1. TERMS AND CONDITIONS OF SALE

In these conditions "the Company" means “Sepio Products Private Limited”, “Buyer” means the buyer of the Product(s) which shall also include exporters, “Product(s)” means the product(s) as mentioned at Annexure “A” and "Terms" means these terms and conditions together with any contract or purchase order in which they may be incorporated by reference of otherwise.

2. QUOTATION, PRICE, PAYMENT AND TRANSFER OF THE PRODUCT

Quotations only refer to Product(s) specified therein and which are available for execution of the order when received. Unless otherwise agreed prices do not include taxes, carriage, freight and insurance which will be charged to or paid by the Buyer. Payment of 100 % in full in respect of any Product(s) shall be due and payable within [1_] days upon presentation of the Company's invoice beyond which a default interest rate of 2% per month will be charged on the amount due for any delayed payment. If payment in full has not been received and delivery to the Buyer has been effected, the property in the Product(s) shall remain vested in the Company but the Product(s) shall be at the sole risk of the Buyer who shall insure and keep the Product(s) fully insured against all and every risk including specifically but without prejudice to the generality of the foregoing, damage by the Buyer or third parties, fire explosion, aircraft, tempest and flood. The Buyer as and from delivery until payment in full for the Product(s) has been made shall also be responsible for the maintenance and care thereof and will indemnify the Company against any depreciation in the value of the Product(s) and also against any damage caused to the Product(s) in the event payment in full is not been made. The Buyer hereby agrees that the Product(s) purchased by the Buyer cannot be transferred and /or assigned to another person/entity.

3. CHANGES IN SPECIFICATION OF PRODUCT

The Company reserves the right to make any changes in any specification of the Product(s) at its sole discretion or as may be required to conform with any applicable statutory or regulatory requirements of any competent authority of valid jurisdiction. The Buyer understands that the technical specifications of the Product(s) prescribed by the Central Board of Excise & Customs may change at any point in time, without prior notice. The Buyer agrees that the Product(s) once sold shall not be returnable nor any refunds shall be due to the Buyer, in case any changes arise in law affecting the use of the Product(s) or the Buyer’s entitlement to use the same.

4. DELIVERY DATES

Any date or period for delivery or any date of delivery stated in the Terms (a) shall be a date from receipt of a written purchase order by the Company and shall be subject to receipt of all necessary instructions, licences, deposit payments, etc. and (b) is intended by the Company and accepted by the Buyer as being an estimate only, not giving rise to contractual obligations. The Buyer shall not be entitled to rescind the Terms or reject any Product(s) or claim damages on account of delay by the Company including the matters referred to in clause 5 (Force Majeure). The Company shall not in any event be liable for any special, consequential or indirect loss or damage (including but without limitation any loss of or in respect of profits or wages or overheads) suffered by the Buyers as a result of any delay in or failure of delivery. In the event there is any theft or misplacement of the Product(s) in the transit, the Buyer undertakes and agrees to report such theft, misplacement or any such event to the Company within 3 days of such event.

5. CLAIMS FOR NON-ACCEPTANCE OF PRODUCT(S)

All claims for non-acceptance of any consignment shall be made in writing to the Company within seven (7) days from date of receipt of the Product(s). The Buyer shall be deemed to have accepted the Product(s) as being in accordance with the order unless notification of non-compliance or defects is received by the Company within 7 (seven) days of receipt of Product(s) by the Buyer.

6. FORCE MAJEURE

If the Company is delayed or hindered in or prevented from performing any of its obligations under these Terms by reason of act of God, fire, flood, accident, explosion, breakdown or failure of plant or machinery, war, riot, civil disturbance, strike, labour dispute, acts, orders or regulations of Government failure (whether partial or total) of or shortage in any of the Company's or its suppliers existing or contemplated sources of material (including parts & components) or fuel or labour or transport whether such failure or shortage be existing or apprehended by the Company, failure of any supplier or sub-contractor of the Company to perform any contract with the Company or by reason of any cause whether or not of the same nature as the foregoing beyond its control, it shall be under no liability in respect of non-performance of such obligation. If a Force Majeure Event continues for a total of three (3) months, either Party may terminate these Terms by notice to the other and these Terms shall be deemed to have been terminated, effective on the date of the terminating Party’s notice, and the remaining provision of this clause (Termination) shall apply to such termination.

