Terms and Conditions of Sale

These Terms and Conditions of Sale ("Terms of Sale") apply to every quotation given and every order accepted by Malkar Industries, a partnership firm, D-260, MIDC TTC Industrial Area, Turbhe, Navi Mumbai, Maharashtra 400705, India, GSTIN 27AAFFM6816M1ZU, Udyam Registration Number UDYAM-MH-33-0041427 ("Seller", "we", "us") for products and services supplied to a business customer ("Buyer", "you").

They apply in place of any terms in the Buyer's purchase order or other documents, unless we agree otherwise in writing. Where a quotation or order acknowledgement contains specific terms, those prevail over these Terms of Sale.

1. Quotations and orders

1.1 Quotations are valid for 10 days from their date unless stated otherwise, and may be withdrawn before we accept an order. 1.2 A contract is formed only when we accept the Buyer's order in writing (order acknowledgement or proforma invoice) or dispatch the goods, whichever is earlier. 1.3 Catalogue items are supplied to our published standard specifications. Custom, non-standard and made-to-drawing items are supplied to the specification, drawing or sample approved by the Buyer in writing. 1.4 The Buyer is responsible for the accuracy of drawings, specifications, quantities and other information it provides, and for confirming that the products are suitable for its intended application.

2. Prices and taxes

2.1 Prices are as stated in our quotation or order acknowledgement, in the currency stated, and exclude GST and other taxes, duties, packing, freight and insurance unless stated otherwise. Applicable taxes are charged at the rates in force on the date of invoice. 2.2 For orders with deliveries spread over time, or where the order is changed by the Buyer, we may revise prices to reflect changes in raw material or other costs, with notice to the Buyer.

3. Payment

3.1 Payment terms are as stated in the quotation, proforma invoice or order acknowledgement. Where nothing is stated, 100% advance for new customers; credit terms only for approved accounts. 3.2 Payment is due in full without set-off or deduction, other than taxes deducted at source as required by law with the corresponding certificate provided. 3.3 Malkar Industries is registered under the Micro, Small and Medium Enterprises Development Act, 2006 ("MSMED Act"), Udyam Registration Number UDYAM-MH-33-0041427, as a small enterprise. Payment for goods and services is therefore due within the period agreed in writing, which shall not exceed 45 days from the day of acceptance or deemed acceptance, or, where no period is agreed, within 15 days (section 15 of the MSMED Act). 3.4 If payment is not made within that period, the Buyer is liable under section 16 of the MSMED Act to pay compound interest, with monthly rests, at three times the bank rate notified by the Reserve Bank of India, from the due date until payment. Disputes about amounts due may be referred to the Micro and Small Enterprises Facilitation Council under section 18 of the MSMED Act. 3.5 If payment is late, we may also suspend further deliveries until the overdue amount is paid, without prejudice to our other rights. 3.6 Bank charges for international payments are borne by the Buyer.

4. Delivery

4.1 Delivery terms are as stated in the quotation. Domestic deliveries are dispatched through courier or transport partners or collected from our works; export deliveries are made under the Incoterms® rule stated in the quotation (for example EXW, FOB or CIF). 4.2 Delivery dates and lead times are estimates given in good faith from the date we receive the order with all technical information and any advance payment. We are not liable for loss caused by delay, but the Buyer may cancel the affected part of an order if delivery is delayed by more than 8 weeks beyond the confirmed date for reasons within our control. 4.3 We may make partial deliveries and invoice them separately. 4.4 Our Shipping and Delivery Policy sets out further details.

5. Risk and ownership

5.1 Risk of loss or damage passes to the Buyer on delivery in accordance with the agreed Incoterms® rule or, for domestic deliveries, when the goods are handed to the carrier or collected from our works. 5.2 Ownership of the goods passes to the Buyer only when we have received payment in full. Until then the Buyer holds the goods for us.

