USERS TERMS AND CONDITIONS

Spanjam International Pvt. Ltd. (“Spanjam International”) is the licensed owner of the website spanjam.in . As a visitor to the Site/ Customer you are advised to please read the Term & Conditions carefully. By accessing the services provided by the Site you agree to the terms provided in this Terms & Conditions document.

Personal Information

As part of the registration process on the Site, Spanjam International may collect the following personally identifiable information about you: Name including first and last name, alternate email address, mobile phone number and contact details, Postal code, Demographic profile (like your age, gender, occupation, education, address etc.) and information about the pages on the site you visit/access, the links you click on the site, the number of times you access the page and any such browsing information.

Eligibility

Services of the Site would be available to only select geographies in India. If you are a minor i.e. under the age of 18 years but at least 13 years of age you may use the Site only under the supervision of a parent or legal guardian who agrees to be bound by these Terms of Use. If your age is below 18 years your parents or legal guardians can transact on behalf of you if they are registered users. You are prohibited from purchasing any material which is for adult consumption and the sale of which to minors is prohibited.

License & Site access

Spanjam International grants you a limited sub-license to access and make personal use of this site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Spanjam International. This license does not include any resale or commercial use of this site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Spanjam International. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of the Site or of Spanjam International and its affiliates without express written consent. You may not use any meta tags or any other "hidden text" utilizing the Site’s or Spanjam International’s name or trademarks without the express written consent of Spanjam International. Any unauthorized use terminates the permission or license granted by Spanjam International.

Account & Registration Obligations

All shoppers have to register and login for placing orders on the Site. You have to keep your account and registration details current and correct for communications related to your purchases from the site. By agreeing to the terms and conditions, the shopper agrees to receive promotional communication and newsletters upon registration. The customer can opt out either by unsubscribing in "My Account" or by contacting the customer service.

Pricing

All the products listed and the prices mentioned on the Site at the time of ordering will be the prices charged on the date of the delivery unless otherwise specified. Although prices of most of the products do not fluctuate on a daily basis but some of the commodities and fresh food prices do change on a daily basis. In case the prices are higher or lower on the date of delivery no additional charges will be collected or refunded as the case may be at the time of the delivery of the order.

Cancellation by Site / Customer

You as a customer can cancel your order anytime up to the cut-off time of the slot for which you have placed an order by calling our customer service. In such a case we will refund any payments already made by you for the order. If we suspect any fraudulent transaction by any customer or any transaction which defies the terms & conditions of using the website, we at our sole discretion could cancel such orders. We will maintain a negative list of all fraudulent transactions and customers and would deny access to them or cancel any orders placed by them.

You Agree and Confirm

That in the event that a non-delivery occurs on account of a mistake by you (i.e. wrong name or address or any other wrong information) any extra cost incurred by Spanjam International for redelivery shall be claimed from you.

That you will use the services provided by the Site, its affiliates, consultants and contracted companies, for lawful purposes only and comply with all applicable laws and regulations while using and transacting on the Site.

You will provide authentic and true information in all instances where such information is requested of you. Spanjam International reserves the right to confirm and validate the information and other details provided by you at any point of time. If upon confirmation your details are found not to be true (wholly or partly), it has the right in its sole discretion to reject the registration and debar you from using the Services and / or other affiliated websites without prior intimation whatsoever.

You authorise Spanjam International to contact you for any transactional purposes related to your order/account.

That you are accessing the services available on this Site and transacting at your sole risk and are using your best and prudent judgment before entering into any transaction through this Site. That the address at which delivery of the product ordered by you is to be made will be correct and proper in all respects.

That before placing an order you will check the product description carefully. By placing an order for a product you agree to be bound by the conditions of sale included in the item's description.
• Disseminating any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material.
• Transmitting material that encourages conduct that constitutes a criminal offence or results in civil liability or otherwise breaches any relevant laws, regulations or code of practice.
• Gaining unauthorized access to other computer systems.
• Interfering with any other person's use or enjoyment of the Site.
• Breaching any applicable laws;
• Interfering or disrupting networks or web sites connected to the Site.
• Making, transmitting or storing electronic copies of materials protected by copyright without the permission of the owner.

Colours

We have made every effort to display the colours of our products that appear on the Website as accurately as possible. However, as the actual colours you see will depend on your monitor, we cannot guarantee that your monitor's display of any colour will be accurate.

Modification of Terms & Conditions of Service

Spanjam International may at any time modify the Terms & Conditions of Use of the Website without any prior notification to you. You can access the latest version of these Terms & Conditions at any given time on the Site. You should regularly review the Terms & Conditions on the Site. In the event the modified Terms & Conditions is not acceptable to you, you should discontinue using the Service. However, if you continue to use the Service you shall be deemed to have agreed to accept and abide by the modified Terms & Conditions of Use of this Site.

