SAMSONITE SOUTH ASIA PRIVATE LIMITED

STANDARD TERMS OF SALE

Definitions:

Seller” means “Samsonite South Asia Private Limited” unless otherwise provided for.

Buyer” means any person, firm, body corporate, association who has made an offer to the Seller to purchase the Goods.

Goods” means the products manufactured/imported/marketed /distributed by the Seller.

C&F Agent” means any person, firm association or body corporate as appointed by the Seller as its Carrying & Forwarding Agent from time to time.

Due Date” means, unless otherwise agreed upon by the Seller, shall be the 7th day from receipt of the Goods by the Buyer or the date of payment as specified by the Seller in the invoice/delivery challan/order or any other document.

The Seller agrees to sale and the Buyer agrees to purchase from the Seller the Goods subject to the following terms and conditions:

  1. All orders placed by the Buyer shall be subject to the Seller’s acceptance. The Seller shall be at liberty to accept or refuse any order in full or in part without assigning any reasons whatsoever. Orders once accepted by the Seller shall not be cancelled by the Buyer unless consented to or by the Seller in writing.
  2. Goods once sold will not be taken back or exchanged by the Seller under any circumstances except in case of wrong delivery by the Seller and if the complaint is found to be valid, the Seller will either send a Credit Note or replace the wrongly delivered Goods.
  3. Ownership and title of Goods supplied shall be transferred to the Buyer only on receipt of full payment against the Goods supplied.
  4. Prices prevailing on the date of dispatch of Goods will become applicable irrespective of the fact that Purchase order/delivery order/advance payment for the same been accepted/issued by the Seller. The Seller reserves the right to revise the prices of Goods without any further advance notice to the Buyer or without assigning any reasons thereof. The Seller shall not be responsible for costs, charge, expenses and losses, if any, incurred by the Buyer.
  5. Any taxes , cess or duties levied by the Central, State, Local or any other authorities on the sale, transportation or supply/delivery of the goods delivered hereunder shall be paid by the Buyer alone or if directly paid by the Seller, the same shall be reimbursed by the Buyer to the Seller, unless otherwise agreed between Buyer and Seller.
  6. Goods supplied shall be deemed to have been supplied as per the Buyer’s specifications unless the Buyer, within 48 hours from the receipt of the Goods give Seller a written notice of any claim, that the Goods are not of stated description or specification to enable the Seller to investigate and take appropriate action.
  7. Seller will not be responsible for any shortage/damages notices after delivery has been taken by the Buyer and not reported on the back side of “Lorry Receipt” of Transporter.
  8. The Buyer shall provide the Seller with the appropriate tax forms/declarations along with payment and shall indemnify the Seller against any losses, charges, expenses for non- submissions of the forms.
  9. The Goods shall be dispatched at such times and in such convenient lots and quantities as the Seller shall decide. The Seller shall be entitled to cancel an order in whole or in part even if it has been partly executed. Each lot dispatched against a single order shall be considered as a separate contract and failure of dispatch of any one lot or of the balance lots shall not violate the contract as to other lots. The order shall be deemed to have been completed on the date of dispatch in respect of the products actually dispatched in part/full.
  10. The Seller shall not be responsible for delays in dispatch of the Goods for any reason whatsoever and the conditions of dispatch and delivery timing of the same etc. will not be the essence of the contract between the Buyer and the Seller. The Seller shall not be liable to make good the loss, if any suffered by the Buyer for delay in dispatch or delivery of the Goods.
  11. If the Buyer failed to take delivery of the Goods at the rate, date and time specified herein when the delivery becomes due, then the Seller will have the option to cancel the delivery and to claim damages, if any.
  12. It is a condition of the acceptance or the order that the Buyer agrees that the place of the payment for all Goods sold and/or dispatched to them by the Seller under the Agreement is Mumbai or such place as specified in writing by the Seller from time to time.
  13. Cheque/Drafts/Pay orders on up-country banks will not be acceptable unless otherwise agreed in writing. The Cheques/Drafts/Pay orders should be drawn by the Buyer in favour of the Seller. The Seller shall not be liable to loss or theft of Bank Cheques/Drafts/Pay orders etc. in transit. The Buyers are in their own interest advised to hand deliver or mail the aforesaid documents to the Seller by Registered post A/D. All cheques, demand drafts and pay orders must be crossed A/c. Payee only and must be drawn in favour of “Samsonite South Asia Private Limited”. Cheques are subject to realisation.
  14. In case if any cheque returned by the banker due to any reason against the Goods sold to buyer, the cash discount allowed in the invoice will be reversed and debit note will be raised for this cash discount along with bank charges charged by the bankers.
  15. Interest @18% per annum or at such rate as may be revised from time to time by the Seller shall be payable by the Buyer to the Seller for any period of delay in payment of Goods.
  16. In case the Buyer fails to make payment on or before Due Date, the Buyer shall be fully responsible for all the consequential losses to the Seller including loss of Goods, interest, freight, taxes, duties and any other charges required to be borne by the Seller.
  17. If the Buyer fails to make the payment when it becomes due or if there is any breach by the Buyer of any terms and conditions, the Seller may without prejudice to the other rights or remedies cancel this order forthwith or refuse to make further deliveries; in which the Seller shall not be held responsible in anyway.
  18. The Seller shall have lien on the Goods delivered/supplied to the Buyer as to the unpaid purchase price of Goods and the Seller shall be entitled to exercise the lien to recover the unpaid purchase price by taking back the Goods and shall be entitled to sell the same to any other Buyer and adjust the sum so realised against the unpaid purchase price without prejudice to the Seller’s other rights and remedies to recover the outstanding dues and/or other dues.
  19. The Seller reserves its right to appropriate and adjust any sums due to the Buyer against any dues recoverable from the Buyer including delayed payment charges, if any.
  20. The Seller shall not be liable for delay in dispatching the Goods or portion thereof if such delay is due to the act of the god, war declared or undeclared revolution, embargo, riots, civil or political disturbances, lock-out, strikes, force majeure, trade disputes, accidents, fire, droughts, floods or any cause beyond the Seller’s control.
  21. All notices or documents addressed to the Buyer shall be deemed to have been validly served if delivered at/or sent by post to their last known address. The Seller will not be responsible for any demurrage etc. on consignment due to public holidays, postal delays, etc. or any other reasons beyond the Seller’s control.
  22. The Buyer agrees that any suit to enforce the rights of either party under or in respect of this contract shall be instituted in and tried by competent court only in the city of Mumbai and in no other court and the Buyer expressly agrees to submit to the jurisdiction of such courts.
  23. For Sale within Maharashtra: “We hereby certify that our registration certificate under the Maharashtra Value Added Tax, 2002 is in force on the date on which the sales of the Goods specified in this tax invoice is made by us and that the transaction of sale covered by this tax invoice has been effected by us and it shall be accounted for in the turnover of sales while filling of return and the due tax, if any payable on the sale has been paid or shall be paid.”