1.
Definitions
“Catalogue”:
means the catalogue (in whatever form, whether paper or electronic) of Supplies
of the Firm current at the date on which the Customer's order is accepted by the
Firm.
“Firm”: EFY
Enterprises Pvt Ltd or its permitted assigns.
“Conditions”:
means these terms and conditions.
“Contract”:
means any contract between the Firm and the Customer for the sale and purchase
of Supplies.
“Customer”:
means the person(s) or organisation(s) whose order for the Supplies is accepted
by the Firm.
“Goods”:
means any goods supplied or to be supplied by the Firm to the
Customer.
“Services”:
means any services supplied or to be supplied by the Firm to the
Customer.
“Supplies”:
means any Goods or Services.
“in
writing”:
includes electronic communications.
2.
Conditions
All
orders are accepted by the Firm subject to and in accordance with these
Conditions. These Conditions override and exclude any terms or conditions in or
referred to in any negotiations or course of dealing between the Firm and the
Customer or set out in the Customer’s standard terms and conditions. If there is
any conflict between
* the other provisions of
the Catalogue and these Conditions; or
* the provisions of the
order and these Conditions
these
Conditions will prevail unless the Firm agrees otherwise in writing. Together
with any terms accepted by the Firm in connection with an order, these
Conditions constitute the entire agreement between the Firm and the Customer in
relation to the Supplies ordered. No variation to these Conditions is permitted
unless expressly authorised in writing by a director of the
Firm.
3.
Prices
Prices
for Supplies as displayed in website is in Indian Rupees (INR), exclusive
of all taxes suchas VAT,CST ,Octroi ., etc., which if applicable will be
added at the time of completing the sale transactions and payment needs to be
made inclusive of relevant taxes getting reflected in the final invoice
The
Firm has used all reasonable endeavours to ensure that prices for Supplies are
accurately set out in the Catalogue or otherwise quoted to the Customer but
reserves the right to change its prices without notice at any time. Prices
charged will be those prevailing when an order is accepted. Where Supplies are
to be made in instalments (‘Scheduled Delivery’) the price payable for them will
be that applicable at the time of despatch of the first batch of Supplies but,
where Scheduled Delivery may continue for a period of 90 days or more, the Firm
reserves the right to charge the Customer further amounts if the price of the
Supplies increases before the end of that period.
4.
Payment
Save
where credit terms have been agreed in writing in advance, payment is due when
the order is placed with the Firm without any deductions, withholding or set
off. Time for payment is of the essence. If the Customer fails to make payment
by the due date then, without prejudice to any other right or remedy, the Firm
shall be entitled to:
1. cancel the order or suspend any
further deliveries or performance;
2. appropriate any payment made by
the Customer to such of the Supplies (or the Supplies made under any other
contract) as the Firm may think fit; and
3. charge interest (both before
and after any judgment) on the amount unpaid at the rate of 18% per annum above
the base rate from time to time of HSBC Bank plc until payment is made in
full.
If
legal action is taken to recover monies due to the Firm then the Firm reserves
the right to charge the Customer an administration fee to cover all and any
costs incurred.
5.
Orders
The
Firm reserves the right to accept or reject any request or offer to trade with
any organisation or person, without providing any reason.
Once
accepted, no order may be cancelled without the prior written agreement of a
director of the Firm. Without limiting the generality of this, orders for Goods
which are not in catalogue, non stock items and items specified to be
non-cancellable or non-returnable at the time of quotation may not be
cancelled.
Orders
for Goods are usually accepted by the Firm by the despatch of the Goods from the
warehouse of its associated organisations. However, that despatch will not be
acceptance where the price for the Supplies has been incorrectly quoted or
referenced by the Customer in its order.
The
Firm reserves the right to charge a handling charge of INR 75 on all orders
under INR 3000
and also reserves the right change the handling charges from time to time
.
Orders
for certain Goods, in particular Goods which are not in catalogue or are
non-stock items, may be subject to a minimum order quantity or value which the
Firm will use its reasonable endeavours to notify to the Customer prior to
accepting its order.