Reviews, Feedback, Submissions

All reviews, comments, feedback, postcards, suggestions, ideas, and other submissions disclosed, submitted or offered to the Site on or by this Site or otherwise disclosed, submitted or offered in connection with your use of this Site (collectively, the "Comments") shall be and remain the property of Spanjam International. Such disclosure, submission or offer of any Comments shall constitute an assignment to Spanjam International of all worldwide rights, titles and interests in all copyrights and other intellectual properties in the Comments. Thus, Spanjam International owns exclusively all such rights, titles and interests and shall not be limited in any way in its use, commercial or otherwise, of any Comments. Spanjam International will be entitled to use, reproduce, disclose, modify, adapt, create derivative works from, publish, display and distribute any Comments you submit for any purpose whatsoever, without restriction and without compensating you in any way. Spanjam International is and shall be under no obligation
(1) to maintain any Comments in confidence;
(2) to pay you any compensation for any Comments; or
(3) to respond to any Comments. You agree that any Comments submitted by you to the Site will not violate this policy or any right of any third party, including copyright, trademark, privacy or other personal or proprietary right(s), and will not cause injury to any person or entity. You further agree that no Comments submitted by you to the Website will be or contain libelous or otherwise unlawful, threatening, abusive or obscene material, or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any form of "spam". Please note all reviews submitted by customers are subject to checks and moderation by our content Team. Spanjam International reserves the rights to moderate as well as publish/not publish the reviews. Spanjam International reserves the rights to solicit or withhold reviews and ratings with no liability. Spanjam International reserves the right to accept, reject, moderate, monitor & edit or remove any comment. You grant Spanjam International reserves the right to use the name that you submit in connection with any Comments. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any Comments you submit. You are and shall remain solely responsible for the content of any Comments you make, and you agree to indemnify Spanjam International and its affiliates for all claims resulting from any Comments you submit. Spanjam International and its affiliates take no responsibility and assume no liability for any Comments submitted by you or any third party.

Copyright & Trademark

Spanjam International,reserve all intellectual property rights in all text, programs, products, processes, technology, content and other materials, which appear on this Site. Access to this Website does not confer and shall not be considered as conferring upon anyone any license under any of Spanjam International or any third party's intellectual property rights. All rights, including copyright, in this website are owned by or licensed to Spanjam International. Any use of this website or its contents, including copying or storing it or them in whole or part, other than for your own personal, non-commercial use is prohibited without the permission of Spanjam International. You may not modify, distribute or re-post anything on this website for any purpose. The names and logos and all related product and service names, design marks and slogans are the trademarks or service marks of Spanjam International, its affiliates, its partners or its suppliers. All other marks are the property of their respective companies. No trademark or service mark license is granted in connection with the materials contained on this Site. Access to this Site does not authorize anyone to use any name, logo or mark in any manner. References on this Site to any names, marks, products or services of third parties or hypertext links to third party sites or information are provided solely as a convenience to you and do not in any way constitute or imply Spanjam International endorsement, sponsorship or recommendation of the third party, information, product or service. Spanjam International is not responsible for the content of any third party sites and does not make any representations regarding the content or accuracy of material on such sites. If you decide to link to any such third party websites, you do so entirely at your own risk. All materials, including images, text, illustrations, designs, icons, photographs, programs, music clips or downloads, video clips and written and other materials that are part of this Website (collectively, the "Contents") are intended solely for personal, non-commercial use. You may download or copy the Contents and other downloadable materials displayed on the Website for your personal use only. No right, title or interest in any downloaded materials or software is transferred to you as a result of any such downloading or copying. You may not reproduce (except as noted above), publish, transmit, distribute, display, modify, create derivative works from, sell or participate in any sale of or exploit in any way, in whole or in part, any of the Contents, the Website or any related software. All software used on this Website is the property of Spanjam International, its licensees and suppliers and protected by Indian and international copyright laws. The Contents and software on this Website may be used only as a shopping resource. Any other use, including the reproduction, modification, distribution, transmission, republication, display, or performance, of the Contents on this Website is strictly prohibited. Unless otherwise noted, all Contents are copyrights, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by Spanjam International, one of its affiliates or by third parties who have licensed their materials to Spanjam International and are protected by Indian and international copyright laws. The compilation (meaning the collection, arrangement, and assembly) of all Contents on this Website is the exclusive property of Spanjam International and is also protected by Indian and International copyright laws.

