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Terms & Conditions

1. GENERAL :

These General Terms and Conditions of Contract issued by Balaji StockMart Infratech Pvt. Ltd. (herein after referred to “The StockMart”) are mandatory and binding on the Vendor / Manufacturer / Supplier (herein after referred to “Vendor”). These General Terms and Conditions of Contract shall supersede any terms and/or conditions offered by the Vendor along with their offer / proposal. The terms and conditions mentioned on the Letter of Intent (LOD / Purchase Order (PO) shall supersede these General Terms and Conditions of Contract.

2. ORDER ACKNOWLEDGEMENT AND CONFIRMTION :

Vendor/Supplier to acknowledge the receipt of the LOIs / POs and send the confirmation within 1 day of receipt of the LOIs / POs failing which the LOIs / POs shall
be voidable at the option of The StockMart.

3. GOODS AND SERVICES TAX AND OTHER TAXES :

GST shall be paid at actual, against documentary evidence. The StockMart may withhold from all amounts payable to the Vendor all applicable withholding taxes and to remit those taxes to the applicable governmental authorities as required by law. The Vendor or third-party assignee shall be liable for all tax payments as required under applicable law and for statutory filings and compliances. In the event of the Vendor’s failure to make tax payments resulting in The StockMart’s inability to claim tax credit, the Vendor shall be liable to indemnify The StockMart and pay such amounts, penalties, interests and/or any other sums accruing to The StockMart due to such non-compliance and make equivalent payments to The StockMart. Any default by the Vendor or a third-party assignee shall be deemed as a default of the Vendor and may result in the cancellation of the LOI / PO and all advance payment received without any deduction shall be refunded by the Vendor.

4. VENDOR’S OBLIGATION:

The Vendor represents and warrants that it shall: (i) ensure that the products / goods/ items are strictly in line with the drawings / specifications and any other requirements specified by The StockMart in the LOI / PO and /or QAP; (ii) ensure that the instructions issued by The StockMart in respect of quality and quantity of the products/ items are adhered to; (iii) ensure that the products/ items are supplied/ delivered in an effective manner and without any hindrance to The StockMart, its end buyers or to other venders appointed by The StockMart; (iv) ensure that it adheres to the time-frames as prescribed by The StockMart and as mentioned in the LOIs / POs for the delivery/ supply of the products/ items; (v) ensure that in case of the raw material, the inventory levels of raw materials and semi-finished goods required to manufacture the required products/ goods/ items, as per the LOI / PO, shall be carefully planned and managed by Vendor in accordance with the LOI / PO; and (v) inform The StockMart in writing of any change in the nature of its business or constitution. 

4. VENDOR’S OBLIGATION:

The Vendor represents and warrants that it shall: (i) ensure that the products / goods/ items are strictly in line with the drawings / specifications and any other requirements specified by The StockMart in the LOI / PO and /or QAP; (ii) ensure that the instructions issued by The StockMart in respect of quality and quantity of the products/ items are adhered to; (iii) ensure that the products/ items are supplied/ delivered in an effective manner and without any hindrance to The StockMart, its end buyers or to other venders appointed by The StockMart; (iv) ensure that it adheres to the time-frames as prescribed by The StockMart and as mentioned in the LOIs / POs for the delivery/ supply of the products/ items; (v) ensure that in case of the raw material, the inventory levels of raw materials and semi-finished goods required to manufacture the required products/ goods/ items, as per the LOI / PO, shall be carefully planned and managed by Vendor in accordance with the LOI / PO; and (v) inform The StockMart in writing of any change in the nature of its business or constitution. 

