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1. General Conditions
a) The Buyer certifies that they have read, fully understand, and will always accept in full the following provisions of the General as mentioned earlier Conditions of Sale following this article and the civil law and Chamber of Commerce.
b) The example terms and conditions below, which XB2BX by UKGB Limited is authorized to use, represent the complete understanding between the Seller and the Buyer and supersede any prior agreements the Parties may have had regarding the contract terms. Each Party knows that except what is expressly not relied on and won't be taking any action concerning any statement, assurance, representation, or Warranty made (knowingly or unknowingly). The conditions specified in the Order Confirmation shall take precedence over those in these General Conditions in case of a conflict.
2. GENERAL:
a) Any provision of this purchase order that is void, illegal, or unable to be enforced shall not interfere with, limit, or impair the validity, legality, or other clauses of this purchase order's enforceability.
b) Any party's omission or delay in exercising a right outlined in this Agreement or the Purchase Order will not be interpreted as waiving that Party's rights.
c) Written notices and other communications under these conditions must be sent to the Supplier's address for payment or to an appropriately authorized person.
Supplier's address for payment or to a duly authorized representative of the Buyer, and shall be deemed given when:
1. Personally delivered.
2. Sent by confirmed facsimile.
3. Sent by commercial overnight courier with a written receipt confirming delivery.
4. Or three (3) days after being sent, postage prepaid, by first class or certified mail.
d) The Agreement supersedes all prior written or oral agreements concerning the subject matter.
Terms of the Purchase Order and the provisions outlined above.
e) The parties acknowledge and agree that none of the representations, warranties, or other assurances expressly included in this purchase order have been used to induce them to enter into it and that their only rights and remedies concerning any representation, All additional rights and remedies are not included in any guarantee, representation, or other assurance in connection with this purchase order.
f) Regarding fraud or fraudulent misrepresentation, the terms shall not impact the parties' rights or remedies.
g) This purchase order is not intended to and does not confer any rights that may be exercised or enforced by any third party.
h) This Purchase Order can only be changed, modified, edited, or amended with a written document with both parties' signatures. Despite any discrepancy with the terms and conditions of any acknowledgement or other document supplied by the Supplier, this purchase order's terms and conditions shall control.
i) While the Purchase Order is in effect, the Supplier must follow any reasonable instructions and directions given by the Buyer by its servants, agents, and employees whenever they are on the Buyer's property.
j) In the event of termination or equitable adjustment, as well as concerning any Purchase Orders material costs, the Supplier shall maintain complete and accurate records of all expenses incurred in fulfilling the terms of the Purchase Order. These records shall be subject to inspection and audit by the Buyer.
k) Without the Buyer's prior written approval, the Supplier may not assign or subcontract all or any portion of its obligations under the Purchase Order. Even if the Buyer approves of any assignment or subcontract, the Supplier shall be held accountable and in charge of all duties arising from this Agreement and shall ensure the assignee's or subcontractor's performance.
3. Scope of application and completion of the contract
a) The following standard terms and conditions of sale (in the future, the "General Conditions"), together With special terms and conditions of sale and all relevant considerations provided in the order confirmation (starting now, the "Order Confirmation") and in all the related documents shall constitute the sole discipline of the contract (starting now the "Contract") between XB2BX.com / UKGB Limited, with head office in 45 Albemarle Street W1S4JL London, (in the future the "Seller" or "Middle Seller, or also a representative seller and the buyer (starting now the "Buyer") ( the Seller and the Buyer are jointly defined as a "Parties") regarding the manufacture and delivery of goods (in the future the "Product/s" as explicitly defined in the order confirmation. Any additional terms and conditions that have not been expressly approved by the Seller but have been made by the Buyer in writing or verbally by the Buyer and are in conflict with these General Conditions are superseded.
b) Once the Buyer, one of our members, or an XB2BX supplier receives the Order Confirmation sent by the Seller, any agreement between XB2BX, the Seller, and the Buyer shall be assumed to have been executed.
c) Any integration or modification of the General Conditions made to the Buyer's purchase order (in the future, the "Order") or to any other document is only permitted and applicable to the Parties if it is made clear in the Order Confirmation or if it has been expressly approved in writing by one of our Sellers or Seller Partners.
d) Alternatively, if it is not expressly rejected or the performance of the contract is carried out, the subscription or restitution of the Order Confirmation or, in the event of discrepancies between the Order and the Order Confirmation, By signing the contract, the Buyer is indicating that they agree to the precise terms and conditions stated in the order confirmation.
e) An order for a given quantity of products, unless otherwise specified in the order confirmation, must be deemed correctly processed with a tolerance of more or less 3% in the number of products, excluding the price adjustment. From this point forward, the Buyer accepts this potential contract variation and any possible variations in the goods delivered.
f) Unless otherwise specified in the contract, all information, facts, and technical data specifications relating to the Products, such as weight, dimensions, capacity, and performance published in catalogues and similar materials, are binding on the Seller concerning the Warranty.
g) To meet its production or business needs, the Seller is free to adapt the Products in any way it sees fit without changing their essential qualities.
h) carried out by XB2BX partners or the Seller's Supplier. Suppose the delay attributable to the Seller lasts longer than 3 (three) weeks. In that case, the Buyer may cancel the contract concerning the Products whose delivery has been delayed by providing written notice to the Seller 10 (ten) working days in advance (even by fax or direct seller email).
i) Any delay resulting from unforeseen circumstances, acts or omissions of the Buyer, such as failing to submit information regarding usage guidelines, technical specifications, drawings, and, generally, failure to give information to offer the Products, shall not be attributed to the Seller.
j) The payment of the sum indicated excludes any reimbursement for damages resulting from the delayed delivery of any Product, except for cases of the Seller's willful misconduct or gross negligence.
k) In situations approved by the Italian Chamber of Commerce Code or the United Kingdom Code (changing of the parties' property conditions), the Seller can suspend its contractual duties by writing a notice, provided that the necessary assurance is provided.
l) When the Seller notifies the Buyer that the products are available for delivery, and the Buyer delays picking up the yields by more than 7 (seven) days, the Seller can invoice the products in advance, and the payment terms start to run. Any costs or obligations associated with the storage and custody of the Products are, in any case, the Buyer's responsibility.
m) The Seller can choose whether to seek specific performance or cancel the contract if the Buyer refuses to collect or receive the Products or a particular lot, except for the right to reimbursement and damages.
n) It is acknowledged that the exclusion of any other Seller's liability (both contractual and non-contractual) resulting from the provided Products (such, for example, compensation for damages, loss of earnings, retreat campaigns, etc.) and the absorption and replacement of any warranties or liabilities provided by law under this Warranty.