6. Inspection and acceptance

6.1 The Buyer must inspect the goods on receipt. Visible transit damage must be reported within 48 hours of delivery, with photographs of the packaging and contents. Other non-conformities with the order must be reported in writing within 7 days of delivery. 6.2 Goods not reported within these periods are deemed accepted, except for hidden defects covered by the warranty in section 7. 6.3 Test certificates and inspection reports are supplied only when requested in the order.

7. Warranty

7.1 We warrant that the goods conform to the agreed specification and are free from defects in material and workmanship for 10 days from delivery ("Warranty Period"). 7.2 The warranty does not cover wear and tear, or defects caused by incorrect installation, operation, speeds, feeds or settings, inadequate maintenance or lubrication, unsuitable workpiece material, modification or repair by others, or use contrary to our instructions or published data. 7.3 Our liability under the warranty is limited, at our option, to repairing or replacing the defective goods or crediting their price, after the goods have been returned to us (with our prior approval) and the defect confirmed by our inspection. Our Returns, Refunds and Cancellation Policy explains the process. 7.4 For services such as regrinding, we warrant that the work is carried out with reasonable skill and care to the agreed specification; the remaining life of reground tools depends on their prior condition and is not guaranteed. 7.5 These warranties replace all other warranties, conditions and terms, express or implied, to the extent permitted by law.

8. Limitation of liability

8.1 Our total liability arising from or in connection with an order, whether in contract, tort (including negligence) or otherwise, is limited to the price paid for the goods or services that gave rise to the claim. 8.2 We are not liable for any loss of profit, production, revenue or business, machine downtime, damage to workpieces or other equipment, or any indirect or consequential loss. 8.3 Nothing in these Terms of Sale limits liability that cannot be limited under applicable law.

9. Cancellation and changes

9.1 Orders for standard catalogue items can be cancelled in writing within 3 hours of ordering, provided they have not been dispatched. We may charge for any costs already incurred. 9.2 Orders for custom, non-standard or made-to-drawing items, and services already started, cannot be cancelled once we have started material procurement or production, except with our written agreement and payment of costs incurred and work done. 9.3 Changes to quantity, specification or delivery requested by the Buyer after order acceptance require our written agreement and may change price and delivery date.

10. Drawings, tooling and intellectual property

10.1 Drawings, designs and specifications supplied by the Buyer remain the Buyer's property and are kept confidential and used only to fulfil the Buyer's orders. 10.2 Unless otherwise agreed in writing, our own designs, drawings, processes and tooling, including those developed for the Buyer's order, remain our property. 10.3 The Buyer confirms that manufacturing to its drawings or specifications will not infringe any third party's intellectual property, and indemnifies us against any claim that it does.

11. Export and compliance

11.1 For export orders, the Buyer is responsible for import licences, customs clearance, duties and taxes in the country of destination, unless the agreed Incoterms® rule says otherwise. We provide the export documentation required for the shipment. 11.2 Each party will comply with the export control, sanctions and anti-corruption laws that apply to it.

12. Force majeure

We are not liable for delay or failure to perform caused by events beyond our reasonable control, including natural disasters, epidemics, fire, flood, war, civil unrest, strikes, government action, power or transport failures, or shortages of materials. Where such an event lasts more than 60 days, either party may cancel the affected part of the order without liability.

13. Governing law and disputes

13.1 These Terms of Sale and every contract formed under them are governed by the laws of India. 13.2 The parties will first try to resolve any dispute by negotiation. Disputes not resolved within 30 days will be referred to arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat of arbitration is Mumbai, and the language English. Subject to this, the courts at Mumbai, Maharashtra, have exclusive jurisdiction.

14. General

14.1 If any provision is held invalid, the rest remains in force. 14.2 Failure to enforce a right is not a waiver of it. 14.3 The Buyer may not assign a contract without our written consent. 14.4 Notices must be in writing to the addresses in the quotation or order acknowledgement; email is acceptable.