1. General Information and Scope 1.1 These General Terms and Conditions of Business, hereinafter referred to as "the terms and conditions", are of binding effect between Indo Schöttle Auto Parts P. Ltd. as vendor or contractor, hereinafter "ISAP", and its customers, hereinafter referred to as "customer" or "purchaser". 1.2 All deliveries, services and quotations by ISAP are made exclusively on the basis of these terms and conditions. Other terms and conditions apply only if they are accepted in writing by ISAP. This also applies if the customer confirms a quotation by ISAP with reference to its own terms and conditions of business or purchase.
2. Prices 2.1 The agreed prices are applicable. ISAP is not bound by prices appearing in price lists. Prices are subject to adjustment at any time, without prior notice, with reference but not limited to changes in market conditions, inflation or exchange rate fluctuations. In the case of follow-up orders, ISAP is not bound by prices from prior orders. 2.2 Quotations by ISAP remain valid, with the above-mentioned restrictions, for one month from the date they are submitted, unless a specific time limit is stated.
3. Documentation Dimensional and text data as well as illustrations appearing in ISAP documents of any kind are not binding. When customer specific products are being manufactured, a drawing produced by ISAP is binding if available.
4. Legal Norms and Government Directives 4.1 Customers must inform ISAP about legal norms and government directives affecting the delivery, equipment or use of the goods which are the subject of enquiries or orders. This obligation to provide information includes in particular provisions regarding the nature and use of the goods to be supplied, safety regulations, health regulations, ordinances and specifications regarding prohibited substances, import regulations, etc. 4.2 If this obligation to provide information is infringed, ISAP denies any liability. In such cases, the customer undertakes to indemnify ISAP in full for all claims arising therefrom.
5. Manufacture to Customer's Specification 5.1 The customer assumes sole responsibility for, but not limited to, the accuracy of the drawings, specifications, designs, models, samples and data placed at the disposal of ISAP. The responsibility of ISAP in the case of customised products is limited to their conformity to the drawings. 5.2 The customer guarantees to ISAP that the manufacture of the customised products ordered is admissible without infringing the rights of third parties, in particular intangible property rights or industrial property rights. Otherwise ISAP can withdraw from the contract with full indemnification by the customer. Furthermore, the customer undertakes to indemnify ISAP in full for all claims by third parties for infringement of their rights. 5.3 Unless otherwise agreed, customised products are subject to delivery of up to 10% more or less than the quantity ordered. 5.4 ISAP is entitled to withdraw from a delivery contract without consequent liability for damages if unforeseen problems which cannot be resolved with reasonable effort arise during manufacture.
6. Material Provided 6.1 If the customer provides products for further treatment, 10% more of these than the quantity ordered must be supplied, unless otherwise agreed. 6.2 Incoming goods inspection at ISAP confines itself to identifying the goods, reviewing the delivery and inspection documents, ascertaining shipping damage which is clearly apparent externally and checking the quantity on the basis of estimates. All costs arising from quality defects, deviations in quantity or delivery which is late or to the wrong address will be charged to the customer.
7. Delivery times / -dates and Supply Commitments 7.1 Delivery times / delivery dates are only binding on ISAP if they are explicitly confirmed in writing. Claims for compensation on grounds of late delivery are precluded unless ISAP deliberately or negligently agrees to unrealistic delivery periods and then deliberately or negligently fails to comply with them. In this case liability is limited to the immediate damage due to delay. No compensation will be paid for lost profits, losses due to business interruption and costs or expenses related to covering purchases. 7.2 Unforeseen events such as force majeure and other occurrences outside the control of ISAP or its suppliers release ISAP from the obligation to make partial or complete delivery. Compensation claims of any kind are precluded in this case. 7.3 Call-off orders (blanket purchase orders) are only binding on ISAP if they have been specifically agreed upon. Unless otherwise agreed, ISAP is at liberty in such cases to manufacture the entire quantity of the blanket purchase order on the purchaser's responsibility. In this case the customer owes the total value of the order even if it does not call off deliveries. Delivery must be taken of the entire order and payment made no later than 6 months after the first delivery date agreed.
8. Packaging Packaging is charged for at cost price and is non-returnable. pallets, boxes and returnable containers are excepted from this and will be exchanged, i.e. charged for or credited. In the absence of specific agreement, ISAP will choose a type of packaging which appears appropriate.
9. Forwarding 9.1 Unless otherwise agreed, ISAP delivers ex works, in the case of deliveries abroad duty and tax unpaid. In the absence of specific agreement, ISAP will choose a forwarding method which appears appropriate. The risk passes to the customer when the products are loaded at the plant making the delivery. Forwarding is at the customer's risk. The cost of express deliveries is charged to the customer. 9.2 Goods may only be returned with the consent of ISAP.
10. Terms and Conditions of Payment 10.1 Unless otherwise agreed, ISAP accounts receivable are due for payment without any deduction 30 days after invoice date in the contract currency. In the absence of any agreement to the contrary, INR are deemed to be the contract currency. 10.2 If the customer defaults on payment or circumstances indicating a deterioration in the customer's financial position become known, ISAP is entitled to withdraw from the contract and to discontinue agreed deliveries. In this case all ISAP accounts receivable are immediately due for payment. 10.3 A customary rate of default interest is charged in the event of delayed payment. 10.4 ISAP reserves the right to request payment in advance, letters of credit or bank guarantees. If this requirement is not met, ISAP can withdraw from the contract without any liability for damages. The customer is not entitled to retain payment or to offset it against counter-claims.