4. What this Agreement Does
a) The following conditions:
b) Buyer refers to the entity identified in the Purchase Order (as defined below) as XB2BX.com through UKGB.
c) The definition of confidential information is provided in the clause below.
d) Delivery Date denotes the day the goods are supplied to the XB2BX web platform following the paragraph below.
e) A purchase order is a request made by the Buyer subject to these terms and conditions for products or services given by supplier members or direct manufacturers in exchange for fees the Buyer is responsible for paying.
f) Supplier is the business that is mentioned in the purchase order.
g) Warranty Period is the twelve-month window beginning of the Delivery Date or Acceptance.
5. APPLICATION OF TERMS:
a) Supplier promises to fulfil the Purchase Order's requests for products and services and to do so in line with its terms and conditions.
b) Additional or different terms in the Supplier's acknowledgement or any other documents result from this rejection.
c) It's not exclusive to use this Purchase Order. Buyer is free to use alternative providers to deliver items identical to or similar to those provided by Supplier.
d) ACCEPTANCE: The Seller acknowledges that they have read and comprehended this Agreement and accepts that only the written acceptance of this Agreement by the Seller or the beginning of any work or services under it will serve as evidence of such endorsement.
e) applies to any items we sell you even if it is not signed; it takes precedence over any conflicting terms or conditions in any purchase orders or other papers you use (unless we expressly agree to something else in writing and sign a document to that effect).
f) During the contract term, there may be no price increases.
g) We shall be free to cancel the purchase order without incurring any liability whatsoever if the Seller does not acknowledge receipt within 10 (Ten) days of the date of receipt or acceptance.
6. Price and cost go up.
When you submit your Order, we will let you know the cost of the goods.
a) If our expenses rise between the time an order is placed for delivery, we reserve the right to raise the price. You can cancel the Order, but we won't be responsible for any losses you sustain if you do not have the right reason to proceed.
7. Quotations
a) Any quotation we provide includes prices and other information only valid for ten days or the specified limited period.
b) Orders
c) You understand that after you place an order with us, we might order or produce items expressly for you, and we might only let you change or cancel the purchase if you make up for the losses we suffer or we give our prior approval.
8. OPEN AUDIT RIGHT
a) Buyer has the right to enter Seller's property at its expense to examine and audit the relevant records, including Seller's administrative processes, to support the fees claimed in the invoiced amounts under this contract. For three (3) years following final payment, or for a longer term as Buyer specifies in this contract, Seller will keep all relevant documentation for auditing costs invoiced by Seller. Additionally, Seller agrees to fully cooperate with Buyer in response to all reasonable inquiries made by Buyer during the review(s) or audit(s) and acknowledges that the findings of such audit may serve as the foundation for resolving any disagreements that may develop regarding payments made following this Agreement.
b) Seller acknowledges that the Buyer's business operations are self-regulatory and pledges to uphold the commercial behaviour code. Seller further promises to notify the local ethics counsellor, the Buyer's ethics counsellor, or the Buyer's CEO as soon as it becomes aware of any violation or future breach of the Code by anybody. In return, the Buyer promises to keep all communications received secret.
c) GST
d) The pricing for the goods does not include the Goods and Services Tax (GST) unless otherwise specified. GST must be paid the same way and simultaneously as the goods' purchase price. We will provide a tax invoice that includes the relevant GST.
e) PRICES AND TAXES: Unless otherwise specified on the Purchase Order, the prices or fees specified therein shall be exclusive of GST and VAT and shall include all other incidental costs and taxes, including without limitation all freight, insurance, and packing fees as well as all sales, use, excise, added value, and similar taxes, as well as all customs, duties, and governmental impositions, unless the Buyer has agreed otherwise in writing. The invoice needs to separately itemize each tax the Buyer is responsible for paying.
f) Buyer shall pay Supplier the amount due, less a deduction for any withholding tax, and shall account to the appropriate tax authority for the right whether any payment that must be paid concerning an invoice that the Supplier issues in response to a purchase order are mandated by law to be subject to any withholding tax.
For this Agreement, payment of such net sum to the Supplier and the appropriate tax authority of the abovementioned withholding tax shall represent full settlement of the amounts due under the relevant Purchase Order. As a result, the Buyer agrees to provide any necessary evidence that may reasonably be requested of the payment of any amounts upon written request from the Supplier and at the Supplier's expense.
g) Supplier guarantees that the prices charged for the items sold and services rendered under this Agreement are not less advantageous than those currently offered to any other customer for identical or similar goods in an equivalent quantity and services. The Supplier agrees to adjust the pricing above if it lowers its prices for such products and services before accepting the Buyer's Purchase Order or performing any Purchase Order for services. The Supplier guarantees that the prices listed on the purchase order are accurate and that no further costs will be imposed without the Buyer's express written permission. Shipping, packaging, labelling, custom duties, taxes, insurance, storage, boxing, and crating are just a few of the extra costs that may apply.
h) When the Seller ships the products to the Buyer, that is the price the Buyer will pay or renders the services, even if a price reduction occurs after the Supplier accepts a purchase of goods or services but before the Supplier has shipped the goods or rendered the services. If the price is reduced, the Supplier will give the buyer credit for the items or services already in their inventory. The price protection credit will be the difference between the initial price the Buyer paid and the updated price for the products or services, less any prior distinctions already given out. The price paid by the Buyer will always be the Buyer, even if a cost increase for any goods or services occurs after Supplier agrees with a purchase order for the goods or services but before Seller has shipped the goods or rendered the services.