5. CONSIDERATION - TERMS OF PAYMENT:

  • In consideration for the works being undertaken by the Vendor or the products / goods / items being manufactured / supplied by the Vendor pursuant to an LOI / PO issued by The StockMart upon the Vender, The StockMart agrees to pay such amounts as mentioned in the LOIs / POs within the agreed credit period as mentioned in the respective LOI / PO subject to adjustments on account of Advance, interest, or other deductions. The StockMart shall have the right to withhold payment of any invoiced amounts that are disputed in good faith until the parties reach an agreement with respect to such disputed amounts.
  • The price mentioned in the LOI / PO is final and binding. Price increases or changes not expressly set out in the LOI / PO shall not be effective unless agreed to in advance in writing by The StockMart.
  • The Vendor shall submit its invoice in duplicate, quoting thereon the LOI / PO number with The StockMart within 15 days from the date of delivery. The StockMart shall be entitled to reject the Vender’s invoice if it fails to include The StockMart’s LOI/ PO number or is otherwise inaccurate and resulting delay in payment shall be Vender’s responsibility.
  • Vender warrants that it is authorized to receive payments in the currency stated in the LOI / PO. No extra charge of any kind shall be allowed unless specifically agreed in writing by The StockMart.
  • The StockMart shall deduct TDS (if required) when releasing payments to the Vendor. In such an event The StockMart shall provide the Vendor with certificates covering TDS deducted by it.
  • The StockMart shall be entitled to set off any and all amounts (including liquidated damages and/or penalty) owing from the Vender or a Vender Affiliate under an LOI / PO issued by The StockMart upon the Vender .’ Affiliate’ shall for the purposes of the LOI / PO issued by The StockMart upon the Vender, mean, with respect to either party, any entity including without limitation, any individual, corporation, company, partnership, limited liability company or group, that directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such party.
  • The Vender warrants that the pricing for any goods/ items / services shall not exceed the pricing for the same or comparable goods/ items / services offered by Vender to third parties. The Vender shall promptly inform The StockMart of any lower pricing levels for the same or comparable goods / items / services and the parties shall promptly make the appropriate adjustment.
  • Unless otherwise mentioned in LOI / PO, payment is due 90 days from the receipt of the Vendor’s Invoice covering the products/ goods/ items supplied subject to and only after it received payment from the prospective/ end buyer of the said products/ items.
  • The Vendor shall not be entitled to any interest on delayed payments from The StockMart

6. ADVANCE:

Advance, if any paid by The StockMart in accordance with the LOI / PO shall be adjusted against invoice raised by the Vendor for payment for goods/ items / services. Advance may be paid directly to the Vendor or to any third-party assignees identified and appointed by the Vendor. Notwithstanding anything contained herein, Vendor acknowledges that all Advances paid to third party assignees of Vendor shall be deemed payments made to the Vendor under the LOI / PO and the Vendor shall be liable for supply of goods/ items / services or return of Advance received by it or by third party assignees instructed by it. Interest on Advance, unless waived shall be payable by the Vendor in accordance with terms of the LOI / PO and shall be stated in the LOI / PO. The Advance shall be utilised solely in connection with the LOI / PO and cannot be adjusted, set off or utilised in any manner other than in connection with the particular LOI / PO unless expressly agreed by The StockMart.

7. MANUFACTURING SCHEDULE:

The Vendor shall provide The StockMart with a manufacturing schedule to match the delivery schedule within 7 days from the date of the PO. In case the Vendor fails to abide by the agreed manufacturing schedule at any stage, The StockMart has the right to cancel the entire / part LOI / PO, without liability and get the work done by a suitable alternate Vendor of The StockMart’s choice.

8. FREIGHT AND INSURANCE:

Unless otherwise mentioned in the LOIs and/or POs, Freight and Insurance shall be to the account of the Vendor.

9. PACKAGING AND FORWARDING CHARGES:

Unless otherwise mentioned in the LOIs and/or POs, packaging and forwarding (P&F) charges shall be to the account of the Vendor. The Vendor shall ensure proper packaging and forwarding so as to avoid any damages to the products/ goods/ items in transit and upon delivery.

