General Conditions of Use for the SKS Website

1. SCOPE

1.1

Any use of the web pages (SKS Welding Systems Website) offered by SKS Welding Systems Private Limited ("SKS") shall be subject to these Conditions insofar as use is not otherwise regulated by the conditions of the SKS company in the respective country. By commencing use, the user accepts the validity of these Conditions of Use in their current version.

2. CONTENTS OF THE SKS WEBSITE

On its website, SKS has placed non-binding information as well as related documentation and software which may be called up or downloaded. Such placement shall be without any commitment and without any warranties as to completeness. By downloading any material from this website, you agree to these Conditions. If you do not agree to them do not download any material from it. You agree to abide all the restrictions attached to any material accessed through SKS  website and do not alter it in any way. SKS may at any time in whole or in part block the SKS Website or change the contents without any prior notice. SKS does not accept any liability in relation to the uninterrupted availability of the SKS Website.

3. RIGHTS OF USE

3.1
The use of the information, software and documentation available on the SKS Website shall be subjected to these Conditions, or if the information, software and documentation are updated, such shall be subject to the applicable license conditions already agreed with SKS. Any license conditions separately agreed upon shall prevail over these Conditions.
 

3.2
SKS  grants to the user a non-exclusive, non-transferable, non-assignable, non-sublicensable right to use the information, software and documentation available on the SKS  Website to the extent to which it is agreed between the parties, or, in case there is no agreement on this point, in accordance with the purpose intended by SKS.
 

3.3
Software is only available in a machine-readable form at no cost. No right shall exist to the release of any source code. In case the license conditions of open source software have priority over these Conditions and require SKS to make the source code available, such source code shall be made available in exchange for reimbursement of expenses.

4. INTELLECTUAL PROPERTY RIGHTS

4.1
Notwithstanding the particular requirements in section 4 of these Conditions of Use, any information, trademark names and other contents of the SKS Website may not be changed, copied, reproduced, sold, rented, used, supplemented or used in any other way without the prior written permission of SKS.
 

4.2
Except for the right of use and other rights expressly granted herein, the user shall be granted no further rights of any type whatsoever, in particular those to the company name or to intellectual property rights, such as patents, utility models or trademarks, nor shall SKS  be subject to any corresponding duty to grant such rights.
 

4.3
Copyright: Intellectual Property Rights in the pages of SKS website and the content available through them belong to SKS or other third parties. The user do not acquire, by virtue of his use of SKS website, any rights, title or interest in any of the Intellectual Property Rights in the Content or SKS website. For the purpose of these Conditions of Use, “Intellectual Property Rights” means (i) copyright, patents, database, rights and rights in trademarks, designs, know-how and registered or non-registered confidential information; (ii) applications for registration and the right to apply for registration for any of these rights; and (iii) all other intellectual property rights.

5. REGISTRATION AND USE OF PROTECTED PAGES

5.1
Some pages of the SKS Website are protected by way of a password. Access to these pages is only possible for registered users for transactional business security purposes. There shall be no right to be registered by SKS. In particular, SKS reserves the right to make web pages previously freely accessible subject to registration. SKS may at any time revoke a right of access by blocking the access data without providing any reasons therefor, in particular when the user:

• has provided false details for registration;
• has breached the Conditions of Use or its duties of care in relation to the treatment of access data;
• has breached applicable law in accessing or using the SKS Website; or
• has been an inactive user of the SKS Website for a period of at least 24 months.
   

5.2
In the event that registration is permitted, the user shall provide accurate and correct details and must advise SKS immediately of any changes.
 

5.3
After registration the user shall receive a user name and password (user data). At the time of first access the user shall change the password provided by SKS into a secure password. The user data allows the user to access its own data, to change such data, and, if necessary, to extend or revoke agreements to data processing.

6. REFERENCES AND LINKS TO THIRD PARTY WEBSITES

The SKS Website may contain references and links (hyperlinks) to the websites of third parties. SKS does not accept any responsibility for the contents of such websites, nor does SKS make the contents of such websites its own, as SKS cannot control any information connected by a third party link and is not responsible for the contents and information therein contained. Any use of linked websites shall be at the risk of the user.

