TERMS AND CONDITIONS OF PURCHASE
1. DEFINITIONS
a. Supplier shall mean an entity/person/group of persons to whom a purchase order is
issued by (Company Name) for supply of Materials/Goods/Machinery.
b. (Company Name) Terms and Conditions shall mean these terms and conditions
mentioned below, which shall apply (in addition to any other agreement signed between
(Company Name) and the Supplier) to all Suppliers who undertake any kind of supply with
regard to the Goods/Materials/Machinery in pursuance to a purchase order issued by
(Company Name). These terms and conditions form an integral part of all purchase orders
issues by (Company Name) to a Supplier.
c. Goods shall mean any product(s) including but not limited to, office stationary, mobile
phones, computers, computer accessories, electronic gadgets, accessories, office equipments
and all products not covered under the definition of Materials and Machinery ordered for
under a purchase order issued by (Company Name) to the Supplier;
d. Materials shall mean and include but not be limited to raw materials required for
manufacture or to enable manufacture like steel, plastic, rubber, LPG, CNG.
e. Services shall include only the services required to be performed by the Supplier in
relation to Goods/Materials/Machinery (hereinafter collectively referred to as Items).
2. ACCEPTANCE
Seller has read and understands this contract and agrees that Seller's written acceptance or
commencement of any work or services under this contract shall constitute Seller's
acceptance of these terms and conditions only
3. GENERAL
3.1 Supplier shall guarantee compliance with the characteristics agreed in the purchase
orders. The Items supplied and its performance shall be free of defects, in particular with
respect to design and execution, substances and to the proper and professional processing of
all materials. Notwithstanding this, it shall comply with the technical performance data of the
technical specifications on which the Items are based.
3.2 Deliveries shall be in the make, quality and brand requested by (Company Name) under
the purchase order, namely with regard to the Items which are traded or marketed by the
Supplier.
3.3 If the Supplier anticipates difficulties with respect to production / compliance with the
delivery period or similar circumstances that could interfere with Suppliers ability to deliver
punctually or to deliver the Items as per agreed quality, the Supplier must immediately notify
the concerned contact person at (Company Name)
3.4 Partial deliveries are inadmissible unless (Company Name) expressly agrees to them in
writing;
3.5 All airway/railway/lorry receipts must be made in the name of (Company Name) and not
in the Suppliers name. The excise gate pass, delivery note where applicable should
accompany the consignment along with other relevant documents.
3.6 The acceptance of Items is subject to inspection or clearance by (Company Name) upon
arrival at the delivery destination provided under a purchase order. This shall, however, only
be a preliminary acceptance based on initial verification of Items for visible damage during
delivery and shall not include checks on workability of the Items for its intended use. If any
defects are found during use,(Company Name) shall have the right to reject such Items
anytime, at the sole cost of the Supplier and the Supplier shall be bound by the warranty
terms for such Items, in addition to replacements for the same immediately.
3.7 Unless otherwise agreed between the Parties in writing through a separate agreement,
replacement of the Items, as and when requested by (Company Name), shall be made by the
Supplier within a period of 2 days from the date of issuance of notice by (Company Name)
for replacement. If, however, the Supplier is unable to replace the same within the above
mentioned period, then (Company Name) shall have the right to procure the same from a
third party and recover all costs and damages from the Supplier.
3.8 Defective Items shall not be repaired but replaced with new Items viz. in the event of
supply of defective Items.
3.9 If the Items supplied are defective in more than two occasions continuously, then
(Company Name) shall have the right to purchase the same from a third party and claim all
costs and damages from the Supplier.
3.10 Unless otherwise mentioned under a purchase order or under any kind of written
document, the transit insurance during transportation of the Items to the place of desired
supply mentioned by (Company Name) shall be the responsibility of the Supplier.
4. BILLS AND INVOICES
4.1 The Bills and invoices shall be made out and sent in duplicate clearly indicating the
purchase order number, date and description of the consignment and shall be sent to the
Manager Purchase, (Company Name)
4.2 In the event that the invoice is not accompanying the Items or Services in physical form,
it must be sent via email to the (Company Name) email address at the time of delivery.
4.3 Each consignment shall relate to one purchase order only.
5. PASSING OF RISKS
Unless otherwise agreed by the Parties in writing, the Supplier bears all risks of loss or of
damage to the Items until the Items are received by (Company Name) at the location to which
they are to be delivered.
6. PAYMENTS
6.1 Normally within 30 days on satisfactory receipt of goods at site, In the event of any
dispute as to dimensions, weight, quality, finish, colour, design or heading, the said period
shall not be binding.