7. ILLUSTRATIONS DRAWINGS, SPECIFICATIONS, ETC

(including any contained in the Company's leaflets) are intended to present a general idea of the Product and are not binding and are subject to variations in design and specifications without prior intimation.

8. WARRANTY

The Company warrants that the Product(s) will at the time of delivery be free from any kind of physical and/or internal damage and defect. All Products comply with the ISO 17712:2013 standards for high security seals. Except to the extent of the descriptions contained herein, or as specified on Company’s order acknowledgment, the foregoing is in lieu of all other warranties, express or implied, including those of merchantability or fitness for any purpose not expressly set forth herein. The Company shall not be responsible for Products subjected to misuse, neglect or accident, altered or tampered with, or subjected to corrective work without Company’s written consent. The Company shall be indemnified against all claims arising by reason of any loss injury or damage sustained by a third party. In case of replacement of a Product, Company shall not bear the transportation cost for the Products agreed for replacement.

9. LIMITATION OF REMEDY AND LIABILITY

Company’s liability, for breach of contract and Buyer’s remedy is limited to the replacement of the Products found inappropriate by the Company and if replacement will not remedy a claimed product deficiency, or if a Company's Product does not comply with the description set forth on Company’s purchase order, the Buyer’s remedy is limited to repayment of any amounts paid on the purchase price or cancellation of the order upon return of the Product(s) to the Company. Once the Product(s) are dispatched from the Buyer’s place of business to the port or Inland Container Depot (ICD) for verification to be done by the Central Board of Customs and Excise, the Company shall not in any event be liable for any defect or damage detected by the customs officer in the Product(s) or any special, consequential or indirect loss or damage (including but without limitation any loss of or in respect of profits or wages or overheads) suffered by the Buyer due to the defect or damage detected in the Product(s). The Company's rights and remedies shall not be prejudiced by any indulgence or forbearance to the Buyer.

10. INDEMNITY

The Buyer agrees to indemnify and hold the Company and its directors and employees, harmless from any claim or demand, including reasonable attorney fees, made by any third party due to or arising out of the Buyer’s misrepresentation and/or violation or breach of any of these Terms and/or violation of any law or the rights of any third party.

11. DISCLAIMER

The Company hereby expressly disclaims all liability whatsoever for any downtime or non – availability of web based applications or software applications or RFID readers (handheld or fixed readers) or scanners at the customs station of export or container terminals or ICD’s or data retrieval server with the portal of Central Board of Excise & Customs (ICEGA TE). The Company further disclaims all liability for any non-compliance by the Buyer with regard to compliance with the requirements of the Central Board of Customs and Excise including any requirement to provide any data and/ or additional information to the Central Board of Customs and Excise. The Company disclaims any/all warranties , obligations or liabilities of any kind whatsoever, whether express or implied (a) towards the accuracy and/or completeness of any data and/ or information provided to the Company and /or the Central Board of Customs and Excise by the Buyer and (b) towards expense, injury, loss or damage to persons or to property or things of whatsoever kind or nature, whether direct, incidental or consequential, including but not limited to those arising from loss of profits, production, increased cost of operation inability to use company’s products for any purpose, except as herein provided, or spoilage of material arising in connection with the sale or use of or inability to use, Company’s products for any purpose, except as herein provided.

12. REPRESENTATION

The Buyer hereby undertakes and agrees that the Buyer shall ensure that all the data and/or information provided by the Buyer to the Company or the Central Board of Customs and Excise is true, complete and accurate. The Buyer further agrees and undertakes that the Buyer shall not impersonate any person or entity, or falsely state or otherwise misrepresent the Buyer’s affiliation with any person or entity. The Buyer hereby confirms and declares that he/she/they have fully understood these terms and conditions and is/are authorised and have the legal capacity to accept these terms and conditions.

13. INSOLVENCY OF BUYER

(a) This clause applies if:
1. The Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
2. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
3. the Buyer ceases, or threatens to cease, to carry on business; or
4. the Buyer fails to make payment of any sum due to the Company for the Product(s) on its due date for payment and such failure continues for a period of 7 days following the Company’s written request to the Buyer requiring payment.
5. the Buyer fails to make payment of any sum due to the Company for the Product(s) on its due date for payment and such failure continues for a period of 7 days following the Company’s written request to the Buyer requiring payment.