10. DELIVERY AND PASSAGE OF TITLE:

Time is the essence of the Contract under the LOI / PO issued by The StockMart upon the Vendor. If the Vender fails to deliver the goods / services as scheduled, The StockMart may assess such amounts as may be set under the LOI / PO as liquidated damages for the agreed delayed period. The parties agree that such amounts, if assessed, are a reasonable pre-estimate of the damages The StockMart will suffer as a result of delay based on circumstances existing at the time of LOI / PO and are to be assessed as liquidated damages and not as penalty. At any time prior to the date agreed in the Delivery Schedule, The StockMart may, upon notice to the Vendor, cancel or change an LOI / PO, or any portion thereof, for any reason, including, without limitation, for the convenience of The StockMart or due to failure of the Vendor to comply with LOI/PO or these terms. Unless expressly stated to the contrary, The StockMart’s remedies are cumulative and The StockMart shall be entitled to pursue any and all remedies available at law or equity. Further to the foregoing, the Vender shall not make any material commitments or production arrangements in excess of the amount or in advance of the time necessary to The StockMart’s delivery schedule. Should the Vender enter into such commitments or engage in such production, any resulting exposure shall solely be to the Vender’s account. The delivery of the goods/items shall be made at the delivery location mentioned in the LOI and/or PO. Notwithstanding the same, the risk in the goods/ items shall remain with the Vender until the same are received by The StockMart / end buyer at the place of delivery mentioned in the LOI and/or PO.

11. THE STOCKMART’S PROPERTY:

Unless otherwise, agreed in writing, all tangible and intangible property, including but not limited to, information or data of any description, tools, materials, drawings, computer software, know-how, documents, trademarks, copyrights, equipment or material furnished to Vender by The StockMart or specifically paid for by The StockMart and any replacement thereof, or any materials affixed or attached thereto, shall be and remain The StockMart’s property. Such property and whenever practical, each individual item thereof, shall be plainly marked or otherwise adequately identified by the Vender as The StockMart’s property and shall be safely stored separate and apart from Vender’s property. The Vender shall use The StockMart’s property only to meet The StockMart’s LOI / PO, and shall not use, disclose it to others or reproduce it for any other purpose. Such property, while in the Vender’s custody or control, shall be at the Vender’s risk and shall be insured by the Vender at Vender’s expense in amount equal to the replacement cost with loss payable to The StockMart and shall be subject to removal at The StockMart’s request, in which event the Vender shall prepare such property for shipment and redeliver to The StockMart in the same condition as originally received by the Vender, reasonable wear and tear excepted, all the Vender’s cost. The Vender shall furnish all necessary technical information, innovations and modifications made on the goods/ items from time to time. The innovations & modifications if any shall be made for the goods / items already supplied. The Vender shall give all information, i.e. drawings, dimensions, materials, etc. for the goods/items supplied from the point of view of assembly, assembly and performance of the goods/ items.

12. CHANGES: The StockMart

The StockMart may make at any time changes within the general scope of the LOIs and/or POs in: (i) specifications where the goods to be furnished are to be specifically manufactured for The StockMart; (ii) method of shipments or packing; (iii) place and time of delivery; (iv) quality; (v) quantity; or (vi) scope or schedule of goods and/or services. If any changes cause an increase or decrease in the cost of, or the time required for the performance/production of any work/ goods/ items under the LOI / PO, an equitable adjustment shall be made in the said LOI / PO price or delivery schedule, or both in writing after mutual agreement. Any Vender’s claim for adjustment under this clause shall be waived unless asserted within thirty (30) days from the Vender’s receipt of the change or suspension notification, and may only include reasonable, direct cost that will necessarily be incurred as a direct result of the change.

