A reference to ‘Manufacturer’ means Haldia Petrochemicals Ltd.
A reference to ‘Buyer’ means the party who purchases the goods from the manufacturer.
A reference to ‘Warehouse’ means the storage unit of manufacturer.
For all types of sales - EX-WORKS and EX-DEPOT, title of ownership of goods shall be passed on to the buyer on removal of goods from Haldia Plant or respective Depots upon raising of sales invoices at the price prevailing at the time of invoicing.
The goods, the subject of this contact, shall be as per the specifications of manufacturer. All warranties/conditions, statutory or otherwise, as to quality of fitness for any particular purpose, whether known to the manufacturer or not, are excluded. The buyer shall give the manufacturer immediate notice within a maximum period of seven days from the receipt of goods, of any claim, if goods according to the buyer are not of stated quality, to enable the manufacturer to investigate the complaint and take up the matter.
Upon delivery, Buyer shall immediately acknowledge the receipt of the goods either Electronically or in Physical Form with suitable remarks, if any. All shortage / damage must be recorded in Electronic form or on the front of L/R.
Manufacturer reserves the right to revise the price as well as its structure and terms without any notice or assigning any reason therefor even after the acceptance of purchase order and or payment of the value of the goods. The price applicable shall be the price prevailing on the date and time of delivery irrespective of the price at which payment / purchase order have been accepted.
Goods once sold shall not be taken back or exchanged by the manufacturer unless the manufacturer decides otherwise at its sole discretion.
Claims for any shortage/damage in transit in the consignment have to be settled with the carrier, and the manufacturer will not be responsible for any such claim under any circumstances once delivery is taken.
Any dispute arising out of or in connection with the contract shall be subject to jurisdictions of courts at Kolkata only.
The responsibility to arrange suitable transport for transfer of the goods from Manufacturer warehouse will be as per agreed sale terms. The responsibility of Manufacturer will cease once the delivery is accepted by the authorized representative of the Buyer. Transit insurance and liability for transit losses shall be on Buyers Accounts in case transport is arranged by the Buyer.
While every effort will be made to keep the goods ready at the warehouse of the Manufacturer as per the DO based on Manufacturer’s best estimates, Manufacturer shall not be liable to make good any damage/loss arising directly or indirectly out of delay in delivery. The Manufacturer shall not be responsible for delays in dispatch of goods on account of any reasons whatsoever and the condition for the dispatch/delivery timing shall not be the essence of the contract unless otherwise confirmed by the Manufacturer in writing.
Any taxes (including sales tax), Goods & Service Tax, Cess or duties levied by the Central, State, Local or any other authority now in effect or hereafter imposed on the sales, transportation or delivery of the goods delivered hereunder shall be paid by the Buyers, or if directly paid by the Manufacturer reimbursed to Manufacturer by the Buyer.
All orders by the Buyer shall be subject to Manufacturer’s acceptance and the Manufacturer shall be at liberty to accept or refuse any order in full or in part without assigning any reason whatsoever.
The weights recorded in Manufacturer’s certificate for dispatch of goods in final. The Manufacturer’s measurement at point of dispatch shall be accepted as conclusive evidence of the quantities delivered. Buyers, however, are at liberty to be represented at the time measuring / weighing if they so wish and to verify the correctness of the Manufacturer’s measurements but the Manufacturer shall be entitled to proceed in the absence of such representatives and in any event the quantities declared by the Manufacturer shall be accepted by the Buyers.
The Manufacturer shall not be liable for delay in dispatching the goods or portion thereof if such delay is due to Act of God, war declared or undeclared, revolution, embargo, riots, civil or political disturbances, lockout, strikes, Force Majeure, trade disputes, accidents, power failure, fire, drought, flood or any other cause beyond the Manufacturer’s control. In such an event the delivery of goods or any portion thereof shall be suspended or cancelled at the Manufacturer’s option. If despatches are delayed / cancelled in consequence of any other foregoing contingencies or some other of like nature, the Manufacturer shall not be responsible for any damage / loss caused to the Buyer or to a third party.
If the Buyer fails to take delivery of the goods either a the rate specified on the face hereof when the delivery becomes due, then the Manufacturer will have the option to cancel the deliveries that are in arrears or to sell the remaining goods in open market and claim difference, if any, as well as damages on account of the breach of the contract.
If the buyer fails to make payment when it becomes due or if there is any breach by the Buyer of any of the terms or conditions hereof, the Manufacturer may, without prejudice to its other rights, or remedies, cancel this contract to make any further delivery.