Terms and Conditions - Sales

1. GENERAL CONDITIONS

1.1 These Terms and Conditions (hereinafter referred to as “Terms”) govern all transactions between Seva Switchgear Pvt. Ltd., a Company incorporated under the Companies Act, 1956 having its corporate office at #97, Magadi Road, Bangalore - 560023, India (hereinafter the “SevaSPL”) and the Customer (defined below), as identified in the relevant purchase order, proposal, or correspondence exchanged between the Parties. These Terms, together with the applicable purchase order, specifications, instructions, drawings, and any other attachments or exhibits expressly referenced therein, constitute the entire and exclusive agreement between SevaSPL and the Customer.

2. SCOPE

2.1 In the absence of any other signed Supplier contract or agreement, these Terms shall govern any and all orders for Products (defined below) and services supplied by SevaSPL, including but not limited to the manufacture, design, supply, installation, repair, maintenance of Products, and any ancillary services, irrespective of whether such acceptance is explicit or implied through conduct.
2.2 Unless otherwise agreed in a separate, duly executed Supplier agreement or any other duly signed document, these Terms shall prevail over and supersede any conflicting terms or conditions provided by the Customer in any purchase order, correspondence, or any other documents. The Customer’s acceptance of a order confirmation issued by SevaSPL through written or electronic mode or making advance payment to SevaSPL for initiation of performance of the order or upon receipt of Products or services shall constitute full acceptance of these Terms in their entirety.
2.3 Any amendments to the Purchase Order, including any terms thereof, requires written confirmation from both the Parties, including through electronic mode.
2.4 If the offer or order confirmation is based on information provided by the Customer (such as data, figures, illustrations, drawings, system requirements, or any other specifications), it shall be binding only if the information provided is accurate and complete. In the event it is discovered after commencing with the work that the order cannot be executed as per the Customer’s specifications due to inaccuracies or omissions in the provided information, we reserve the right to withdraw from the engagement. This right to withdraw shall apply unless the Customer agrees to adopt an alternative solution proposed by SevaSPL and accepts responsibility for any additional costs or time delays incurred. Furthermore, any such withdrawal shall not entitle the Customer to claim damages or compensation from SevaSPL.
2.5 SevaSPL shall be entitled to use subcontractors to fulfil contractual obligations.

3. DEFINITION

3.1 “Confidential Information” shall mean any and all information relating to SevaSPL, its affiliates and includes, but is not limited to, any information that, at the time of disclosure, is designated as confidential (or bears a similar designation), is disclosed under circumstances that would reasonably be understood to impose an obligation of confidentiality, or is not generally known to the public or to competitors of SevaSPL. Confidential Information shall specifically include, without limitation, all information of a business, technical, financial, or strategic nature, including trade secrets, inventions, ideas, research and development activities, methodologies, work-in-process, processes, formulas, techniques, standard operating procedures, and know-how; information about SevaSPL’s manufacturing processes, product designs, specifications, testing methods, raw materials, components, and assembly methods; computer software, databases, programming codes, algorithms, test data, and system architectures; customer list, marketing strategies, pricing policies, business plans, budgets, profit and loss information, sales forecasts, and operational data; proposals, contracts, and terms of business agreements; information related to product manufacturing, engineering data, and any proprietary techniques or technologies used by the SevaSPL to create or improve its products; and any other information that, if disclosed to a third party, could result in competitive disadvantage or harm to SevaSPL.
3.2 “Intellectual Property” shall mean all forms of intellectual property subsisting under the laws of India and all analogous rights subsisting under the laws of each and every jurisdiction throughout the world. Intellectual Property includes patents, trademarks, service marks, trade names, registered designs, copyrights, rights of privacy and publicity and other forms of intellectual or industrial property, know how, inventions, formulae, confidential or secret processes, trade secrets, related and neighboring rights and any other protected rights or assets and any licenses and permissions in connection therewith, in each and any part of the world and whether or not registered or registrable and for the full period thereof, and all extensions and renewals thereof, and all applications for registration in connection with the foregoing.
3.3 “Intellectual Property Rights” shall mean all rights arising out of and/or in connection with the Intellectual Property existing now or in the future, including the rights to secure registrations, renewals and extensions thereof.
3.4 “Products” means any and all equipment such as industrial joystick controllers, crane control stations, custom switchgear and control gear, rotary switches, cam operated switches, machined parts, tooling, plastic injected parts, pressed parts, motor protection and motor control devices manufactured and supplied/distributed in and outside India by SevaSPL.
3.5 “Purchase Order” or “PO” shall mean a written or electronic document issued by the Customer to SevaSPL, specifying the Products and/or services to be supplied, along with details such as quantities, descriptions, prices, delivery dates, delivery locations etc.
3.6 “Representative” means directors, employees, officer, agents, associates, professional advisors and sub-contractors of a party.
3.7 “Customer” shall mean any legal person or legal entity that places an order, purchases, or otherwise engages in a transaction with SevaSPL for manufacturing and supplying/distributing Products or securing services, or both. The term includes any agents, representatives, or affiliates acting on behalf of such individual or entity in connection with the transaction.