7.
Delivery
Save
as set out below, the Firm will use all reasonable endeavours to deliver the
Goods to the Customer within 5 working days of written order and the same or
next working day after the Goods clear customs in India, provided that the
Firm's supplier has the Goods ordered in stock. Such deliveries are usually
offered free of charge but the Firm reserves the right to charge for delivery of
certain items, for example those that are very large, heavy or hazardous, and
the Firm reserves the right to charge for delivery as standard on certain
accounts. Any such charge will be notified to the Customer at the time of
establishment of its account or placing of the order to which such charge
applies.
Where
Goods ordered are not in catalogue or are non-stock items, the Firm will make
reasonable endeavours to notify the lead times for such Goods, where known.
Where
Goods ordered are supplied to the Firm from its foreign principals ("foreign
deliveries"), the usual estimated delivery date for those Goods is 10 to 12
working days from the date of order and an additional delivery charge may be
payable. The Firm will endeavour to contact the Customer [prior to processing
any order for such Goods] to notify of any Foreign Deliveries comprised in the
order, the applicable estimated lead times for delivery and any additional
delivery charges which may apply.
For
more urgent deliveries the Firm offers a special delivery, the details and cost
of which are available on request and may be set out in the front of the
Catalogue. Goods highlighted in the Catalogue
with H next to the order code cannot, as a result of their size and/or weight,
be delivered using the special delivery service. This material can be delivered
using surface mode of transport and the cost pertaining to this will be charged
back to back as intimated by the service
provider.
The
Firm reserves the right to deliver or perform by
instalments.
Failure
to meet a delivery or performance date where deliveries or performance are by
instalment shall not prevent or restrict the Firm from making further deliveries
or rendering subsequent performance under the relevant Contract by
instalment.
Delivery
will be made to the address specified by the Customer. The Firm reserves the
right to arrange delivery of Goods directly from the manufacturer or supplier of
those Goods to the Customer.
The
Firm may use any method of delivery available to it. All delivery dates and
times given are estimates. The Firm will use reasonable endeavours to meet
delivery and/or performance estimates but, except as set out in Condition 8
below, in no circumstances shall it be liable to compensate the Customer for
non-delivery, non-performance or late delivery or performance. Time for delivery
and/or performance will not be of the essence. The Firm reserves the right to
delay despatch for a number of reasons, including to perform any necessary
credit checks or procedures or to ensure that payment has been received in
cleared funds in full. Where despatch is delayed for such reasons the Firm will
use reasonable endeavours to inform the Customer.
8.
Inspection, defects and non delivery
The
Customer must inspect the Supplies as soon as is reasonably practicable after
delivery or, in the case of Services, performance and, except as set out in 13
below, the Firm shall not be liable for
any defect in the Supplies unless written notice is given to the Firm within 15
days of the date of delivery to the Customer. The Firm does not write
software comprised in the Goods and it is the Customer’s responsibility to check
for the presence of computer viruses before the Goods are
used.
The
quantity of any consignment of Goods, as recorded by the Firm upon despatch from
the Firm’s place of business, shall be conclusive evidence of the quantity
received by the Customer on delivery, unless the Customer can provide conclusive
evidence to the contrary. The Firm will not be liable for any non-delivery of
Goods or non-performance of Services unless written notice is given to the Firm
within 15 days of the date of delivery to the Customer in the ordinary course of
events. The liability of the Firm for non-delivery or non-performance or for
Goods notified as defective on delivery or Services notified as defective
following performance in accordance with this Condition 8 will be limited to
replacing the Goods or re-performing the Services within a reasonable time or to
refunding the price then paid in respect of such Supplies.
9.
Returns
Prior
to returning any Goods to the Firm for any reason, the Customer must contact the
Firm to obtain a returns authorisation number (’RMA’).
All
Goods are returned at the Customer’s risk and expense and should be undamaged by
the Customer and in their original packaging. The Customer is responsible for
returning Goods to the Firm and for providing proof of delivery of such
return.