Objectionable Material

You understand that by using this Site or any services provided on the Site, you may encounter Content that may be deemed by some to be offensive, indecent, or objectionable, which Content may or may not be identified as such. You agree to use the Site and any service at your sole risk and that to the fullest extent permitted under applicable law, Spanjam International and its affiliates shall have no liability to you for Content that may be deemed offensive, indecent, or objectionable to you.

Indemnity

You agree to defend, indemnify and hold harmless Spanjam International, its employees, directors, officers, agents and their successors and assigns from and against any and all claims, liabilities, damages, losses, costs and expenses, including attorney's fees, caused by or arising out of claims based upon your actions or inactions, which may result in any loss or liability to Spanjam International or any third party including but not limited to breach of any warranties, representations or undertakings or in relation to the non-fulfilment of any of your obligations under this User Agreement or arising out of the your violation of any applicable laws, regulations including but not limited to Intellectual Property Rights, payment of statutory dues and taxes, claim of libel, defamation, violation of rights of privacy or publicity, loss of service by other subscribers and infringement of intellectual property or other rights. This clause shall survive the expiry or termination of this User Agreement.

TERMINATION

This User Agreement is effective unless and until terminated by either you or SPANJAM. You may terminate this User Agreement at any time, provided that you discontinue any further use of this Site. Spanjam International may terminate this User Agreement at any time and may do so immediately without notice, and accordingly deny you access to the Site, Such termination will be without any liability to Spanjam International. Upon any termination of the User Agreement by either you or Spanjam International, you must promptly destroy all materials downloaded or otherwise obtained from this Site, as well as all copies of such materials, whether made under the User Agreement or otherwise. Spanjam International 's right to any Comments shall survive any termination of this User Agreement. Any such termination of the User Agreement shall not cancel your obligation to pay for the product already ordered from the Website or affect any liability that may have arisen under the User Agreement.

ACCEPTABLE USE POLICY:

You agree not to engage in unacceptable use of our service, site, or systems. Among other things, you agree not to:
(a) disseminate or transmit unsolicited messages, chain letters, or unsolicited commercial e-mail;
(b) disseminate or transmit material that, to a reasonable person, may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious;
(c) disseminate or transmit files, graphics, software, or other material that actually or potentially infringes the copyright, trademark, patent, trade secret, or other intellectual property rights of any person;
(d) create a false identity or otherwise attempt to mislead any person as to the identity or origin of any communication;
(e) export, re-export, or permit downloading of any message or content in violation of any export or import law, regulation, or restriction of the United States and its agencies and authorities, or without all required approvals, licenses, or exemptions;
(f) interfere with, disrupt, or attempt to gain unauthorized access to other accounts;
(g) disseminate or transmit viruses, Trojan horses, or any other malicious code or program; or
(h) engage in any other activity deemed by us to be in conflict with the spirit or intent of this Agreement.

WARRANTY DISCLAIMER; LIMITATION OF LIABILITY; INDEMNIFICATION:

You hereby expressly agree that use of our service, the site, and the internet is entirely at your own risk. Our service, the site, and its contents are provided on an “as is”, “as available” basis. To the extent permitted by applicable law, we disclaim all representations and warranties of any kind, whether express or implied, including, without limitation, the warranties of merchantability or fitness for a particular purpose, with respect to our service, the site, or its contents or with respect to any information, services, and products provided through or in connection with our service; we do not adopt any representation or warranty of any manufacturer or merchant of any such information, service, or products. We make no representations or warranties of any kind as to the availability, accuracy, or content of any information, services, or products obtained through the site or the service. We do not warrant that the functions provided by the site will be uninterrupted or error free, or that this site or the server that makes it available is free from viruses or other harmful components.
Neither the company nor any of its owners, employees, affiliates, agents, representatives, third-party information providers, merchants, or licensors shall be liable for any damages of any kind, including, without limitation, compensatory, direct, indirect, special, incidental, consequential, or punitive damages; loss of data, income, or profit; or loss or damage to property, arising out of or in connection with the use of our service, or the inability to use, the site, the resort delivery service, or the internet. The Company’s delivery liability shall be limited to providing you with a refund for any product that is returned. Your sole and exclusive remedy hereunder shall be for you to discontinue your use of our service and to terminate this agreement. We reserve the right to limit your order or the quantity of a specific product you may order. Because some states or jurisdictions do not allow the exclusion or limitation of liability for consequential, incidental, or special damages or of implied warranties, in such states and jurisdictions liability is limited to the greatest extent permitted by law.
The material in the Site is provided for lawful purposes only. You agree to defend, indemnify, and hold All Seasons Grocery harmless from any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, and expenses, including attorney’s fees and costs, arising in connection with a violation of this Agreement by you or through use of your account.

