Order or at the final factory location mentioned by CMR Green to the Supplier.”
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The Supplier acknowledges that the Goods delivered to CMR Green are accepted subject to CMR’s Green inspection and the signing of a delivery docket as evidence of receipt of the Goods or payment in part or in full does not constitute acceptance of the Goods by CMR Green.
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The Goods shall, notwithstanding payment or part payment or confirmation of receipt, be subject to rejection by CMR Green and may be rejected by CMR Green after inspection if they do not strictly comply with the Purchase Order.
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Goods returned to the Supplier as defective or otherwise outside the Purchase Order for rework, replacement or credit are at the risk of the Supplier and all handling, insurance and transportation costs(including CMR’s Green costs of inspection) both from the initial point of delivery of the Goods and return will be borne by the Supplier and the Supplier shall forthwith pay to CMR Green any such costs and refund any payment or part payment made by CMR Green in respect of the Goods.
6. WARRANTIES
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The Supplier acknowledges by its acceptance of the Purchase Order that it is aware that CMR Green is relying on the Supplier’s skill, expertise and judgment in the supply of the Goods.
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Goods supplied must carry any applicable warranty which passes on to any customer of CMR Green without liability to CMR Green. The Supplier must assign to CMR Green at the request of CMR Green, the benefit of any warranty or guarantee that the Supplier has received from any supplier of the Supplier (whether under contract or by implication or operation of law). This warranty shall endure for the benefit of CMR Green, its successors and assigns.
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The Supplier by its acceptance of the Purchase Order warrants that the Goods supplied are of merchantable quality and conform with the specifications provided by CMR Green and are fit for the purpose for which CMR Green or CMR’s Green customers intend to use the Goods or the purpose for which the Goods would normally be used, (such purpose being made known to the Supplier either expressly or by implication), and that the goods are free from defect in material and workmanship.
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The Supplier covenants with CMR Green that the Supplier’s liability in respect of a breach of any terms, conditions and warranties relating to the Goods or any part of the Goods or breach of an express warranty shall not be limited in anyway.
7. PAYMENTS
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Payment to the Supplier shall not constitute an acceptance of the Goods by CMR Green or waiver of any of the Supplier’s warranties.
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Statements of all invoices in respect of Goods supplied must be rendered on or before the 7th of the month following delivery of those Goods and statements received after that date will be treated by CMR Green as accounts relating to the following month for the purpose of payment.
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Where CMR Green has paid progress payments to the Supplier for work completed and/or materials procured by the Supplier to fulfill the Purchase Order (such work completed and materials procured being “Work in Progress”), property in all Work in Progress regardless of the level of completion or processing shall immediately pass to CMR Green, and the Supplier must clearly identify Work in Progress as the property of CMR Green.
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CMR Green shall make the payments with a 30 (thirty) day credit cycle after the date on which all the Goods have been delivered by the Supplier as per the Purchase Order. Post the said period, CMR Green shall be provided a warning period of 15 (fifteen) days, failing which CMR Green shall pay an interest of 6% (six per cent) per annum on the outstanding amounts.
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CMR Green shall withhold any payment, whether in part or whole, temporarily and/or permanently, in the event of breach by the Supplier of any of the provisions mentioned herein.
8. CANCELLATION OF ORDER
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CMR Green may cancel the Purchase Order in whole or in part in the event of the Supplier without having any liability of payment:
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at any time failing, or being unable or unwilling to comply with any of the Terms, Conditions or warranties herein contained;
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committing an act of bankruptcy or (if the Supplier is a company) having a receiver appointed or proceedings instituted against it or a resolution passed for its winding up;
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fails to deliver the Goods within the time specified or otherwise in accordance with the Purchase Order or any delivery schedule agreed upon by the parties; or
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breach of any of the provisions mentioned herein by the Supplier.
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The Supplier shall not be entitled to claim any compensation in respect of or arising from any such cancellation.
9. NON-DISCLOSURE OF SPECIFICATIONS AND INFORMATION
The Supplier undertakes that it will not now or in the future e produce for or sell to any person or company other than CMR Green, whether for profit or otherwise, the Goods (or any part of the Work in Progress manufactured by the Supplier to specifications provided by CMR Green or any of its related entities, nor will the Supplier divulge to any other person any information, specifications, drawings or intellectual property received from or provided by CMR Green or its related entities without the prior written consent of CMR Green.
