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STANDARD TERMS AND CONDITIONS OF SALE

These terms and conditions of sale (“Agreement”) are applicable to any order placed with and accepted by Shop Elect Pvt. Ltd. (referred to herein as “Supplier”):

All prices quoted herein are valid for 30 days from the date hereof and thereafter subject to confirmation by the Supplier.

  1. SCOPE OF AGREEMENT. The Supplier, on acceptance of any Purchase Ordern( P O ), placed by the Buyer, will supply the products and services specified in the Order (the “P O”) to Buyer, pursuant to the terms and conditions of this Agreement and its exhibits and Supplier’s acceptance of such order submitted by Buyer is expressly limited to the terms and conditions of this Agreement notwithstanding any contrary provisions contained in Buyer’s purchase orders, acknowledgements or other documents. The details of the P O (e.g. quantity, price, and product specifications) shall be set forth in the relevant Order.

  2. Delay in delivery: Supplier is not responsible for any delay in delivery of the goods / materials agreed to be sold hereby, if caused due to no fault on the part of Supplier. This is in addition to the Force Majeure exceptions.

 

  1. PRICE AND TERMS.(a) The prices payable by Buyer for goods and services to be supplied by Supplier under this Agreement will be specified in the applicable Order. Unless otherwise expressly stated in an Order, all prices exclude taxes and duties and transportation, shipment and warehousing charges.



(b) If Buyer does not pay an invoiced amount within terms, Buyer will in addition pay interest of two percent (2%) per month on the late balance and Supplier reserves the right to (1) withhold shipment of the Work until full payment is made; and/or (2) revoke any credit extended to Buyer. If the Buyer’s default continues for more than sixty (60) days in arrears, Buyer shall reimburse Supplier for the reasonable costs, including advocates’ fees, of collecting such amounts from Buyer. In the event of any dispute regarding an invoice, no interest charge will apply in the event that Buyer provides 21 days’ written advance notice of the dispute prior to the due date for such payment. (c) Upon reasonable request by the Supplier, Buyer shall provide copies of its most recent audited financial statements or other reasonable evidence of its financial capacity and such other information as Supplier reasonable requests to determine credit status or credits limits. (d) Buyer shall provide notice within five (5) business days of the occurrence of any event which materially affects Buyer’s ability to perform its obligations under this Agreement including but not limited to: (i) the material default of any supplier or sub-contractor; (ii) labour strike or dispute; or (iii) material uncured default with respect to any debt obligations of Buyer. (e) Pricing schedules (whether attached to this Agreement or an Order) are subject to change upon a change in the price of applicable raw materials (as reflected on a recognized trade or commodity pricing tracker) in excess of five percent (5%) from the date of such schedule. (f) Unless otherwise specified in the Order, goods will be delivered ex-works/FOB and will be shipped to Buyer via carriers selected by Supplier.







  1. . ACCEPTANCE

The Buyer shall promptly notify the final acceptance or rejection of the Goods, promptly and as practical after the delivery to Buyer; however, unless earlier rejected, the Goods shall be deemed to have been accepted by the parties within three (3) days after delivery to Buyer. Upon acceptance of each unit of Goods, Buyer waives any right to revoke such acceptance for any reason, whether known or unknown to Buyer at the time of acceptance. Goods returned should be accompanied by valid excise invoice for acceptance. Any defect or nonconformance becoming apparent in the Goods after such acceptance shall be corrected under and subject to, the conditions of the Article herein entitled Warranty. We will not accept any claim for compensation for any reason you are not able to avail Cenvat credit for the invoice.

 

  1. . CANCELLATION, STOP WORK ORDERS

The Supplier may accept a cancellation order, with the specified written approval of the Supplier and shall be subject to cancellation charges which will include all expenditures made and committed for the Order with a reasonable allowance for prorated overhead expenses, profit and cost for preparing, submitting and negotiation of Supplier’s termination claim.

 

  1. Transfer of title and risk:

 

The time is essence of the contract. The risk and ownership of goods being sold under this contract shall transfer to Purchaser on payment of full price. In case the price is partly paid, the Supplier shall have a lien on all goods delivered to the extent of unpaid portion of price and further the Supplier has a right to withhold the supply of goods not delivered, until full payment is received.

 

  1. WARRANTY

 

Supplier neither expressly nor impliedly warrants against defects in design, workmanship and materials of parts or materials supplied by others and utilized by the Supplier in such Goods. Supplier shall give the Buyer (insofar as it is assignable) the benefits of any express written warranties given to Supplier by such manufacturer or other vendors. Supplier shall have no obligation to process any warranty claim against such manufacturer and supplier for the benefit of the Buyer.