13. INSPECTION AND ACCEPTANCE

  • In order to assess the Vendor’s work quality, conformance with The StockMart’s terms and conditions in accordance with the LOI /PO, QAP and these terms and conditions, all goods/ items and services related in any way to the goods and services (including without limitation raw materials, components, intermediate assemblies, work in progress, tools and end products) shall be subject to inspection and test by The StockMart and/or its end buyer and/or appointed inspection agency at all times and places, including sites where the goods and services are created or performed, whether they be at premises of Vendor, Vendor’s suppliers or elsewhere. Airfares, transport, lodgings and sundries to facilitate said inspection shall be to the Vendor’s account.
  • If specific The StockMart and/or end buyer’s tests or any third-party inspections are mentioned in the LOI and/or PO, the goods/items shall not be dispatched without submission of the reports of the said tests/ inspections with The StockMart unless The StockMart issues a waiver of such test/inspection in writing.
  • The StockMart’s failure to inspect, accept, reject or detect defects by inspection shall neither relive the Vendor from responsibility for such goods/ items/services that are not in accordance with the LOI and/or PO requirements nor impose liabilities on The StockMart.
  • The StockMart’s inspection of goods/items/services shall not absolve the Vendor of the responsibility to provide acceptable goods/ items/ services nor shall preclude subsequent rejection during the final inspection at end buyer’s location.
  • No inspection, test, approval (including design approval) or acceptance of goods/ items/ services shall relive the Vendor from responsibility for defects or other failures to meet requirements of the LOI/PO and/ or QAP. Rights granted to The StockMart in this clause are in addition to any other rights or remedies provided elsewhere in the LOI/PO or in law.
  • If any goods/ items/ services covered by the LOI/PO are defective or otherwise not conforming with the requirements of the LOI/PO and /or QAP, The StockMart may, at its option, by written notice to the Vendor;
    (a) rescind the LOI and/or PO as to such non-conforming goods/ items/ services;
    (b) accept such goods / items/ services at an equitable reduction in price;
    (c) reject such non-conforming goods/ items/ services and require the delivery of suitable replacements at Vendor’s cost. If the Vendor fails to deliver suitable replacements promptly, The StockMart may, at its discretion without notice appoint an alternate Vendor to rectify the deficiency and/or provide replacements and in which case, additional cost incurred by The StockMart (for rectifying the deficiency and/or procurement of replacements including any increase in price, transportation and storage costs of the defective products/ goods/ items as well as the replacement products/ goods/ items) and /or terminate the LOI/PO for default. The foregoing is without prejudice to any other right which may be available to The StockMart in law / under the LOI/PO and these General Terms and Conditions of Contract.

14. LIQUIDATED DAMAGES:

Liquidated Damages clause for delayed delivery shall be applicable. The Vendor shall complete the delivery of the total quantity of the goods/ items/ services as mentioned in the LOI and/or PO, meeting all the technical requirements and specification to the satisfaction of The StockMart and The StockMart’s customer i.e. the end buyer, on or before the agreed delivery date. In the event of failing to supply within the LOI and/or PO delivery date, the price payable in accordance with the LOI/PO will be reduced at the rate of 1% (one percent) of the total value of P.O per week up to a maximum of 10% (ten percent) of the total value of the PO. If the Vendor fails to supply the finished goods no later than 60 days from the Delivery Schedule, The StockMart shall be entitled to cancel the LOI/PO and in the event of such cancellation the Vendor shall be liable to pay (a) liquidated damages of 10% of the total value of the LOI / PO; (b) differential cost incurred in procuring Product / items from third parties; (c) Advances with interest, if any.

15. NATURE OF RELATIONSHIP:

The Vendor and The StockMart are contracting on a principal-to-principal basis and the Vendor shall not be considered to be an agent or employee of The StockMart.

16. LIMITATION OF LIABILITY:

Notwithstanding anything to the contrary, The StockMart shall not be liable to the Vendor for any direct, indirect, special, incidental, consequential, punitive or exemplary damages.