7. EXCLUSION OF LIABILITY FOR DEFECTS AS TO TITLE AND QUALITY & VIRUSES

7.1
Insofar as any information, software or documentation is made available at no charge, any liability is hereby excluded for defects as to title or defects as to the quality of the information, software and documentation, and in particular for the correctness, defect-free nature, and the non-existence of property rights or copyright of third parties, completeness and/or usability except in cases of will full acts or malice. SKS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
 

7.2
The information contained on the SKS Website may include specifications or general descriptions of technical possibilities of products, which in individual cases (e.g. for reasons of changes in products) may not always be available. The required performance specification of the products should therefore be agreed prior to purchase in each case.
 

7.3
The liability of SKS for any defects as to quality and defects as to title shall be determined by the provisions in sections 7.1 and 7.2 of these Conditions. Ceteris paribus, any liability of SKS  is excluded unless (i) mandatory law (e. g. the Product Liability Act) requires it, (ii) as a result of product liability law, (iii) as a result of will full acts or gross negligence, (iv) as a result of death or personal injury, (v) as a result of the acceptance of a guarantee as to quality, (vi) as a result of malicious concealment of a defect, or (vii) because of the material breach of a contract. Any damages for material breach of contract shall however be limited to typical, foreseeable damages, insofar as will full acts or gross negligence are not involved.

8. ACCEPTANCE OF COOKIES

A cookie is a small text file sent by a web server. Cookies store your preferences and other information (like IP-address, browser, browser language etc.) but will not identify you as an individual. SKS uses cookies only for statistics in relation with the website and to improve the website. The statistics are made anonymously by Google Analytics. In case you do not want to use cookies, you can usually modify your browser setting to decline cookies. However, some of the features or services on our website may not work without cookies. With regard to more details on data protection please refer to our Data Protection Statement & Privacy Policy.

9. OBLIGATIONS OF USE

9.1
The user may not in regard to the SKS Website:

• cause any damage or injury to any persons, in particular juveniles, or violate their right to privacy;
• act against good morals by its method of use;
• violate intellectual property rights or copyright or other property rights;
• transmit any contents with viruses or so-called “Trojan Horses” or other programming which could damage software;
• provide, store or send hyperlinks or contents to which it is not allowed, in particular if such hyperlinks or contents are a breach of a duty of confidentiality or are unlawful; or
• distribute advertising or unsolicited e-mails (so-called "spam") or irrelevant warnings as to viruses, malware or similar, or request persons to participate in gambling, games, chain letters, pyramid schemes or any other similar actions.
• to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by SKS may harm SKS or users of the Website or expose them to liability.
• use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Website, including their ability to engage in real time activities through the Website.

10. EXPORT REQUIREMENTS

The transfer of information, software and documentation can be subject to the applicable legal provisions of export controls, in particular but not limited to the law of the EU or its member states or the US, due to its type or its purpose of use or its end use. The user confirms that he shall comply to the applicable provisions of export control law at all times.

11. PROTECTION OF PERSONAL DATA

SKS shall, in compiling, using and processing personal data of the user, observe the applicable data protection regulations which may be viewed on the SKS Website.

12. COLLATERAL AGREEMENTS, PLACE OF JURISDICTION, APPLICABLE LAW

12.1
Any collateral agreements to these Conditions of Use including any amendments of this clause shall be in the written form.
 

12.2
The place of jurisdiction for litigation which may occur in connection with the use of our Website, is Pune.
 

12.3
The individual pages of the SKS website are operated by and are the responsibility of SKS. These pages comply with the requirements of the specific country in which SKS Welding Systems Pvt Ltd has its registered seat. SKS accepts no responsibility for the possibility that information, software and/or documentation in the SKS Website may be called up or downloaded in places outside of the respective country. If users from countries outside of the respective country use the SKS Website, they are themselves responsible for compliance with the applicable regulations of the respective country. Access to information, software and/or documentation on the SKS Website in countries in which access is unlawful is not allowed. In such case, and should the user wish to contact SKS commercially, the user should contact the SKS  representatives in the respective country.