9. Delivery
a) Even if the freight is expedited, the delivery Confirmation is estimated and does not account for transit time.
b) To deliver the goods to the delivery location and on the date specified in your purchase, we shall make a reasonable effort. But we won't be responsible for any losses you experience due to a delay or failure to deliver the items. As you assume ownership of the products, the risk in those goods will pass to you.
10. SHIPPING, DELIVERY AND ACCEPTANCE:
a) As the relevant Purchase Order states, the Supplier shall provide the requested products and services.
b) To ensure that the goods are delivered to the Buyer in excellent condition and in accordance with the purchase order, the Supplier must package and ship all items in line with any applicable industry standards. All shipping containers, packing lists, delivery tickets, and bills of lading shall bear the Purchase Order number appropriate to that. Upon delivery to the specified destination or final acceptance by the Buyer, title and risk of loss transfer to the Buyer, whichever comes first.
c) Buyer retains the right to reject deliveries or services rendered before or following the date specified in the Purchase Order. At its discretion, the buyer may request delivery of equal quantity and quality replacement goods if the ordered goods are destroyed before the title passes to the Buyer or if the delivery is not completed on time. Buyer may also choose to terminate the purchase order concerning any goods or services that have not yet been delivered and to find alternative goods or services elsewhere. The Supplier assumes risks of loss or damage that the Buyer rejects with the right reason. The delivery window shall be of the essence.
d) Accepting deliveries that are not following the terms of the Purchase Order Agreement will not be construed as a waiver of the Buyer's right to hold the Supplier accountable for any losses or damages suffered by the Buyer or change the Supplier's responsibility to make subsequent deliveries following the provisions herein. Shipments that do not adhere to the provisions of this Agreement may be returned to the Supplier, and the Supplier shall reimburse the Buyer for any handling and transportation expenses incurred as a result. Unless otherwise agreed by Buyer in writing, Supplier shall be responsible for all shipping, transportation, and packing charges.
e) As evidenced by any acceptance certificate signed by the Buyer, acceptance will take place (i) for services or goods installed by the Supplier upon completion to Buyer's satisfaction of any acceptance tests or programs detailed in the purchase order or attachments to that; or (ii) for goods not installed by the Supplier on the thirty-first (30th) day following receipt of the product by the Buyer, unless Supplier is informed in writing within this time frame that, in Buyer's sole discretion.
f) Any costs incurred to take possession of a shipment delivered differently than described will be reimbursed to the Buyer by the Seller.
g) All packages must be boldly and legibly tagged with the purchase order number and date on the outside of the box.
h) The pricing shall be FOR Pune, and no additional adjustments will be made for packing, forwarding, or transportation unless expressly stated.
i) Any materials or goods that are damaged due to improper packing or a lack thereof without guaranteeing the protection of the items are the sellers' responsibility.
j) Unless otherwise specified in writing in advance, goods shipped by VPP or documents presented through a bank against cash will not be accepted.
k) Any materials received by the Buyer above the quantity purchased are at the Seller's entire risk, and the Buyer is not obligated to accept them.
l) Subject to the conditions stated in the Order, materials or items must be supplied or dispatched within the stipulated time frame—the time and delivery date specified in the purchase order of the essence of the contract. Delivery shall be completed by the date fixed for the Order's subject matter or any consignment or portion thereof within the time frame specified for such delivery, failing which the Buyer shall be entitled to make an alternative purchase. Without giving the Seller notice and at the Seller's risk, the Buyer may substitute products or materials of like kind (where other products exactly meeting the particulars are not, in the Buyer's final and easily obtainable judgment, readily available) without giving the Seller notice or terminating the Agreement in any other manner in respect of the consignment not yet due for delivery or to cancel the contract in its entirety. In either event, the Seller shall be liable for any loss the Buyer may sustain on that account, but the Purchaser shall not be entitled to any gains on repurchases made against default.
m) The Buyer may postpone the supply delivery without affecting the cost.
n) Buyer reserves the right to alter the drawings and specifications of the goods at any time, as well as the scope of the work covered by this contract, including any work relating to inspection, testing, or quality control. The Seller agrees to make these changes as soon as possible. Following receipt of documentation in the format and with the level of detail that the Buyer specifies, any difference in price or time for performance resulting from such revisions shall be reasonably adjusted by the Buyer.
11. REJECTION AND INSPECTION
a) If the Buyer discovers that the products or materials supplied are not of the agreed-upon quality, are not made following the specifications requested by the Buyer, are received in a damaged or broken condition, or are in any other way unsatisfactory for any reason, the Buyer will be permitted to reject the material at any stage, to cancel the Order or contract, and to purchase the items needed in the open market at the risk and expense of the Seller to recover the purchase price.
b) The buyer, its representative, Customer and regulatory authority have the right to inspect/verify the product/process at your end. This verification, however, will not absolve you of the responsibility to supply an acceptable product, nor shall it preclude subsequent rejection.
c) Local Sellers shall remove the rejected material within two weeks. If the Seller fails to collect the rejected materials within this time, the Buyer will scrap the materials after the period. The Buyer will have no liability, including its loss, regarding such discarded materials. In the case of outside Sellers, the rejected materials shall be promptly returned to them at their cost in all respects. So long as the rejected materials lie at our Works for any reason, they shall be at the Sellers' risk and responsibility.
d) If the material is not within time specifications and is rectified due to urgency, as covered by our inspection report, extra inspection and rectification charges incurred by the Buyer shall be recovered from the Sellers.
e) The Seller shall recover the Stock rejection covered by the Buyer inspection report due to a material defect. The defective product\material will not be sent to the Seller; however, credit towards the scrap realization will be given to the Seller.