The
Firm operates a 30 day return policy. To be accepted for return on this basis,
Goods should be returned for receipt by the Firm within 30 days of delivery to
the Customer. The Customer should return the Goods to "The Returns Department, Kits ‘n’
Spares, D-88/5, Okhla Industrial Area, Phase-1, New Delhi, 110020,
clearly quoting the Customer’s account number, order number and
RMA.
Any
Goods returned after 30 days as ’unwanted’ or ’incorrectly ordered’ will only be
accepted at the discretion of the Firm. All Goods returned (whether within 30
days of delivery or otherwise) will be subject to a restocking fee of 20% of the
invoice value of the Goods (subject to a minimum charge of INR
2000).
Goods
that consist of software or are specially constructed or contain any of the
hazardous substances referred to in European Union's Directive 2002/95/EC on the
Restriction of the Use of Certain Hazardous Substances in Electrical or
Electronic Equipment (RoHS) may not be returned under this Condition 9. Any
Goods which are not in catalogue or are non-stock items may not be returned
under this Condition 9. Any static sensitive Goods supplied in sealed packaging
may not be returned if the blister or 'peel' packs in which they are supplied
has been opened, tampered with or damaged.
Orders
for US Stock Goods, whether single drop or scheduled, are irrevocable and cannot
be cancelled and US Stock Goods may not be returned except in accordance with
Conditions 8 or 15 (if applicable) or with the prior written consent of a
director of the Firm.
No
Goods will be accepted for return without an RMA.
10.
Description
All
specifications, drawings, illustrations, descriptions and particulars of
weights, dimensions, capacity or other details including, without limitation,
any statements regarding compliance with legislation or regulation (together
"Descriptions") wherever they appear (including without limitation in any
product literature relating to the Goods, the Catalogue, on data sheets,
application notes, despatch notes, invoices or packaging) are intended to give a
general idea of the Supplies, but will not form part of the Contract. If the
Description of any Goods differs from the manufacturer’s description, the latter
shall be deemed to be correct. The Firm shall take all reasonable steps to
ensure the accuracy of Descriptions but relies on such information, if any, as
may have been provided to it by its suppliers and accepts no liability in
contract or tort or under statute or otherwise for any error in or omission from
such Descriptions whether caused by the Firm’s negligence or otherwise. The Firm
may make changes to the Supplies as part of a continuous programme of
improvement or to comply with legislation.
11.
Risk and ownership
Save
where the Customer arranges delivery of the Goods from the Firm, the risk of
damage to or loss of Goods will pass to the Customer when the Goods are unloaded
from the Firm’s carriers at the Customer’s premises.
Where
the Customer arranges for picking the
material from firms Bangalore warehouse delivery risk in the Goods will
pass to the Customer or its designated carrier being available for collection
from the warehouse. Ownership of the Goods shall not pass to the Customer until
the Firm has received in full (in cash or cleared funds) all sums due from the
Customer to the Firm on any account whatsoever.
Until
ownership passes to the Customer, the Customer must hold the Goods on a
fiduciary basis as the Firm’s bailee. If payment is not received in full by the
due date, or the Customer passes a resolution for winding up or a court shall
make an order to that effect, or a receiver or administrator is appointed over
any assets or the undertaking of the Customer or an execution or distress is
levied against the Customer, the Firm shall be entitled, without previous
notice, to retake possession of the Goods and for that purpose to enter upon any
premises occupied or owned by the Customer.
The
Catalogue remains at all times the sole and exclusive property of the
Firm.
12.
Performance and fitness for purpose
Unless
any performance figures, tolerances or characteristics have been specifically
and expressly warranted by a director of the Firm in writing, the Firm accepts
no liability for any failure of the Supplies to comply with such criteria,
whether attributable to the Firm’s negligence or otherwise. The responsibility
for ensuring that Supplies are sufficient and suitable for a particular purpose
is the Customer’s, unless specifically stated in writing by a director of the
Firm. Any advice or recommendation given by an employee of the Firm which is not
confirmed in writing by a director of the Firm is acted on entirely at the
Customer’s risk and the Firm shall not be liable for any such advice or
recommendation which is not so confirmed. The liability of the Firm to the
Customer, should any warranty, statement, advice or recommendation confirmed in
accordance with this Condition 12 prove to be incorrect, inaccurate or
misleading, will be limited to the refund of the price paid for the Supplies or,
at the Firm’s option, the supply of replacement Supplies which are sufficient
and suitable.