4. PRICE, PAYMENT TERMS AND INVOICES

4.1 The price of the Products or services (the “Price”) shall be as stated in the Purchase Order. The Price is inclusive of all applicable taxes, including but not limited to GST, VAT (if applicable) and other taxes as well as freight, transportation, and delivery charges, unless otherwise explicitly agreed in writing.
4.2 The standard payment terms are [_30] days from the date of receipt of a valid invoice by the Customer from SevaSPL, unless otherwise specified by email. If any advance payment is required to be made by the Customer for manufacturing or designing certain Products then the same would be specified by SevaSPL in their order confirmation / order acknowledgement or by email / in writing before commencing production / design work.
4.3 All invoices submitted by SevaSPL shall include the Purchase Order Number, a detailed description of the Products or services supplied, the Price and applicable taxes, and the complete address where the Products need to be delievered as mentioned on the Purchase Order.
4.4 If the Customer defaults in making payment by the due date, then the Customer shall compensate SevaSPL for all damages caused by such default, including any legal and administrative costs incurred, and SevaSPL shall be entitled to charge interest on the overdue amount at a rate determined by SevaSPL in compliance with applicable laws, starting from the due date until full payment is received.
4.5 SevaSPL reserves the right to suspend or terminate further deliveries of Products or services if the Customer defaults on payment. SevaSPL may also modify payment terms or require advance payment for future orders if payment defaults persist.
4.6 Any modifications to the standard payment terms must be expressly agreed upon in writing / email by SevaSPL.

5. DELIVERY TERMS

5.1 SevaSPL shall deliver the Products in the quantities and as per the specifications, if any, as outlined in the Purchase Order. SevaSPL shall endeavour to deliver the Products on the date(s) and to the address specified in the Purchase Order (the “Delivery Date”) during working days. If no Delivery Date is specified, SevaSPL shall deliver the Products within a reasonable timeframe after receipt of the Purchase Order. Partial deliveries shall be permissible, provided both parties mutually agree.
5.2 All Delivery Date(s) or performance periods provided by SevaSPL are estimates and are non-binding unless expressly agreed otherwise in writing. Compliance with agreed Delivery Date(s) is subject to the Customer fulfilling its obligations in a timely and proper manner, including providing necessary documentation, approvals, and any agreed advance payments.
5.3 SevaSPL shall not be liable for delays caused by circumstances beyond its reasonable control, including but not limited to force majeure events, disruptions in supply chains, or delays caused by third-party vendors or service providers. In such cases, the delivery deadlines shall be extended by the duration of the delay plus a reasonable period to resume normal operations. SevaSPL shall inform the Customer if there are any delays in delivering the Products or rendering the services.
5.4 The Customer shall inspect the Products promptly upon delivery. Any claims relating to damage or non-conformance must be made in writing within [15 days ] from the date of delivery. If the Customer does not notify SevaSPL of any issues within this period, the Products shall be deemed accepted. SevaSPL shall not be obligated to replace or repair Products after this period has lapsed unless explicitly agreed.
5.5 In the event the Products are proven to be defective or non-compliant with the agreed specifications, SevaSPL’s sole obligation shall be to either, (a) replace or repair the defective Products within a reasonable timeframe, at its discretion; or (b) issue a credit note for the non-conforming Products.
5.6 If the Customer is unable to take delivery on the agreed Delivery Date, SevaSPL may store the Products at the Customer’s cost and risk. In such cases, delivery shall be deemed completed, and any payments due shall become payable.
5.7 SevaSPL shall notify the Customer of any anticipated delays as soon as reasonably practicable. However, such notification shall not constitute a waiver of SevaSPL’s rights or create any additional liabilities.

