(Effective: 10/2025)
1. Definitions
2. Applicability of Terms and Conditions
2.1. These Terms and Conditions shall apply to all orders made by the Customer. The acceptance of any purchase order by the Supplier is subject to the acceptance of these Terms and Conditions by the Customer and these Terms and Conditions shall override any of the Customer‘s terms and conditions which are contained in its purchase order or any other document for the purchase of Goods or services from the Supplier and which are inconsistent herewith.
2.2. The mere fact of the Supplier accepting the Customer‘s order for the supply of Goods, shall not make any inconsistent terms and conditions as contained in the purchase order or any other document for the purchase of Goods from the Customer a part of the contract between the Supplier and the Customer or binding upon the Supplier.
2.3. Any modification to the Terms and Conditions contained herein shall be valid only if accepted in writing by the Supplier.
3. Execution of contracts
3.1 Offers of the Supplier are subject to change and non-binding and only an invitation to the Customer to submit an order. The Customer is bound by his order for 14 (fourteen) days. All orders made by a potential Customer shall be at all times subject to written confirmation by the Supplier. Unless otherwise agreed specifically between the Supplier and the Customer in writing, a contract for purchase shall be deemed to be executed upon Supplier‘s written confirmation of the Customer‘s order and the Supplier‘s order confirmation shall be decisive for the quantity and quality of the Goods to be delivered.
3.2 An order once confirmed in writing by the Supplier shall not be cancelled or altered by the Customer except upon such terms and conditions satisfactory to the Supplier (which, in the case of cancellations, may without limitation include payment of a cancellation fee, which includes all expenses incurred by way of labor, materials, services, overhead expenses, fees, duties, taxes, loss of profit, penalties and consequential damages). This will be without prejudice to the Supplier’s right to adjust any advance paid by the Customer against the order.
3.3 Only specifications or features of the Goods explicitly confirmed in the written order confirmation of the Supplier are guaranteed by the Supplier. Any other specifications or features of the Goods mentioned in marketing brochures, technical material or any other documents provided by the Supplier with an offer or made available to the Customer otherwise, such as illustrations, drawings, design proposals, CFD-analyses etc. are only of an indicative and/or theoretical nature and are not a legally binding description of properties of the Goods.
4. Prices and payment
4.1. Unless otherwise specified, all prices quoted by the Supplier are net prices plus applicable taxes and are FCA Pune as per Incoterms 2020.
4.2. If the Customer wishes the goods to be transported to a destination specified by him, he bears the costs and the risk of damage, loss or other deterioration of the Goods during the transport.
4.3. Any packaging required will be charged at cost price and will not be taken back by the Supplier.
4.4. Insurance for the Goods shall only be taken out at the request of the Customer and at the expense of the Customer against advance payment.
4.5. All payments are to be made by the Customer in accordance with the conditions laid down by the Supplier. Unless otherwise agreed, complete payment shall be made without discount to the Supplier‘s account before dispatch of the goods in the following manner:
(a) 30 % of the purchase price within 7 (seven) days after execution of the purchase contract, and
(b) 70 % of the purchase price within 7 (seven) days as of intimation by the Supplier that the Goods are ready for dispatch.
4.6. If the Customer fails to pay an amount on the due date, he shall be deemed to be in default of payment without the need of another reminder by the Supplier. In the event of non-payment of the purchase price or any part thereof or any other remuneration or expenses payable by the Customer, the Supplier, without prejudice to any other rights hereunder or in law, shall be entitled to charge interest on the outstanding amount at the rate of 1 % per month as of the due date. The assertion of higher damages caused by a default of payment including but not limited to costs for storing the Goods, charges of a collection agency and court/lawyer fees is not excluded.
4.7. If Supplier and Customer have agreed on payment in instalments and if the Customer is in default of payment for one of the instalments, all outstanding instalments shall be due and payable immediately.
4.8. The Supplier reserves the right not to execute, or no longer perform purchase contracts if previous deliveries have not been paid for by the Customer or if the Customer has not fulfilled or is at risk of not fulfilling his obligations to the Supplier.
4.9. The Customer shall not be entitled to withhold or offset due payments with counterclaims unless the Customer‘s counter-claims are undisputed or adjudicated by a final court decision.
5. Delivery and transfer of risk
5.1 Unless expressly agreed otherwise, any delivery date or delivery period indicated by the Supplier are non-binding. The Supplier will make its best efforts to comply with the delivery date/period provided that the Customer provides all documents and information required for processing the order and fulfills his obligations including but not limited to payment of the purchase price.