13.
Warranty/Guarantee
The
Firm will endeavour to transfer to the Customer the benefit of any warranty or
guarantee given by the manufacturer of Goods.
In
addition, the Firm will, free of charge, repair or, at the Firm’s option,
replace Goods or, in the case of Services, re-perform Services which are proved
to the reasonable satisfaction of the Firm to be damaged or defective due to
faulty materials, workmanship or design.
Software
programs are supplied on the strict understanding that the Firm does not warrant
their function to be free from defects or error.
This
obligation will not apply:
* if the defect arises
because the Customer has altered or repaired such Goods without the written
consent of the Firm;
* because the Customer did
not follow the manufacturers’ instructions for storage, usage, installation, use
or maintenance of the Goods;
* if the Customer has failed
to notify the Firm of any defect in accordance with Condition 8 where the defect
should have been reasonably apparent on reasonable inspection;
or
* if the Customer fails to
notify the Firm of the defect within 12 months (or such other period as the Firm
shall specify at the time of acceptance of the order for the Supplies) of the
date of despatch of the Goods or performance of the
Services.
Any
replacement Supplies made or Goods repaired under this Condition 13 will be
guaranteed on these terms for any unexpired portion of the period of guarantee
given on the original Supplies. Any Goods which have been replaced will belong
to the Firm.
The
Customer grants to the Firm and its employees, agents and representatives a
right to enter onto its premises to effect any repair or replacement under this
Condition 13. The Customer shall ensure that the Firm’s employees, agents and
representatives are provided with a safe and secure working environment while at
its premises and the Customer shall be responsible for isolating any computers
or processors requiring repair or replacement from its network and for making
back-up copies of any information on such computers or processors before the
Firm’s arrival on site.
The
Firm’s sole obligation and liability, should any Supplies prove damaged or
defective in accordance with this Condition 13, shall be limited to, at the
Firm’s option, the repair or replacement of the relevant Goods or the
re-performance of the relevant Services or the refund of the price paid for the
relevant Supplies.
This
Condition is the Firm’s sole obligation and the Customer’s sole remedy for
defective Supplies and is accepted by the Customer in substitution for all
express or implied representations, conditions or warranties, statutory or
otherwise, as to the satisfactory quality, fitness for purpose or performance of
the Goods (or any materials used in connection therewith) or the standard of
workmanship of the Services and all such representations, conditions and
warranties are excluded.
14.
Exclusion of Liability
Except
as provided in Conditions 8 (Inspection, defects and non
delivery),
12
(Performance and fitness for purpose), and 13 (Warranty/Guarantee), the Firm
will be under no liability to the Customer whatsoever (whether in contract,
tort, (including negligence), breach of statutory duty, restitution or
otherwise) for any injury, death, damage or direct or indirect or consequential
loss (all of which terms include, without limitation, pure economic loss, loss
of profits, loss of business, loss of use, loss of data, computer downtime,
depletion of goodwill, business interruption, increased purchasing or
manufacturing costs, loss of opportunity, loss of contracts and like loss)
howsoever caused or arising out of or in connection with:
* Any of the Supplies, or
the manufacture, sale, performance or supply or failure or delay in performance
or supply of the Supplies by the Firm or on part of the Firm’s employees, agents
or sub-contractors;
* Any breach by the Firm of
any of the express or implied terms of the Contract;
* Any use made or resale or
on-supply of any of the Supplies or any product incorporating any of the Goods
or developed using the Supplies;
* Any acts or omissions of
the Firm at the Customer’s premises;
* Any statement made or not
made or advice given or not given by or on behalf of the Firm, including as to
compliance with legislation or regulation; or
* Otherwise under the
Contract.
