Standard Terms & Conditions of Purchase
The purchase order, together with these terms and conditions, and any attachments and exhibits, specifications, drawings, notes, instructions and other information, whether physically attached or incorporated by reference (collectively the “Purchase Order”), constitutes the entire and exclusive agreement between Business Saint Services Private Limited (“BS”) and the supplier (“Supplier”) identified in the purchase order. BS submission of the purchase order is conditioned on Supplier agreement that any terms different from or in addition to the terms of the Purchase Order, whether communicated orally or contained in any purchase order confirmation, invoice, acknowledgement, release, acceptance or other written correspondence, irrespective of the timing, shall not form a part of the Purchase Order, even if Supplier purports to condition its acceptance of the Purchase Order on BS agreement to such different or additional terms unless such modification is approved in writing by BS. Supplier electronic acceptance, acknowledgement of this Purchase Order, or commencement of performance constitutes Supplier’s acceptance of these terms and conditions.
PO Terms: THIS PAGE INCLUDES Business Saint Services Private Limited TERMS AND CONDITIONS THAT APPLY TO THE ABOVE PURCHASING DOCUMENT
1. Modifications
No modification of the conditions hereof shall be effective unless made in writing and signed by both parties. Acknowledgment by the Seller on standard forms or in any other fashion which contains terms and conditions differing from those set forth herein, shall not indicate any intention or agreement by BS to vary, add to, or detract from the terms and conditions herein. No increase in the purchase price shall be effective unless authorized in supplemental purchase order issued by BS's purchasing agent.
2. Delivery
- Time is of the essence in Supplier’s performance. Supplier will immediately notify BS if timely performance is delayed or likely to be delayed. BS acceptance of notice is not a waiver.
- If the Supplier delivers Work after the Delivery Date, BS may reject such Work.
- BS may delay payment without loss of discount and without breach for the number of days delivery fails to conform.
- Force majeure events (including sabotage, fire, flood, strikes, riot, insurrection, war, governmental acts, priorities, acts of God) excuse liability for delay/nonperformance, but entitle either party to cancel on written notice.
All deliveries shall be as per dispatch instructions between 9:00am to 3:00pm on weekdays accompanied by delivery challans and invoices in triplicate. We reserve the right to return supplies made in advance or beyond delivery schedule. If deliveries are not made in prescribed time, we may cancel the order without notice at your risk and purchase elsewhere, without prejudice to our right to recover all losses/damages and other expenses directly or indirectly sustained by us in the process of new purchase.
3. Payment
Unless otherwise specified in the Purchase Order, the price for the Work includes all taxes and other charges such as shipping and delivery charges, duties, customs, tariffs, imposts and government-imposed surcharges. A breakup of the base price and the taxes is provided in the purchase order wherever applicable.
4. Intellectual Property Rights & Warranties
Seller warrants that merchandise/equipment (unless designed by BS) and normal use are free of any patent infringement; Seller will defend/indemnify BS against such claims. Seller warrants proper performance, continuous service, freedom from defects (materials, workmanship and design unless designed by BS), fitness for purpose, and conformity with specifications/standards. Seller will, without expense to BS, repair or replace (at BS’s option) any nonconforming/defective goods and reimburse reasonable costs. Seller will indemnify, defend, and hold BS harmless against demands/claims/suits/expenses arising out of alleged defects.
5. Termination
BS may terminate at any time, for no reason, upon 15 days’ written notice. Supplier will inform BS of completed performance and deliver existing work. BS will pay for accepted work through the effective termination date, not exceeding amounts that would have been due upon full completion/acceptance. No further payment obligation applies.
6. Confidentiality
- Seller shall keep confidential information received in performance (designs, property, equipment, processes, materials) and not use BS’s name in publicity without prior written consent.
- If an NDA exists and expires before the Purchase Order ends, the NDA term automatically extends to match the Purchase Order term.
- The parties shall treat the terms, conditions, and existence of the Purchase Order as Confidential Information under the NDA.
- Suppliers shall obtain BS’s written consent prior to any publication/presentation/public announcement/press release concerning its supplier relationship.
7. Engineering Assistance
Upon BS’s written request, Seller will provide a qualified Engineer to aid installation on a reasonable itemized per-diem basis, listed separately. If installation/operational difficulties arise due to Seller’s design/material/workmanship defects, such services shall be provided at no cost to BS.
8. Site Access & Insurance
If Seller requires access to BS premises, Seller is solely responsible for direction/supervision/control of its personnel and any engaged parties; must maintain safeguards to protect persons/property; and must carry workers’ compensation, public liability, and (if subcontractors) protective liability insurance with adequate limits.
9. BS Property in Seller’s Possession
Seller assumes full responsibility for BS property while in its possession and shall insure it under fire and extended coverage with a reputable insurer.
10. Raw Materials Compliance
Seller represents and warrants that all raw materials used in Products sold to BS comply with all applicable laws/regulations in the country of harvest, manufacture, destination and transit.
11. Agreement by Performance
Seller’s production/supply of materials, Products or equipment designated in the Purchase Order constitutes agreement to all terms and conditions herein.
12. Quality
All material must conform to our specifications. Supplies are subject to inspection and acceptance at our factory; our decision on acceptance is final.
13. Quantity
Quantity supplied must not exceed the stipulated purchase order quantity unless otherwise stated in writing.
14. Defectives
Non-spec deliveries will be removed from our premises. Rejected materials at inspection/process stages must be taken back within 7 days of our intimation; handling/processing charges will be recovered. Warehouse charges apply if not taken within 7 days. We will not be liable for losses/damages to rejected materials.
15. Failure to Accept Delivery
No liability attaches to us for failure to accept deliveries due to unforeseen circumstances beyond our control (Acts of God, flood, strikes, lockouts, transportation embargoes, etc.).
16. Demurrage
Any demurrage/similar charges accrued due to Supplier not booking goods per our instructions or late delivery of railway/courier receipts shall be borne by the Supplier.
17. Invoice & GST Compliance
All invoices must include full particulars (PO number/date, instructions) with E-Way bill & E-Invoice where applicable. Vendor shall issue GST-compliant tax invoices per Rule 46 of CGST Act, 2017 (with our GSTINs, HSNs, tax, etc.), report them in GSTR-1 for the month of supply, and deposit relevant tax. Any failure/mistakes leading to denial/reversal of our input tax credit entitles us to recover such amount (including interest/penalties). Where e-invoices are mandated, we only accept invoices with IRN and QR code as per GST provisions.
18. Packing
Consignments must be sufficiently/properly packed; breakage/loss due to improper packing is on your account. No packing/forwarding/delivery charges are allowed unless confirmed in writing.
19. Amendment
Any alterations/modifications/extensions/variations or other changes to this order are invalid unless confirmed by us in writing.
20. Jurisdiction
This contract is deemed entered into at Delhi, India; only competent courts within Delhi have jurisdiction over claims/damages arising out of this contract.
21. Safety
Transporters must follow instructions and all safety regulations as communicated by Company Security from time to time.
22. Prohibited Items
All tobacco products, cigarettes, chewing gum, cameras, mobile phones with camera, USB memory sticks, and other recordable devices.
23. Further Information
If you wish to raise any query, please contact connect@business-saint.com.