5.2 Delivery periods/dates agreed shall be extended by any period in which the Customer is in default with the fulfilment of his contractual obligations or does not provide the Supplier with the documents/information required for the processing of the order. Delay due to Customers failure to comply with acts which the Customer had to perform pursuant to the order resulting in delayed delivery shall not be the responsibility of the Supplier and further no liability shall accrue on the Supplier in such cases. All expenses on account of delayed delivery owing to the acts and/or omissions on the part of the Customer will be borne by the Customer. Should the dispatch of the Goods be delayed for reasons attributable to the Customer, the Supplier shall charge the Customer with any expenses incurred by the Supplier arising from such delay including but limited to costs of storage of the Goods.
5.3 In case of a delay of a delivery that could not reasonably have been avoided by the Supplier due to occurrence of an event that is beyond the Supplier´s reasonable control and that could not reasonably have been foreseen at the time of conclusion of the contract (Force Majeure) or in case of any other delay that the Supplier is not responsible for, the delivery periods and delivery dates will be prolonged/deferred reasonably. This shall also apply if the Supplier is already in default or if these circumstances occur at the Supplier´s suppliers and their sub-suppliers. Force majeure events under this clause include but are not limited to industrial disputes in the Supplier´s and third party plants, transport interruptions, epidemics, pandemics, cyberattacks, breakdown of machinery and acts of an authority. The Supplier will notify the Customer without delay of force majeure events or any other delays dealt with under this clause. The Customer may revoke the contract, at the earliest, six weeks after receipt of the Supplier´s force majeure/delay notification under this clause. If upon the arising of Force Majeure, Supplier has already performed its obligations in part, or can only per-form its obligations in part, it is entitled to invoice separately for the part which has already been and/or can be performed.
5.4 Should the impossibility or inability to deliver Goods arise during the delay in the Customer‘s accepting delivery of the Goods or should the Customer be responsible for giving rise to circumstances which result in the Suppliers inability to deliver the Goods whether partially or wholly, the Customer shall continue to remain liable to pay the purchase price.
5.5 Partial deliveries of the Goods shall be permissible to the extent agreed upon by the Supplier and the Customer.
5.6 Upon dispatch of the Goods at the premises of the Supplier, the risk of damage, loss or other deterioration of the Goods passes to the Customer. This shall also apply in case of partial deliveries and in case the Supplier has agreed to transport and/or install the Goods to/at the Customer´s premises. Should the dispatch of Goods at the Supplier´s premises be delayed or not be effected due to circumstances beyond the control of the Supplier, the risk of damage, loss or other deterioration of the Goods shall pass to the Customer on the date on which the Customer receives advice that the Goods are ready for dispatch. The Supplier will not be liable for any loss of or damage to or deterioration of the Goods by theft, pilferage, unsuitable storage conditions or any other cause whatsoever which may occur after passing of the risk.
6. Retention of title
6.1. Notwithstanding the delivery of the Goods to the Customer, title to the Goods shall be retained by the Supplier, until full payment for the Goods has been made by the Customer and received by the Supplier.
6.2. Till such time that the title to the Goods has not passed to the Customer,
(a) the Supplier shall have absolute authority to take back sell or otherwise deal with or dispose of any or part of the Goods in which title remains vested with the Supplier.
(b) for the purpose specified in Clause 6.2 (a) above, the Supplier or his agents/authorized representatives shall be entitled at any time and without notice to enter any premises in which the Goods or any part thereof are stored, installed or kept or reasonably believed to be stored, installed or kept.
(c) the Supplier shall be entitled to seek legal recourse, including but not limited to legal injunction to prevent the Customer from selling, transferring or otherwise disposing off the Goods.
6.3. Till such time the title in the Goods has not passed to the Customer, the Customer shall:
(a) Exhibit in its audited accounts for each year a note that Goods supplied by the Supplier are subject to retention of title and that the price of such Goods or in the event of sale of the Goods, the proceeds of such sale, or any debt accruing to the Customer by reason of that sale shall be the property of the Supplier until full payment of all sums have been made to the Supplier.
(b) Insure such Goods for their replacement value, nominating the Supplier as the beneficiary of the policy. The Customer shall on request provide the Supplier with a copy of the certificate of such insurance, obtained by the Customer.
(c) Display a sign on the Goods indicating the title of the Supplier.