11. Retention of Title 11.1 The goods delivered remain the property of ISAP until all liabilities arising from the deliveries have been paid in full. ISAP is authorised to take appropriate action for formal substantiation of the retention of title. 11.2 If entry in a special register is required under applicable law in order to substantiate the retention of title, ISAP is authorised to make this registration. The customer undertakes to take all the necessary action for this purpose and submit all the necessary declarations promptly upon first request by ISAP. 11.3 Goods for which full payment has not been received may be neither installed, processed, sold, pledged nor encumbered in any other way with third party's rights. This does not apply to installation, processing and sale in the context of the purchaser's ordinary course of business. In this case the customer thus assigns to ISAP its claims in respect of purchase price or contract for work and services.
12. Tools / Development Services 12.1 In the absence of written agreement to the contrary, tools of whatever kind, production equipment and development services remain the property of ISAP, even if the customer has contributed to the cost thereof. If the customer requests subsequent modifications, the cost will be invoiced separately. In this case delivery dates will be renegotiated. 12.2 If the quantity of goods on which the quotation from ISAP is based is not taken in delivery within the agreed time limit, ISAP is entitled to demand additional payment for uncovered costs in respect of tools, production equipment and development services. 12.3 Agreed obligations to preserve tools and production equipment lapse automatically when volume manufacturing of the product is discontinued, but no later than 3 years after taking the last delivery from ISAP.
13. Notification of Defects 13.1 The customer must inspect the goods promptly after delivery and immediately notify ISAP in writing if any defect is apparent. If the customer fails to make such notification, the goods are deemed to be accepted, unless the defect is such that it was not apparent upon inspection. If such a defect becomes apparent later, notification must be made immediately after it is discovered, otherwise the goods are deemed to be accepted, even considering this defect. 13.2 The period of limitation for claims by the purchaser in respect of defects is one year. This commences on delivery of the goods. 13.3 Upon notification of a defect ISAP has the right to have the defect thus notified examined by specialists selected by ISAP. 13.4 The goods which are the subject of the complaint must in any case be properly stored until ISAP gives its consent for their return. Any consequential costs arising from unconfirmed return deliveries will be charged in full to the purchaser. 13.5 In the event of justified complaints or incorrect deliveries the purchaser is only entitled to redelivery by ISAP in conformity with the contract within a reasonable time. The purchaser has no claim to compensation or rescission of the contract. 13.6 Liability for consequential damage arising from defects of all kinds is precluded to the legally permissible extent. This applies both to indirect and direct damage and also to lost profits. Any type of reworking of components without the consent of ISAP and improper treatment or storage result in the loss of all claims against ISAP in respect of defects. 13.7 If action by the purchaser to avert risks (e.g. product recalls) is necessary due to defective goods supplied by ISAP, this action must be coordinated with ISAP before it is implemented. Otherwise the purchaser has no entitlement to claim for damages against ISAP.
14. Product Liability Claims arising from product liability are precluded if and to the extent that this is permissible under applicable law. If claims are nevertheless made against ISAP by third parties, the purchaser will indemnify ISAP against all such claims.
15. Cancellation of Orders 15.1 Order cancellations presuppose the written consent of ISAP. 15.2 In the event of order cancellations, the customer undertakes to assume all costs accrued by ISAP in connection with the order, in particular for raw material, tools of all kinds, production equipment specific to the order, uncovered development costs as well as semi-finished and finished products. 15.3 ISAP is entitled to withdraw from delivery obligations if the financial condition of the customer deteriorates materially or is other than has been represented to ISAP. Any claims by the purchaser in this connection are precluded to the legally permissible extent.
16. Reprints / Duplication Reprints and any kind of duplication - even of extracts - of, but not restricted to, brochures, ISAP standards, etc., are allowed only with written permission from ISAP.
17. Confidentiality All drawings, sketches, explanations and samples from ISAP are confidential information which has to be kept secret and may not be made accessible to unauthorised third parties.
18. Binding Nature of the Original Text If discrepancies should arise between the terms and conditions of sale and those drawn up in other languages, the original English text shall prevail.
19. Place of Performance Unless otherwise agreed, the place of performance for payments is Pune, India.
20. Jurisdiction Exclusive legal venue is Pune, India. The customer/purchaser explicitly waives jurisdiction at its domicile.
21. Applicable Law Indian law shall apply exclusively to all legal relationships between ISAP and the customer/purchaser
22. Escape Clause If one or more of these provisions and the other agreements concluded should be wholly or partly invalid or impracticable or subsequently lose its legal effect or feasibility, the effectiveness of the remaining provisions shall not thereby be affected. The invalid provision will then be replaced by the contracting parties in a manner resembling as closely as possible the intention of the invalid provision.
23. Specific agreement if any will supersede general Terms and Conditions
24. If any clause in the specific agreement contradicts with general terms and conditions then the clause in specific agreement shall be valid.