Definitions

Seller: Refers to Kanodia India Pvt. Ltd. or any of its subsidiary companies or authorized agents.

Purchaser: Refers to the entity purchasing or engaging in business with the Seller.

Goods: All products provided by the Seller to the Purchaser, whether sold, hired, rented, or otherwise, and irrespective of whether these are owned or distributed by the Seller or by others.

Acceptance

Orders and contracts are accepted only under these Conditions of Sale, which are unconditionally accepted by the Purchaser. Any modifications by the Purchaser will not be part of the contract unless explicitly agreed in writing by the Seller. These Conditions of Sale override any contrary clauses proposed by the Purchaser unless expressly accepted in writing by the Seller.

Quotations

Quotations are valid for 30 days and are subject to written confirmation, with errors and omissions excepted. Prices quoted are exclusive of GST, and the contract prices will be plus GST.

Payment

Payments are due no later than 30 days from the end of the month of invoicing. Payment is considered made only upon clearance of cheques or receipt of cleared funds in the Seller’s account. Payment timing is crucial. Interest at a rate of 5% above the current SBI Base Rate may be charged on all overdue accounts. The Purchaser has no right to offset. If the Purchaser faces insolvency, bankruptcy, or fails to remedy any breach within 7 days of notice, they will be considered to have repudiated the contract. Directors of the Purchasing company may be held personally liable for non-payment. The Seller may withhold delivery of Goods if any payments are overdue.

Delivery

Delivery is considered complete once Goods leave the Seller’s premises or those of its suppliers. Time of delivery is not guaranteed. The Seller is not liable for any losses caused by late or non-delivery. Deliveries may be made in instalments, with each instalment invoiced separately. Delivery charges apply based on order value and location.

Separability

Orders for successive deliveries are considered separate contracts; disputes relating to one delivery do not affect remaining deliveries.

Quantity

A variation in quantity within 10% of the order size is deemed acceptable.

Manufacturing Standards

Goods are supplied within recognized trade tolerances. Colour matching and exact dimensions are subject to standard variances and cannot be guaranteed.

Intellectual Property

All sketches and origination work remain the property of the Seller.

Special Printing and Construction

Changes from original specifications after the first proof will incur extra charges. The Seller is not responsible for errors in proofs approved by the Purchaser. The Purchaser is liable for any third-party claims arising from the content printed or constructed as per their request.

Claims

Claims must be made in writing within three days of delivery. For transport-related claims, immediate notification is required.

Consequential Loss

The Seller disclaims any warranties regarding the merchantability or suitability of the Goods, and is not liable for any consequential losses resulting from the supplied Goods or late delivery.

Limit of Liability

The Seller’s liability is limited to the invoice price of the Goods.

Retention of Title

Goods remain the Seller’s property until full payment is received. The Purchaser may resell the Goods in the ordinary course of business but holds the proceeds on behalf of the Seller until all dues are cleared.

Cost Variation

Prices may be revised in the event of any increase in costs to the Seller between the receipt of order and date of delivery to Purchaser.

Purchaser’s Property

Purchaser’s property when supplied will be held at the Purchaser’s risk. Every care will be taken to secure the best results where materials are supplied by Purchasers but responsibility will not be accepted for imperfect work caused by unsuitability of such materials.

Exclusion of Sale by Sample

Notwithstanding that in connection with any order the Seller may submit a sample of the goods to the Purchaser as an indication of the quality, color, or type of goods which may be supplied, no order for goods or acceptance thereof shall be deemed to constitute a sale by sample.

Force Majeure

The Purchaser shall not be liable for any delay in delivery or non-delivery of goods caused by any circumstance beyond the Seller’s control including without limitation by any fire, flood, breakdown of machinery, strike, lock-out, or Court Order and in such circumstances the Seller reserves the right to cancel or suspend the whole or part of any delivery.

Variation of Terms

Any quotation is made subject to the above noted terms and conditions and no alterations, exclusions, additions, or qualifications to the quotation and specification will be made unless confirmed in writing by the Seller.

Governing Law

These conditions and contract of which they form part shall be governed and construed in accordance with the Laws of India and the Purchaser and the Seller agree to submit to the jurisdiction of the Courts of India.