6.4. Customer shall not assign, pledge, or in any manner encumber his rights or benefits in the Goods under this contract without Supplier’s express permission in writing until title and interest fully vests in the Customer in relation to the Goods supplied.
6.5. Any loss or damage caused to the Supplier directly as a result of the Customer´s breach of this clause 6, shall entitle the Supplier to claim damages from the Customer and the Customer agrees to indemnify the Supplier against any loss or damage arising out of its breach of the provisions contained under this clause 6.
7. Defects
7.1. The Customer is required to inspect the Goods or to have them inspected by a third party immediately upon receipt. Any defect of the Goods apparent at the time of receipt must be notified to the Supplier within 7 (seven) working days as of receipt by the Customer. Where a defect of the Goods becomes apparent later, it must be notified within 7 (seven) working days as of detection.
7.2. Claims of the Customer arising out of or in connection with defects of the Goods are excluded in case of failure to notify a defect within the deadlines pursuant to Clause 7.1 above or if such claims are not notified to the Supplier by the Customer lat-est within 1 (one) year as of receipt of the Goods.
7.3. In case of a defect/claim notified duly as per Clauses 7.1 and 7.2, the Supplier may at, its sole, discretion, repair the defective Goods or supply new Goods free of defects as cure. In case the Supplier fails to repair the defective Goods or to supply new Goods free of defects, the Customer shall only be entitled to claim a reduction of the contract price.
7.4. The defect notice given by the Customer must specify the defect in as much detail as possible. To enable the Supplier to perform all rework and replace all parts the Supplier deems necessary, the Customer, upon consultation with the Supplier, shall allow enough time and afford sufficient opportunity to the Supplier to confirm and remedy the defects. Should the Customer fail to do so, the Supplier shall be released from any liability or consequences arising therefrom.
7.5. The Customer is aware that corrosion phenomena may occur on the Goods by contact with aggressive media (e.g. liquid manure or biogas substrates) and that such corrosion does not constitute a defect of the Goods.
7.6. All claims of the Customer arising out of or in connection with defects of the Goods including but not limited to claims for damages or indemnification are subject to the general restrictions and exclusions of liability of the Supplier provided for in clause 8 below.
8. Exclusions and restrictions of liability of the supplier
8.1. The Supplier´s liability is limited to foreseeable damages and, under no circumstances, shall the Supplier be liable for any indi-rect, remote, incidental, special, punitive, exemplary or conse-quential damage sustained by the Customer (such as trading loss, loss of profits, loss of business, environmental damages etc.).
8.2. The liability of the Supplier to the Customer in case of defective Goods shall not exceed in any event the purchase price agreed for such defective Goods.
8.3. Liability of the Supplier is excluded in the following events:
a) unsuitable or improper use of Goods, or
b) improper (dis-) assembly, commissioning, operation, maintenance of the Goods the Customer or by third parties, or
c) use of improper safety gear or protective devices when handling the Goods, or
d) normal wear and tear of the Goods, or
e) unusual attrition due to excessive use of the Goods, or
f) improper or negligent handling or storage of the Goods, or
g) defective construction works or unsuitable building ground for the Goods.
8.4. The restrictions and exclusions provided for in this clause 8 shall apply to the liability of the Supplier, its representatives and its agents whether in contract, tort (including negligence) or otherwise.
9. Offer documents / confidentiality
9.1. The Supplier retains the unlimited right of ownership, copyright, exploitation rights or other intellectual property right for all cost estimates, drawings, models, plans and other documents and information provided in physical and non-physical form, in particular in digital form (hereinafter referred to as the “Documents“) to the Customer.
9.2. The Customer hereby agrees not to use any of the Documents provided to it by the Supplier, for any purpose other than the purpose envisaged in the purchase contract. Any copying, redis-tribution, reselling or publication of the Documents provided by the Customer without the Suppliers written consent will entitle the Supplier to claim damages against the Customer for breach of its intellectual property rights. Further the Customer agrees to indemnify the Supplier for any damages/losses suffered by the Supplier due to the violation of its intellectual property rights.
9.3. Any Documents provided by the Supplier to the Customer are to be regarded as being of a confidential nature by the Customer and must not be made available to third parties without the Supplier‘s prior written consent. Should the Customer not award the contract to the Supplier, the Customer shall return the Documents immediately upon the Supplier‘s request. Information provided in non-physical form - in particular in digital form - shall be deleted by the Customer and their deletion shall be confirmed in writing.