RETURN & REFUNDS

We have a "return and refund policy" which entitles all our members to return the product only at the time of delivery if due to some reason they are not satisfied with the quality or freshness or if product(s) so delivered is/are not as per the ordered quantity, agreed specifications and/or found defective in nature. We will take the returned product back with us and issue a credit note for the value of the return products with which you can buy any other product of the same cost or this can be used to pay your subsequent shopping bills.

CANCELLATION POLICY

CANCEL ITEMS OR ORDERS

At our website and mobile application (hereinafter called platform), our aim is to provide 100% satisfaction to our customers. If for any reason you wish to cancel the order, we are here to help. You will be able to cancel your order at order level cancellation the same is elaborated as follows:-

ORDER LEVEL CANCELLATION

(i) You can cancel your order online, before the product(s) in your order is under confirm stage. At platform, we can decide the process for crediting the applicable refund against the cancelled order. If the payment for order was done from your side then a refund for such payment will be processed to your original payment method. Order can be cancelled by the below mentioned Communication channel:-
a) You may direct cancel your order through online mode; or
b) You may connect with our customer care executive for cancellation of your order.
(ii) In case, even a single product of the order has been picked/shipped, you will be able to cancel the order but service charges will be added.
(iii) In case, the order contains product(s) which were purchased under a special promotional offer or any special scheme, in such cases order level cancellation will not be applicable.

PICKUP/DISPATCH LEVEL CANCELLATION

(i) In case, the product has been picked/shipped, you will not be able to cancel individual product or complete pickup/shipment.
(ii) Cancellation will not be applicable for all the respective products which are part of shipment, if the shipment is out for delivery or in transit stage.

SHIPPING POLICY

Once the order placed by you on our website or mobile application (hereinafter jointly referred as “platform”) we will dispatch the placed order within 24 working hours from confirmation of your orders.

Once the order has been dispatched it will be delivered within 1 to 2 working days. The delivery is subject to delaying as per the unavoidable circumstances on that locations where the delivery to be performed.

It is also noted that the delivery of your order may also be delayed, in case your location is not covered under the jurisdiction of our courier services.

If the address provided by you at the time of placing the order is insufficient or incorrect then the order will be taken by you with making the proper co-ordination with the delivery personnel/ delivery partner, if they are calling on your provided contact number.

It is also noted that delivery attempt shall be for at least two times, if in case you are not available at your delivery location/ your address is improper/ your provided phone number is not working at the time of attempting delivery. Your order will be marked as RTO (Return to Origin).

Once your placed order marked as RTO and such order has been received by us then your refund will be initiated as per refund policy.

Once your placed order marked as RTO then it will never take re-delivery at your location, if you still want to purchase the article/goods then place the fresh order on the platform.

SHIPPING CHARGES:

Rs. 30 will be charged per delivery. If there is a group delivery for eg., 3 to 4 deliveries in the same area or location then the delivery charges will be shared among the customers.

CASH ON DELIVERY (COD):

COD option is also available and the delivery charges shall be same as mentioned above.

SUPPLIER TERMS AND CONDITIONS

General

This Order constitutes the offer by Spanjam International Pvt. Ltd., herein referred to as Buyer, and may be accepted by Supplier, the stipulated provider of Goods pursuant to this Order, only in accordance with the terms hereof. Any acceptance herein of an offer of Supplier, or any confirmation herein of a prior agreement between Buyer and Supplier, is expressly made conditional on Supplier’s assent to the additional or different terms contained herein. This Order may be accepted by Supplier by commencement of work, shipment of goods, or furnishing of services hereunder. Dispatch of Supplier’s acknowledgement form or other written document will also act as an acceptance if it agrees with this Order with respect to the description, amount, price and time of delivery of the goods or services ordered. Notwithstanding any waiver in any instance, or any oral agreement, or any instructions, terms and conditions that may be contained in any quotation, acknowledgement, invoice or other written document of Supplier, no addition to, waiver for the future or modification of, any of the provisions herein contained shall be of any force or effect unless made in writing and executed by Buyer.

Price

The price shall not be higher than that appearing on the face of this Order, or if no price appears thereon, then no higher than that last price quoted to Buyer by Supplier for similar articles, material, goods, parts, services, work or other deliverables (collectively, “Goods”). Prices of the Goods shall not exceed Supplier’s lowest prices in effect at the date of shipment for comparable Goods in comparable quantities.