6. INDEMNIFICATION

6.1 The Customer shall indemnify, defend, and hold harmless SevaSPL, its affiliates, officers, directors, employees, agents, and representatives (collectively, the “Indemnified Parties”) from and against any and all actual and direct damages, claims, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and legal expenses) arising out of or resulting from:
6.1.1 Any breach by the Customer of its obligations, representations, warranties, or covenants under these Terms or any Purchase Order;
6.1.2 Any misuse, improper handling, or alteration of the Products by the Customer or its agents, contractors, or end-users;
6.1.3 The Customer’s failure to comply with applicable laws, regulations, or industry standards in connection with the storage, handling, or use of the Products;
6.1.4 Claims made by third parties, including the Customer's end-users or contractors, related to the distribution or supplying of the Products by SevaSPL.

7. LIABILITY

7.1 The total liability of SevaSPL, including its affiliates, officers, directors, employees, and agents, arising out of or in connection with the performance of its obligations under these Terms, any Purchase Order, or the supply of Products, whether based on contract, tort (including negligence), or strict liability, shall not exceed the total amount paid by the Customer to the SevaSPL for the specific Products that gave rise to the claim. SevaSPL shall not be held liable for any indirect, incidental, consequential, punitive, or special damages, including but not limited to delay in delivery, loss of profits, loss of business, loss of goodwill, loss of data, or penalties imposed on the Customer, even if the SevaSPL has been advised of the possibility of such damages.
7.2 SevaSPL shall not be liable for any defects, damage, or loss arising from:
7.2.1 Misuse, improper storage, or handling of the Products by the Customer or any third party;
7.2.2 Alterations or modifications to the Products not authorized in writing by the SevaSPL; or
7.2.3 Use of the Products in a manner inconsistent with their intended purpose or specifications.

8. INTELLECTUAL PROPERTY

8.1 Depending on the nature of engagement between SevaSPL and the Customer, the ownership of Intellectual Property Rights is determined as follows:
8.1.1 Wherein the Customer provides the complete specifications/drawings and SevaSPL manufactures the Products solely on the basis of those specifications and supplies those products to its Customer, the Intellectual Property in the specifications/drawings remains with the Customer. However, unless a specific service contract/agreement duly executed and signed between SevaSPL and the Customer explicitly restricts it, SevaSPL reserves the right to manufacture and supply such Products to other third-parties as well. This clause supersedes any conflicting terms or conditions included in any other document, PO or any terms published on a website except the terms of a duly signed service contract/agreement.
8.1.2 Where the Customer provides some specifications/drawings, and SevaSPL invests time in modifying or improving the specifications/drawings to enhance the design or functionality of the Product, then the Intellectual Property Rights in the original specifications/ drawings provided by the Customer shall vest with the Customer and the Intellectual Property Rights in the modifications or improvements made by SevaSPL vest in SevaSPL and SevaSPL grants the Customer a non-exclusive, royalty-free, perpetual right to use the modifications and improvements. Furthermore, unless a specific service contract/agreement, duly executed and signed between SevaSPL and the Customer, explicitly restricts it, SevaSPL has the right to manufacture and supply such improved or modified Products for the Customer and for other third-parties. This clause supersedes any conflicting terms or conditions included in any other document except the terms of a duly signed service contract/agreement.
8.1.3 Wherein the Customer provides only a brief idea, and SevaSPL solely designs and manufactures the Product, the Intellectual Property in the design, development, and final product, including all underlying work, belongs solely to SevaSPL. SevaSPL retains unrestricted rights to manufacture, use, and supply such Products to the Customer and any other third parties.
8.2 Except as expressly stated in a specific service contract/agreement duly signed and executed by SevaSPL, no exclusivity in relation to manufacture and supplying of Products shall be implied, transferred, or assigned to the Customer .