1. GENERAL NOTICE

1.1
All Agreements for Sale and Delivery of any Goods or Services by SKS to its Customers is expressly conditioned on Customer’s assent to these Terms & Conditions. Any acceptance of SKS’s offer is expressly limited to acceptance of these Terms & Conditions and SKS expressly objects to any additional or different terms proposed by Customer, unless it has expressly consented to their validity in writing. No other form/document/contract shall modify these Terms & Conditions even if signed by SKS’s 

2. INTERPRETATION

In these Terms & Conditions unless the context requires otherwise–
 

2.1
the singular shall import and include the plural and vice versa.
 

2.2 
words indicating one gender shall import and include other genders.
 

2.3
words indicating natural persons shall import and include artificial persons.
 

2.4 
reference to the word “include” shall be construed without limitation
 

2.5
the expressions “hereof”, “herein” and similar expressions shall be construed as references to this Agreement as a whole and not limited to the particular Clause or provision in which the relevant expression appears;
 

2.6 
the headnotes to these Terms & Conditions are used for the sake of convenience only and shall not govern the interpretation of the clauses to which they relate.
 

2.7 
where any number of days is prescribed in these Terms & Conditions, they shall be calculated exclusive of the first day and inclusive of the last day unless the last day falls on a Saturday, Sunday or public holiday. In which case the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday.
 

2.8 
if any doubt or conflict arises where figures are referred to in numerals and in words, the words shall prevail.
 

2.9 
the Terms & Conditions as set out herein shall cancel and replace all previously issued terms & conditions as may be agreed upon between the Parties. These Terms & Conditions shall prevail over any other agreement/document signed between the Parties. In case of additional agreements between the Parties, these Terms & Conditions shall constitute the basis for all negotiations.

3. DEFINITIONS

In these terms & Conditions, unless the context requires otherwise, the following words and expressions shall have the meanings set out against them respectively:
 

3.1 
“Applicable Laws” – all  applicable laws, by-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, policies, notices, directions, judgements, decrees or other requirements in the Republic of India or official directive of any Governmental authority or Person acting under the authority of any Governmental authority and / or of any statutory authority or judicial or quasi-judicial authority in the Republic of India.
 

3.2 
“Agreement” – shall mean either the agreement entered into between the Parties or the Purchase Order signed by Customer and accepted by SKS in writing, for the sale of Goods or Services, together with these Terms and Conditions, SKS’s final Quotation or Invoice, the agreed scope(s) of work, and SKS’s order acknowledgement. In the event of any conflict, these Terms and Conditions shall take precedence over other documents included in the Agreement.
 

3.3 
“Confidential Information” – shall mean information in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory and wherever located) relating to the business, customers, products, affairs and finances of the Parties, not being in public domain and trade secrets including, without limitation, technical data and know-how relating to the business of the Parties or any of their suppliers, customers, agents, distributors, shareholders, management or business contracts, including in particular and including (but not limited to) information that SKS creates, develops, receives or obtains in connection with this Agreement, whether or not such information (if in anything other than oral form) is marked confidential.
 

3.4 
“Contract Price” – shall mean the price of the Goods and/or Services as set out in the Invoice.
 

3.5 
“Contract Specification” – shall mean the specification or other description of the Goods and/or Services on SKS’ Invoice.
 

3.6 
“Customer” – shall mean the legal or commercial entity that has been issued with an Invoice from SKS for providing Goods & Services under the Agreement.
 

3.7 
“Delivery Note” – shall mean a note on which specifies the Invoice number, delivery instruction note number, net and gross weights and number of bags/packages/cartons or other containers in which the Goods and/or Services are supplied.  All Invoices are tax invoices complying with the Applicable Laws
 

3.8 
“Force Majeure” – shall mean any cause beyond the reasonable control of the Parties including but not limited to, fire, flooding, earthquake, explosion, accident, epidemic, strike, lockout, act of war (declared or undeclared), riot, acts of God or States enemies and actions out of any governmental authority.

