Astarn Engineering & Oilfield Supplies Pvt Ltd, Kolkata, India
Terms of Business for Goods & Services:
1. To the extent that they are applicable, the terms of trade also apply to assembly commissions.
Orders placed with Astarn Engineering & Oilfield Supplies Pvt Ltd are governed solely by the terms of business below. By accepting our ordering, you signify your acceptance of the conditions of the terms of trade, which will apply to all future contractual relationships. Our terms of trade override your company’s term of trade, even if we do not raise objections to them. Deviations from our conditions will be accepted only if we have given our con- sent. If you are not in agreement with the above stipulations, we request that you provide us with written notification as soon as possible. In this event we reserve the right to withdraw our offer or if a contract is already in effect, to withdraw from it.
All offers are subject to change without notice. Catalogue specifications such as weights, dimensions, etc. May not be applicable in certain cases or subject to revision. They are binding only if they are explicitly designated as such in a contract. We reserve the right to make constructive changes. Secondary agreements and changes contrary to the order confirmation or order stipulations require prior written approval by Astarn Engineering & Oilfield Supplies Pvt Ltd. Astarn Engineering & Oilfield Supplies Pvt Ltd retains copyrights to and ownership of all diagrams and technical documents distributed to buyers as part of the agreement. Such material may not be made available to third parties and are subject to immediate return at the request of Astarn Engineering & Oilfield Supplies Pvt Ltd Only the buyer is responsible for the legitimacy of its use of diagrams and technical documents provided by Astarn Engineering & Oilfield Supplies Pvt Ltd. We are not responsible for ensuring whether things such as the industrial property rights of third parties are protected in such materials. In the event that Astarn Engineering & Oilfield Supplies Pvt Ltd makes available operating instructions containing additional construction information the buyer is obligated not to distribute such materials to third parties.
4. Pricing and conditions of payment:
Prices apply ex-stock in US dollar/Euro excluding VAT as per current quotes. Packaging costs will be borne by the customer. Astarn Engineering & Oilfield Supplies Pvt Ltd reserves the right to change prices at delivery time to reflect changes in material costs or wage increases. In the event that payment is not made by the due date a default interest of 5% above the current base rate will be charged. The prerequisite for the allowance of a discount is full payment of all previous invoices. Checks and re-discountable bills of exchange will be accepted only as conditional payment and all associated costs will be passed on to the buyer. Offsetting and enforcement of a right of retention due to the counterclaims of a buyer that are disputed by us are inadmissible. Non-compliance with terms of payment or circumstances that may lead to reduced creditworthiness of the purchaser will result in an immediate request for payment of outstanding charges. Your Heading Text Here
Delivery time is set when all details of the services to be rendered are agreed upon, in particular as pertains to final completion in the plant. A precondition for the rendering of services is the fulfilment of the contractual obligations of the buyer, in particular, the terms of payment. Unexpected circumstances beyond our control, for example, breakdowns in production, lack of availability of parts, either at our plant or from subcontractor, can lead to extending the delivery period by a reasonable amount, even if the delivery period has already been extended for other reasons. The same applies in the event that governmental or other information required for delivery, and to be provided by the buyer, is not received in time or if the conditions of the order have been changed. In such circumstances partial delivery may also result. If through no fault of its own it proves impossible for Astarn Engineering & Oilfield Supplies Pvt Ltd to adhere to the agreed upon delivery times it shall not be subject to claims In the event that the buyer is in default of acceptance Astarn Engineering & Oilfield Supplies Pvt Ltd is entitled, after a reasonable period has elapsed, to dispose of the delivery as it sees fit and to either re-deliver after a reasonable period has elapsed or to withdraw from the contract and demand compensation from the buyer based on non-performance. Even if delivery is made at a later date Astarn Engineering & Oilfield Supplies Pvt Ltd claim to further compensation remains in effect. Make-and-hold orders must be recalled no later than six (06) months from the date of the order confirmation.
6. Shipping, transport, and insurance:
Unlike services, the place of execution is our factory/office. Delivery is made ex-factory. Packaging is non-returnable. Transport risks are assumed by the forwarding agent or, in the event that the buyer has expressed the desire to pick up goods, by the buyer. Delivered wares that display minor defects are to be accepted by the buyer as undamaged as per Paragraph 7. Delivery is considered as having taken place when the transportation risk has been transferred to the customer. From this date on the seller’s obligation are restricted to those specified in Paragraph 5.