12. Return of obviously defective goods
a) The Key Terms outline the time frame for returning damaged goods. When the goods are delivered, you must inspect them; if there are any flaws, you must let us know immediately. This applies if the items are flawed due to a shortage in the amount delivered, a lack of acceptable quality (as defined by the Australian Consumer Law), or a failure to meet a specified requirement. Suppose you contact us within a different time frame. In that case, you will be regarded to have accepted the goods and are still required to pay for them in full regardless of any flaws (except hidden or latent defects expected to have been discovered within the allotted time). If you assert that the items are defective, you will return them as soon as possible (or if it is impossible to replace them, make them available for us to inspect). We will accept returning the goods if we assume that they are defective.
b) Unless otherwise agreed, any supply shall be deemed to be made ex-works at Seller's premises (EXW Incoterms 2010), even if it is decided that the shipment has to be carried out totally or in part by the Seller.
c) Unless otherwise agreed in writing, the risks when the Products are handed over first carrier at the Seller's premises.
d) Any complaints regarding the packaging, quantity, or outward appearance of the Products (apparent defects) must be communicated to the Seller with return receipt within 8 (eight) days of receiving the Products; in the absence of notification, the Buyer will lose the right to assert the defects as mentioned above. Any complaints regarding hidden defects (Defects not detectable by proper inspection after shipment) must be sent by registered mail with a return receipt requested letter within 8 (eight) days of discovery in case later than 12 (twelve) months from delivery in the absence of notification of the Buyer will lose their right to assert the defects as mentioned earlier.
e) The parties agree that no complaint or objection shall entitle the Buyer to suspend or delay payment for goods and other supplies.
13. Prices
a) Prices are to be taken into account ex works at the Seller's premises unless otherwise agreed. Any other sale form must include a supplement containing the CIF contract's terms and conditions.
b) Cancellation or change in Order: The buyer has the right to cancel the Order before delivery, and no fees or other costs will be charged for cancellation. Buyer may change or cancel any purchase in writing to adjust the price, delivery date, or both.
PAYMENT TERMS AND INVOICES:
a) In the event of a disagreement over the dimensions, weight, quality, finish, colour, design, or heading, it is typically within 28 days of the goods being satisfactorily received at the site. However, the specified term shall not be legally enforceable.
b) On the terms specified in the Key Terms, you must pay us for the items. However, we may compel you to pay for the products on or before delivery if we determine (in our sole discretion) that your creditworthiness could be better or the sum would exceed our credit limit.
c) The purchase order number, date, and consignment description must be appropriately written on the bills and invoices, which must be duplicated and sent. The Manager Purchase must receive the bills. Buyer shall pay Supplier the sum mentioned in the relevant Purchase Order as complete consideration for the delivery of goods and execution of services as transfer of rights to Buyer as stipulated herein. Invoices from the Supplier must be submitted under local tax laws and include the Purchase Order number, applicable description, quantity, unit price, extended totals, the date the services were completed, if any date product serial numbers and any other details the Buyer may request.
d) Within sixty (60) days of the date the Buyer receives the invoice, all duly submitted and undisputable invoices will be paid. Acceptance of any products does not occur upon payment of any invoice. For violating any restrictions and conditions, an invoice may be denied. Any credit notes owed to the Buyer's company must be settled within five (5) business days.
e) The currency specified in the Purchase Order must be used for all invoices.
f) The payment method shall be at the Buyer's discretion, and the Supplier shall bear all bank or related bank fees.
g) each consignment shall relate to one purchase order only.
h) If the Parties agree to a deferred payment, it shall be made, unless otherwise agreed, by 30 (thirty) days from the invoice sent to the buyer by bank transfer or receipt. Every payment from Buyer to Seller shall be deemed duly made when Seller has received such payments in his United Kingdom bank account. Suppose Parties agree that a bank guarantee grants the cost. In that case, the Buyer should provide a bank guarantee at first demand, issued by a primary bank following ICC's Uniform Rules for Bank Guarantees, within 30 (thirty) days from the Order Confirmation and no later than 15 (fifteen) days before the delivery date of Products, payable against the Seller's declaration stating that no payment has been received within the agreed terms.
i) If the Parties agreed to the advance payment without further indication, it shall be presumed that it refers to the total price. Unless otherwise agreed, the advanced payment must be received in the Seller's bank account within 30 (thirty) days from the Order Confirmation by 15 (fifteen) days before the agreed delivery date.
j) Unless otherwise agreed, any bank expenses and commissions owed about the payment shall be borne by the Buyer.
k) If the Buyer fails to make any payment under this contract, the Buyer shall pay overdue Interest to the Seller on any due amount due date until the Seller's actual receipt of full payment under the United Kingdom as subsequently amended.
l) In case of delayed payment, XB2BX.com is allowed: (i) to suspend the performance and any delivery of Products until the Buyer accomplishes all its contractual obligations; (ii) to terminate the contract with the Buyer in case of receivables past due for more than 30 (thirty) days, without prejudice with a right to claim for compensation.
m) Unless otherwise agreed in the Order Confirmation, the payment shall be made in Euros, and it is to be understood at the Seller's seat, even if promissory notes cause it.
n) The Buyer shall not in any case: (i) suspend or delay the payment of Products, also in case of defects, without prejudice to the right to claim back any disproportionate amount (solve et repete); (ii) set off any debts payable to the Seller with credits receivable from the Seller without Seller's written consent.
o) The Seller may set off any debts payable to the Buyer with credits receivable from the Buyer, whether under contract or otherwise.
p) The Seller commits itself to remedy, following the following conditions and terms, any such defects, lack of quality or non-conformity for which the Seller is liable that occurred within 12 (twelve) months from the delivery of Products on condition that such defect has been promptly notified as per the article.
q) The Seller makes no representations or warranties of express or implied, including that the Products conform to unique specifications or technical features or are suitable for a particular use unless they have been expressly agreed upon in the Order Confirmation or documents attached to the Order Confirmation.
