TERMS AND CONDITIONS OF SALE. These are the Conditions under which Pankhtech India Pvt. Ltd. sells Products to you. These Conditions apply to the exclusion of any terms or conditions you seek to impose or incorporate, or that might be implied by usage of trade, custom, practice, course of dealing, course of performance or otherwise. Your acceptance of any offer (or counter-offer) by Pankhtech India Pvt. Ltd. is limited to these Conditions only. Pankhtech India Pvt. Ltd.’s acceptance of any offer by you is expressly made conditional on your assent to these Conditions. Pankhtech India Pvt. Ltd. objects to and rejects all additional or different terms and conditions. Your issuance of an Order or your acceptance of Products when delivered constitutes your acceptance of and assent to Pankhtech India Pvt. Ltd.’s applicable Order Acknowledgment, including these Conditions in full and without addition or modification, as the Contract between us.
In these Conditions the definitions set out in Section 14 below apply.
- Price and Taxes
The price for the Products is the price stated on the applicable Order Acknowledgment. If the applicable Order Acknowledgment does not state a price, then the price is set out in the Price List in effect at the time Pankhtech India Pvt. Ltd. accepted the Order. Prices are exclusive of all Transaction Taxes, which you must pay. If Pankhtech India Pvt. Ltd. is required by law to collect Transaction Taxes from you, you must pay the Transaction Taxes to Pankhtech India Pvt. Ltd., as well as all other payments required under the Contract. Each party is responsible for its own respective incometaxes or taxes based on gross revenues or gross receipts.
- Terms of Payment and Security Interest
All amounts invoiced by Pankhtech India Pvt. Ltd. are due (and paid at Pankhtech India Pvt. Ltd.’s bank) in advance, without any offset, counterclaim, holdback or deduction. You must comply with payment terms and conditions contained in the Pankhtech India Pvt. Ltd. Corporation Money Laundering Prevention Policy (as provided to you from time-to-time by Pankhtech India Pvt. Ltd.).Pankhtech India Pvt. Ltd. may refuse to accept forms of payment mentioned as unacceptable in that policy.
If (a) your financial condition changes, (b) you default on any payment obligation to Pankhtech India Pvt. Ltd., (c) you fail to meet or maintain Pankhtech India Pvt. Ltd.’s minimum credit standards, or (d) you fail to provide requested financial information to Pankhtech India Pvt. Ltd., Pankhtech India Pvt. Ltd. may at any time accelerate all amounts due from you to Pankhtech India Pvt. Ltd., refuse or vary the credit terms, suspend production or shipment of the Products, request adequate assurance, and pursue any remedies available at law or equity under the Contract. You must reimburse Pankhtech India Pvt. Ltd. on demand for all expenses incurred by Pankhtech India Pvt. Ltd. (including, reasonable attorneys’ fees and costs) with respect to any delinquent payment.
You grant Pankhtech India Pvt. Ltd. a security interest (or equivalent right in your jurisdiction) in all present and future Products sold, delivered or licensed by Pankhtech India Pvt. Ltd. to you under the Contract, and all profits, rents, royalties and proceeds arising from or related to the Products. You must, on request from Pankhtech India Pvt. Ltd., execute promptly any documents and perform any other acts, at your sole expense, that Pankhtech India Pvt. Ltd. considers necessary or advisable to confirm, continue or perfect the security interests and other rights granted under the Contract. You irrevocably authorize Pankhtech India Pvt. Ltd. to execute and file any financing statements (or equivalent documents in your jurisdiction) covering all Products subject to the security interest and other rights granted under the Contract.
- Title, Delivery and Risk of Loss
Pankhtech India Pvt. Ltd. will decide, at its discretion, the applicable shipping, title transfer, and delivery terms based on the delivery destination. Unless specified otherwise by Pankhtech India Pvt. Ltd. or in the Contract, title to Products will transfer to you at the same time as the risk in the Products transfers to you in accordance with the applicable Incoterm. Shipment of Product may originate from Pankhtech India Pvt. Ltd. Products will be shipped in Pankhtech India Pvt. Ltd.’s standard packaging If you request special packaging or shipping methods and Pankhtech India Pvt. Ltd. agrees to your request, Pankhtech India Pvt. Ltd. may invoice you for the extra cost. Pankhtech India Pvt. Ltd. reserves the right to amend such terms and methods at any time without notice or liability.
- Orders and Product Availability
Delivery dates and Product quantity availability, as described in the Order Acknowledgment (or as otherwise communicated to you), are estimates only. Pankhtech India Pvt. Ltd. will make reasonable efforts to deliver Products in accordance with the dates communicated to you; however, Pankhtech India Pvt. Ltd. is not liable for any failure to deliver where or when estimated. If, for whatever reason, Pankhtech India Pvt. Ltd. experiences Product shortages, Pankhtech India Pvt. Ltd. may hold or allocate Products among its customers, as Pankhtech India Pvt. Ltd. considers appropriate.
