1. GENERAL

1.1 These General Terms and Conditions of Sale (“Conditions”) govern the offering, sale and delivery of all goods and/or services (hereinafter jointly referred to as the “Product(s)”) from TECHNOVA IMAGING SYSTEMS PVT. LIMITED, LAXMI MILL ESTATE, OFF DR E MOSES ROAD, SHAKTI MILLS LANE, MAHALAXMI, MUMBAI – 400 011 India (“TISPL”), to customer (“Customer”) and apply to all transactions between TISPL and Customer. By placing an order or accepting delivery of the Products, Customer confirms its unqualified acceptance of these Conditions. These Conditions shall form an integral part of all quotations, Confirmed Orders, invoices, and delivery documents issued by TISPL.

1.2 By contracting on the basis of the Conditions, Customer agrees to the applicability thereof in respect of all future dealings, even if this is not explicitly stated.

1.3 TISPL explicitly rejects the applicability of any general terms and conditions of Customer. Furthermore, the Conditions supersede any and all terms of prior oral and written quotations, communications, agreements and understandings of the parties in respect of the sale and delivery of the Products and shall apply in preference to and supersede any and all terms and conditions of any order placed by Customer and any other terms and conditions submitted by Customer. Failure by TISPL to object to the terms and conditions set by Customer shall in no event be construed as an acceptance of any of the terms and conditions of Customer. Neither TISPL’s commencement of performance nor TISPL’s delivery shall be deemed as acceptance of any of Customer’s terms and conditions. If the Conditions differ from any of the terms and conditions of Customer, the Conditions and any subsequent communication or conduct by or on behalf of TISPL, including, without limitation, confirmation of an order and delivery of Products, constitute a counteroffer and not acceptance of such terms and conditions submitted by Customer. Any communication or conduct of Customer which confirms an agreement for the delivery of Products by TISPL, as well as acceptance by Customer of any delivery of Products from TISPL shall constitute an unqualified acceptance by Customer of the Conditions.

1.4 Any electronic communication between TISPL and Customer shall be effective as originals and shall be considered to be a “writing” between the parties. The electronic communication system used by TISPL will serve as sole proof for the content and the time of delivery and receipt of such electronic communications.

1.5 The Parties agree that electronic records maintained in the usual course of business, including emails and system-generated data logs of TISPL, shall be admissible as evidence of content and delivery, and shall be binding unless proven otherwise.

2. QUOTATIONS, ORDERS AND CONFIRMATION

2.1 Unless stated otherwise by TISPL, quotations made by TISPL in whatever form are not binding to TISPL and merely constitute an invitation to Customer to place an order. All quotations issued by TISPL are revocable and subject to change without notice. Orders are not binding until accepted by TISPL in writing (“the Confirmed Order”). TISPL shall be entitled to refuse an order without indicating the reasons.

2.2 Our price quotations based on estimated or projected quantities are subject to increase in the event that actual quantities purchased during the specified period are less than the estimated or projected quantities.

2.3 Each delivery shall stand as a separate transaction and any failure to deliver shall have no consequences for other deliveries.

3. PRICES

3.1 Prices and currencies of TISPL’s Products are as set out in the Confirmed Order. Unless otherwise agreed, TISPL’s prices include standard packaging but do not include Value Added Tax or any other similar applicable taxes, duties, levies or charges in any jurisdiction levied in relation to the Products or the delivery thereof (“Taxes”). The amount of any Taxes levied in connection with the sale of Products to Customer shall be for Customer’s account and shall either be added to each invoice or separately invoiced by TISPL to Customer. If TISPL grants a discount, this discount only relates to the delivery specifically mentioned in the Confirmed Order.

3.2 Unless the prices have been indicated as firm by TISPL in the Confirmed Order, TISPL is entitled to increase the price of the Products still to be delivered if the cost price determining factors have been subject to an increase. These factors include but are not limited to: raw and auxiliary materials, energy, products obtained by TISPL from third parties, wages, salaries, social security contributions, governmental charges, freight costs and insurance premiums. TISPL shall notify Customer of all such increases.

4. PAYMENT AND CUSTOMER’S CREDIT

4.1 Unless stated otherwise in the Confirmed Order, payment shall be made on the basis of net cash, to be received in advance. All payments shall be made without any deduction on account of any Taxes and free of set-off or other counter claims.

4.2 With regard to payment for the Products, time is of the essence. TISPL may, without prejudice to any other rights of TISPL, charge interest on any overdue payment at 24% (twenty-four percent) per annum from the due date computed on a daily basis until all outstanding amounts are paid in full. All costs and expenses incurred by TISPL with respect to the collection of overdue payments (including, without limitation, reasonable attorney’s fees, expert fees, court costs and other expenses of litigation) shall be for Customer’s account.

