The following Terms and conditions shall govern Electronic Commerce between Ingram Micro India Pvt Ltd and its customers.
The term Ingram Micro shall include its authorized representatives, successors and assigns, hereinafter collectively know as the "Company". The Term customer includes Reseller(s), Retailers(s), Enduser(s), Channel Partner, Corporate customers and shall be deemed to mean and include :
(i) In case of a Company, its authorized representatives, successors and assigns;
(ii) In case of a Partnership firm, its Managing Partner and all the other partners, Legal representatives, successors and assigns;
(iii) In case of a Sole Proprietorship, its proprietor, Legal heirs, successors and assigns;
(iv) In case of a Trust, its Managing Trustee, all other trustees, Legal representatives, successors and assigns;
(v) In case of a Society, its president, secretary, treasurer, legal representatives, successors and assigns;
hereinafter collectively know as "Customer(s)".
The company in order to enhance customer satisfaction, customer reach and to improve supply chain Management has launched Electronic Trade and commerce facility on the Terms and conditions stipulated herein.
1. Prices and Offers :
Price lists and offers stipulated are for information purposes only and are not binding on the Company. Customers shall check for relevant prices prior to placing orders. Company reserves its right to amend prices without prior notice. Prices are exclusive of packaging, taxes, freight etc Prices at the time of actual delivery shall be applicable. Customer(s) undertake to pay the difference in prices if any between the date of order and actual date of delivery.
Customer agrees to pay all applicable taxes and shall indemnify the company from any losses/penalties that it may incur as a result of non payment of taxes by the customer.
2. Orders :
Every order issued by the customer(s) shall not be binding on the company unless acknowledged by the company in writing. Orders once placed shall not be amended or cancelled unless approved by the Company in its sole discretion in writing. Company may at its sole discretion levy suitable cancellation charges on its customers if it consents to such amendment/cancellation of orders. The Company reserves its right to refuse orders at its sole discretion with out assigning any reasons.
3. Credit :
Company may at its sole discretion :
(i) Extend credit facilities to its Customer(s) subject to such customers providing relevant financial information as requested by the Company.
(ii)Request advance payment for total quantity ordered for supply of products.
(iii) Require Bank Guarantee or any collateral security or guarantees as it may deem fit
(iv) Require its customers to furnish such documentation as it deems fit.
4. Delivery Terms :
Product deliveries to Customer(s) may be partial or staggered or in one lot at the sole discretion of the company subject to availability of stocks. Company is committed to serving its customers and shall strive to deliver products per applicable delivery schedule. However, Customer(s) acknowledge that the company shall not be liable for any compensation, damages, loss of business, and loss of profits/anticipated profits/business in the event of delay in delivery of products or non availability of products.
Customers are requested to check the condition of the products, quantity of products etc prior to taking delivery. Goods once sold shall not be taken back under any circumstances by the company and the company shall not entertain any short delivery of products etc post delivery to the customer.
Company shall inform its customers once the products are ready for delivery. Customers shall at their cost and risk take delivery of goods from the company designated ware house within twenty Four (24) hours of receipt of such communication. If the customer does not take delivery of goods as stipulated in this clause, then, the company reserves its right to deal with the products as it may, in its sole discretion, deem fit.
5. TRANSFER OF OWNERSHIP AND RISK :
Company reserves it right to require full payment for products in advance. The products that are delivered to customers shall remain the property of the company until realization of full payment of the principal, costs, interest and, damages/compensation where applicable. The company shall be deemed to retain title until realization of all out standings payments from the customer. In case of default of payment obligations by the customer(s), The customer(s) undertake (i) not to dispose of the products received until full payments are realized by the company. (ii) Inform the company about the location of products as and when requested by the company. (iii) Inform the company forthwith upon seizure of the products by any government authority or third party. In the event of seizure, customer shall provide full details of seizure including name, address of the government authority or third party stating reasons for such seizure (iv) to allow the company to recover possession of the goods at customers cost.
6. COMPLAINTS :
The customer shall, prior to taking delivery of products satisfy itself on the quantity, product performance, merchantability etc. Company shall not take back the products post delivery to the customer. The company may, at its sole discretion, exchange the products, if the products are dead on receipt by customer. In case the products are dead on receipt by customer, then, the customer shall intimate the company within 24 hours in writing. If the company decides to exchange such products, then the company shall assign a Return Material Authorization number (RMA). The company shall not accept products without RMA number. Only products which are in good condition and in their original packaging shall be accepted. Upon receipt of such products, the company shall test the product(s). If in the sole opinion of the company, the products are defective, then, the company may replace the dead products subject to availability.A complaint cannot under any circumstances justify suspension of payment.