4. COMPLIANCE WITH THE APPLICABLE LAWS

4.1
SKS shall comply with Applicable Laws applicable to the sale of Goods and its performance of Services. Customer shall comply with Applicable Laws to the application, operation, use and disposal of the Goods and Services.
 

4.2 
Notwithstanding any other provision, Customer shall timely obtain, effectuate and maintain in force any required permit, license, exemption, filing, registration and other authorization, including, but not limited to, building and environmental permits, import licenses, environmental impact assessments, and foreign exchange authorizations, required for the lawful use of Goods or fulfillment of Customer’s obligations, except that SKS shall obtain any license or registration necessary for SKS to generally conduct business, if any required.

5. PURCHASE ORDER

5.1 
The Prospective Customer shall place a Purchase Order with SKS specifying the Goods and/or Services it requires as well as any technical specifications, the Prospective Customer may require for such Goods and/or Services to conform to.
 

5.2 
SKS reserves the right to refuse any Purchase Order issued to it by the Prospective Customer. Acceptance of such Purchase Order by SKS will only be deemed to have occurred when SKS delivers its Invoice to the Prospective Customer.

6. QUOTATION

6.1 
On receipt of a request for Quotation, SKS undertakes without undue delay to issue the Prospective Customer with a Quotation together with these Terms & Conditions of this Agreement.
 

6.2 
The Quotation shall remain valid for acceptance by the Prospective Customer for the period specified on the Quotation. Alternatively in the event that a period of validity is not stipulated in the Quotation, the Quotation will remain valid for a period of 30 (thirty) days from the date of Quotation as reflected in the Quotation, unless otherwise agreed in written form. The Quotation may be modified or withdrawn by SKS before receipt of Customer’s conforming acceptance.
 

6.3 
The Prospective Customer may elect to accept or reject the Quotation within the period of validity specified in clause 6.2. In case the Customer accepts the Quotation, it specifically agrees, that the Quotation/Invoice/Final Order issued by the SKS shall be subject to the Terms & Conditions of this Agreement.

7. FINAL ORDER AND INVOICE

7.1
Following receipt of the Prospective Customer’s acceptance of the Quotation and the corresponding formal order, SKS without undue delay will issue the Prospective Customer with a Final Order/Invoice conformation. in accordance with the Applicable Laws.

8. CONTRACT PRICE

8.1
Save insofar as may be otherwise specifically agreed in writing to the contrary by SKS, Final Orders will be accepted following the quoted pricing, in regards to Goods and transport, pricing will be mutually decided on the date of transport. Any deviance must be mutually agreed by the Parties in writing before dispatch of such Goods.
 

8.2 
Contract Price lists issued by SKS from time to time, are for information only and do not constitute offers for sale.

9. PAYMENT

9.1 
Unless otherwise agreed upon in writing by the Parties, for all Final Orders/Invoices, payment in full without deduction or set off in respect of Goods and/or Services sold by SKS, shall be made in accordance with Clause 9.2, via bank transfer by providing delivering proof of the effected transaction on date of delivery/dispatch of the Goods. Banking charges for bank transfer shall be borne by the Customer.
 

9.2 
Where SKS has agreed to supply Goods and/or Services on credit, Payment in full shall be due within 30 (thirty) days from date of the statement rendered by SKS unless otherwise agreed upon.
 

9.3 
In the event that the Customer defaults in payment, it shall deliver the Goods to SKS upon receipt of notice by the Customer from SKS, without undue delay.

10. CREDIT FACILITIES:

10.1 
Credit facilities shall only be afforded to a Customer after completion of the necessary documents required by SKS and having provided SKS with the required guarantees/suretyships.
 

10.2 
SKS reserves its right to, at any time and after having provided the Customer with reasonable notice, (and reasonable notice to be deemed to be 30 (thirty) days), advise that credit facilities to a Customer by SKS will be terminated, and SKS will be under no obligation whatsoever to provide any reasons for such termination.
 

