quotation to which these Terms and Conditions of Sale are attached (the
“Quote”) is an offer to sell the quoted services (the
“Services”) to the named purchaser (the “Buyer”),
conditional on the Buyer’s agreement to the terms and conditions set forth below
and NITHYAM MULTI SERVICES PRIVATE LIMITED agrees to sell the same only upon
these terms and conditions. Except as specifically provided otherwise below,
this document constitutes the entire agreement of the parties with respect to
the purchase and sale of the Services and supersedes all prior understandings
or agreements, whether written or verbal. No term or condition of Buyer’s order
inconsistent with the terms and conditions hereof shall be binding on NITHYAM
MULTI SERVICES PRIVATE LIMITED. Any additional or different terms, including
but not limited to those on Buyer’s purchase orders (the “Purchase
Orders”), are hereby rejected by NITHYAM MULTI SERVICES PRIVATE LIMITED
and disclaimed by Buyer. Any amendment to these terms and conditions must be in
writing, must NITHYAM MULTI SERVICES PRIVATE LIMITED. Unless otherwise
specified in the Quote, or unless withdrawn earlier by NITHYAM MULTI SERVICES
PRIVATE LIMITED, the Quote will expire thirty (30) days from the date issued.
(a) Prices in the Quote are in Indian Rupees, include packaging for domestic or international commercial shipment, as appropriate, and are exclusive of any other amounts including without limitation fees for export, special packaging, transportation and insurance, and are payable as per the Quote.
Prices do not include any taxes, customs duties or tariffs. When NITHYAM MULTI
SERVICES PRIVATE LIMITED has the legal obligation to pay or collect any such
taxes, duties or tariffs, the appropriate amount shall be paid by Buyer unless
Buyer provides NITHYAM MULTI SERVICES PRIVATE LIMITED with a valid exemption
certificate. Buyer agrees to indemnify and hold NITHYAM MULTI SERVICES PRIVATE
LIMITED harmless for any liability for any tax, duty or tariff in connection
with the sale, as well as the collection or withholding thereof, including
penalties and interest.
2. ORDER ACCEPTANCE
Orders are subject to formal acceptance in writing (via email, by letter or
fax) by NITHYAM MULTI SERVICES PRIVATE LIMITED’ contractual representative even
if received elsewhere by a salesperson, selling agent or other representative. NITHYAM
MULTI SERVICES PRIVATE LIMITED will use commercially reasonable efforts to
confirm or reject any Buyer Purchase Order within five (5) business days of
receipt by NITHYAM MULTI SERVICES PRIVATE LIMITED’ contractual representative.
3. PAYMENT TERMS
(a) NITHYAM MULTI SERVICES PRIVATE LIMITED will invoice Buyer for each shipment. The amount invoiced will include the price of the Services plus all applicable taxes, fees, transportation, insurance, and other fees or charges. If all Service in Buyer’s Purchase Order are not shipped at the same time, NITHYAM MULTI SERVICES PRIVATE LIMITED will invoice Buyer at the time of shipment for the Services being shipped. Payments shall be remitted to: NITHYAM MULTI SERVICES PRIVATE LIMITED, Inc., 8 Nutmeg Rd. South, South Windsor, Connecticut, 06074, U.S.A.
(b) Unless otherwise specified, payments are due thirty (30) days after the date of invoice.
(c) Any unpaid due amounts will be subject to interest at 1.5% per month, or, if less, the maximum rate allowed by law.
(d) NITHYAM MULTI SERVICES PRIVATE LIMITED shall not be liable under any warranty stated herein if the purchase price has not been paid in full.
NITHYAM MULTI SERVICES PRIVATE LIMITED may offset amounts NITHYAM MULTI
SERVICES PRIVATE LIMITED owes to Buyer against amounts Buyer owes to NITHYAM
MULTI SERVICES PRIVATE LIMITED, whether under the same or a different Purchase
4. ACCEPTANCE OF SERVICES
of services shall occur immediately upon completion unless buyer provides
written notification of non-conformity within 15 calendar days of completion.