7. LIMITATION OF LIABILITY :
EXCEPT AS OTHERWISE STATED HEREIN, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR LOST PROFITS OR BUSINESS, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE) WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE ABOVE, COMPANY'S SOLE LIABILITY SHALL BE RESTRICTED TO THE COST OF THE PRODUCTS SUPPLIED.
8. Representations and Warranties :
Company does not make any independent warranties on merchantability or fitness of products. Customer hereby represents and warrants that it has the necessary authority to bind itself to this agreement.
9. Product Warranties :
Company does not provide any independent warranties with respect to products. Product warranties shall be restricted to warranties provided by Company's vendor(s).
Customer(s) acknowledges that the company shall not be liable to entertain product warranty related issues. In case of product warranty related issues, Customer(s) agree approach authorized service center(s) of company's vendors directly.
10. Dispute Resolution :
In case of disputes if any, company and the customer shall try to resolve the dispute(s) amicably. If the parties are unable to reach any resolution, the matter shall be referred to a sole Arbitrator to be appointed by the company. The sole arbitrator appointed by the company shall be deemed to have been accepted by the Customer and the customer undertakes not to object to such appointment. The order passed by such Arbitrator shall be final and binding on the customer and the same shall be deemed to be accepted by customer. Arbitration shall be held at Mumbai at a venue decided by the company and the proceedings shall be in English.
11. Court Jurisdiction :
The Courts at Mumbai shall have exclusive jurisdiction to try disputes under this agreement.
12. Relationship between parties :
Each party shall be considered an independent contractor. The relationship between the parties shall not be construed to be that of employer and employee, nor constitute a partnership, joint venture or agency of any kind. Neither party shall have any right to enter into any contracts or commitments in the name of, or on behalf of the other party, or to bind the other party in any respect whatsoever.
13. Gifts, Gratuities, Entertainment and other Courtesies :
Company's policy prohibits offering gifts, gratuities, entertainment and other courtesies. Customer agrees to comply with the relevant provisions of Foreign Corrupt Practices Act and Prevention of Corruption Act. Customer undertakes to indemnify the company from any losses in case of non compliance by it.
14. Export control laws :
The customer acknowledges that products supplied/sold by the company are subject to applicable Export Control restrictions. It is customer's responsibility to comply with all applicable international, national, state, regional and local laws, regulations and any export licenses (when notified from time to time) in performing its duties and in any of its dealings with respect to Products supplied hereunder.
Customer hereby certifies that it shall not sell/export any Products in violation of such export control provisions and specifically undertakes not to sell/export such products to any military entity or to any other entity for any military purpose, nor will it sell/export any such Product for use in connection with chemical, biological or nuclear weapons or missiles capable of delivering such weapons. Customer hereby agrees to indemnify the company from any losses, penalties, damages suffered by the company as a result of non compliance of export control provisions by the Customer.
15. Force Majeure :
Neither party shall be liable for delays or failure of performance of any obligation hereunder by reason of an Act of God, fire, flood, war, public disaster, strike or labor difference, governmental enactment, rule or regulation, or any other cause beyond such party's control, provided that diligent continuing efforts are made to resume performance hereunder if such resumption is a commercially reasonable option. Written notice must be given to the other party for any claim made under this Section.
16. Statutory Compliance :
If applicable, customer agrees to comply with all relevant statutory provisions. If the company suffers any loss or penalty as a result of any non compliance by the customer, then, the customer agrees to indemnify the company from such losses.
17. Licenses Software Products :
In case of software products, if applicable, the customer undertakes to execute appropriate software license agreement. If the Customer is not the end user, then the customer undertakes to get such agreement signed by the end user and submit the said agreement to the company or as directed by the company. If the customer fails to submit such signed agreement, then, the customer undertakes to indemnify the company from any damages or losses that it may suffer as a consequence of such non compliance.
18. Login Id & Password :
On request from customers, company shall provide login ids and passwords that are exclusive to the customers. Customer undertakes to ensure confidentiality, complete ownership and responsibility towards Login Id's and passwords allotted to it. Customer shall take adequate steps to prevent misuse of such login id's & passwords. Customer shall be fully liable for all transactions arising out of the use or misuse of such login Id's & passwords. Company at its sole discretion, without assigning any reasons, reserves its right to cancel such login Id's and passwords without notice to the customer. Customer shall not assign or transfer its login Id's & passwords to any person without the written consent of the Company.