These Terms and Conditions shall apply to any Purchase or Sales Order from ROBOSLOG and its affiliates :
1. ACCEPTANCE. By shipping the goods specified in the Sales or Purchase Order, the Supplier accepts the Sales or Purchase Order and agrees to be bound by the terms and conditions provided herein.
2. INCONSISTENT PROVISIONS. Acceptance of the Sales or Purchase Order to which these Sales or Purchase Order Terms and Conditions are attached or referenced (the “Sale or Purchase Order”) is limited to the terms hereof, expressed or implied, and any additional or different terms or conditions in any written acceptance are proposals which do not become a part hereof unless ROBOSLOG. (“Buyer”) consents thereto in writing. Any different or additional terms contained in the Supplier’s acceptance of the Sales or Purchase Order are hereby objected to and are superseded in their entirety by these Purchase Order Terms and Conditions.
3. Sales or PURCHASE PRICE. The sales or purchase price(s) specified in the Sales or Purchase Order (“Sales or Purchase Price”) shall not be subject to change without the prior written approval of the Seller or Buyer, however, In electronics R&D may take extra parts that can cost extra & don’t guarantee to result in the first iteration, the client will have to pay for at least for that electronics part.
4. INVOICING AND PAYMENT. Invoices shall be sent immediately to, Accounting Department, at the address shown on the face of the Sales or Purchase Order. Delays in receiving invoices, errors or omissions on invoices, or lack of supporting documentation will be cause for Seller or Buyer to withhold payment without losing discount privileges. Payment for the items delivered under the Sales or Purchase Order will be made in accordance with the terms contained within the Sales or Purchase Order, following receipt of a valid invoice, or acceptance of such delivered items, whichever is later.
5. QUANTITY. The Sales or Purchase Order states item quantities required by the Buyer or seller. The buyer or seller reserves the right to totally or partially reject any shipment from the Supplier that does not contain the exact quantity of items ordered for that shipment.
6. TAXES. Unless otherwise stated in the Sales or Purchase Order, the Sales or Purchase Price shall be net of any and all domestic or foreign taxes, charges, or other assessments of any kind of any government authority (including, without limitation, withholding taxes, sales tax, value-added taxes, use taxes, export duties and import duties, any interest, fines or penalties therein) (collectively, the “Taxes”) levied, directly or indirectly, regardless of whether such Taxes are levied against Supplier, Buyer or any other person.
7. REPRESENTATIONS, WARRANTIES, AND COVENANTS.
a. Representations and Warranties – In addition to all express warranties set forth in the Sales or Purchase Order and all warranties implied in fact or law, Supplier expressly represents and warrants that all goods, products and services covered, sold, transferred or otherwise provided by Supplier to Buyer pursuant to the Sales or Purchase Order (collectively, the “Products”) shall: (1) be of good quality and workmanship and free from all defects; (2) conform to and perform in accordance with all requirements of the Sales or Purchase Order, including, without limitation, all specifications, drawings and descriptions in the Sales or Purchase Order (collectively, the “Specifications”) and all samples approved by Seller or Buyer (collectively, the “Samples”); (3) be merchantable and fit for the particular purpose for which Buyer has informed Supplier the Products are to be used; (4) comply with all applicable laws applicable to the Products when and where delivered ; and (5) not infringe any patent, copyright, trademark, or other proprietary right of any third party or misappropriate any trade secret of any third party . Acceptance of or payment for the Products shall not constitute a waiver of warranties. Buyer’s approval of Samples furnished for inspection is to assist Supplier and does not relieve Supplier from responsibility to deliver goods conforming to all Specifications and all Samples.
b. Covenants – Supplier hereby agrees to (1) maintain an organization with adequately trained personnel reasonably necessary to ensure that all Products comply to and perform in accordance with all requirements of the Sales or Purchase Order, including, without limitation, all Specifications; (2) maintain a suitable quality management system to ensure that all Products comply to and perform in accordance with all requirements of the Sales or Purchase Order, including, without limitation, all Specifications; (3) acquire, maintain and utilize within its organization the latest applicable industry-recognized standards as specified in the Sales or Purchase Order; and (4) ensure compliance with all Product acceptance and Product test sample requirements specified in the Sales or Purchase Order.
8. INTELLECTUAL PROPERTY INFRINGEMENT. Supplier agrees to promptly indemnify, defend and hold harmless all Indemnitees from and against any and all claims arising out of the use of any of the Products, relating to or resulting from infringement of any: (a) patents, either in India or any foreign countries; (b) trademarks or any other proprietary rights in India or any foreign countries; or (c) similar rights.
9. ACCEPTANCE AND REJECTION. Buyer will have the right to accept delivered items or give Supplier notice of rejection or revocation of acceptance, regardless of any prior payment, test, inspection, or passage of title. No inspection, test, delay, or failure to inspect, test or discover any defect or other nonconformance will relieve Supplier of any obligations under the Sales or Purchase Order or impair any rights or remedies of Buyer. If specific Buyer, Buyer’s customer, or government agency tests, acceptance tests, inspection, and/or witness points are included in the Sales or Purchase Order, the Products shall not be shipped without an inspector’s release or a written waiver of test/inspection/witness with respect to each such point; however, Buyer shall not be permitted to unreasonably delay shipment; and Supplier shall notify Buyer in writing at least 10 (10) days prior to each of Supplier’s scheduled final and, if applicable, intermediate test/ inspection/witness points.
10. TERMINATION FOR CONVENIENCE.
(a) Buyer may, at any time by written notice to Supplier, terminate all or any part of the Sales or Purchase Order for Buyer’s convenience, in which event Supplier agrees to stop work immediately as to the terminated portion of the Sales or Purchase Order and to notify subcontractor(s) to stop work, and protect and preserve property in its possession in which Buyer has an interest. If the Sales or Purchase Order is terminated, in whole or in part, for Buyer’s convenience, Supplier shall be paid an amount, to be mutually agreed upon, which shall be adequate to cover the reasonable cost of Supplier’s actual performance of work under the Sales or Purchase Order to the effective date of termination, plus a reasonable profit thereon provided that no amount shall be paid to Supplier for (i) any anticipatory profits related to work under the Sales or Purchase Order not yet performed, or (ii) costs incurred due to Supplier’s failure to terminate work as ordered on the effective date of termination. Buyer shall have no obligation to make any of the aforementioned payments to Supplier, either for completed items or in connection with terminated work in process, unless Supplier shall establish to Buyer’s satisfaction that such completed items, or the work in process, including materials, are unusable in connection with Supplier’s other business.
(b) Buyer shall submit to us all significant documents & including NDA if needed.
(c) Buyer shall have, clear terms if any before invoicing & advanced payment.
All terms & regulations depend on mutual understanding, as per competitive electronics R&D work. R&D never commit perfect result & full guarantee on time in the first iteration.