6.2 If any kind of advance payments is to be made to the Supplier at its request and which is
made a part of the purchase order then such payment shall be subject to the Supplier
providing a bank guarantee in the format provided by (Company Name) for the equivalent
amount.
6A. WITHHOLDING OF PAYMENTS
In the event of breach by the Supplier of any of these (Company Name) Terms and
Conditions and or any separate agreement, purchase order etc. then (Company Name) shall
have the right to withhold all monies payable to the Supplier and in the event of the breach
being proved, deduct whatever amounts due to (Company Name) as per the provisions
enumerated under these (Company Name) Terms and Conditions from any amounts due to
the Supplier from any purchase order. Such purchase order includes all purchase orders
issued by (Company Name) (whether already performed or yet to be performed) to the
Supplier which may or may not include the Items or Services which are under dispute but
which are also simultaneously existing along with the purchase order which includes the
Items and Services under dispute It being clarified that in the event the disputes between
(Company Name) and the Supplier are settled and the payments which were being withheld
are released to the Supplier, then such released amount shall not attract any kind of interest.
7. PACKAGING AND DISPATCH
7.1 All packages shall be boldly and clearly marked on the outside of the package with the
purchase order number and date.
7.2 Each box/packing/bundle/reel must be plainly marked with Boschs purchase order no
and address along with position of the Items and special instructions wherever necessary.
7.3 Items must be supplied / dispatched within the time and in the manner specified in the
purchase order. The time and date of delivery stipulated in a purchase order shall be deemed
to be of essence of the contract and delivery shall be completed no later than the date
specified therein unless allowed by (Company Name) to do so specifically in writing. Since
the time is the essence of the contract, no dispute with (Company Name) shall in any
manner entitle the Supplier to interrupt and or completely stop supplies during any dispute
resolution. Should the Supplier fail to deliver the Items within the period prescribed for such
delivery after acceptance of the purchase order, (Company Name) shall be entitled to
purchase elsewhere with notice to Supplier at the Suppliers risk and cost. Supplier shall be
liable for any loss which (Company Name) may sustain due to the above breach.
7.4 The Buyer reserves the right to delay the delivery of the supplies without any change in
price.
8. INSPECTION AND REJECTION
8.1 lf the Buyer finds that product\materials supplied are not of the contracted quality or not
according to the specifications required by the Buyer or are received in damaged or broken
condition or otherwise not satisfactory owing to any reason of which the Buyer shall be the
sole judge, the Buyer will be entitled to reject the material at any stage and cancel the order /
contract and buy its requirements in the open market at the risk and cost of the Seller and
recover the loss, if any, occasioned in such risk purchase, from the Seller.
8.2. Buyer, its representative, customer and regulatory authority has the right to inspect /
verify the product / process at your end. This verification, however, will not absolve you of
the responsibility to supply acceptable product nor shall it preclude subsequent rejection.
8.3 If material is not within time specifications and due to urgency material is rectified as
covered by our inspection report, extra inspection and rectification charges incurred by Buyer
shall be recovered from the Sellers.
9. WARRANTY/GUARANTEE
9.1 Seller warrants/guarantees that the goods covered by this contract will conform to the
specifications, drawings, samples, or descriptions furnished to or by Buyer, and will be
merchantable, of good material and workmanship and free from defect. In addition, Seller
acknowledges that Seller knows of Buyers intended use and warrants/guarantees that all
goods covered by this contract that have been selected, designed, manufactured or assembled
by Seller based upon Buyer's stated use will be fit and sufficient for the particular purposes
intended by Buyer. The warranty period shall be that provided by applicable law, except that
if Buyer offers a longer warranty to its customers, such longer period shall apply.
9.2 The Seller shall replace free of charge any part or parts found to be defective in quality
finish, colour, design, material or workmanship or in the event of the failure or indication of
failure within 24 months the equipment is, put into use. In case of non-conformity in the
product\ material reported by Buyer or customer, Seller is responsible for correction &
corrective action.
9.3 All after sales services with regard to the Items, to the extent that such Items are not
manufactured by the Supplier, shall be the sole responsibility of the Supplier as if it was the
manufacturer of such Items. Services shall be carried out by the Supplier under any warranty
process accompanying an Item manufactured by the original manufacturer. It shall be the
duty of the Supplier to co-ordinate with the original manufacturer and ensure that (Company
Name) gets the benefit of all after sales Services either provided by the original manufacturer
as standard warranty and or as available to (Company Name) under law.
