Terms and Conditions
Overview
This transaction is governed by the terms and conditions of the MSA or similar agreement between Newel Infotech Pvt Ltd Inc. (“Newel”) and Client currently in effect (the “Agreement”). In the absence of an Agreement, the transaction will be governed by the terms and conditions specified herein. The hardware, maintenance, and software licenses listed on the Proposal are referred to herein as the “Equipment”.
Lease
If it is Client’s intention to enter into a lease of the equipment collectively, (the “Lease”) between Client and a Lessor (“Lessor”), and Client and Lessor fail to enter into the Lease within thirty (30) days after delivery of the equipment to Client, then Client shall be obligated to pay the Total Sale Price to Newel in accordance with the terms of this Proposal.
Fees and Taxes
Client shall be responsible for and shall pay all applicable taxes, fees, restocking fees, freight, levies, imports, duties, withholdings or other charges (including any interest and penalties thereon), if any, imposed by any authorities by reason of the sale and delivery herein provided for. A charge of 1.5% per month (or the rate otherwise permitted by law, whichever is lower) on the unpaid balance for any late payment will be due.
Title; Risk of Loss
Title and Risk of Loss to the Equipment will be free and clear of all liens, claims and encumbrances of any kind and shall vest in Client as follows: f.o.b. Point of Shipment. Notwithstanding the foregoing, title to Software will remain with the applicable licensor(s), and Client’s rights therein are contained in the license agreement between such licensor(s) and Client.
Warranty/Limitation of Liability
Client will look exclusively to the manufacturer of the equipment or software purchased for any warranty claims relating thereto, and Newel shall have no responsibility for such items and their respective warranty.
CLIENT AGREES THAT NEWEL ‘S LIABILITY FOR DAMAGES, REGARDLESS OF THE FORM OF ACTION, IS LIMITED TO THE FEES RECEIVED HEREUNDER. UNDER NO CIRCUMSTANCES SHALL NEWEL BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOST BUSINESS INFORMATION, LOST GOODWILL OR WORK STOPPAGE), REGARDLESS OF THE THEORY OF RECOVERY AND REGARDLESS OF WHETHER CLIENT HAS BEEN ADVISED OF THAT POSSIBILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR WARRANTY.
Security Interest
Client grants Newel a purchase money security interest in the Equipment to secure payment of the Sales Price in full. Client hereby authorizes Newel to file a financing statement reflecting such security interest.
Notices
Any notice provided herein either of the Parties shall be in writing and, if not personally delivered, shall be by facsimile or electronic transmission (with a copy delivered by first class mail), or by registered or certified mail, postage prepaid, or by overnight delivery, addressed to the party for which it is intended at the address set forth here and above in this Proposal or to such other address as either party shall from time to time indicate in writing, said notice to be deemed to be effective upon receipt or three days from the date of mailing, whichever occurs first.
Non-Waiver
Unless otherwise agreed to in writing, either party’s failure to insist upon or enforce strict performance by the other party of any provisions of these terms and conditions or to exercise any right under this agreement will not be construed as a waiver or relinquishment of its right to assert or rely upon any provisions or right in that or any other instance; rather, the provisions and right will remain in full force and effect. No waiver shall be effective unless in writing signed by the person charged with making such waiver.
Governing Law
This Proposal shall be governed by and construed in accordance with the internal laws of India including all matters of construction, validity, performance and enforcement without regard to its conflict of laws provisions and the parties hereto submit to the non-exclusive jurisdiction of courts in Mumbai, Maharashtra.
Import/Export Control
Neither party will use, distribute, transfer or transmit any equipment, services, software or technical information provided under this Proposal(even if incorporated into other products) except in compliance with all applicable import and export laws, conventions and regulations. Client and its users will not distribute, transfer or transmit any equipment, services, software or technical information provided under this Proposal (even if incorporated into other products) except in compliance with all applicable import and export laws, conventions and regulations.
Costs and Expenses
Newel shall be entitled to recover any out-of-pocket costs and expenses incurred in connection with the enforcement of these terms and conditions, including, without limitation, court costs any litigation expeses and applicable attorney’s fees.
Effect of Purchase Order and the Like
Purchase Orders, invoices, proposals and/or order acknowledgments, if accepted by Newel, shall be binding only with respect to (i) the Equipment ordered; (ii) the fees therefor; and (iii) the delivery location. Other terms and pre-printed terms on or attached to any purchase order, proposal and/or order acknowledgment shall be void and of no effect.
Note: in case of a dispute, the Terms and Conditions (T&Cs) mentioned in our quote will supersede all other terms and conditions including the terms and conditions mentioned in your PO.
Any specific terms mentioned herein take precedence over our T&Cs.