9. CONFIDENTIAL INFORMATION

9.1 The Customer acknowledges that it will have access to Confidential Information of SevaSPL that is not generally known to the public in the course of fulfilling their obligations as per these Terms and that such information is confidential and/or proprietary information of SevaSPL.
9.2 The Customer acknowledges that all Confidential Information is proprietary to SevaSPL and agrees to use it solely for the purposes explicitly agreed upon in writing.
9.3 The Customer shall not, except as required by law or court order, use the Confidential Information for any purpose whatsoever other than as permitted under these Terms or disclose the Confidential Information to any third party. The Customer further agrees not to reverse engineer, disassemble, or otherwise attempt to derive any underlying concepts, processes, or methods of any Products or services provided by SevaSPL. The Customer may disclose the Confidential Information only to those of its Representatives who need to know such information. In addition, prior to disclosure of such Confidential Information to any Representatives such Representatives shall be made aware of the confidential nature of the Confidential Information being disclosed and shall execute, or shall already be bound by, a non-disclosure agreement containing terms and conditions consistent with these standard Terms. In any event, the Customer shall be responsible for any breach of the terms and conditions of these Terms by any of its Representatives. The Customer shall use the same degree of care to avoid disclosure of the Confidential Information as it employs with respect to its own confidential information of like importance, but not less than a reasonable degree of care.
9.4 The Customer shall not at any time, during the engagement with SevaSPL or after the termination of the engagement, except by the direction or with the express approval of SevaSPL divulge either directly or indirectly to any person or company, knowledge or information which it may have acquired during the course of or incidental to the engagement concerning the affairs or property of SevaSPL or any businesses, trade secrets, confidential documents, transactions or policies in which the Customer may be or may have been concerned or interested.
9.5 The non-disclosure provisions as envisaged above will not be applicable to information which the Customer can document:
9.5.1 is in or comes into the public domain without breach of this Agreement by the Customer;
9.5.2 was in the possession of the Customer prior to receipt from SevaSPL;
9.5.3 is acquired by the Customer from a third party not under an obligation of confidentiality or non-use to the SevaSPL;
9.5.4 is independently developed by the Customer without use of any Confidential Information of SevaSPL;
9.5.5 is required by law, judicial court, recognized stock exchange, government department or agency or other regulatory authority, provided that sufficient notice is given of any such requirement, by the Customer to SevaSPL, in order that SevaSPL may seek for an appropriate protective order or exemption from such requirement, prior to any disclosure being made by the Customer and/or its Representatives.
9.6 The Customer acknowledges that its breach of the provision related to Confidentiality will cause irreparable damage to SevaSPL and hereby agrees that SevaSPL shall be entitled to seek injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent jurisdiction.
9.7 The Customer agrees to return to the SevaSPL, within thirty (30) days upon receipt of a written request from the SevaSPL, all manuals, material or other Confidential Information in its possession, if any, provided to the Customer.
9.8 The obligations of confidentiality shall survive the termination or expiry of the engagement between the Customer and SevaSPL.

10. REPRESENTATIONS AND WARRANTIES

10.1 In addition to SevaSPL’s standard manufacturer or product warranties, SevaSPL represents to the Customer that (a) it has full right and authority to perform all obligations under this Purchase Order, and warrants that all Products (b) are free from any defects in workmanship, material and design; (c) conform to applicable specifications, drawings, designs, samples and other requirements specified by Customer (if any); (d) are fit for their intended purpose and operate as intended; (e) are merchantable; (f) comply with all applicable national laws, rules and regulations; and (g) are free and clear of all liens, security interests or other encumbrances.
10.2 The Customer represents and warrants to SevaSPL that (a) the Customer has full right, authority, and capacity to enter into these Terms and to fulfill all obligations hereunder; (b) all specifications, drawings, designs, and other requirements provided by the Customer (if any) for the manufacture or supply of Products are accurate, complete, and free from defects; and (c) the Customer shall ensure that all Products supplied by SevaSPL, when used, resold, or distributed by the Customer, comply with all applicable national and international laws, rules, and regulations, and the Customer shall bear sole responsibility for ensuring such compliance.