10. RIGHTS OF WITHDRAWAL AND TERMINATION
(Company Name) shall have the right to withdraw from or terminate the contract with
immediate effect and without being liable for any kind of compensation if (i) the Supplier
defaults in supplying any Items for a continuous period of 4 weeks; (ii) defaults in carrying
out its obligation as per any one of these (Company Name) Terms and Conditions and fails to
rectify such default within a period of 7 days from the date of issuance of notice by
(Company Name); (iii) there is or threatens to be a fundamental deterioration to the financial
circumstances of the Supplier and as a result of this the performance of a supply obligation to
(Company Name) is in jeopardy
10A. INSOLVENCY
Buyer may immediately terminate this contract without liability to Seller in any of the
following or any other comparable events: (a) insolvency of Seller; (b) filing of a voluntary
petition in bankruptcy by Seller; (c) filing of any involuntary petition in bankruptcy against
Seller; (d) appointment of a receiver or trustee for Seller; or (e) execution of an assignment
for the benefit of creditors by Seller, provided that such petition, appointment or assignment
is not vacated or nullified within 15 days of such event. Seller shall reimburse Buyer for all
costs incurred by Buyer in connection with any of the foregoing, including, but not limited to,
all attorneys or other professional fees
Notwithstanding anything contained in 10 or 10A, all obligations of the Supplier which
existed prior to termination of relationship shall continue to be in force unless it is fulfilled in
totality. To such extent, these (Company Name) Terms and Conditions of purchase along with
all other documents mentioned under this document shall be effective until such
obligations of the Supplier have been fulfilled in totality.
10. TERMINATION for CONVENIENCE
In addition to any other rights of Buyer to terminate this contract, Buyer may, at its option,
immediately terminate all or any part of this contract, at any time and for any reason, by
giving written notice to Seller. Upon such termination, the entire liability of the Buyer shall
not exceed the contract price for all goods or services that have been completed in accordance
with this contract and not previously paid for on the date of termination. Buyer shall not be
liable for and shall not be required to make payments to Seller, directly or on account of
claims by Sellers subcontractors, for loss of anticipated profit, unabsorbed overhead, interest
on claims, product development and engineering costs, facilities and equipment
rearrangement costs or rental, unamortized depreciation costs, or general and administrative
burden charges from termination of this contract.
11. INDUCEMENTS
11.1 The Seller shall not
Induce an employee of the Buyer to allow any concessions to the Seller, issuance of order
or any other requirement
Pay money or any other benefit to any third party in connection with negotiation and/ or the
order
Encourage an employee to perform an act of dishonesty against the Buyer, which may
benefit the employee and/ or be detriment to the Buyer.
11.2 The Seller warrants that it shall:
(a) comply with all applicable laws, statutes and regulations relating to anti-bribery and anticorruption including but not limited to the Bribery Act 2010;
(b) have and maintain in place throughout the term of any Contract policies and procedures,
including but not limited to adequate procedures under the Bribery Act 2010 and will enforce
them where appropriate;
(c) Ensure that all persons associated with it and other persons who are delivering Goods in
connection with a Contract comply throughout the operation of that Contract
12. COMPLIANCE WITH LAW AND REGULATIONS
12.1 The Seller shall abide all applicable law applicable to its businesses in carrying out the
work outlined in the order. The Seller shall conform to all applicable statuary and regulatory
requirements
12.2 Seller, shall comply with all applicable laws, rules, regulations, orders, conventions,
ordinances or standards of the country(ies) of destination or that relate to the manufacture,
labelling, transportation, importation, exportation, licensing, approval or certification of the
goods or services, including, but not limited to, those relating to environmental matters,
wages, hours and conditions of employment, subcontractor selection, discrimination,
occupational health/safety and motor vehicle safety. Seller further represents that neither it
nor any of its subcontractors will utilize slave, prisoner or any other form of forced or
involuntary labor in the supply of goods or provision of services under this contract. At
Buyers request, Seller shall certify in writing its compliance with the foregoing. Seller shall
indemnify and hold Buyer harmless from and against any liability claims, demands or
expenses (including attorneys or other professional fees) arising from or relating to Sellers
noncompliance.
12.3 Credits or benefits resulting or arising from this contract, including trade credits, export
credits or the refund of duties, taxes or fees, shall belong to Buyer. Seller shall provide all
information necessary (including written documentation and electronic transaction records) to
permit Buyer to receive such benefits or credits, as well as to fulfil its customs related
obligations, origin marking or labelling requirements and local content origin requirements, if
any. Export licenses or authorizations necessary for the export of the goods shall be the
responsibility of Seller unless otherwise indicated in this contract, in which event Seller shall
provide such information as may be necessary to enable Buyer to obtain such licenses or
authorization(s). Seller shall undertake such arrangements as necessary for the goods to be
covered by any duty deferral or free trade zone program(s) of the country of import.