And
the Firm hereby excludes to the fullest extent permissible at law all
conditions, warranties and stipulations, express (other than those set out in
these Conditions or given in accordance with Condition 12) or implied,
statutory, customary or otherwise which but for such exclusion, would or might
subsist in favour of the Customer.
The
Firm’s total liability in contract, tort, (including negligence), breach of
statutory duty, misrepresentation or otherwise shall be limited to repairing or
replacing Goods or in the case of Services, re-performing the Services or, at
the Firm’s option, refunding monies already paid in respect of the
Supplies.
Each
of the Firm’s employees, agents and sub-contractors may rely on and enforce the
exclusions and restrictions of liability in Conditions 8, 10, 12, 13, 14 and 15
in that person’s own name and for that person’s own
benefit.
15.
The Product Search facility
The
Customer acknowledges that this service (on Firm’s website) is, as at the date
of issue of these Conditions, provided free of charge. Without limiting the
generality of Condition 14, the Firm will make all reasonable efforts to assist
the Customer in identifying and/or procuring suitable Goods but accepts no
liability for failing to do so in a timely manner or at all nor for failing to
source possible or appropriate Goods or for failing to provide the service in
the manner or at the times anticipated. It is the responsibility of the Customer
to determine whether the Goods are suitable for the Customer’s intended use and
no representations or warranties are provided in this
regard.
16.
Intellectual property rights
The
Supplies may be subject to the intellectual and industrial property rights
including patents, knowhow, trademarks, copyright, design rights utility rights,
database rights and or other rights of third parties. No right or licence is
granted to the Customer, except the right to use the Supplies or re-sell the
Goods in the Customer’s ordinary course of business. The Firm shall have no
liability whatsoever in the event of any claim of infringement of any such
rights howsoever arising
In
particular, without limiting the above, title in any software program forming
all or any part of the Goods is reserved to the Firm and/or its suppliers. The
Customer is responsible for informing itself of the terms of its licence or use
and paying any royalty payable.
17.
Use of Personal Data
"Personal
Data" means, in relation to any Customer, or any representative of a Customer
who is (in either case) a living individual, any data from which (whether alone
or in combination with other information held by the Firm) the Firm can identify
that Customer or that representative, regardless of how and when that data is
provided. The Firm may process Personal Data for all purposes contemplated in
these Conditions or arising in the context of the relationship between the Firm
and the Customer
including:
1. Deciding whether to enter into
any contract or arrangement with that Customer. This may include conducting
credit reference searches against a Customer or its representatives and the
disclosure of information to the relevant agency as to how that Customer
conducts its account and other anti fraud or identity
checks;
2. Order fulfilment,
administration, customer services, profiling the Customer’s purchasing
preferences and to help to review, develop and improve the Firm’s business and
the goods and services it offers;
3. Direct marketing of the Firm’s
products and services and/or of the products and services of other companies in the Group to which the Firm
belongs or third parties which the Firm believes may be of interest
to the Customer or its representatives, whether by post, fax, telephone, email,
SMS, MMS or otherwise to the extent that it is lawfully able to do
so;
4. Crime prevention or
detection.
The
processing of the Personal Data may involve:
1. The disclosure of that Personal
Data to the Firm’s service providers and agents;
2. The disclosure of that Personal
Data to other companies in the Group to which
the Firm belongs whose products and services the Firm believes may be
of interest to that Customer or representative;
3. The disclosure of that Personal
Data to third parties whose products and services the Firm believes may be of
interest to that Customer or representative where we are permitted to do
so;
4. The transfer of Personal Data
outside of India, including to countries whose laws may not provide adequate
protection to Personal Data. The Firm will only transfer Personal Data outside
India to companies within the same group of companies as the Firm, to companies
in the European Union or to companies who have guaranteed to the Firm the same
level of protection as that Personal Data would have received in
India.