r) Except in case of fraud or gross negligence of the Seller, the Seller's only obligation in case of defects, lack of quality or non-conformity of the Products will be replacing or repairing the defective Products. It is agreed that the Warranty provided by this (i.e. the obligation to revise or to replace the Products in case of defects, lack of quality or non-conformity of Products for which the Seller is liable) is absorbing and replacing any other legal guarantee or liability provided by law and excludes any other Seller's liability (both contractual or extra-contractual) which may arise from the Products supplied (e.g. compensation of damages, loss of profits, etc.). The repaired or replaced Products will be subject to the same Warranty for 12 (twelve) months from the repair or replacement date.
s) The above Warranty covers A) all defective products resulting from improper storage and use, including those made by third parties, or non-compliance with the Purchaser's operating and maintenance instructions during manufacture, and in any case, defective products caused by third parties; B) Does not conform to specifications or special features, or are not fit for a particular purpose, unless agreed in the accompanying documents for order confirmation or late payment interest. Terms, then you have to pay the APR on late payment at key points. Interest will be calculated daily on the principal amount.
14. REPRESENTATIONS AND WARRANTIES:
a) Thus, the Seller has the right to sell the goods and perform the promised services; all deliveries and services performed will meet the terms and specifications specified in the Order; All items provided are in original condition, and all items provided are new and unused. Products and services do not infringe patents, copyrights, trademarks, trade secrets or other intellectual property rights, and the rights and expertise of the third Party are sufficient for the agreed work. Time. Therefore, Seller agrees to offer Buyer the remainder of Seller's current lower price for five (5) years from the date of purchase of the last receipt.
b) Prior warranties are in addition to all other warranties, express or implied, and will survive delivery, performance, inspection, acceptance or payment by the Buyer. The Purchaser's review, testing, approval, approval or use of the product doesn't void any of the Seller's warranties, here or otherwise. In the event have a defect is found throughout the warranty period, the Purchaser will notify the Seller and, at the Seller's expense and discretion:
c) The Seller must replace the damaged or defective item, fix the defect or noncompliance, and accept the defective or defective item for a full refund. Meet Buyer's requirements for the Services or any part thereof. The product may be replaced or repaired during the warranty period or within six (6) months, whichever is longer.
15. EXCLUSIVE SERVICES
a) Seller agrees that, at Buyer's request, it will not, for twelve (12) months following completion of the Services, assign those persons who directly and substantively performed services for Buyer under this contract and had access to Buyer's Information to perform similar services for a competitor in the same line of business as Buyer. This clause is subject to any limitations imposed by local law.
16. NO ADVERTISING.
a) The Seller shall not promote or advertise that it undertakes to provide the services under this contract to the Buyer or use any of the Seller's trademarks or trade names in sales or advertisements without the Buyer's prior consent.
17. TERMINATION.
a) Buyer may terminate any Order by giving written notice to Seller, fails to comply with or violates any terms of the Purchase Order and fails or fails to do so within seven (7) days of Buyer's notice; filing bankruptcy, bankruptcy or compensation claims; Privacy violation; Transfer or attempt to transfer all or part of this Listing to a third party without the prior written consent of the Buyer.
b)Unless stated explicitly in the contract and paid for, the Buyer is not responsible for any direct or indirect loss, damage, or expenditure incurred by the Seller. Giving thirty (30) days' written notice to the Seller allows the buyer to cancel any order, in whole or in part, unilaterally. Up until the end date, it informs the buyer of the worth of the products and services received. At the time of the notice's termination, the client cannot sell the items covered by the purchase agreement.
d) All Confidential Information of Supplier and Buyer under an Order shall immediately terminate, as buyer-to-buyer, upon the termination of an Order for whatever reason.
e)The Termination of this Agreement will not affect the parties' obligations before this date. The terms of this Agreement, whether realized or not, are effective from the date of termination or expiration.
18. INDEPENDENT CONTRACTOR SERVICES:
a) The parties acknowledge that the Supplier has no stated or implied power to obligate the Buyer in any way and that they act as independent contractors for all reasons.
b) The Supplier shall deliver its supplies and equipment and shall be responsible for any charges and expenses consequent to performing its duties under any Purchase Order.
19. OWNERSHIP:
a) All work products and goods (including without limitation all documentation, user manuals, training materials, guides, specifications and other information relating to that, whether in writing, electronic format, or Unless otherwise made or provided by the Supplier following a Purchase Order, such items are and will always be the sole property of the Buyer. The Supplier, with this, agrees to assign and transfer to Buyer irrevocably and does, as a result of this assignment and transfer to Buyer all of its worldwide rights, title and interest in and to the work product and the goods
b) This includes all related intellectual property rights. The ownership of all tools and equipment provided to the Seller by the Buyer belongs to the Buyer.
c. Seller acknowledges that it has all necessary rights and privileges to provide clear names and titles to Buyers according to this Listing. Seller disclaims that Buyer, any of Buyer's affiliates or holding companies or parent companies, or any of its direct or indirect customers, has made any claims or licenses Customer's intellectual property relating to the Business Products and Services.
20. INDEMNITY:
a) The Seller shall be liable for any claims, lawsuits, liabilities, damages, losses, costs and expenses (including legal fees)arising from or attempting to provide products and/or services according to any Decision. , including, but not limited to, malfunctions, goods or services, claims by a third party that the claimed goods or services, such services, or other goods or processes provided according to the Order, infringe any third party's patent, copyright, or trademark. Copyright or other proprietary rights, whether provided alone or in conjunction with other products, software or procedures; Seller does not comply with any laws, regulations rules including but not limited to those related to privacy regulation or control, negligence or misconduct by the Seller, its agents or employees; death or physical injury of a person; Refusal to cause, cause, interfere with or cause loss or damage.
b) Should Buyer's use, or use by its employees, contractors, subcontractors or customers, of any goods or services purchased from Supplier be threatened by injunction or any legal proceeding, Supplier shall, at its sole cost and expense, either: substitute fully equivalent non-infringing goods; (ii) modify such goods so that they no longer infringe but remain entirely identical in functionality; (iii) obtain for Buyer, its employees, contractors, subcontractors or customers the right to continue using such goods; or (iv) if none of the preceding is possible, refund all amounts paid for the infringing goods.
c) Seller shall indemnify and indemnify Buyer from any liability, claim, demand or expense (including attorneys' fees and other professional fees) for damage to or from Buyer's premises if it is Buyer's work or Buyer's use. or injury. Liability(including death) of Buyer, its employees, or other persons arising from connection with Seller's performance or use of Buyer, except for claims or claims arising out of Buyer's complete negligence.
