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- PO ACCEPTANCE
The PO released by the buyer will be scrutinized against the agreed terms and conditions. In case of discrepancy, the PO will be accepted after necessary clarification and rectification from the buyer. - The above prices are exclusive of all taxes and duties which shall be payable extra at the rate prevailing at the time of dispatch/ delivery.
- PAYMENT TERMS:
XX% advance, XX% against delivery, XX% against installation or as mutually agreed. - ORDERSTO BE PLACED ON:
Purchase orders to be place on Enkay Converged Technologies LLP, Survey No 33/1, Kondhwa Pisoli Road, Pisoli, and Pune 411060. - Bill-to-address and Ship-to-address to be mentioned in the Purchase order along with the contact person’s name and contact details.
- GST number and Certificate should be provided along with the Purchase Order.
- DELIVERY:
Standard delivery is 8 ~ 10 Weeks from the date of receipt of commercially & technically clear purchase order with advance payment as agreed. The customer may please note while every effort will be made to expedite deliveries, the delivery dates are subject to back-to-back delivery commitments from our OEMs. Deliveries earlier than the standard delivery period mentioned above will be on best-effort basis. However deliveries for large project can be discussed mutually. - FORCE MAJEURE:
Enkay shall not be responsible or liable for failure to deliver material or completing the project due to acts of God such as calamities, earthquake, lightning and political unrest etc. including changes in government policy affecting our line of business. - WARRANTY:
Customer agrees to be bound by the standard warranty terms (for software and hardware) of the Original Equipment Manufacturer (OEM) as mentioned by the OEM. Unless specified otherwise in the quotation, the warranty shall extend to a maximum period of 12 months from the date of installation or 14 months from the date of supply whichever is earlier. Warranty offered is against manufacturing defects only and any damage arising due to acts of God such as short-circuit , calamities such as earthquake , flood, lightening etc. will not be covered under warranty. - SOFTWARE LICENSES:
Customer undertakes that it shall abide by the terms of the End User License Agreement (Software License terms) of the respective OEM as modified by the OEM from time to time. - EXCLUSIONS:
Civil, Carpentry, Electrical cabling, Excavation, Fabrication, Road Cutting & Filling and any other work similar in nature excluded from our scope. - LODGING & BOARDING:
Transportation, local conveyance, lodging & boarding charges if applicable (for outstation calls) shall be chargeable extra/ mentioned in our price offer. - VARIATIONS:
Our proposal is based on plans, layout and designs known at the time of submitting this quote. Cost incurred on account of any variation will be to customer’s account. - POWER SOURCE:
All the above mentioned devices will require 230V UPS Power Point and same will be in Client’s Scope. - SITE READINESS:
It will be customer’s responsibility to provide clean, dust-free and well ventilated/ air-conditioned site with proper earthing and power connections, racks etc. Any delay in the project or product failure due to lack of any of these parameters, responsibilities lies with customer. - In case, site is not made available for installation within an implementation period agreed between both the parties; the balance payment of the supply portion / installation to be released by the customer immediately.