Packaging and Shipment

No charge will be allowed for packing, crating, cartage or storage unless otherwise designated in this Order. Goods shall be suitably packed to secure the lowest transportation costs and conform to the requirements of common carriers and any applicable specification. Supplier shall be liable for and shall promptly refund to Buyer the amount of any loss or damage due to Supplier’s failure to properly preserve, pack, package or handle such products. Shipment shall be made in accordance with Buyer’s instructions on the face of this Order. Supplier shall place this Order number on the outside of each shipment hereunder and on all documents relating to such shipment. Supplier’s serial numbers must be shown on all shipping papers and invoices, where applicable. Supplier shall be liable to Buyer for any increase in transportation charges resulting from Supplier’s failure to utilize the specified method of shipment or carrier.

Warranty

Supplier warrants to Buyer and its customers that all goods or services furnished pursuant to this Order will be free from defects in material and workmanship and will be in conformity with the requirements of the Order, including drawings and specifications, if any, and reasonably fit for the purpose disclosed in this Order or in such drawings and specifications, and Supplier further warrants that such goods or services will be merchantable and fit for the purpose for which they are sold, and where design is Supplier’s responsibility, will be free from defects in design, and that Supplier has good, unencumbered title to the products and has conveyed such good, unencumbered title to Buyer. The foregoing warranties are in addition to all other warranties, whether express or implied, and will survive delivery, inspection, acceptance or payment by Buyer. All warranties shall run to Buyer and its customers. Buyer’s approval of Supplier’s design or material shall not be construed to relieve Supplier of the warranties set forth herein. Without limitation of any rights which Buyer may have at law by reason of any breach of warranty, goods which are not as warranted may at any time within twelve (12) months after delivery be returned at Supplier’s expense. Buyer at its option may require Supplier either to replace such goods at no increase in price (Supplier must pay all repacking, transportation and handling charges both ways) or to refund the purchase price and any charges in connection therewith.

Inspection and Acceptance

Buyer reserves the right to inspect all Goods prior to shipment by Supplier. Supplier shall permit employees or representatives of Buyer and Buyer’s customer to have access to Supplier’s facilities in order to perform said inspections at all reasonable hours provided that written notice is provided 24 hours in advance. At the time of inspection, Supplier shall make available to such representatives copies of all drawings, specifications, other technical data and any other relevant records applicable to the Goods ordered. All Goods shall nevertheless be received subject to final inspection and approval by Buyer after delivery at destination. Final inspection and acceptance shall be within 30 days at the discretion of the Buyer’s location of manufacturer for which the Goods are intended. Defective Goods may be returned at Buyer’s option for refund, credit or replacement at Supplier’s expense. At Buyer’s option inspection may be performed on a statistical sampling basis. If the number of defects in the selected sample exceeds the allowable defects, the entire lot of Goods will be rejected. The rejected Goods may at Buyer’s option be 100% inspected at Supplier’s expense. Buyer’s inspection, or lack of inspection, shall not affect any express or implied warranties, nor shall Buyer waive any rights to return Goods which contain latent defects discovered in the testing of Buyer’s products containing such Goods.

Non-Conforming Materials

Non-conforming material/product found by Buyer will be reported to the Supplier on a serialized form. Where the non-conformity requires rework to bring the product into conformity with product requirements, Buyer holds the discretion to either perform the necessary rework to be charged back to Supplier or return the product to Supplier to be reworked at their cost.

When returning reworked material to Buyer, the Reference number shall be referenced on the packing slip and a copy of the DMR shall be attached to expedite Buyer handling. When a Corrective Action is issued to Supplier, a response shall be completed within fourteen (14) calendar days from receipt of the Corrective Action Report. Failure to respond to a Corrective Action Request may result in refusal to accept further delivery until an adequate response is provided. No further purchase orders will be issued to a Supplier who ignores a request for a Corrective Action response. Reasonable extensions of time may be granted when valid written requests are provided by the Supplier.

Delivery and Risk of Loss

Buyer’s production schedules and commitments to its customers are dependent upon the agreement that deliveries of the Goods covered by this Order will occur on the required delivery date shown on the face hereof. Supplier shall be responsible for all damages of any kind incurred or suffered by the Buyer which were caused by a delay of Supplier in meeting delivery schedules. Supplier shall also be responsible for all premium logistics cost resulting from Supplier’s inability to meet delivery schedules. This includes all premium cost incurred in getting product to the Buyer. Supplier agrees to notify Buyer immediately in the event it appears that Supplier may not meet the delivery schedule and shall set forth the reasons for the delay (actual or potential), the steps being taken to remedy the delay, and the schedule that Supplier believes it will be able to meet.

