1 Definitions and Basis of Contract

1.1 The Seller is LaserQuant Technology Private Limited (LQTPL) incorporated in India with CIN U51909MH2022PTC386921 whose registered office is at Bisesar House, Temple Road, Opp. HS Board Office, Civil Lines, Nagpur, Maharashtra, India, 440001.

1.2 The Buyer is any person, company or other legal entity that submits a written order for goods or services  (Order) or who receives and accepts the Seller’s quotation.

1.3 The Contract between the Seller and the Buyer for the sale and purchase of the goods or services which consists of the Order, the Order Confirmation, these Conditions and, if applicable, any written agreement made between the parties into which these Conditions are incorporated.

1.4 The Order shall only be deemed to be accepted if and when the Seller issues the Order Confirmation, at which point the Contract shall come into existence.

1.5 The Contract constitutes the entire agreement between the Seller and the Buyer. The Buyer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of the Seller which is not set out in the Contract.

1.6 A quotation for the goods given by the Seller shall not constitute an offer. A quotation shall only be valid for a period of 30 Days from its date of issue.

1.7 The Seller’s agreement to sell the goods and services specified in the Order Confirmation is expressly conditioned upon acceptance of these Conditions. The Seller hereby objects to any additional or different terms and conditions contained in the Buyer’s Order, none of which shall be binding upon the Seller unless specifically agreed to in writing by a Director of the Seller. Failure by the Seller to object to a specific provision contained in the Buyer’s Order shall not in any way be deemed an alteration to or waiver of any one of these Conditions. In the event of a conflict between a provision of these Conditions and the Order Confirmation, the provision in these Conditions shall take precedence unless explicitly authorised in writing by a Director of the Seller.

1.8 No forbearance by the Seller in enforcing any of these Conditions shall prejudice the right of the Seller to enforce these Conditions, nor shall any waiver by the Seller operate as a waiver of any subsequent breach.

1.9 No amendment or variation of these Conditions will be valid unless in writing and signed by a Director of the Seller.

1.10 Headings to the clauses in these Conditions are inserted for convenience only and do not affect the construction of them.

1.11 A reference to legislation, legislative provision or Incoterms is a reference to it as amended, re-enacted or updated (as the case may be). A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

1.12 Any samples, drawings, descriptive matter, or advertising produced by the Seller are produced for the sole purpose of giving an approximate idea of goods and services described in them. They shall not form part of the Contract or have any contractual force.

1.13 In these Conditions, a reference to writing or written includes emails.

2 Terms of Payment

2.1 All prices unless otherwise stated are exclusive of taxes which will be charged in addition at the standard rate at the appropriate tax point.

2.2 Unless otherwise stated, all amounts will be payable in, and stated in, Indian Rupees (INR).

2.3 Unless otherwise stated in the applicable Order Confirmation, the Seller will invoice the Buyer for goods (i) 30% on order, and (ii) 70% before delivery. The Buyer shall pay all invoices in full and in cleared funds net zero. Payment shall be made to the bank account nominated in writing by the Seller. Time of payment is of the essence. If the Buyer has failed to meet the Seller’s payment terms, the Seller may delay delivery or cancel the order and/or other orders received by the Buyer.

2.4 The Seller may, by giving notice to the Buyer at any time up to 5 business days before delivery, increase the price of goods to reflect any increase in the cost of goods that is due to:

2.4.1 any factor beyond the Seller’s control (including Force Majeure Event, foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

2.4.2 any request by the Buyer to change the delivery date(s), quantities or types of goods ordered, or the specification; or

2.4.3 any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate or accurate information or instructions.

3 Delivery and Risk

3.1 Delivery dates quoted by the Seller are best estimates only and in regard to any such dates time shall not be of the essence.

3.2 Late delivery does not entitle the Buyer to cancel his Confirmed Order or any part of it.

3.3 Unless otherwise agreed in writing, it is to be agreed that the Buyer will arrange its own carriage, delivery from the Seller to the Buyer shall be made in accordance with Ex-Works Incoterms 2020 (LQTPL).