4.3 Every payment by Customer shall in the first place serve to pay the judicial and extra-judicial costs and the accrued interest and shall afterwards be deducted from the oldest outstanding claim regardless of any advice to the contrary from Customer.

4.4 Any complaint with respect to the invoice must be notified to TISPL in writing within 7 (seven) days after the date of invoice. Thereafter, Customer shall be deemed to have approved the invoice. Failure to dispute the invoice within such period shall be deemed as unconditional acceptance of the invoice.

5. DELIVERY AND ACCEPTANCE

5.1 Unless stated otherwise in the Confirmed Order, all deliveries of Products shall be ex-factory.

5.2 Unless stated otherwise in the Confirmed Order, any times or dates for delivery by TISPL are estimates and shall not be of the essence. TISPL is entitled to deliver the Products as stated in the Confirmed Order in parts and to invoice separately. Delay in delivery of any Products shall not relieve Customer of its obligation to accept delivery thereof, unless Customer cannot reasonably be expected to accept such late delivery. Customer shall be obliged to accept the Products and pay the rate specified in the Confirmed Order for the quantity of Products delivered by TISPL.

6. CANCELLATION

6.1 Customer’s wrongful non-acceptance or rejection of Products or cancellation of the Confirmed Order shall entitle TISPL to recover from Customer, in addition to any other damages caused by such action, the price of such Products as quoted in the Confirmed Order.

7. EXAMINATION AND CONFORMITY TO SPECIFICATIONS

7.1 On delivery and during the handling, use, commingling, alteration, incorporation, processing, transportation, storage, importation and (re)sale of the Products (the “Use”), Customer shall examine the Products and satisfy itself that the Products delivered meet the agreed specifications for the Products as stated in the Confirmed Order or, in the absence of agreed specifications, to the most recent specifications used by TISPL at the time of delivery of the Products (the “Specifications”).

7.2 Complaints about the Products shall be made in writing and must reach TISPL not later than 7 (seven) days from the date of delivery in respect of any defect, default or shortage which would be apparent from a reasonable inspection on delivery, and 7 (seven) days from the date on which any other claim (e.g. hidden defects) was or ought to have been apparent, but in no event later than (i) 1 (one) month from the date of delivery of the Products or (ii) the expiry of the Products’ shelf-life whichever is the earlier. Any Use of the Products shall be deemed to be an unconditional acceptance of the Products as of the date of delivery and a waiver of all claims in respect of the Products.

7.3 A determination of whether or not delivered Products conform to the Specifications shall be done solely by TISPL analysing the samples or records retained by TISPL and taken from the batches or production runs in which the Products were produced in accordance with the methods of analysis used by TISPL. In case of a disaccord between the parties concerning the quality of a batch or production run of Products supplied by TISPL to Customer, TISPL will submit representative samples of said batch or run to an independent laboratory to have determined whether or not the batch or run in question has met the Specifications. The results of such analysis shall be binding upon the parties and the party unable to uphold its position shall bear the related costs of the laboratory. Any such determination shall be conducted using standard test methods under commercially reasonable conditions.

7.4 Defects in parts of the Products do not entitle Customer to reject the entire delivery of the Products, unless Customer cannot reasonably be expected to accept delivery of the remaining non defective parts of the Products. Complaints, if any, do not affect Customer’s obligation to pay as defined in Article 4.

7.5 TISPL makes no representation of warranty as regards traded Products including Equipments, parts or components thereof. Such Products may be subject to the respective manufacturers’ Limited Warranty as applicable and specified for the Product in the Product’s documentation or on its packaging, or in any other written documentation provided by its Manufacturer or as displayed on its website.

7.6 Customer is advised to carefully read in advance and note all applicable warranty terms and conditions including pre-installation guidelines, specification of Products, transportation, storage and handling conditions. Customer is entitled to obtain the same from TISPL or directly from the Manufacturer by making a written request to this effect.

7.7 Applicable warranties, if any, shall always be conditional upon Product being handled, stored, installed, tested, inspected, maintained and operated in the manner specified by TISPL or the Manufacturer, or if not specifically specified then in commercially reasonable and prudent manner.

7.8 The warranty will not apply if damage, malfunction or failure resulting from alterations, accident, misuse, abuse, fire, liquid spillage, mis-adjustment of customer controls, use on an incorrect voltage, power surges and dips, thunderstorm activity, improper or defective storage and transport conditions, failure to observe operational instructions and installation guidelines, acts of God, voltage supply problems, tampering or unauthorized repairs by any persons, use of defective or incompatible accessories, exposure to abnormally corrosive conditions or entry by any insect, vermin or foreign object in the Product.

8. TRANSFER OF RISK AND PROPERTY

8.1 The risk of the Products shall pass to Customer ex-factory no sooner the Products are delivered to Customer or Customer’s carrier.

8.2 The title to the Products shall not pass to Customer and full legal and beneficial ownership of the Products shall remain with TISPL unless and until TISPL has received payment in full for the Products, including costs such as interest, charges, expenses etc.