10.8 
It is specifically agreed and recorded that at all material times, it shall be the sole prerogative of SKS to decide to which Customer it would be willing to extend credit facilities. It specifically being understood by Customers that any differentiation shall not be deemed to be discriminatory, but shall be deemed to form part of SKS’s internal credit risk limitation policy.
 

10.4 
SKS shall be entitled to refuse sale of the Goods and/or Services to any Customer in the event of overdue accounts owing by the Customer to SKS or in the event that a Customer is not able to obtain/provide satisfactory guarantees/suretyships. It is specifically recorded and agreed between the Parties, that any late payments by a Customer shall constitute an automatic breach of any credit facility agreement entered into between SKS and the Customer and provided to the Customer by SKS and accordingly, SKS reserves the right at any time to refuse any further sale of Goods and/or Services to the Customer on a cash on delivery basis until all outstanding accounts including any accrued interest on such outstanding accounts have been settled in full by such Customer.

11. INTEREST ON OVERDUE PAYMENTS

11.1 
It is specifically agreed and recorded herein by the Parties, that the interest on overdue accounts may become effective as per Clause 10.2.
 

11.2 
For each calendar month, or fraction thereof, that Payment is late, Customer shall pay a late payment charge computed at the rate of << 18% per month>> on the overdue balance, or the maximum rate permitted by Applicable Laws, whichever is less.

12. CANCELLATION OF AGREEMENT

12.1 
This Agreement may only be cancelled by means of delivery of a written notification of cancellation to SKS by the Customer.

13. CANCELLATION PENALTY

13.1 
Should the Customer cancel this Agreement (and unless otherwise agreed upon in writing by SKS) at any time following the Customer’s receipt of SKS’s Invoice, the Customer shall be liable for cancellation penalties, which amount shall be determined by SKS at its sole discretion. The Customer expressly agrees to such penalty being imposed by SKS.

14. DISPATCH, DELIVERY AND RISK OF LOSS

14.1 
Time of delivery shall not be of the essence in this Agreement.
 

14.2 
Whilst every effort will be made to dispatch the Goods and/or Services as advised, SKS does not guarantee dispatch on any specific date and shall not be liable for any damages including consequential damages that may be suffered by the Customer as a result of any delays in the dispatch of the Goods and/or Services that may occur, save to the extent that SKS may be liable for any losses as per Clause 19 (Limitation of Liability).

15. REPRESENTATION AND WARRANTIES

15.1 
For a period of 1 (one) year from the date of the Customer’s receipt of the Goods sold hereunder, SKS warrants that such Goods shall be of SKS’s standard quality and will operate strictly in accordance with the Contract Specifications. SKS makes no other warranty of any kind, express or implied, including without limitation, any warranty of merchantability, or non-infringement. SKS specifically makes no warranties as to any Goods/Services or as to compliance with laws, regulations, standards and/or conventions including any related to the environment or to the packaging, labelling and/or transport of hazardous Goods. No warranty shall apply to shipping damage, damage caused by improper installation or improper wiring, including incorrect electrical voltage, Goods that have been modified or altered in any way, damage caused by corrosion, abrasion, or severe temperatures, or Goods that have been subjected to improper maintenance, abuse, misuse, abnormal usage, the use of improper raw materials, or accident.
 

15.2 
The Customer warrants that it shall fully comply with all label directions for the handling, storage, possession or use of the Goods sold/Services provided hereunder and the Customer agrees that it shall indemnify and hold SKS harmless from all claims (including, without limitation, attorneys’ fees) of personal injury or property damage resulting from any negligence, recklessness or willful misconduct on the part of the Customer or from any failure of Customer to comply with the terms of this warranty.

16. RESERVATION OF OWNERSHIP

16.1 
SKS shall reserve ownership of Goods delivered/Services provided to the Customer, until receipt of all payments due in terms of this Agreement. Further, SKS reserves ownership of retained Goods until the Customer has paid any further payments due in terms of this Agreement of whatever nature.
 

16.2 
SKS may elect, without detracting from other remedies which may be available to it, to continue with the Agreement or to cancel it and cancel the sale of any further Goods and/or Services to the Customer and to rely on the provisions of this clause to repossess those Goods sold and delivered by SKS to the Customer or to claim specific performance of all the Customer’s obligations whether or not such obligations would otherwise have fallen due for performance, in either event, without prejudice to SKS’s rights to claim damages.