21. INSURANCE.
a) Seller must provide, at its own and its own expense, all force and adequate commercial liability insurance (including insurance liability) for bodily injury, death, "generalized" damage, broadcast injury and bodily injury. Limitations include(ii) all ambulance owners, non-owners and renters, with a total of not less than two million dollars ($2,000,000) per accident and a total of two million dollars ($2,000,000) for bodily injury and damage. Auto insurance is limited to not less than one million dollars ($1,000,000) per bodily injury and property damage, and the workers' compensation limit will be governed by the state's laws in which the services will be provided. Employer's insurance for injury, sickness, and death of one million dollars ($1,000,000) per accident and workers' compensation, workers' compensation for damages money, safety, and other property (eg.
b) Coverage for personal property and new property up to a limit of $250,000, with an exemption of not more than$5,000 per loss, the general liability of the resulting form, with a named recipient of the person paying the loss, up to three limits each and one hundred million dollars collectively ($3,000,000). The insurance policy described here will identify the Buyer as the additional insured. The insured's insurance will be considered the first, and the person purchasing the insurance policy will not be entitled to assistance.
c) However, the Supplier's insurance policy may produce different results. Upon request, the Supplier will provide the Buyer with an insurance certificate showing the coverage required herein.
24. COMPLIANCE WITH LAWS. a) General: Seller will comply with all laws and regulations in fulfilling this Order, including but not limited to applicable laws, rules and regulations. Seller will comply with all laws, rules and regulations and other requirements applicable to this Agreement. b) Customs: Upon the Buyer's request, Supplier will promptly provide the Buyer with a statement of origin for all goods. c) Seller will not use information obtained from any employee, employee or other person serving in a government or agency or any PO who knows or should know any part of such money, gift or payment or other Interest... Offer, promise or pay any money, gift or other property to any person to influence the performance or decision of the Buyer. This is good. d) Suppliers shall not engage in unlawful, unfair, or misleading commercial activities. For the following operations, the Seller must get the licenses, permissions, authorizations, and certificates that may be required by any decision or management or administration at its own cost. The Seller must follow the rules and restrictions set forth by Buyer, and the Buyer must periodically update the Seller with new information and data. Sellers must follow the Buyer's Code of Ethics and Business Conduct. 25. INTELLECTUAL PROPERTY. a) Drawings and sketches, if any, furnished by the Buyer to the Seller shall be a controlled copy and always remain the Buyer's property and shall not be used for purposes except for which they are provided. They shall not be defected, altered, copied or allowed to be copied in any manner whatsoever except with the prior approval of the Buyer. Seller shall be responsible for their safe custody during their possession period and ensure their prompt return to the Buyer when no longer required. b) The Seller agrees not to claim any rights (other than claims of patent infringement) concerning any information it discloses or may subsequently disclose to the Buyer regarding the goods or services covered by this contract. c) Trade Mark of which the Buyer is either the registered proprietor or registered user shall, if so approved by the Buyer, be used only on the goods supplied to the Buyer and in the manner provided. Their use, colourable or otherwise, in any way concerning the products of the Seller, not for use by the Buyer, shall be strictly prohibited and, in the case of default, shall render the Seller liable to legal action. d)Seller agrees to (a) defend, indemnify and indemnify Buyer, its successors and assigns against any alleged infringement, including patent, trademark, copyright, industrial design or other rights, or misuse or abuse of trade secrets. For damages and expenses (including attorney's bridge fees and additional professional fees in connection with the goods or services that are the subject of the contract, with the knowledge that the Buyer and the Seller provide a part of the goods or services; the Seller makes a claim against the Buyer for compliance with the Buyer's specifications; (b) Buyer orBuyer's designee shall have the right to repair, remake or redo certain items delivered herein without compensation teller; (c) Products made to Buyer's drawings and specifications will not be made available to Buyer or sold to third parties without Buyer's prior written consent; and e) (d) Work is considered "paid work" to the extent that this contract establishes the right to work. If work is not qualified as a "rental work, " the Seller transfers all rights, titles, interests, and rights and equity to the Buyer. f) XB2BX.com is the sole owner of any trade names, marks or other intellectual property rights related to this Contract's Products. Nothing herein contained may be construed as passing, even partially or temporarily, the ownership or giving the right of use of any such intellectual property rights to: XB2BX.com. 26. SUPPLIER QUALITY AND DEVELOPMENT; INSPECTION. a) Seller consents to comply with all quality rules and procedures stipulated by Buyer, as amended from time to time, including those that apply to Seller, and to participate in Buyer's supplier quality and development program(s). Additionally, the Buyer shall be granted the right to enter Seller's premises at reasonable hours to inspect the premises, the products, the materials, and any other Buyer property covered by this Agreement. Inspection of the goods by the Buyer at any stage of production, before delivery, or within a reasonable time following delivery does not constitute acceptance of any finished goods or work-in-progress. 27. FORCE MAJEURE. a) The Buyer shall not be liable for nonperformance, delays in, or failure to perform hereunder if the extent caused by events beyond their control but not limited to acts of God, governmental decrees or restraints, strikes or other labour disturbances, war, sabotage, change of law, refusal on the part of any governmental, governmental agencies, bank Jr., or other competent authority to grant any necessary permit license, sanction, or decision to revoke or suspend the Agreement. 28. INSOLVENCY. a) Any of the following situations, or any others like them, give the Buyer the right to immediately end this Agreement with Seller without incurring any costs to the Seller: Any insolvency of the Seller; filing the voluntary petition in bankruptcy by the Seller; filing of any involuntary petition in bankruptcy against the Seller appointment of a receiver or trustee for the Seller; or execution for the benefit of creditors by the Seller, provided that such petition, commission, All expenses incurred by the Buyer concerning any of those mentioned including but not limited to all legal and other professional fees, shall be covered by the Seller. 