You may not cancel or reschedule an Order, or any part of an Order, for end-of-life Products. For other Products, you may only cancel or reschedule an Order, or part of an Order, if you notify Pankhtech India Pvt. Ltd. of the cancellation or rescheduling within the time limits notified to you from time-to-time by Pankhtech India Pvt. Ltd.. You may reschedule a Product shipment only once. Pankhtech India Pvt. Ltd. may invoice you a cancellation charge.
- Limited Warranty
(a) Hardware. Pankhtech India Pvt. Ltd. warrants to you that, on delivery, Hardware will be free from material defects in material and workmanship and will materially conform to Pankhtech India Pvt. Ltd.’s published specifications for one year from the date of shipment to you by Pankhtech India Pvt. Ltd. This warranty will apply unless Pankhtech India Pvt. Ltd. provides a different warranty for the specific Hardware in the Price List in effect at the time of shipment, or on the Product packaging. This warranty is subject to Sections 5(c) through 5(g) below.
(b) Hardware Warranty Remedies. If you make a valid Hardware warranty claim under Section 5(a), Pankhtech India Pvt. Ltd. will, at its option and expense, within a reasonable period from Pankhtech India Pvt. Ltd.’s receipt of the defective Hardware: (i) repair the defect in the Hardware; (ii) correct any material non-conformance to published specifications; (iii) replace the non-conforming Hardware with Hardware of equal or better functional performance. To receive the benefit of these remedies: (i) you must follow Pankhtech India Pvt. Ltd.’s return instructions to return the Hardware at your risk and expense; (ii) Pankhtech India Pvt. Ltd. must be satisfied that the claimed non-compliance exists; and (iii) Pankhtech India Pvt. Ltd. must not have excluded the defect as “errata”. Returned units of Hardware that are not defective, that are not subject to warranty coverage as described in this Section 5, or that contain missing or damaged parts, will be returned to you at your sole expense, without credit, repair or replacement.
(c) Third Party Actions; Security Threats. Pankhtech India Pvt. Ltd. does not give or enter into any condition, warranty, or other term: (i) with respect to any malfunctions or other errors in its Products caused by virus, infection, worm or similar malicious code not developed or introduced by Pankhtech India Pvt. Ltd.; or (ii) to the effect that any Products will protect against all possible security threats, including intentional misconduct by third parties. Pankhtech India Pvt. Ltd. is not liable for any downtime or service interruption, for any lost or stolen data or systems, or for any other
damages arising out of or relating to any such actions or intrusions or resulting from use of Products. Pankhtech India Pvt. Ltd. does not give or enter into any condition, warranty, or other term with respect to interoperability.
(d) Warranty Limitations. Pankhtech India Pvt. Ltd. does not give or enter into any condition, warranty, or other terms to the effect that Products (including any firmware embedded in Products) will be: failsafe; work without interruption or error; or be free from design defects or errors, designated by Pankhtech India Pvt. Ltd. as “errata”, including “errata” that may cause the Products (or any firmware embedded in Products) to deviate from published specifications. Pankhtech India Pvt. Ltd. may designate “errata” in its sole discretion, including after Product delivery or after your making of a warranty claim. Pankhtech India Pvt. Ltd. does not give or enter into any condition, warranty, or other terms about defective conditions or non-conformities resulting from: (i) misuse, incorrect installation, mishandling, neglect, accident, or abuse of any Products; (ii) improper or inadequate maintenance or calibration of any Products; (iii) errors resulting from incorporation or combination of any Product into or with any other product, service or system; (iv) interoperability; or (v) failure to apply Pankhtech India Pvt. Ltd.-supplied modifications or corrections. Pankhtech India Pvt. Ltd. is not liable for any downtime or system interruption attributed (or attributable) to your use of Pankhtech India Pvt. Ltd.’s electronic ordering or transaction systems or applications.
(f) Disclaimer. The warranties, conditions, other terms and remedies provided in the Contract are instead of any other warranty or condition, express, implied or statutory, including, those regarding merchantability, fitness for any particular purpose, noninfringement, or any warranty arising out of any course of dealing, usage of trade, proposal, specification or sample. Pankhtech India Pvt. Ltd. does not assume (and does not authorize any person to assume on its behalf) any other liability. The warranties, conditions,and remedies provided in the Contract are not subject to assignment, transfer or pass-through to your direct or indirect customers and any attempted assignment or transfer is void.
(g) Exclusive Remedy. This Section 5 states your sole and exclusive remedy, and Pankhtech India Pvt. Ltd.’s sole and exclusive liability, with respect to Products sold to you by Pankhtech India Pvt. Ltd.. In no event will Pankhtech India Pvt. Ltd. be liable for any monetary damages or other costs associated with warranty claims whether for the replacement or repair of products