17. ASSIGNMENT

17.1 
The Customer is entitled to resell the Goods in the ordinary course of business. In exchange, it herewith assigns to SKS all claims against its customers or third parties to the amount of the Invoice total (including tax under Applicable Laws) which, to its benefit, accrue from the resale, irrespective of whether the delivered item was resold without any processing or after processing. SKS accept this assignment of the Customer to SKS.

18. INTELLECTUAL PROPERTY RIGHTS

18.1 
SKS shall retain the title to and Intellectual Property Rights in all offer documents/Quotations/Final Order/Invoice. These may not be made available to third parties without SKS’s express written consent.
 

18.2 
Processing or transformation of the Goods by the Customer is strictly prohibited. Notwithstanding the aforementioned and for purposes of this clause 17.2. In the event that the Goods are processed with other items not belonging to SKS, SKS shall acquire joint title to the new thing/product in the same proportion as the value of the delivered item bears to the other processed items at the time of the processing. In all other cases, the new thing/product having resulted from the processing shall be governed by the same provision as Goods sold by SKS. The reservation of title shall remain effective even if individual claims of SKS or all of SKS’s claims are included in a current account and a balance is struck or the balance is confirmed.

19. RETURN OF GOODS

19.1 
A precondition of the warranty rights (claims based on defects) of the Customer in terms of the Agreement is that the Customer must inspect the Goods within 2 (two) days following their delivery to its premises. Alternatively, if the Goods require installation and/or commissioning, irrespective of whether such installation and/or commissioning was done by SKS, or the Customer, the Customer must inspect the Goods within 2 (two) days following the installation and/or commissioning.
 

19.2 
Following the Customer’s inspection of the Goods referred to in clause 18.1 above, the Customer must, within 7 (seven) from the date of inspection, notify SKS of any visible and/or hidden defects. This shall also apply to incorrect deliveries or items in insufficient quantities being delivered to the Customer by SKS.
 

19.3 
If the Customer notifies SKS in terms of clause 18.2 above, the Customer shall arrange for a fact finding immediately following such notification. The results shall be forwarded to SKS directly in writing.
 

19.4 
In the event that SKS receives notification in terms of clause 18.2 above and it is satisfied that the Goods are defective or do not conform to Contract Specifications, then SKS will, at its sole election, replace such quantity of Goods with an equal quantity of Goods or refund the applicable portion of the Contract Price to the Customer against return of the defective portion of the Goods.

20. LIMITATION OF LIABILITY

20.1 
In no event shall SKS including any of its Group Company, its directors, officers, employees or agents be liable for any incidental, consequential, indirect or special damages, including punitive damages or attorneys’ fees, whether foreseeable or unforeseeable. Based on claims of the Customer or its clients (including, but not limited to, claims for loss of business, goodwill, profits, loss of money or use of Goods and/or Services or impairment of other assets), arising out of breach of any express or implied warranty, breach of contract, misrepresentation, delay in delivery by a carrier, negligence, in delict or otherwise in connection with or arising out of the Agreement, except in the case of personal injury or property damage where and only to the extent that applicable law requires such liability. To the extent the Customer incorporates or causes others to incorporate the Goods in its own Goods or the Goods of any third party, SKS shall not be liable for third party claims for infringement of Intellectual Property Rights resulting from such incorporation and based upon the use of the Goods or the manufacture, use, sale or offer for sale of any Goods containing such Goods, except as such liability for third party claims for infringement is expressly required by applicable law and not waivable by the Customer the Customer assumes responsibility for all personal injury and property damage resulting from handling, possession, use, resale or disposal of the Goods.