7. Retention of ownership:
a) Delivered wares remain the property of Astarn Engineering & Oilfield Supplies Pvt Ltd until all obligations of the buyer have been fulfilled and all claims settled, even if the purchase price for specially designated charges has been paid. In the case of current accounts, the products delivered under contract, hereafter termed reserved-title goods, are considered as collateral against the forward balance. b) If goods are processed (combined) with other products not provided by Astarn Engineering & Oilfield Supplies Pvt Ltd. We remain owner of such wares, which are considered as reserved-title goods in the sense of a). c) If goods are processed (combined) with other products not provided by Astarn Engineering & Oilfield Supplies Pvt Ltd, we reserve the right of our co-ownership results in them now being considered as reserved-title goods. d) The sale of reserved-title goods by the buyer is permitted under customary business transactions with the proviso that the buyer signs an agreement with its customer(s) stipulating that the goods remain reserved-title goods in the sense of a) to c) as mention above. The buyer is not entitled to dispose of reserved-title goods in any other ways, in particular, they are not to be used for hypothecation or collateral. e) The buyer hereby assigns to us in advance the claims and rights it accrues from such resale, as well as any ancillary rights so acquired. At our request the buyer shall provide us with all information and surrender all documents relevant to the exercise of our rights against the buyer. f) If the buyer combines reserved-title goods as specified in b) and/or c) in return for payment, it hereby assigns to us in advance its claims to payment against the third party in the full amount of the sales price. g) If the total collateral’s saleable value exceeds 20-percent of outstanding claims, we assume the obligation to release, at the request of the buyer, the collateral of our choice. h) We are to be notified without delay of attachment or seizure of reserved- title goods by third parties. The costs of intervening will be charged to the buyer. I) In the event that in accordance with existing agreements we exercise our right to retention of ownership we are entitled to privately sell or auction goods so affected. Attachment of reserved-title goods is made to the ex- tent of the required proceeds and shall not exceed the agree upon delivery price. Additional claims, in particular to profits, are reserved.
8. Liability for defects:
The warranty period is purely based on product and services and begins with the notification by Astarn Engineering & Oilfield Supplies Pvt Ltd of its readiness to dispatch the ordered goods. In the event a warranty claim is made and accepted, at our discretion we shall either re-deliver or remedy the defect. Replaced parts become the possession of seller. Replacement parts and repaired items are covered by the same warranty conditions as the original equipment. The warranty is voided if defective items have been disassembled or altered before the warranty claim was made. In the case of development of complete systems warranty claims are limited to cases where the buyer has provided us, upon payment, with all required Technical specifications and documentation and that such specifications and document- station be complete and accurate. No liability will be assumed for non-binding recommendations that were part of buyer support. Liability to material defects is limited to cases where they are recognisable with due professional care. The warrant does not cover normal wear and tear. Defects are to be reported in writing at the earliest possible date. Defective parts are to be returned at our request. We require an adequate time for replacement or repair. If the defect does not require repairs at the site of installation, at the discretion of Astarn Engineering & Oilfield Supplies Pvt Ltd repairs will be made at the site or the buyer will be requested to send us the defective parts for repair or replacement. In the latter case Astarn Engineering & Oilfield Supplies Pvt Ltd warranty liabilities are considered as fulfilled when it delivers the replacement or repaired parts. Astarn Engineering & Oilfield Supplies Pvt Ltd assumes shipping costs within the India and GCC countries but without payment of duties and without any extra costs in the form of airfreight or express shipment charges. With these exceptions shipping costs to the shipping destination will be born. The warranty does not cover disassembly or travel expenses. The buyer is to allow adequate time for repairs and delivery of replacement parts determined as reasonable by Astarn Engineering & Oilfield Supplies Pvt Ltd. Otherwise we are exempted from the warranty obligation. Only in urgent cases involving threats to operating reliability or where it is necessary to prevent disproportionately severe damage does the buyer have the right to undertake repairs on its own or to call in third parties to make such repairs and request that Astarn Engineering & Oilfield Supplies Pvt Ltd the costs thereof.
In the case of work done according buyer specifications we assume responsibility only for implementation, not for proper functioning.
10. Limitation of Liability:
We shall not be held liable for any slight negligence in violation of insignificant contractual obligations. The above limitation of liability does not affect claims arising from product liability. Nor is the limitation of liability applicable in the event of bodily injuries or health deterioration or loss of life of the Customer which are not attributable to us. Claims on the part of the Customer due to any defect shall become barred by the statute of limitations after one year following delivery of the goods. This shall not apply if gross negligence can be held against us, such as in the case of injuries to the body or health or the loss of life of the Customer which are not attributable to us. This exemption of liability relates to any further claims for damages, not to the warranty of fitness in accordance with Clause 8. In this case, the term of warranty shall be 24 months
The buyer may not transfer its contractual rights to third parties without the express written consent of Astarn Engineering & Oilfield Supplies Pvt Ltd
Astarn Engineering & Oilfield Supplies Pvt Ltd, acting in conformance to the provisions of the Indian Data Protection Act, shall be permitted to store, and process electronically, data requisite to the purchase agreement.
13. Partial applicability:
If individual provisions should be invalid, this shall not affect the validity of the remaining provisions. Invalid provisions shall be replaced by provisions, which come closest to the purpose intended
14. Place of jurisdiction and applicable law:
Indian law shall apply. Kolkata is the place of jurisdiction. The English version is the reference for the interpretation of the contract, delivery and return conditions.
Kolkata, March 2021
Astarn Engineering & Oilfield Supplies Pvt Ltd
156 Rajbari Road, Kolkata-700081, West Bengal, India