Buyer’s receipt of notice shall not constitute approval of the delay or the proposed revised delivery schedule or a waiver of the delivery schedule in the Order. Unauthorized advance shipments and shipments other than for the quantity ordered are returnable at Supplier’s expense. Identification of the Goods shall occur at the moment Supplier accepts this Order. Supplier shall not be excused from performing its obligations hereunder if the Goods identified are destroyed. Delivery shall not be deemed complete until the Goods have been actually received by Buyer at its facility. The risk of loss and damage in transit shall be upon Supplier and shall not pass to Buyer until received at Buyer’s facility in a condition in accordance with the terms of this Order. The cost of all return shipments shall be borne by Supplier. Unless otherwise agreed in writing, Supplier shall not make any material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet Buyer’s delivery schedule, except at Supplier’s own risk. It is Supplier’s responsibility to comply with this schedule, but not to anticipate Buyer’s requirements.

Taxes

Except as may be otherwise expressly provided in this Order, the price includes all applicable national, provincial, federal, state and local taxes. If and where sales tax is not specifically included as a part of this Order, it is a resale purchase and sales tax does not apply. If the Seller does not have an applicable copy of Buyers’ resale certificate, the Seller shall notify Buyer to obtain it.

Changes

Buyer may at any time, by written direction (including without limitation by email or facsimile), make changes in the drawings, specifications, quantities, delivery location or schedules, method of shipment or packaging, or, prior to the delivery date, suspend its purchase of products and services hereunder. Should any such change increase or reduce the cost of, or the time required for performance of, an Order, an equitable adjustment will be made in the contract price or delivery schedule. Any requests for an increase in the contract price or an extension in delivery schedule must be made within ten (10) working days from the date of such written direction. Failure to agree upon an equitable adjustment shall not relieve the Supplier from proceeding without any delay in performance under this Order, as changed. Where any material is made obsolete or excess as a result of any change for which Supplier makes a claim, Buyer shall have the right to prescribe the manner of disposition of such property.

Confidentiality

Supplier shall not, without first obtaining written consent of Buyer, advertise, publish or issue any news release or make any public announcement or denial or confirmation concerning the fact that the Supplier has furnished or has contracted to furnish to the Buyer the Goods. Supplier agrees that all drawings, specifications, designs, data and all other business, product, technical and financial information furnished by Buyer to Supplier shall remain the sole property of the Buyer and shall be disclosed to others by Supplier only as (and to the extent) required for performance of this Order. Upon completion of the work, Supplier shall return any such drawings, specifications, designs, data or other information together with all copies and make no further use either directly or indirectly of any such drawings, specifications, designs, data or information derived therefrom without Buyer’s prior consent.

Indemnity Clause

Supplier agrees to indemnify, save harmless and defend Buyer and its officers, directors, agents, employees, successors and customers from and against any and all suits, claims, damages, costs, and attorney’s fees arising out of or in connection with an infringement or claimed infringement of any United States patent, trademark or copyright in the manufacture, use or sale of the equipment or materials furnished under this Order. In case said equipment or material is in such suit, or in final adjudication elsewhere, held to constitute infringement, and the use thereof is enjoined, Supplier shall, at its own expense, either procure for Buyer the right to continue using said equipment or material, or at the option of Buyer either replace same with equally efficient non-infringing equipment or material, or modify it without impairing its efficiency so it becomes non-infringing, or remove said equipment or material and refund the purchase price and the transportation and installation costs thereof.

Compliance with Laws and Regulations

Supplier and all persons furnished by Supplier shall comply at their own expense with all applicable federal, state, local and foreign laws, ordinances, regulations and codes, including the identification and procurement of required permits, certificates, licenses, insurance, approvals and inspections (collectively “Laws”) in performance under this Order. Supplier agrees to provide Buyer with a certificate affirming compliance with applicable Laws that the Buyer shall request, and the Supplier further agrees to indemnify Buyer and its officers, directors, agents, employees, successors and customers against and to hold harmless from any loss or expense arising from Supplier’s noncompliance with any applicable Law.

Environmental Matters

Supplier represents, warrants, certifies, and covenants that none of the Goods supplied under this Order contain minerals, chemicals or substances, the use of which is restricted in any jurisdiction to which the Goods are to be shipped, unless in amounts permitted by the applicable jurisdiction. Supplier shall:
(a) if and as requested by Buyer, include with shipments of Goods the material composition data related to all homogenous material contained within such Goods; and
(b) assist Buyer, as necessary in Buyer’s reasonable opinion, in Buyer’s attempts to comply with its obligations, if any, under applicable Laws.