29. TERMINATION FOR BREACH OR NONPERFORMANCE; SALE OF ASSETS OR CHANGE IN CONTROL. a) Seller: rejects or violates the terms of this Agreement, including Seller's Warranties; (b) fails to provide services or deliver goods as requested; is under threat of not being completed on time and not completing the service or delivery; fails to remedy failure or breach within ten days, Buyer reserves rights to terminate all or any part of this policy without liability to Seller or such shorter period if commercially reasonable under the circumstances, after receipt written notice from Buyer specifying such failure or breach. In addition, Buyer may cancel the contract upon giving at least If Seller sells or offers to sell a sizable amount of its assets, sells, exchanges, offers to sell, discussions, or causes to be sold, exchanged, a significant portion of its stock that results in a change in Seller's control, Seller shall provide Buyer with at least 60 days' notice, without incurring Seller's liability. 30. TERMINATION FOR CONVENIENCE. a) In addition to any other rights it may have, Buyer may, at its discretion, immediately terminate any portion of this Agreement by providing Seller with written notice at any time and for any reason. The contract amount for any products or services delivered in line with it and have not yet been paid for on the date of termination shall be the Buyer's full responsibility upon such termination. Buyer is not responsible for and obligated to reimburse Seller for any loss of anticipated profits, unabsorbed overhead, Interest on claims, product development and engineering costs, facility and equipment relocation costs, or rental. This also applies to claims made by Seller's subcontractors. Or rental, unamortized depreciation costs, or general and administrative burden charges from termination of this contract. 31. SAVINGS. a) By stipulating special conditions in any purchase order, the Buyer reserves the right to add, amend, alter, modify, or render inoperative one or more of these terms. To the extent that this is done, the changed and additional clauses take effect, and the Buyer's decision is final in any disagreements relating to the purchase orders. When calculating payment against this Order, any money owed to the Buyer as compensation for damages or under any other charge may be adjusted. b) The Buyer has the right to set off against or recoup any amounts due to the Seller and its affiliates/subsidiaries from the buyer and its affiliates/subsidiaries in addition to any legal right of setoff or recoupment. All amounts due shall be considered net of any debt owed by the Seller and its affiliates/subsidiaries to the Buyer and its affiliates/subsidiaries. The piece is insufficient to cover the recoverable total, and the Seller must pay the Buyer the rest owed immediately. 32. FALL CAUSE. a) The prices charged for the goods supplied by the contractor under the contract may be, at most, the lowest price at which the contractor sells the same interests to another party during the contract's term. b) The price payable under the contract for the Stores supplied after the date of such reduction or sale shall stand accordingly reduced. If, at any time during the period mentioned above, the contractor lowers the sales price of such stores or sells such stores to any other persons at a price lower than the price chargeable under the contract, he shall immediately notify the Director and General Manager or the concerned authority. c) will not, however, apply to Exports by the contracts Sales of goods as original equipment at prices lower than the prices charged for regular replacement. d) The Seller is in charge of passing down purchase order (PO)/contract requirements to the lower tier of sellers. e) The Seller is responsible for ensuring the non-disclosure agreement (NDA), a contract requirement, is appropriately signed before the Buyer offers feedback. 33. BREACH OF ORDER. a) The Buyer is required to notify the Seller in writing and request a suitable solution if the Seller violates the Order or any of its terms. The Order shall be cancelled immediately if no remedy is available for the breach. If the violation is curable, the Seller must make good within 28 days (or other agreed-upon timeframes) after the Buyer gives notification. If not, the Buyer may cancel the Order. The Seller is responsible for all incident-related expenses. 34. SUBCONTRACT AND ASSIGNMENT. a) No order shall be may be subcontracted without the prior permission of the Buyer (in cases applicable). The Buyer shall not unreasonably withhold any such decisions affecting the Seller's performance. 35. INDUCEMENTS. a) The Seller cannot persuade a buyer employee to comply with any orders, concessions, or other requirements. b) In connection with the negotiation and the Order, pay money or any other advantage to a third party. c) Encourage a worker to do an act of dishonesty against the Buyer that may be advantageous to the worker or harmful to the Buyer. 36. The Seller warrants that it shall. a) comply with all relevant anti-bribery and anti-corruption laws or statutes and regulations, including but not limited to the Bribery Act 2010; establish and uphold policies and procedures for the duration of any Contract, including but not limited to adequate procedures under the Bribery Act 2010, and will enforce them as necessary; b) ensuring that all individuals connected to it and any parties supplying goods in connection with a contract abide by the terms of that contract throughout its duration; c) The Seller confirm and warrants that it does not have any foreign officials as employees, direct or indirect, owners of a; within one (1) month of the date of the first Agreement entered into under these terms and conditions, and annually after that, certify to XB2BX.com in writing that no foreign public officials have been appointed as officers, employees, or direct or indirect owners of the Seller; and XB2BX may reasonably seek supporting documentation of compliance, which the Supplier shall furnish. d) Breach of this shall be deemed a material breach incapable of remedy. e) For this clause, "foreign public official" shall have the meanings given in sections Act 2010 and section 8 of that Act, respectively. Additionally, a person associated with the Supplier shall include, but not be limited to, any subcontractor of the Supplier. f) SEVERANCES: g) The other conditions will, to the greatest extent feasible, continue to be in full force and application even if one or more of the terms of this Order are declared invalid or void by a written notification from the Buyer. 