5. WARRANTIES EXCLUSIVE
To the full extent allowed by law, the foregoing warranties and remedies are exclusive and are in lieu of all other remedies, warranties, terms, or conditions, express or implied, either in fact or by operation of law, statutory or otherwise. NITHYAM MULTI SERVICES PRIVATE LIMITED’ warranties herein convey to Buyer and to the ultimate end user (the “End User”), but are not extended to any other third parties. NITHYAM MULTI SERVICES PRIVATE LIMITED neither assumes nor authorizes any other person to assume for it any other liability in connection with the sales, installation, maintenance or use of its Products or performance of Services. Replacement Products assume the warranty status of the Product being replaced and have no separate or independent warranty of any kind. OTHER THAN AS EXPRESSLY SET FORTH ABOVE, NITHYAM MULTI SERVICES PRIVATE LIMITED MAKES NO WARRANTIES, EXPRESS, STATUTORY, IMPLIED, OR OTHERWISE. NITHYAM MULTI SERVICES PRIVATE LIMITED SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES AND CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
OF LIABILITY. NITHYAM MULTI SERVICES PRIVATE LIMITED’, OR ITS AFFLIATES’ OR ITS
SUPPLIERS’ TOTAL LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT
SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES UP TO BUT NOT TO EXCEED THE PURCHASE
PRICE OF THE SERVICES. IN NO EVENT SHALL NITHYAM MULTI SERVICES PRIVATE LIMITED
BE LIABLE FOR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES, LOST PROFITS OR
REVENUE, BUSINESS INTERRUPTION, CLAIMS OF THIRD PARTIES, LOSS OF INFORMATION
ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, OR ANY SPECIAL,
INDIRECT, RELIANCE, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER
CAUSED AND ON ANY THEORY OF LIABILITY REGARDLESS OF THE REASON. THE FOREGOING
LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER NITHYAM MULTI SERVICES PRIVATE
LIMITED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING
THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. The disclaimers of
warranty and limitations of liability set forth herein are an essential element
in setting the product price. Because some states and jurisdictions do not
allow the exclusion or limitation of liability for consequential or incidental
damages, the above limitation may not apply or fully apply to Licensee.
6. BUYER CHANGE ORDER AND CANCELLATION
and all changes to Buyer’s Purchase Orders must be provided by written (paper-based
or electronically transmitted) notice from Buyer. Any change order increasing
the purchase quantity is subject to acceptance by NITHYAM MULTI SERVICES
PRIVATE LIMITED’ contractual POC.
7. CANCELLATION FOR DEFAULT
MULTI SERVICES PRIVATE LIMITED may, upon written notice to Buyer, cancel any or
all Buyer Purchase Orders effective immediately if:
(i) Buyer fails to perform any material obligations and such failure is not remedied within fifteen (15) calendar days after notice has been given;
(ii) Buyer fails to pay for purchases in accordance with the terms stated herein;
(iii) Buyer: ceases doing business as a going concern; makes an assignment for the benefit of creditors; is unable to pay its debts as they become due; files a voluntary petition in bankruptcy; is adjudicated to be a bankrupt or insolvent debtor; files a petition seeking for itself any reorganization; or consents or acquiesces in the appointment of a trustee, receiver or liquidator; or
any proceeding seeking involuntary reorganization, or similar relief is filed
against Buyer which is not dismissed within thirty (30) days after filing, or
if any trustee, receiver or liquidator of Buyer or any substantial part of its
business assets or properties is appointed without NITHYAM MULTI SERVICES
PRIVATE LIMITED’ consent or acquiescence and such appointment is not vacated
within thirty (30) days after such appointment. Any cancellation pursuant to
this clause will be in addition to and not in lieu of any other remedies
available to NITHYAM MULTI SERVICES PRIVATE LIMITED at law or in equity.