Force Majeure

Neither party shall be held responsible for any delay or failure in performance of any part of this Order to the extent such delay or failure is caused by flood, strike, civil, governmental or military authority, act of God, or other similar causes beyond its control and without the fault or negligence of the delayed or nonperforming party or its subcontractors provided that
(i) such party gives the other party prompt notice of the reason for delay or failure of performance and
(ii) takes reasonable steps to mitigate the duration of the delay or failure of performance. In the event a party’s delay or non-performance continues for a period of at least fifteen (15) days, the other party may terminate this Order without liability. Supplier’s liability for loss or damage to Buyer’s material in Supplier’s possession or control shall not be modified by this clause.

Termination for Convenience

In addition to all other rights and remedies, Buyer shall have the right to terminate this Order, in whole or in part, without cause, upon notice in writing (including without limitation by email or facsimile) to Supplier.

Buyer shall have no liability for termination of this Order provided that Buyer gives written notice (including without limitation by email or facsimile) to Supplier
(i) at least two business days prior to the scheduled shipment date of Standard Goods or
(ii) at least thirty days prior to the scheduled shipment date of Custom Goods. For the purpose of this Section, “Standard Goods” shall include all Goods which Supplier regularly maintains in inventory, and “Custom Goods” shall include all other Goods.

In the event Buyer fails to give notice within the time period set forth above, Supplier shall immediately cease work, terminate any subcontracts, and deliver to the Buyer all completed and partially completed Goods or raw material and work-in-process, or otherwise dispose of such Goods, work in process and raw material in accordance with the Buyer’s instructions. Supplier shall promptly comply with Buyer’s instructions respecting each of the foregoing without awaiting payments of any amounts from Buyer. Buyer’s liability to Supplier shall be limited to:
(i) the price provided in the order for all Goods which have been completed prior to termination and which are accepted by Buyer, if produced in no greater amounts than to satisfy the delivery schedule on the face of this Order; plus
(ii) to the extent commercially reasonable and accepted by Buyer, actual expenditures on the uncompleted portion of this Order including cancellation charges paid by the Supplier on account of commitments made under this Order; provided that Supplier has (immediately upon notice of termination) taken all reasonable steps to mitigate cost resulting from termination.

Notwithstanding the foregoing, Supplier’s liability shall not exceed the total price provided for herein for finished Goods delivered under this Order. Supplier shall submit to Buyer within fourteen (14) days of notification of the termination any and all unavoidable material costs resulting from Buyer’s termination. No cost submitted beyond that date shall be compensable to Supplier.

Termination for Default

In addition to the rights conferred in Force Majeure, Buyer may terminate this Order for default, without any liability to Supplier, if Supplier fails to make any delivery in accordance with the schedule set forth herein or for failure to comply with any of the other requirements or terms and conditions of this Order or for failure to make progress under this Order so as to endanger performance of this Order. In the event of termination for Supplier’s default, Buyer may procure elsewhere Goods which are similar to those terminated, and on such terms as Buyer may deem appropriate, and Supplier shall be liable for excess re-procurement costs. Further, Supplier shall be liable to Buyer for any other remedies prescribed by law or equity.

Assignment

None of the work to be performed under this Order shall be assigned nor shall Supplier subcontract for completed or substantially completed Goods called for by this Order without Buyer’s prior written consent.

Waiver

Failure of Buyer to insist upon performance of any terms of this Order or to exercise any right hereunder shall not be construed as a waiver or relinquishment of the future performance of any such term or condition or the future exercise of such right.

Setoff

Supplier agrees that Buyer shall have the right to set-off against amounts which may become payable by Buyer to Supplier under this Order or otherwise, any amounts which Supplier may owe Buyer.

Hold Harmless

Supplier shall to the fullest extent permitted by law, indemnify, defend and hold Buyer and its officers, directors, agents, employees, successors and customers harmless from and against any and all potential claims, liabilities, demands, penalties, forfeitures, suits, judgments and the associated costs and expenses (including attorney’s fees), which Buyer or its officers, directors, agents, employees, successors and customers may hereafter incur, become responsible for or pay out as a result of death or personal injury (including bodily injury) to any person, destruction or damage to any property, contamination of or adverse effects on the environment and any clean up costs in connection therewith, or any violation of governmental law, regulation, or orders, caused, in whole or in part, by
(a) Supplier’s breach of any term or provision of this Order,
(b) any negligent or willful acts, errors or omissions by Supplier, its employees, officers, agents, representatives or subcontractors in the performance of this Order, or
(c) Supplier’s Goods. Notwithstanding Supplier’s immunities under applicable state worker’s compensation and industrial insurance acts, Supplier specifically undertakes to indemnify, defend and hold Buyer harmless from potential claims or liabilities asserted against Buyer by Supplier’s employees. Supplier shall maintain such insurance against public liability and property damage as will protect Buyer against the aforementioned risks and Supplier shall maintain worker’s compensation insurance covering all such personnel while on Buyer’s premises.