 

Supplier determines (in its sole discretion) that such goods are defective and have not been subject to accident, abuse or misuse, and have been operated and maintained in accordance with the manufacturer’s recommendations and specifications; and

 

THE WARRANTY PROVIDED IN THIS ARTICLE AND THE OBLIGATIONS AND

LIABILITIES OF SUPPLIER AND THE RIGHTS AND REMIDIES OF BUYER HEREUNDER, ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND SUPPLIER HEREBY DISCLAIMS, AND BUYER HEREBY WAIVES, ALL WARRANTIES AND LIABILITIESOF SELL AND ALL CLAIMS AND REMIDIES OF THE BUYER, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY DEFECT IN ANY GOODS, INCLUDING WITHOUT LIMITATION, ANY (A) IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE OR FOR A PARTICULAR PURPOSE, (B) ANY IMPLIED WARRANTY ARISING FROM

COURSE OF DEALING OR PERFORMANCE OR USAGE OF TRADE, (C) RECOVERY BASED UPON TORT, WHETHER OR NOT ARISING FROM SUPPLIER’S NEGLIGENCE, AND (D) ANY RECOVERY BASED UPON DAMAGED PROPERTY, OR OTHERWISE BASED UPON LOSS OF USE OR PROFIT OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES. THIS WARRANTY SHALL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY SUPPLIER AND BUYER. IN THE EVENT THAT AN PROVISIONS HEREOF SHOULD FOR ANY REASON BE HELD INEFFECTIVE, THE REMAINDER OF THIS WARRANTY SHALL REMAIN IN FULL FORCE AND EFFECT.

 

 



  1. ASSIGNMENT

The buyer shall not assign its Order or any interest therein or any rights there under without the prior written consent of Supplier.

 

 



 

  1. BUYER MATERIALS AND DATA. (a) Buyer represents and warrants that any matter it furnishes for performance of services by Supplier (i) does not infringe any copyright or trademark or other Intellectual Property Rights of any third party; (ii) is not libelous or obscene; (iii) does not invade any persons right to privacy; and (iv) does not otherwise violate any laws or infringe the rights of any third party. (b) Buyer warrants that it has the right to use and to have Supplier use on behalf of Buyer any data provided to Supplier or its Affiliates by Buyer including specifically customer names, identifying information, addresses and other contact information and related personal information (“Data”).



  1. INTELLECTUAL PROPERTY. All inventions, discoveries, patent applications, patents, copyrights, trademarks and trade names, commercial symbols, trade secrets, work product and information embodying proprietary data existing and owned by Buyer as of the date of the Order or made or conceived by employees of Buyer during the Term of the Order shall be and remain the sole and exclusive property of Buyer provided that Buyer grants to Supplier a license to use, display and distribute (and to sub-license its affiliates and sub-contractors to use, display and distribute) any intellectual property rights delivered to Supplier as reasonably necessary to perform any Order. Any and all inventions, discoveries, patent applications, patents, copyrights, trademarks and trade names, commercial symbols, trade secrets, work product and information embodying proprietary data existing and owned by Supplier as of the date of the Order or made or conceived by employees, consultants, representatives or agents of Supplier during the term of this Agreement shall be and remain the sole and exclusive property of Supplier. Without limiting the generality of the foregoing, the parties agree that Supplier will own systems (including all web source code) related to the Services provided hereunder, including all modifications, upgrades and enhancements thereto made during the term of the Order. [Without limiting the generality of the foregoing, Buyer acknowledges and agrees that apart from direct physical trading activities, the Supplier is in the business of developing customized print and e-commerce solutions, and the provision of print and fulfillment order services, and that Supplier shall have the right to provide to third parties services which are the same or similar to the services provided herein and to use or otherwise exploit any Supplier materials in providing such services





  1. Receiving Party agrees that the Confidential Information is and shall at all times remain the property of Disclosing Party and may be material to the interests, business and affairs of Disclosing Party and that the disclosure thereof would be detrimental to the interests, business and affairs of Disclosing Party.

 

  1. The parties hereto acknowledge and agree that any breach of this Agreement could result in irreparable loss/harm to the Disclosing Party for which damages may not be an adequate remedy. In the event of any such breach or threatened breach of this Agreement, the Receiving Party agrees that it may be enforced through the issuance of an injunctions, restraining the unauthorized copying, duplication, transfer, transmission, store, digitise, copy in dematerialised form and / or in any other form, use or disclosure of the Disclosing Party’s Proprietary Information by the Receiving Party or through any other legal or equitable means available to the Disclosing Party.



  1. This Agreement shall cover all Confidential Information received from the effective date of this Agreement for a period of one (1) years (the “Disclosure Period”) or when terminated by either party with not less than two (2) weeks’ prior written notice to the other party, whichever is earlier. Any duties or obligations relating to the disclosure or protection of Confidential Information pursuant to this Agreement shall survive the expiration or termination of the Disclosure Period and continue in effect for a period of 12 months from the date of this Agreement (“Protection Period”).

Dispute Resolution:

  1. (a) This Agreement is governed by and will be construed in accordance with the laws of India and in the event of dispute the parties will attempt to resolve the dispute in good faith by senior level negotiations. Where both parties agree that it may be beneficial the parties will seek to resolve the dispute through mediation.