12.4 The Buyer reserves the right to terminate the order or return the supplies (is possible) if
the Seller is found and confirms his non-compliance with any applicable laws and regulations
13. DOCUMENTATION AND CONFIDENTIALITY
13.1 The Supplier shall keep confidential with respect to third parties all business and
technical information made available by (Company Name) (including features which may be
derived from objects, documents or software provided and any other knowledge or
experience) as long and to the extent that it is not proven public knowledge, and it may only
be made available to those persons in the suppliers business facility who necessarily need to
be involved in the use thereof for the purpose of delivery to (Company Name) and who are
also committed to confidentiality; the information remains (Company Name)s exclusive
property. Without (Company Name)s prior written consent, such information must not be
duplicated or exploited commercially except for deliveries to (Company Name). At
(Company Name)s request, all information originating from (Company Name) (if
appropriate also including any copies or records made) and loaned items, if any, must be,
without undue delay, returned to (Company Name) in full or destroyed. (Company Name)
reserves all rights to such information (including copyright and the right to file for industrial
property rights such as patents, utility models, semiconductor protection, etc.). In the event
this is provided to (Company Name) by third parties, the reservation of rights also applies for
the benefit of such third parties.
13.2 Further, it is mutually understood and agreed between the Parties that patterns, tools dies
if supplied or paid for by (Company Name) for the manufacture of any parts in relation to the
Items shall always be (Company Names) property and are for its sole use and are to be
returned in good order and condition at any time upon demand or at the time of completion of
order as required by (Company Name).
13.3 Further, in case the drawings, blueprints, jigs, moulds, fixtures, samples, technical data
or non-technical data are supplied to the Supplier by (Company Name) (which is also
confidential and proprietary to {Company Name}), they shall be kept as secret and shall not
be used in any manner contrary to the interest of (Company Name) and same shall be
immediately returned to (Company Name) as and when demanded and definitely on
termination of this agreement.
14. INTELLACTUAL PROPERTY
14.1 All intellectual property belonging to (Company Name) and shared with the Supplier in
order to enable the Supplier to purchase/manufacture/ supply the Items, shall remain its
property at all times.
14.2 The Items bought from the Supplier have been brought under the assumption that
(a) The Items design was an original design effort by Supplier, and that it is not a
reproduction or copy, in whole or in part, of any other materials, goods, products or articles in
violation of any patent, trademark or copyright laws of India
(b) the packaging, labelling and logos used for the Items were not copied from the packaging,
labels or logos of any other materials, goods, products or articles and were not designed to
look like the packaging, labels and logos of any other materials, goods, products or articles;
And (c) none of the goods infringe any patent, copyright or trademark of any third party.
Supplier shall be liable to defend and indemnify (Company Name) against any direct loss,
damages or expense that (Company Name) suffers or incurs, as a direct result of a breach of
third partys intellectual property rights by the Supplier.
14.3 The Supplier shall, in addition to its obligations enumerated under clause 14.2 above,
shall also undertake the following in the event of an infringement of any intellectual property
rights of third parties by the Supplier:
(i) Acquire necessary rights over such intellectual property rights of the third parties which
are the subject matter of violation; or
(ii) Undertake re-designing and development of the existing Items to ensure that they do not
violate any existing intellectual property rights of third parties.
Provided that in the event the Supplier undertakes re-designing and development in terms of
Article 14.3(ii) then such redesign and development by the Supplier shall be at no cost to
(Company Name) and the re-design and development will be done within a mutually agreed
time frame to meet the prompt time lines of (Company Name)
All of the above shall be without prejudice to any other rights of (Company Name) available
under law for the time being in force.
15. ARBITRATION
All disputes arising out of this purchase order shall be referred, except as to matters in respect
whereof the decision is specifically provided for by this condition, to the award of two
arbitrators one to be nominated by each party to the dispute.
16. SEVERABILITY:
If any term(s) of this contract is invalid or unenforceable under any statute, regulation,
ordinance, executive order or other rule of law, such term(s) shall be deemed reformed or
deleted, as the case may be, but only to the extent necessary to comply with such statute,
regulation, ordinance, order or rule, and the remaining provisions of this contract shall remain
in full force and effect.