3.4 The Buyer shall arrange insurance of the goods for carriage.

3.5 The Seller shall be entitled to deliver goods in one or more consignments and to invoice each consignment separately. Each instalment shall constitute a separate contract. Any delay in delivery or defect in an instalment shall not entitle the Buyer to cancel any other instalment.

3.6 The Buyer acknowledges and agrees that the goods supplied to them by the Seller, may be subject to restrictions and controls imposed under both domestic and international legislation. The Buyer agrees and certifies that neither the goods nor any direct goods thereof are being or will be used for any purpose prohibited by such legislation.

3.7 Upon written request by the Seller, at any time whether before the entry into a Confirmed Order, after delivery of the goods, or otherwise, the Buyer agrees to promptly provide full information and documents required in order to verify the intended purpose of use of the goods, their identity and to provide a list of all parties to whom the Buyer has, or intends to, transfer, provide or lend the goods. The Seller reserves the right to refuse to accept an order should the Seller not be fully satisfied with the outcome of these investigations and shall not be required to provide explanation to the Buyer.

4 Cancellations

4.1 Unless previously agreed to by the Seller in writing, the Seller will not accept the cancellation of the Confirmed Order nor the return of goods for credit. Where such cancellation is agreed, the Seller reserves the right to charge the Buyer the amount of any loss or expense incurred or cost of material used in satisfying the Confirmed Order and a reasonable amount for overhead charges and profits.

5 Defects

5.1 The Seller will not be liable in respect of any claim by the Buyer that goods are defective or do not conform to the contract specification unless the Buyer notifies the Seller in writing of such claim within 15 days of the date of despatch of the goods by the Seller.

5.2 Further, the said goods must be either returned to the Seller or retained and available for the Seller to inspect within a reasonable time after notification to the Seller.

6 Warranty

6.1 The Seller warrants that the goods will be of satisfactory quality and will conform to any specifications agreed by the Seller in writing and further, that they will be within the normal limits of industrial quality of such goods.

6.2 The Seller warrants at its discretion to refund the price or to repair or replace free of charge any of the goods found to its satisfaction to be defective within the relevant warranty period as detailed in clause 6.7 (“Warranty Period”) owing to faulty materials or workmanship.

6.3 The Seller shall not be liable for goods’ failure to comply with the warranty set out in clause 6, in any of the following events:

6.3.1 the Buyer makes any further use of such goods after giving notice to the Seller;

6.3.2 the defect arises because the Buyer failed to follow the Seller’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of goods or (if there are none) good trade practice regarding the same;

6.3.3 the defect arises as a result of the Seller  following any drawing, design or specification supplied by the Buyer;

6.3.4 the Buyer alters or repairs such goods without the written consent of the Seller; or

6.3.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions.

6.4 Goods returned under warranty shall be delivered to the Seller’s premises at the Buyer’s expense and subject to an inspection charge (if applicable) of 15% of the invoice price together with taxes thereon if the goods are found not to be defective.

6.5 In the case of goods repaired or replaced by the Seller the Warranty Period will terminate at the end of the Warranty Period relating to the goods originally supplied.

6.6 If the Buyer returns to the Seller goods for examination or repair upon which the Warranty Period has expired, the Seller shall be entitled in all cases to invoice the Buyer for the cost of returned carriage to the Buyer and further, to make an inspection charge of 15% of the invoice price of the goods.

6.7 The Seller is a value added reseller of goods and the Buyer acknowledges that it shall be granted such remaining warranty on individual items as provided to Seller from its own suppliers. Details of product warranties are available on request.

7 Services

7.1 The Seller shall use reasonable endeavours to provide services to the Buyer, in accordance with the applicable Order Confirmation in all material respects.

7.2 The Buyer co-operates with the Seller in all matters relating to service.

7.3 The Buyer provides the Seller and  its agents, in a timely manner and at no charge, access to the Buyer’s premises, office accommodation, data and other facilities as required.