9.4. Confidential information shall not include information: (i) that is or becomes part of the public domain through no act or omission of the Customer; (ii) that is lawfully received by the Customer from a third-party without restriction on use or disclosure and without breach of these Terms and Conditions (iii) that the Customer had in its possession prior to first purchase contract with the Supplier. The Customer bears the burden of proof for application of one of these exemptions.
9.5. Any loss or damage caused to the Supplier directly as a result of the Customer´s breach of this clause 9, shall entitle the Supplier to claim damages from the Customer and the Customer agrees to indemnify the Supplier against any loss or damage arising out of its breach of the provisions contained under this clause 9.
10. Product monitoring
The Customer is obliged to observe the Goods and support the Supplier in the performance of any product observation/recall obligations. As soon as the Customer has indications that Goods purchased from the Supplier are unsafe, he must inform the Supplier immediately.
11. Sanctions and export control clause
The Customer warrants that the Goods will not be sold, transported or otherwise transferred, either directly or indirectly, to countries or persons/organizations that are subject to sanctions under applicable EU, US or UN sanctions regulations, currently in force, in particular to Russia, Belarus or Iran. This also applies to any resale or other transfer of our Goods to third parties if this could result in a violation of applicable sanctions regulations. If the Goods fall under the annexures to Regulation (EU) No. 833/2014 or Regulation (EU) 765/2006, any export to Russia or Belarus or for use in Russia or Belarus is expressly prohibited (Art. 12g of Regulation (EU) No. 833/2014 and Art. 8g of Regulation (EU) No. 765/2006). The Customer undertakes to pass on this obligation to third parties and to report any violations to the Supplier immediately. If the sanctions regime changes after conclusion of a contract, the Customer undertakes to adjust its business processes accordingly without delay. The above obligations shall also apply if the sanction situation changes after the conclusion of the contract. In the event of a violation against this clause, we reserve the right to terminate contracts with the Customer with immediate effect and to claim damages. The customer fully indemnifies us against all claims asserted against us by authorities or other third parties due to the customer's non-compliance with the above export control obligations and undertakes to compensate us for all damages and expenses incurred by us in this context. If necessary to carry out export control inspections by authorities, the customer shall, upon request, immediately provide us with all information about the final recipient, the final destination and the intended use of the goods delivered by us, as well as any applicable export control restrictions.
12. Suspension and termination
The Supplier is entitled to suspend or terminate a purchase contract with the Customer wholly or in part without any further notice of default or court intervention being required if, the Customer fails in the performance of any obligation arising from a purchase contract including obligations laid down in these Terms and Conditions or when, the Customer is declared insolvent.
13. Waiver
Failure or neglect by the Supplier to enforce at any time its rights under a purchase contract shall not be construed to be a waiver of the Supplier´s rights under the purchase contract, nor shall it prejudice the Supplier´s rights to take subsequent action in any manner.
14. Assignment
A purchase contract and any claims arising out of or in connection with such contract is not assignable by the Customer, unless agreed to in writing by the Supplier.
15. Severability
Whenever possible, each provision of these Terms and Conditions shall be interpreted in such manner as to be effective and valid under the applicable law, but if any provision of these Terms and Conditions should be prohibited or invalid under the applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of these Terms and Conditions. In such event, the parties shall negotiate, in good faith, a valid and enforceable substitute provision that meets the economic purpose of the prohibited or invalid provision to the extent possible.
16. Applicable law and jurisdiction
16.1 This Agreement shall be governed by, interpreted and construed exclusively in accordance with the laws of India and in the event of any litigation and subject to clause 16.2 the courts in Delhi, India shall have the exclusive jurisdiction.
16.2 Any dispute, difference, controversy, claim or breach arising out of or in relation to a purchase contract between the Supplier and the Customer (including a dispute as to the interpretation, implementation, existence or validity of such contract) shall be finally and exclusively settled in accordance with the Arbitration & Conciliation Act, 1996, including any amendment, reenactment or statutory modification, which shall be deemed to have been incorporated herein, by binding arbitration by one (1) arbitrator appointed by mutual agreement of the parties or, in the event no such agreement is obtained within 30 (thirty) days as of a respective request for appointment by either party, then either party may approach the court having jurisdiction to appoint the sole arbitrator. The seat and place of arbitration shall be Delhi, India. The language of arbitration shall be English. The arbitration award shall be given in writing and shall be final and binding on the parties.