In
order to fulfil any Contract for US Stock Goods the Firm will transfer the
Personal Data of the person to whom the Goods are to be delivered to the USA. In
placing an order for US Stock Goods, the Customer (on behalf of itself and the
person to whom the Goods are to be delivered, where different) accept that this
transfer will take place and consent to it, even though the USA may not provide
the same level of protection to Personal Data as India. The Firm will endeavour
to ensure that the Personal Data receives an adequate level of protection while
in the hands of its representatives in the USA. Where the Personal data relate
to another individual to whom the Goods are to be delivered, the Customer agrees
that he or she has the authority of that individual to consent on his or her
behalf.
If,
at any time, the Customer or its representatives does not wish his or her
Personal Data to be used for any or all of the above purposes, he or she should
contact the Customer Support Team, Kits n
Spares, D-88/5, Okhla Industrial Area, Phase-1, New Delhi-110020 or email at info@kitsnspares.com
or notify any of our sales representatives when placing an order by
phone.
Please
note that withholding or withdrawing consent to the use of Personal Data for the
fulfilment of any Contract for US Stock Goods will severely curtail the service
which the Firm can offer and may require the Firm to vary the terms of the
Contract.
For
more information on the Firm's use of personal data please see the Firm's
privacy policy on its website.
18.
Promotions
In
the event that the Firm sends promotional material to the Customer in relation
to goods or services available from the Firm, these Conditions shall apply to
all Supplies purchased from such material.
19.
Country of origin
Unless
otherwise confirmed by the Firm in writing, nothing in these Conditions is to be
taken as representation of the source of origin, manufacturer or production of
the Goods or any part of them.
20.
Age requirements for certain Goods
Where
the law requires a minimum age for the purchase of certain Goods, the Customer
confirms that he or she is over the required age and that delivery of the Goods
will be accepted by a person over the relevant age limit.
21.
Prohibited Applications
The
Goods are not designed, authorised or warranted to be suitable
for:
1. implantation in the body or for
use in life support equipment, other medical equipment or in any application or
system for any other purpose where the failure or malfunction of the Goods could
reasonably be expected to result in personal injury, death, severe property or
environmental damage; or
2. in the case of Goods
manufactured by and/or supplied to the Firm by NXP Semiconductors, use in
military, air craft or space applications.
Use
or inclusion of the Firm’s Goods in any such equipment, system or applications
is strictly prohibited and any such use will be at the Customer’s own risk. The
Customer will indemnify the Firm and its suppliers against any and all liability
and expense (including costs) resulting from any such inclusion or
use.
22.
Force majeure
The
Firm shall not be liable to the Customer in any manner or be deemed to be in
breach of these Conditions because of any delay in performing or any failure to
perform any of the Firm’s obligations under these Contract if the delay or
failure was due to any cause beyond the Firm’s reasonable control (which shall
include, but not be limited to government actions, war, fire, explosion, flood,
import or export regulations or embargoes, labour disputes or inability to
obtain or a delay in obtaining supplies of Goods or labour). The Firm may, at
its option, delay the performance of, or cancel the whole or any part of a
Contract.
23.
Recording of telephone calls
The
Firm reserves the right to monitor, intercept or record telephone calls and may
monitor or intercept all email or other electronic communications made to its
premises for training, security and quality purposes.
24.
Legal construction
All
Contracts shall be governed by and interpreted in accordance with the laws of
India and the Customer submits to the jurisdiction of the courts at New Delhi, but the Firm may enforce such Contract
in any court of competent jurisdiction.
25.
General
Any
provision of these Conditions of Supply which is held by any competent authority
to be invalid, void, voidable, unenforceable or unreasonable (in whole or in
part) shall to the extent of such invalidity, voidness, voidability,
unenforceability or unreasonableness be deemed severable and the other
provisions of these Conditions of Supply and the remainder of such provision
shall not be affected. Failure by the Firm to enforce or partially enforce any
provision of these Conditions of Supply will not be constrained as a waiver of
any rights under these Conditions of Supply.
The
Firm shall be entitled, without the consent of or notice to the Customer, to
assign the benefit, subject to the burden, of these Conditions and/or any
Contract to any organisation in its group of companies at any
time.