7.4 If either party wishes to make changes to the scope or execution of service, it shall submit details of the requested change to the other in writing. If such either party requests a change to the scope or execution of services, the Seller shall, within a reasonable time, provide a written estimate to the Buyer.

7.5 The Buyer shall not, without the prior written consent of the Seller, at any time from the commencement of Services to the expiry of 12 months after the last date of supply of Services, solicit or entice away from the Seller or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Seller in the provision of Services.

8 Design and Specification

8.1 The Seller reserves the right to effect design changes without notice as required by technical developments or where such changes are effected by the Seller’s suppliers.

8.2 The Buyer agrees to indemnify the Seller against all liability arising from the Seller’s performance of the Buyer’s Confirmed Order in accordance with the Buyer’s specification where such specifications infringe any patent trade mark registered design or other intellectual property rights not owned by the Buyer or the Seller.

8.3 All documents drawings and specifications supplied by the Seller are the Seller’s copyright and may not be disclosed to third parties (other than the ultimate user of the goods) or be reproduced without the Seller’s consent in writing.

8.4 Without limitation to the generality of clause 8.3 drawings and specifications supplied by the Seller may be used by the Buyer only for the purposes of incorporating the goods into the Buyer’s manufactured products and thereafter maintaining and adjusting the goods. No licence is granted to the Buyer to copy or use drawings or specifications so supplied in order to make or have made spare parts for the goods. The Buyer shall in no event disassemble or reverse engineer the goods or attempt to do any such thing.

9 Liability

9.1 The Seller makes no exclusion of its liability for death or personal injury arising from its negligence.

9.2 The Seller expressly excludes liability for special indirect or consequential loss which may arise including the Buyer’s loss of profit business revenue goodwill or anticipated savings.

9.3 The Seller’s liability to the Buyer (save under the terms of clause 9.1 hereof) is limited to the total price of the goods and the Buyer agrees that this shall constitute its exclusive remedy.

10 Termination

10.1 If the Buyer fails to make payment due to the Seller on the due date or commits any other breach of this agreement and fails to remedy such breach within a period of 30 days from receipt of notice in writing from the Seller requesting remedy or if the Buyer enters into an arrangement with its creditors or goes into liquidation or passes any resolution for winding up or becomes subject to the appointment of any receiver, administrative receiver or administrator or becomes bankrupt then:-

10.1.1 the Seller may by notice in writing to the Buyer forthwith cancel the Confirmed Order and any other Confirmed Orders outstanding between the parties;

10.1.2 in the event of such cancellation the Seller shall be entitled to reclaim any goods unpaid for in accordance with the provisions of clause above;

10.1.3 the Buyer shall remain liable to pay the Seller the full purchase price for the goods less:-

10.1.3.1 the disposal price received by the Seller for goods in its possession or reclaimed from the Buyer; and,

10.1.3.2 any part of the purchase price for the goods paid by the Buyer to the Seller.

10.2 Termination of this agreement, however arising, shall not affect the Seller’s rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

11 General

11.1 Force Majeure: The Seller shall have no liability in respect of any delay in delivering or performing any obligations to the Buyer due to any cause of whatever nature outside the reasonable control of the Seller or the Seller’s suppliers. In such event the Seller may without liability cancel or vary the terms of the agreement including extending the time for performing it and the Buyer shall take and pay for such part of the goods as the Seller shall be able to deliver.

11.2 Severance: If at any time one or more of these conditions becomes invalid illegal or unenforceable in respect of any law such terms shall be deemed to be severed from the contract and the validity and enforceability of the remaining provisions shall not be affected or impaired.

11.3 Marketing: Unless otherwise provided in the applicable Order Confirmation, the Buyer agrees that the Seller may use the Buyer’s name and logo (in an approved form) to identify the Buyer as a customer on the Seller’s website or in marketing or publicity materials.

11.4 Third party rights: A person who is not a party to the Contract shall not have any rights to enforce its terms.

12 Governing Law and Jurisdiction

12.1 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the Indian Law. The parties irrevocably agree that the courts of Nagpur shall have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract or its subject matter or formation (including non-contractual disputes or claims).