21. TERMINATION OF THE AGREEMENT

21.1 
Grounds of Termination by the SKS:
 

21.2 
SKS may suspend or terminate the Agreement (or any affected portion thereof) immediately for cause if the Customer:
i. breaches any condition contained in these Terms & Conditions and failing to pay any amount due and payable on the due date, and having failed to rectify such breach or outstanding payment within 10 (ten) days of having been requested to do so in writing by SKS ;
ii. suffering any civil judgment to be taken or entered against it, causing a notice of surrender of its estate to be published in terms of the Insolvency and Bankruptcy Code 2016 (as amended from time to time);
iii. being dissolved, bankrupt or ceases to exist; and/or
iv. has an order of provisional or final winding up, or business rescue, as the case may be, entered against its estate then,
 

21.3 
In the events as mentioned under Clause 20.2.1, SKS shall, without retracting from other remedies which may be available to it, be entitled to cancel this Agreement and cancel the sale of any Goods and/or rendering Services to the Customer and to rely on the provisions of this clause to repossess those Goods sold and delivered by SKS to the Customer or to claim specific performance of all the Customer’s obligations whether or not such obligations would otherwise have fallen due for performance, in either event, without prejudice to  SKS’s rights to claim damages.
 

21.4 
If SKS terminates this Agreement, the Customer shall pay to SKA, all the pending Payment due on account of Goods and Services already sold to it by SKS.
 

21.5 
Grounds of Termination by the Customer:

22. FORCE MAJEURE

22.1 
Should SKS be prevented from the performance of any of its obligations as a result of Force Majeure, or any cause whatsoever beyond the reasonable control of SKS, SKS shall be entitled at its option to cancel the Agreement or to suspend performance of its obligations there under and shall not be liable whatsoever for any loss or damage consequential or otherwise resulting from such inability to perform its obligations, cancellation or suspension of Agreement/Final Order.

23. DEFENCE OF PRESCRIPTION

23.1 
In the event that SKS fails to institute legal proceedings to recover a debt or amount owing to SKS by a Customer, within 3 (three) years limitation period for recovery of dues to apply to applications under section 7 of the Insolvency and Bankruptcy code, 2016 the Customer upon his signature of this Agreement hereby agrees not to raise the defence of prescription against SKS .

24. REMEDIES FOR REPLACEMENT OF GOODS/SERVICES

24.1 
The Customer’s exclusive remedy for shortage of the Goods, damaged or defective Goods and/or Services (whether or not occurring as a result of SKS ’s alleged negligence) or any other cause of action arising out of the Agreement, including breach of warranty, is expressly limited to replacement of non-conforming Goods and/or Services or payment of an amount not to exceed the Contract Price of the Goods and/or Services for which damages are claimed, at SKS ’s option. The Customer shall have no right to setoff, to withhold payment or to make a reduction in Contract Price. The Customer’s remedy of replacement or refund is available only if non-conformance was not caused by the Customer or by accident, fire or other hazards.

25. INDEMNITY

25.1 
The Customer agrees to indemnify, hold harmless and defend SKS and its directors, officers, employee’s and agents, and the directors, officers, employees and agents of any Group Company from and against any and all claims, suits, losses, damages, costs, fees and expenses arising out of the death or injury to person or damage to property resulting from the sale, marketing or use of the Goods and/or Services by the Customer.

26. INSURANCE

26.1 
SKS shall obtain coverage as required by Applicable Law and such other insurance coverage as SKS deems necessary, in its sole discretion, to fulfil its obligations under this Agreement.

27. LEGAL ACTION

27.1 
In the event of SKS instructs its attorneys in regard to any breach of any term of these Terms & Conditions by the Customer, then the Customer shall pay all the costs on the scale between attorney and client, including any costs incidental to such action instituted against the Customer.

28. CERTIFICATE OF INDEBTEDNESS

28.1 
A certificate under the hand of the Managing Director  of SKS as to the existence and the amount of the Customer’s indebtedness to SKS , as well as the amount of interest accrued thereon, and as to any other fact, matter or thing relating to the Customer’s indebtedness to SKS , shall be accepted as sufficient (prima facie) proof of the contents and correctness thereof and of the amount of the Customer’s indebtedness for the purpose of provisional sentence or summary judgement or any other proceedings against the Customer in any competent court and shall be valid and constitute a liquid document for such purposes. Furthermore, it shall not be necessary to prove the appointment of the person signing such a certificate and it shall be deemed to be sufficient particularly for the purpose of any action or any other proceeding instituted by SKS against the Customer.