(b) Any disputes arising out of or in connection with this Agreement and which may not be settled through the disputes redressal mechanisms as contained in clause 8 above, shall be finally resolved by arbitration by a sole arbitrator, to be appointed by mutual consent of Parties hereto who shall arbitrate upon the dispute in accordance with the Arbitration and Conciliation Act, 1996 and the rules framed there under. The seat and venue of arbitration shall beMumbai, India and arbitration shall take place in the English language. The decision or award resulting from the arbitration shall be final and binding on the Parties and this agreement and arbitration , including awards if any, shall be subject to jurisdiction of courts at Mumbai.



  1. INDEMNIFICATION. The indemnifying party, as Indemnitor, shall indemnify, defend and hold harmless the indemnified party, as Indemnitee, its officers, directors, employees, agents, subsidiaries, and other affiliates from and against any and all claims, damages, liabilities, and expenses (including attorney fees) arising from any third-party claim based on Indemnitor’s (or its agent’s) breach of any representation, warranty, covenant, agreement, or obligation under the Order or this Agreement , or Indemnitor’s (or its agent’s) grossly negligent and/or willful acts in carrying out its obligations under the Order or the Agreement, provided that in no event shall Supplier be responsible for any claims arising out of its compliance with instructions, requirements, or specifications provided by or required by Buyer (including the use of information, artwork, logos, and/or trademarks provided by Buyer). Neither party will be responsible for indemnifying another party hereto where the basis of the indemnity claim arises out of such other party’s own negligence or willful misconduct. In order to avail itself of this indemnity provision, Indemnitee shall promptly provide notice to Indemnitor of any such claim, tender the defense of the claim to Indemnitor, and cooperate with Indemnitor in the defense of the claim. Indemnitor shall not be liable for any cost, expense, or compromise incurred or made by Indemnitee in any legal action without the Indemnitor’s prior written consent.

 

  1. BREACH. In addition to all other rights to which a party is entitled under this Agreement, if either party breaches any term of the Order or the Agreement , the non-breaching party shall have the right to: (a) terminate the Order immediately upon written notice to the other party; and (b) seek to obtain injunctive relief to prevent such breach or to otherwise enforce the terms of this Agreement. Failure to properly demand compliance or performance of any term of the Order or this Agreement shall not constitute a waiver of Supplier’s rights hereunder and prior to any claim for damages being made for non-conformance or breach, Buyer shall provide Supplier withreasonable notice of any alleged deficiencies in the Work or performance under the Order or this Agreement and Supplier shall have a reasonable opportunity to cure any such alleged non-conformance or breach.

  2. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE HEREUNDER FOR INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY FOR SUCH DAMAGES AND VENDOR’S TOTAL LIABILITY FOR DAMAGES UNDER THIS AGREEMENT AND THE ORDER SHALL BE LIMITED TO THE TOTAL FEES DUE HEREUNDER FOR THE INVOICE UPON WHICH A CLAIM IS BASED.

 

  1. NOTICE. Any notice sent pursuant to the Order or this Agreement shall be sent by certified mail, return receipt requested, or by overnight mail to the addresses on the Order or to such address as either party may in the future designate.

 

  1. ASSIGNMENT. Except as otherwise provided, the Order and this Agreement shall be binding upon and inure to the benefit of the parties’ successors and lawful assigns.



  1. STATUS OF PARTIES HERETO.Buyer and Supplier are separate entities. Nothing in the Order or this Agreement shall be construed as creating an employer-employee or joint venture relationship.

 

  1. COMPLIANCE WITH LAW. Supplier shall comply with all state, Central and local laws and regulations applicable to its performance hereunder.



  1. GOVERNING LAW.This Agreement shall governed by and interpreted as per the laws of India and the courts at Thane alone shall have exclusive jurisdiction on all matters, disputes or differences arising from and / or related to this agreement and/any clause or term thereof including arbitration.

 

  1. Force Majeure. Parties to this order/agreement shall not be liable for any failure to perform or delay in performance of this Agreement to the extent that any such failure arises from acts of God, war, civil insurrection or disruption, riots, government act or regulation, strikes, lockouts, labor disruption, cyber or hostile network attacks, inability to obtain raw or finished materials, inability to secure transport, or any cause beyond such party’s reasonable control.

 

 

  1. SURVIVAL.

In case any clause / part of this order/agreement is held, declared, or rendered invalid or inoperative for any reason whatsoever, such holding or declaration shall not in any way affect or prejudice the validity and enforceability of the remaining clauses / parts of this order/agreement.

 

 

 

  1. Entire Agreement.

This Order / agreement / quotations issued by the supplier contains the entire agreement of the Parties on the subject matter with respect to the Business Scope and supersedes all agreements between the Parties on the subject matter of this Agreement.