11. NON-SOLICITATION

11.1 The Customer agrees and acknowledges that during the term of the business relationship and for a period of twenty four (24) months thereafter, it shall not, directly or indirectly, solicit, induce, or attempt to solicit or induce any employee, consultant, or contractor of SevaSPL to terminate their relationship with SevaSPL or engage with the Customer, including its subsidiaries,affiliates, or group companies, or any third party in a manner that conflicts with their relationship with SevaSPL.
11.2 During the term of this business relationship and for a period of twenty four (24) months thereafter, the Customer shall not, without the prior written consent of SevaSPL:
11.2.1 Solicit or attempt to solicit any existing or potential customer of SevaSPL with whom SevaSPL has a business relationship for the purpose of providing Products or services similar to those supplied by SevaSPL.
11.2.2 Solicit or attempt to solicit any vendor or supplier of SevaSPL to discontinue or alter their business relationship with SevaSPL.
11.3 Any breach of this non-solicitaiton provision shall entitle SevaSPL to seek injunctive relief, specific performance, or other equitable remedies in addition to any other rights or remedies available under applicable law, including claims for damages arising from the breach.

12. RELATIONSHIP OF THE PARTIES

12.1 The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

13. FORCE MAJEURE

13.1 No Party shall be liable for any default or delay in the performance of its obligations under these Terms, if and to the extent such default or delay is caused, directly or indirectly, by fire, flood, earthquake, elements of nature or acts of God, wars, rebellions, riots, acts of the government, lockdown, epidemic, pandemic, civil disorders (events of force majeure), acts of terrorism or any other similar cause beyond the reasonable control of such party except to the extent that the nonperforming party is at fault in failing to prevent or mitigate, or in causing such default or delay, and provided; however, that such default or delay cannot reasonable be circumvented by the nonperforming party through the use of alternate sources, work around plans or other means.
13.2 The party affected by a Force Majeure event shall give notice of the Force Majeure event to the other party as soon as possible.
13.3 The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruptions. When such events have abated, the parties’ respective obligations hereunder shall resume.

14. TERMINATION

14.1 Termination with Notice:
14.1.1 Either party reserves the right to terminate the engagement under these Terms, by providing written notice to the other party at least sixty (60) days prior to the intended date of termination.The notice period may differ if the parties have entered into a separate signed supplier contract/agreement.
14.2 Immediate Termination: SevaSPL may immediately terminate this Agreement without prior notice in the event of:
14.2.1 The Customer becoming or being declared bankrupt, insolvent, or subject to similar insolvency proceedings.
14.2.2 The Customer ceasing or suspending its business operations or activities. 14.2.3 Any change in applicable laws, regulations, or directives that renders the performance of this Agreement impracticable or illegal.
14.2.4 The continuation of a Force Majeure event affecting SevaSPL for a period exceeding thirty (30) days. 14.3 Effects of Termination Upon termination:
14.3.1 SevaSPL shall have no further obligations to fulfill any pending orders or commitments under any purchase order that has been issued pursuant to the termination of the business relationship with the Customer.
14.3.2 The Customer shall promptly pay all outstanding invoices, including costs incurred up to the date of termination and accept deliveries for components for which raw material and parts have been procured prior to termination. In the event that the Products are not needed by Customer then Customer shall pay costs of acquisition of all raw material and parts, shelving costs, admin costs as determined by SevaSPL.

15. GOVERNING LAW

15.1 This Agreement shall be governed by and construed in accordance with the laws of India and shall be subject to the exclusive jurisdiction of the Courts at Bengaluru, India.

16. ARBITRATION

16.1 Incase any dispute or difference arises between the parties with regard to the interpretation or working of this Agreement, or the rights, liabilities or duties arising out of it, then the matter shall be resolved amicably through negotiations.
16.2 If differences are not resolved within 15 days by negotiations then it shall be referred to Arbitration under the provisions of Indian Arbitration and Conciliation Act, 1996 along with its amendment from time to time. Parties shall mutually appoint a sole arbitrator within 15 days of referring the matter to arbitration. The sole arbitrator shall conduct the arbitration proceedings. If the Parties fail to appoint a sole arbitrator within the above-mentioned period then the party bringing the claim shall approach the Court of competent jurisdiction to appoint a sole arbitrator in compliance with the provisions of Indian Arbitration and Conciliation Act, 1996.
16.3 The seat and venue of such arbitration shall be Bengaluru, India. The governing law of the Terms shall be substantitve law of India. All proceedings of such arbitration, including, without limitation, any awards, shall be in the English language. 16.4 The award shall be final and binding on the Parties. 16.5 The Parties shall have the right to apply to a court of competent jurisdiction to obtain interim injunctive relief in respect of any dispute, pending resolution of such dispute in accordance with these Terms.

Seva Switchgear Pvt Ltd,