Buyer’s Property

Except as otherwise specified by Buyer in writing, all tools, dies, gauges, fixtures and other items required to execute this Order shall be supplied by Supplier. Any such items paid for by Buyer or furnished to Supplier without cost to Supplier,
(i) shall be the property of Buyer, subject to removal by Buyer at any item without cost upon demand,
(ii) shall be used only in filling orders from Buyer,
(iii) shall be kept separate from all of Supplier’s other materials or tools and
(iv) shall be clearly identified as property of Buyer. Supplier assumes all liability for loss of damage to Buyer’s property save wear and tear. Supplier shall maintain full insurance coverage against loss or damage of such Buyer property shall (upon Buyer’s request) supply Buyer with a detailed statement of such property, and shall not remove, dispose or pledge as security any of Buyer’s property without Buyer’s prior written consent.

Payment

Invoices shall be paid on delivered and accepted Goods in accordance with the terms in this Order; due dates for payment shall be computed from the later of the date on which
(i) Buyer receives a correct invoice or
(ii) Buyer receives the Goods described in such invoice. Payment shall be deemed made (for the purpose of earning any discount offered by Supplier or otherwise) on the date Buyer’s check is mailed to Supplier. Partial payments may be made if specifically authorized in writing by Supplier. Payment of the invoice shall not constitute acceptance of the product and shall be subject to an appropriate adjustment for failure of Supplier to meet the requirements of this Order. Supplier shall pay, without charge to Buyer, any federal, state, or local tax or other government charge or assessment relating to the production, sale or shipment of any of the products hereunder.

Gratuities

Supplier warrants that neither it nor any of its employees, agents or representatives has offered or given any gratuity to Buyer’s employees, agents or representatives with a view towards securing favorable treatment with respect thereto

Government Contracts

In the event that the goods ordered herein are to be used in whole or in part for the performance of government contracts and where the dollar value of said goods exceeds, the Supplier further agrees that in connection with the performance of work, under this contract, Supplier (subcontractor) agrees not to discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin or disability. The aforesaid provision shall include, but not be limited to, the following: Employment, upgrading, demotion, or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Supplier (subcontractor) agrees to post hereafter in conspicuous places, available to employees and applicants for employment and notices setting forth the provisions of this non-discrimination clause.

Limited Liability

Notwithstanding anything else herein to the contrary and regardless of whether any remedy herein would fail of its essential purpose, Buyer shall not be liable to Supplier under any contract, negligence, strict liability or other legal or equitable theory for
(i) any incidental, indirect, special, exemplary, punitive or consequential damages or lost data or lost profits,
(ii) any amounts in excess of the aggregate amount to be paid by Buyer for Goods hereunder or
(iii) any matter beyond Buyer’s reasonable control.

Miscellaneous

Except as otherwise provided herein, any notice, approval or consent required or permitted hereunder shall be
(i) in writing,
(ii) delivered by hand or by overnight courier service to the respective addresses of the parties as set forth in this Order (or such other addresses a party may designate in writing); and
(iii) effective upon actual delivery, or upon attempted delivery if receipt if refused.
If any provision of this Order shall be judicially determined to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Order shall otherwise remain in full force and effect and enforceable. Except as provided herein, the failure to enforce any provision herein or right or remedy on any one occasion shall not be construed as a waiver on any other occasion. The relationship of Supplier and Buyer is, and shall at all times be, that of independent contractor. Except as provided herein, no term or condition of this Order may be amended or deemed to be waived, except by a writing signed by both parties that refers to this Order. No right or obligation under this Order (including the right to receive monies due) may be assigned by Supplier without the prior written consent of Buyer, and any purported assignment without Buyer’s consent shall be void. The contract resulting from this Order shall be construed in accordance with the laws of the state of Kerala without regard to conflict of law principles. The parties agree that any controversy arising under this Order shall be determined exclusively by the federal or state courts of India. The parties hereby submit to the exclusive jurisdiction of any court of competent jurisdiction in the state of Kerala. The parties hereby waive any argument relating to the convenience of forum. This Order shall be construed as if jointly drafted by both parties. The rights and remedies herein provided are in addition to those available to either party at law or in equity. The following Sections shall survive the termination of this Order: Warranty, Taxes, Changes, Confidentiality, Indemnity Clause, Compliance with Laws and Regulations, Environmental Matters, Termination for Convenience, Termination for Default, Setoff, Hold Harmless, Limited Liability and Miscellaneous.