17. INDEMNITY:

The Vendor/ Supplier shall indemnify, defend & hold harmless The StockMart & The StockMart’s affiliated corporations & their officers, directors, employees & agents against & in respect to any & all claims, demands, losses, cost, deficiencies, including interest, penalties & legal costs arising as a result of or in connection with any breach, default or negligence of its representation, warranties, undertakings or other obligations by the Vendor/ Supplier or by its personnel. Such indemnification shall survive the expiration of termination of LOI / PO.

18. INTELLECTUAL PROPERTY INDEMNIFICATION:

The Vendor shall indemnify, defend and hold The StockMart harmless from all costs and expenses related to any suit, claim or proceeding brought against The StockMart or its customers based on a claim that any article or apparatus, or any part thereof constituting goods or services furnished under the LOI and/or PO, as well as any device or process necessarily resulting from the use thereof, constitutes an infringement of any patent, copyright, trademark, trade secret or other intellectual property right of any third party. The StockMart shall notify the Vendor promptly and give the Vendor authority, information and assistance (at Vendor’s expense) for the defence of the same. The Vendor shall pay all damages and costs awarded therein. If use of said article, apparatus, part, device or process is enjoined, the Vendor shall, at its own expense and its option, either procure for The StockMart and end buyer the right to continue using the said article or apparatus, part of device, or replace same with a non-infringing equivalent.

19. WARRANTY:

The products/items supplied by Vendor shall be covered under warranty against bad workmanship, under performance and poor quality of materials for a period of 24 months from the date of receipt of the Product or Services. In the event the products/ items do not meet the LOI / PO requirements, the Vendor shall rectify and replace at his cost. Vendor warrants to The StockMart that during the Product or Service Warranty Period, all Products or Services provided in accordance with the LOI /PO shall be: (I ) of merchantable quality; (ii) fit for the purposes intended; (iii) unless otherwise agreed to by The StockMart; (iv) free from defects in design, material and workmanship; (v) in strict compliance with the specifications under the LOI / PO and QAP; (v) free from any liens or encumbrances on title whatsoever; (vi) in conformance with any samples provided to The StockMart; and (vii) compliant with all applicable federal, provincial, and municipal laws, regulations, standards, and codes.

20. STATUTORY COMPLIANCES AND LIABILITIES:

The Vendor shall comply with all applicable laws and regulations whilst discharging its obligations hereunder. The Vendor shall obtain insurance cover for the products/
goods/ items and the for transportation of the same. Personnel deployed by the Vendor to render products/ goods/ items shall not be deemed to be employees of The StockMart. Such personnel shall be considered to be employees of the Vendor and the Vendor alone shall be responsible in all respects to such personnel. The Vendor acknowledges and agrees that, if any liabilities arise due to non-adherence by the Vendor of any Applicable Laws, the same shall be borne by Vendor alone and The StockMart shall in no way be responsible for any lapse in this regard.

21. ASSIGNMENT AND SUB-CONTRACTING:

Order/ contract cannot be assigned by the Vendor/ Supplier to any third-party Vendor/ Supplier without prior written consent of The StockMart.

22. CONFIDENTIALITY AND NON-COMPETE:

Whilst performing its obligations under LOI / PO, the Vendor may have access to or obtain “Company Information”. “Company Information” includes all information that the Vendor and / or its personnel receive from The StockMart relating to the facilities, products, capabilities, client details, vendor details, transaction details, financial information, needs, business structure, developments and plans of The StockMart, its affiliates and group companies. The Vendor shall not and shall not permit its personnel to disclose to any third party or to use for any purpose other than rendering the products/ goods/ items/ services, without The StockMart’s prior written permission (except as may be required by law or as necessary to render/ deliver the products/ goods/ items/ services). The Vendor shall hold all Company Information in trust for The StockMart’s sole use and benefit. The Vendor shall not directly or indirectly transact / deal with any of The StockMart’s customers/ contractors without specific prior written consent of The StockMart. The Vendor shall not disclose any information with regard to its transactions with The StockMart including specifications, quantity, quality, price of the goods/items / services to any and all third parties without prior written consent of The StockMart.