- INTELLECTUAL PROPERTY RIGHTS:
All products, programs, documentation, reports, design or other items prepared or created by Syntel / Enkay (the “Developed Items”) under this Agreement as part of the Services shall be the property of Enkay and the original work product of Enkay and the Customer shall take all necessary steps, if need be, at the cost of Enkay to give effect to this. Enkay shall defend and hold harmless the Customer that any Developed Items infringe any patent or copyright or the trade secret or other proprietary rights of a third party provided that Enkay shall be entitled to take over and conduct the defense of and any settlement negotiations with reference to such claim. For the avoidance of doubt, nothing in this Section (3) shall give either party rights to any pre-existing intellectual property rights of the other unless this is expressly provided in this Agreement or is separately agreed subject to appropriate terms and conditions. Neither party shall be entitled to use any trade mark or trade name belonging to the other or to the other’s suppliers or subcontractors without the prior written consent of the other party. - CONFIDENTIALITY:
The parties shall keep all information, technical designs, drawings, business and/or technical information, pricing, discounts and other information or data provided to it by the other party during the course of this transaction / PO / Agreement or known to it as a result of their interaction with the other party, as utmost confidential and shall return the same to the other party on completion of this Agreement. It is further agreed that the receiving party shall not use the said information, technical design, drawings or knowhow for any purpose other than this Agreement and shall not divulge it to any third party. The receiving party and its employees or subcontractors are expected to maintain the same level of diligence in maintaining confidential information as done by itself. The disclosing party has every right to enforce payment of damages and initiate legal action in case there is any information/evidence of the receiving party (or its employees, agents or sub-contractors) divulging any confidential information either of the disclosing party, or the Customers of Enkay. The confidentiality obligations of each party will survive for a period of three (3) years after the expiry or termination of the Agreement / PO. - INDEMNITY:
Each Party shall indemnify defend and hold harmless, the other Party and its licensors from and against, any and all losses, liabilities (including without limitation settlement costs and amounts, transfer taxes, documentary taxes, or assessments or charges made by any governmental authority), claims, damages, interest, judgments, costs, or expenses, including without limitation fees and expenses of such other Party’s legal counsel or other professionals, made against or suffered by the other Party that arise from (i) breach of intellectual property rights or Software license terms and conditions; (ii) death or personal injury attributable to the acts /omissions / negligence of the other Party (including its employees or representatives); and (iii) breach of statutory or regulatory obligations provided the indemnifying party is given with sole authority to and control of the defense and (if applicable) settlement of the claim and necessary information by the indemnified party. - LIMITATION OF LIABILITY:
In no event will either party or its respective licensors or suppliers have any liability for any incidental, special, statutory, indirect or consequential damages, direct or indirect loss of profits or revenue, loss or corruption of data, toll fraud, cost of cover, or substitute goods or performance. The total aggregate liability of either party for each and all claims arising directly or indirectly out of or in connection with the contract will not exceed an amount equal to all fees paid or payable under the respective PO. The limitations of liability will apply to any damages, however caused, and on any theory of liability, whether for breach of contract, tort (including, but not limited to, negligence), or otherwise, and regardless of whether the limited remedies available to the parties fail of their essential purpose. However, they will not apply in cases of willful misconduct, personal injury, breach of statutory liabilities, and breach of confidentiality obligations, infringement of intellectual property rights or breaches of OEM’s license restrictions by the customer. The limitations of liability will also apply to any liability of Directors, officers, employees, agents and suppliers. - GOVERNING LAWS:
The Agreement shall be governed by and construed in accordance with the laws of India and both Parties hereby submit to the jurisdiction of the courts situated at Pune. - ARBITRATION:
All disputes, claim or differences by or among the Parties, which cannot be settled by good faith negotiation within thirty (30) days, will be settled upon request of either Party by arbitration. The Party requesting for arbitration shall send a written notice to the other Party. The arbitration will be held in accordance with the Rules of the Arbitration and Conciliation Act, 1996 including any amendments thereafter. The arbitration will be conducted in the English language and held at Mumbai. - CONFLICT OF TERMS:
The terms in this quote shall prevail in case of conflict with terms of PO received. - PAYMENTS DELAY FOR BOTH INR & USD ORDERS:
If the buyer fails to make payments as per the agreed terms, then the buyer is liable to pay an interest of 2% per month on the outstanding amount and also bear all the other cost incurred by Enkay. Enkay retains the ownership of the material and has the right to withdraw same if the payments are not received as per the PO terms. - Special Terms for INR Order:
* Terms of Delivery : On site basis
* Taxes : GST Extra as actual
* Warranty : 1 Year from the date of delivery covering manufacturing defects only. No Warranty on items like cables, connectors, power adaptor etc.
* Delivery : 8-10 weeks from date of commercially clear order
* Site Readiness : It will be customer’s responsibility to provide clean, dust-free and well ventilated/ air conditioned site with proper earthing and power connections, racks etc. Any delay in the project or product failure due to lack of any of these parameters, responsibilities lies with customer.
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