8.3 In the event of termination on the basis of Article 16, TISPL shall, without prejudice to any other rights of TISPL, be entitled to require immediate return of the Products, or to repossess the Products, for which it may invoke a retention of title.

9. LIMITED WARRANTY

9.1 TISPL solely warrants that on the date of delivery the Products shall conform to the Specifications. If and to the extent Products are in breach with such warranty, as determined in accordance with Article 7, TISPL may at its own option and within a reasonable time either repair or replace the Products at no charge to Customer, or issue a credit for any such Products in the amount of the original invoice price. Accordingly, TISPL’s obligation shall be limited solely to repair or replacement of the Products.

9.2 TISPL’s obligation to repair, replace, or credit shall be contingent upon receipt by TISPL of timely notice of any alleged non-conformance of Products and, if applicable, the return of the Products, in accordance with Article 7.

9.3 The foregoing warranty is exclusive and in lieu of all other warranties, representations, conditions or other terms, express, implied, statutory, contractually or otherwise.

10. LIMITED LIABILITY

10.1 TISPL shall under no circumstances be liable to Customer or any other person for any kind of special, incidental, indirect, consequential or punitive damage or loss, cost or expense.

11. FORCE MAJEURE

11.1 Neither party shall be liable in any way for any damage, loss, cost or expense arising out of or in connection with any delay, restriction, interference or failure in performing any obligation towards the other party caused by circumstances beyond reasonable control.

11.2 Upon the occurrence of any Force Majeure event, the affected party shall inform the other party in writing. Obligations will be suspended during such period. If the event continues beyond 60 days, either party may cancel the affected portion without liability.

12. MODIFICATIONS AND INFORMATION; INDEMNITY

12.1 Unless Specifications are fixed, TISPL reserves the right to modify Product Specifications or manufacturing without notice.

12.2 Customer must rely on its own expertise in use of Products. Customer shall indemnify and hold TISPL harmless against damages, losses, liabilities, and third-party claims arising out of Customer’s use.

13. COMPLIANCE WITH LAWS AND STANDARDS

13.1 Customer acknowledges responsibility for ensuring compliance with all relevant laws, regulations, codes or standards.

14. INDEPENDENT CONTRACTORS

14.1 TISPL and Customer are independent contractors; no principal-agent relationship is created.

15. NON-ASSIGNMENT AND CHANGE OF CONTROL

15.1 Neither party may assign rights or obligations without prior written consent except to affiliates or acquiring parties.

15.2 TISPL may terminate the Confirmed Order if Customer undergoes change of control. Customer must notify TISPL within 10 days.

16. SUSPENSION AND TERMINATION

16.1 If Customer defaults, becomes insolvent or cannot provide assurance of performance, TISPL may repossess Products or suspend/terminate delivery.

16.2 In such an event, all outstanding claims of TISPL become immediately due.

17. WAIVER

17.1 Failure by TISPL to enforce any provision shall not constitute a waiver of rights.

18. SEVERABILITY AND CONVERSION

18.1 Invalid or unenforceable provisions shall be reformed to reflect original intent; remaining provisions stay valid.

19. GOVERNING LAW AND ARBITRATION

19.1 These Conditions are governed by Indian law.

19.2 Disputes shall be settled by arbitration in Mumbai. Award is final and binding.

20. SURVIVAL OF RIGHTS

20.1 Rights and obligations continue to bind parties and successors even after termination.

21. HEADINGS

21.1 Headings are for convenience only and do not affect interpretation.

22. INTELLECTUAL PROPERTY

22.1 All IP rights relating to Products belong exclusively to TISPL.

22.2 TISPL is not liable for potential third-party IP infringement arising from Customer’s use.

22.3 Sale of Products does not convey any license under any IP rights; Customer assumes all risks.

23. GST COMPLIANCE AND INVOICING

23.1 GST Registration: TISPL shall maintain valid GST registration.

23.2 Invoice Format includes:

• • GSTIN of both parties
• • HSN/SAC codes
• • Place of supply
• • Applicable tax rates and amounts
• • Invoice Reference Number (IRN), if applicable

23.3 ITC: TISPL invoices must support Customer’s ITC claims.

23.4 E-invoices/E-Way Bills shall be generated where applicable.

23.5 Tax liability due to incorrect treatment shall be borne by the responsible party.

23.6 Parties shall cooperate to comply with changes in GST law.

23.7 IMS actions must match transactions; any adverse impact to TISPL shall be recovered.

24. TAX DEDUCTION

24.1 Customer shall deduct appropriate TDS and deposit timely.

24.2 Customer shall issue TDS certificates to TISPL within statutory timelines.

24.3 Customer shall furnish annual turnover declaration.

Effective Date: 1/8/2025
Last Updated: 1/8/2025