In the event the aforesaid conditions apply then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the purchase order or suspend any further deliveries under the purchase order without any liability to the Buyer, and if the Product(s) have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary and any advance payments received by the Company shall be utilised towards payment of the unpaid purchase price of the Product(s) and /or forfeited towards damages.

14. INTELLECTUAL PROPERTY RIGHTS

The sale of the Product(s) to the Buyer does not confer any right or license upon the Buyer to use, exploit, or otherwise utilize any Intellectual Property rights subsisting in or relating to the Product(s) and/or the Company’s trademarks.

15. CANCELLATION

The Buyer shall have no right in any circumstances to cancel the purchase order without the prior written consent of the Company and subject to compliance by the Buyer with such requirements (including requirements as to the payment of adequate compensation) as the Company may impose as a condition of giving such consent. In case of any non-reply/inability of an Buyer for completing the payment for ordered Product(s) more than a period of [7] days shall be deemed as order cancellation and allow the Company to forfeit the advance payments if any, and salvage the costs incurred by reselling the partly /completely ready Product(s).

16. TERMINATION

The Company shall be entitled, without prejudice to its other rights & remedies, either to terminate wholly or in part these Terms or any or every other purchase order with the Buyer or to suspend any further deliveries under these Terms or any or every other such purchase order in any of the following events.(a) If any debt due and payable by the Buyer to the Company is unpaid (b)If the Buyer has wrongfully failed to take delivery of any Product(s) under these Terms or any other purchase order as aforesaid (c) If the Buyer becomes insolvent or being a body corporate has a Receiver appointed or passes a resolution for winding up or a Court makes an Order to that effect or being an individual for partnership makes any composition or arrangement with his or their creditors or has a Receiving Order made against him or them. Upon termination of these Terms all amounts payable by the Buyer to the Company under these Terms shall be immediately due and payable.

17. CONFIDENTIALITY

These Terms are confidential to the Company and the Buyer shall not, without prior written consent of the Company, disclose any information relative to or derived under these Terms, except as may be required to ensure performance. The obligations of confidentiality in this shall survive the termination hereof and shall continue unless and until any of the relevant confidential information enters the public domain through no fault of the relevant party or any other person owing a duty of confidentiality according to this Clause.

18. NOTICE

Any notice required or permitted to be given by either party to the other under these conditions shall be in writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

19. MISREPRESENTATION

Any error, omission, misrepresentation or misstatement in these Terms or in the course of negotiations leading thereto shall not entitle either party to rescind the agreement nor (unless the error, omission, misrepresentation or misstatements relates to a matter materially affecting the value of the Product and /or causes any loss or damage of whatsoever kind or nature, whether direct, incidental or consequential to the Company and the agreement has been entered into in reliance thereon) shall either party be entitled to any damages or compensation in respect thereof.

20. WAIVERS

The Company's rights and remedies shall not be prejudiced by any indulgence or forbearance, to the Buyer and no waiver by the Company of any breach by the Buyer shall operate as a waiver of any subsequent breach.

21. ASSIGNMENT

These Terms or any part thereof shall not be assigned by the Buyer without the prior consent of the Company.

22. JURISDICTION

If any question, dispute or difference in connection with the purchase order arises, then courts of Mumbai shall have the sole jurisdiction to try and finally decide such question, dispute or difference according to Law.

23. DISPUTE RESOLUTION

Any dispute and/or disagreement, arising under these Terms shall be settled through consultation and conciliation process among the Company and the Buyer. If the dispute cannot be amicably settled between the Parties within one month after a request to settle the dispute amicably has been made to the other Party, the dispute or difference shall be referred to arbitration under the Arbitration and Conciliation Act, 1996. The arbitral tribunal shall comprise of a sole arbitrator nominated by the Company. The venue of arbitration shall be Mumbai, India and the language shall be English.

24. INDEPENDENT CONTRACTOR

The relationship of the Parties is that of independent contractors, neither Party shall represent itself to be, the agent, employee, franchise, joint venture, officer or partner of the other Party. Nothing herein contained shall be construed to place partners or joint venture, and neither Party shall have the power to obligate or bind the other Party in any manner whatsoever.

25. THE PURCHASE ORDER AND THESE CONDITIONS

The purchase order and these Terms shall in all respects be constructed and operate as an Indian contract and in accordance with and be governed by Indian law.