10. NON-ASSIGNMENT
The Supplier shall not delegate, subcontract or assign any duties, performance of work or claims under the contract constituted by its acceptance of the Purchase Order without the prior written consent of CMR Green.
11. INDEMNITY
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The Supplier by its acceptance of the Purchase Order indemnifies and holds harmless CMR Green, its successors, administrators and assigns, from and against all claims for loss or damage to persons or property or loss of property or for death or injury caused by or arising out of or in connection with any act matter or thing done, omitted or permitted to be done by the Supplier, its servants or agents.
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The Supplier by its acceptance of the Purchase Order indemnifies and holds harmless CMR Green, its successors, administrators and assigns, from and against all claims for loss, (whether direct, indirect or consequential), loss of profit, loss of opportunity or loss of use and any and all other economic loss, including and without limitation, any loss by reason of a breach of a term or condition of the Purchase Order, or the negligence or any other act, matter or thing done, admitted or omitted to be done by the Supplier.
12. PERFORMANCE OF WORK ON CMR’S GREEN PREMISES
If any work necessary for fulfilling the Purchase Order is performed on CMR’s Green premises then the Supplier shall, prior to starting work provide evidence of Workers Compensation Insurance cover, and other Insurances as reasonably required by CMR and comply fully and without exception with all of the requirements of CMR’s workplace and occupational health and safety and environmental controls, policy, guidelines and directions. The Supplier by its acceptance of the Purchase Order indemnifies CMR its successors, administrators and assigns at all times hereafter from and again stall costs, (including legal fees on a full indemnity basis), loss, liability, damage, claim or proceedings whatsoever arising out of the performance of such work for injury to or the death of any person and damage to any property and any other loss, liability, damage, claim or proceedings for which the Supplier, its employees, servants or subcontractors are liable and prior to commencement of any such work the Supplier shall furnish to CMR satisfactory evidence that the Supplier and its subcontractors have adequate and current public liability and workers compensation insurance.
13. QUALITY MANAGEMENT SYSTEMS
The Supplier shall operate and maintain an effective quality management system appropriate to the type of goods and services offered and/or in accordance with that specified in the Purchase Order. The Supplier shall provide CMR Green, its principal or authorised representatives, access to the Supplier’s premises or working area for the purpose of quality surveillance and audit.
14. LICENCE AND PERMIT
If execution of this Purchase Order requires any licence or other permit issued in the country of shipment and/or origin, the Purchase Order shall be conditional upon such licence or other permit being available at the relevant time. Supplier shall be fully responsible for obtaining the necessary licence and permit.
15. TAXES AND DUTIES
All taxes, fees and duties assessed against Supplier, in connection with the Purchase Order by national or local authorities having jurisdiction over Supplier at its place of business and/or at place of execution of the Purchase Order shall be for Supplier’s account.
16. INSURANCE
Supplier shall effect and maintain at its own cost, all applicable insurances as required by law and to cover Supplier’s responsibilities and liabilities under the Purchase Order. Nothing contained herein shall serve in any way to limit or waive Supplier’s responsibilities or liabilities under the Purchase Order.
17. DISPUTE RESOLUTION & APPLICABLE LAW
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The governing law shall be the laws of India. Any dispute and difference which may arise between the Parties out of or in connection with the terms of this Purchase Order shall first be settled amicably by mutual discussion between the Parties. In case the dispute or difference is not settled by such mutual negotiation as above, the subject matter of dispute shall be submitted to a penal of three arbitrators. Each Party to the dispute shall appoint one arbitrator each and the two arbitrators shall then appoint the third or the presiding arbitrator and the arbitration proceeding shall be conducted in accordance with the Indian Arbitration and Conciliation Act, 1996, or any statutory modification or re-enactments thereto. The arbitration proceedings shall take place in Delhi, India and shall be conducted in English.
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The Courts at Delhi shall have exclusive Jurisdiction.
18. SPECIAL CONDITIONS
Where special conditions are stated in this Order, those conditions shall apply equally with the general terms and conditions shown herein except that where there is any inconsistency between the general and special conditions, the special conditions shall apply.
19. SEVERANCE
In the event that the whole or any part or parts of any clause in these terms and conditions is found to be unenforceable by a Court of competent jurisdiction then such clause or part thereof shall be to that extent severed from these terms and conditions without effect to the validity and enforceability of the remainder of these terms and conditions.