29. JURISDICTION

The Parties do hereby consent that the jurisdiction court shall be in Pune. To determine any action or proceedings which may arise under or in connection with this Agreement.

30. SEVERABILITY

30.1
If any of the provisions of this Agreement are held to be invalid, the validity of the remainder of this Agreement shall not be affected and the rights and obligations of the Parties shall be construed and enforced as if this Agreement did not contain the invalid term and to this end the provisions of this Agreement and the application thereof are hereby declared to be severable.

31. NOTICE AND DOMICILIA

31.1
Any and all notices, demands, requests and other communications required or permitted to be given to the Parties in terms of this Agreement shall be written in English and shall be delivered by courier and properly addressed as follows and such notice given by courier or facsimile to be simultaneously given by email as well, or by hand against written acknowledgement of receipt, during ordinary business hours or posted by pre-paid registered post or served via any other acceptable means of service to the addresses mentioned hereunder, which addresses the parties choose as their domicile of a company for all purposes arising out of this Agreement:

32. NO VARIATION/WAIVER

32.1 
This Agreement constitutes the entire agreement between the PARTIES and no representation by either of the Parties or their agents, whether made prior or subsequent to the signing of this Agreement, shall be binding on the parties unless done in writing and signed by both Parties hereto.
 

32.2
No variation, alteration or consensual cancellation of this Agreement, or any of the terms thereof, shall be of any force or effect, unless done in writing and signed by the Parties hereto.
 

32.3 
No waiver or abandonment by either Party of any of its rights in terms of this Agreement shall be binding on that Party, unless such waiver or abandonment is in writing and signed by the waiving Party.

33. PERSONAL DATA PROTECTION

33.1 
“Personal Data” is any information relating to an identified or identifiable natural person (“Data Subject”).  The Customer and SKS each agree that any Personal Data obtained from the other Party will be deemed “Confidential Information” of the other Party as defined in these Terms & Conditions whether or not the Personal Data is publicly available.  The Customer and SKS shall provide security for the Personal Data they receive from each other and limit its disclosure and use. The Customer and SKS each represent that in providing Personal Data to one another they will comply with all Applicable Laws, including but not limited to providing notices to or obtaining consents from the Data Subjects when required.

34. MISCELLANEOUS CLAUSES

34.1 
These Terms & Conditions, as re-issued or revised by SKS from time to time, apply to all Purchase Orders placed with SKS and such Purchase Orders are subject to acceptance by SKS and shall be deemed to be made subject to these Terms & Conditions.
 

34.2 
Modification: No qualification or condition contained in any Purchase Order, Final Order confirmation or otherwise, shall form part of any Agreement or override these Terms & Conditions, unless expressly agreed to in writing by the Managing Director of SKS. Except, the Managing Director of SKS, no employee or agent of SKS shall have the authority or the ability to change these Terms & Conditions in any manner whatsoever.
 

34.3 
Sub-Contracting: SKS may assign or novate its rights and obligations under the Agreement, in whole or in part, to any of its Group Company or may assign any of its accounts receivable under this Agreement to any party without Customer’s consent. Customer agrees to execute any documents that may be necessary to complete SKS’s assignment or novation. SKS may subcontract portions of the work, so long as SKS remains responsible for it. The delegation or assignment by Customer of any or all of its rights or obligations under the Agreement without SKS’s prior written consent (which consent shall not be unreasonably withheld) shall be void.

The information, pictures, colors, and specifications contained within SKS Welding Systems Private Limited (SKS Welding) website are presented as a general guide to the products offered by SKS Welding and do not constitute any form of advice. Although every effort has been made to ensure that such information is correct and up to date, no warranty is provided that all such information is reliable, complete, accurate or without error. In some cases, pictures of overseas products may be shown as a guide. Therefore, SKS Welding does not accept liability for damages of any kind resulting from the access or use of this site and its contents.