23. LIABILITY OF VENDOR:

The Vendor shall be liable for all losses resulting to The StockMart from noncompliance with the Delivery Schedule or breach of any terms of the LOI / PO or these General Terms and Conditions, including any loss of profits, to the maximum extent permissible under law. Notwithstanding anything, no limitation or exclusion of liability shall apply with respect to any claims based on this LOI/PO arising out of the Vendor’s wilful misconduct or gross negligence, or with respect to any claims for personal injury or property damage, or to Vendor’s indemnification obligations stated herein.

24. INSURANCE:

The StockMart shall not be responsible for procuring insurance for and on behalf of the Vendor or the products / items.

25. SUSPENSION:

The StockMart may at any time, by notice to the Vendor, suspend performance of the work for such time as it deems appropriate. Upon receiving notice of suspension, the Vendor shall promptly suspend work to the extent specified, properly caring for and protecting all work in progress and materials, supplies and equipment the Vendor has on hand for performance. The StockMart may at any time withdraw the suspension as to all or part of the suspended work by written notice specifying the effective date and scope of withdrawal. The Vendor shall resume diligent performance on the specified effective date of withdrawal.

26. TERMINATION:

  • The StockMart reserves the right to terminate the LOI /PO issued ipso jure, without liability by giving a written notice to the Vendor/ Supplier with immediate effect in the event of non-fulfilment of any terms and conditions mentioned in LOI / PO / QAP and / or these General Terms and Conditions of Contract.

  • Upon a notice for termination being served, the Vendor shall forthwith hand over all material and information developed by it exclusively for The StockMart, pursuant to the LOI / PO.
  • Upon termination, The StockMart may procure at the Vendor’s expense and upon terms it deems appropriate, goods/ items/ services similar to those so terminated. The Vendor shall continue performance of the LOI and/or PO to the extent not terminated and shall be liable to The StockMart for any excess costs for such similar
    goods/ items/ services.

  • As an alternative remedy and in lieu of termination for default, The StockMart at its sole discretion (in writing) may elect to extend the delivery schedule and/or waive other deficiencies in the Vendor’s performance, making the Vendor liable for all costs, expenses or damages arising from any failure of the Vendor’s performance. If the Vendor for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of the LOI / PO, the Vendor shall promptly notify The StockMart in writing. The StockMart’s rights and remedies in this clause are in addition to any other rights and remedies provided by law or under the LOI/ PO and these General Terms and Conditions.

  • Upon expiration or after receipt of a notice of termination for any reason, the Vendor shall immediately: (1) stop work as directed in the notice; (2) place no further subcontracts or purchase orders or LOI for materials, services or facilities hereunder, except as necessary to complete the continued portion of the LOI/PO; (3) terminate all subcontracts to the extent they relate work terminated. After termination, the Vendor shall deliver to The StockMart all completed work and work in progress and all confidential information as set forth in these General terms and Conditions.

  • The termination of the LOI / PO for any reason, shall not affect The StockMart’s rights which accrued prior to such termination.

27. DISPUTE RESOLUTION:

The LOI / PO shall be governed by and be construed in accordance with the laws of India. Any dispute/difference arising between the Vendor and The StockMart under the LOI and/or PO shall be referred to arbitration in Jaipur, Rajasthan, before a Sole Arbitrator to be nominated by The StockMart. The Courts at Jaipur, Rajasthan shall have exclusive jurisdiction in all matters arising out of LOI and/or PO and these General Terms and Conditions.

28. FORCE MAJEURE:

Force-majeure shall be applicable only in the event of rare natural calamity, such as an earthquake or flood, tsunami, which caused substantial impact so as to disturb the production schedules. The normal conditions of Strikes, Lock-outs, Changes in Govt. Regulations, problems arising out of statutory requirements including but not limited to Code requirements, shortage of electrical power etc. shall not be covered under force-majeure conditions.

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