37. COMPLIANCE WITH LAW AND REGULATIONS. a) In carrying out the work specified in the Order, the Seller shall follow all applicable laws that apply to its operations. The Seller must abide by all statutory and regulatory restrictions that may be present. b) When manufacturing, labelling, transporting, importing, exporting, licensing, approving, or certifying the goods or services, the Seller must abide by all applicable laws, rules, regulations, orders, conventions, ordinances, or standards of the destination, including but not limited to those about environmental issues, wages, hours, and conditions of employment, subcontractor selection, discrimination, occupational health and safety. Seller further guarantees that neither it nor any of its subcontractors will supply goods or provide services under this contract using enslaved person, prisoner, or any other type of forced or involuntary labour. Seller will certify in writing that it has complied with the aforementioned upon request from Buyer. Seller is required to defend and indemnify Buyer against all liability claims. The Demands or expenses (including professional fees) arising from or relating to Seller's noncompliance. c) Buyer shall be the owner of any credits or advantages deriving from this contract, including trade credits, export credits, or the reimbursement of customs, taxes, or fees. For Buyer to be such benefits or recognition and to satisfy Seller's obligations concerning businesses, origin marking or labelling requirements, and local content origin requirements if any, Seller shall provide all information required (including written documentation and electronic transaction records). Unless otherwise specified in this contract, Seller shall be responsible for obtaining any export permits or authorizations required to export the products. Seller shall cooperate with Buyer in obtaining any information that may be required. The Seller will make all the preparations necessary for the products to be covered by the duty deferral free trade zone of the country of import. d) Seller will provide a complete list of all personnel to be located at the Buyer's location as necessary for the performance of this contract. The Seller is responsible for all activities taken by its staff. Buyer maintains the right to prevent employees, representatives, or agents of Seller from entering Buyer's site if they do not abide by all rules and policies at that location. Seller undertakes to adhere to all such regulations and guidelines. Seller will continue to be liable for all wages, taxes, benefits, payroll deductions, remittances, and other liabilities concerning its employees. Seller's employees will never be regarded as employees of Buyer. e) Except as expressly provided by relevant law, Seller may not transfer its rights and obligations without Buyer's prior written consent. 38. RELATIONSHIP OF PARTIES. a) As independent contracting parties, Seller and Buyer are not empowered by anything in this Agreement to act as the other's agent or legal representative for any reason. Neither Party is given the right to assume or create any obligations in the other Party's name. Seller and Buyer are independent contracting parties. b) The remaining provisions of these terms be in full force condition and effect if any time is found invalid or under any regulation, ordinance, executive Order, or another rule of law. However, such term(s) shall(are) necessary to comply with such statute regulation, ordinance Order or control. c) The Supplier is aware that the Supplier Code of Conduct, which can be read and downloaded on the business website, is incorporated by reference to the XB2BX Code of Conduct, which governs the business activities of XB2BX. The Supplier knows that the Information Security Policy regulates XB2BX information security and confidentiality, which is crucial to its operations. With the acceptance of this Purchase Order, the Supplier commits to following the XB2BX Supplier Code of Conduct and Information Security Policy and further undertakes that it will quickly report any violation or potential violation of the preceding by any individual to policy@xb2bx.com. 39. ARBITRATION. a) Except for those matters where this condition expressly provides for the decision, any disputes shall be submitted to the conclusion of two arbitrators chosen by each Party to the conflict. Under the arbitration mentioned above clauses, only Pune's courts will have jurisdiction over the case. 40. GOVERNING LAW; JURISDICTION. a) Except for the provisions for the International Sale of Goods and any conditions requiring the application of a different choice of law, this contract shall be with the laws of the United Kingdom and European Laws from which it is issued, as indicated by the Buyer's address. Any legal action must be communicated to xb2bx before the Buyer proceeds with any legal actioner against the Seller. They filed in any court with jurisdiction over the Seller or, at the Buyer's option, in the court with jurisdiction over the Buyer's place of business. In either case, the Seller agrees to the court's jurisdiction and the proper process serving methods. b) The laws of the nation where the goods are being delivered or the services are being rendered shall apply to the Purchase Order. Any disagreement or cause of action relating to the Purchase Order must be taken before a court with jurisdiction over the nation where the goods will be delivered or the services will be rendered. 41. Confidentiality a) The Buyer undertakes to keep the information and the related data of the Seller acquired and handled for the purposes and the performance of this contract strictly confidential (the "Confidential Information") and never not to disclose it to third parties, including but not limited to, formulas, manufacturing proceedings, technological know-how, ideas, various materials, documents on any format even electronic, products of any kind, as well as any information concerning processes, internal procedures, developments, experimental works, carrying out of projects, activities, industrial and commercial secrets, news, observations, knowledge, improving technique and manufacturing advice and suggestions, which can be considered as being confidential and expressly qualified in this sense by the Seller, as well as to use the Confidential Information for the sole purposes of the performance of this contract. b) Any dissemination to third parties requires the Seller's express permission. To fulfil his contractual obligations, the Buyer agrees to make his employees and collaborators aware that the information mentioned above is confidential and to bind them to uphold the same confidentiality obligations as the Buyer. c) Any Confidential Information that the Buyer owns (even in electronic format) after the business relationship between the parties ends, for any reason, must be returned to the Seller or destroyed immediately without being copied or kept for archival purposes. d) This confidentiality agreement will remain in force until the tenth year after the contract's signature or, if that happens later, until the point at which the secret information must be legitimately regarded as confidential or has commercial worth. e) Final provisions f) Failure to exercise a right granted to the Seller by this contract, whether intentional or unintentional, or even the adoption of conduct or the taking of measures inconsistent with the terms of the Agreement, shall be deemed per se, singular, and exceptional each time, and shall not be construed as a general waiver or forfeiture of any right arising from the contract, nor as a contractual modification or a continuing manifestation of a different contingency. g) The validity or enforceability of the other terms of the current contract will not be impacted by the complete or partial invalidity or unenforceability of any of them. h) The titles of the contract's articles are solely included for convenience and are, therefore, irrelevant to the correct interpretation of the contract.
