INTERPRETATION

1.1 Defined Terms

In the Agreement and these terms and conditions:

"Agreement" means the contract or contracts for the sale of the Goods entered into between the Seller and the Buyer of which any quotation or pro forma invoice and these terms and conditions and any Buyer's order if accepted by the Seller form part;
"the Buyer" means the person who is to buy the Goods referred to in the Agreement;
"the Goods" means any item which is to be sold by the Seller pursuant to the Agreement;
"the Price" means the total sum inclusive of applicable taxes, levies, duties, transportation charges and any other overheads payable by the Buyer to the Seller referred to in the Agreement;
"the Reseller" means any Buyer who buys the Goods referred to in the Agreement for the purpose of their resale; under separate dealership agreement.
"the Seller" means “Supercold Refrigeration Systems Pvt Ltd”

1.2 The headings are included for convenience only and shall not affect the interpretation or construction of these terms and conditions.

1.3 In the Agreement, unless the context requires otherwise, any reference to:
(a) a "party" or "the parties" is to a party or the parties (as the case may be) to the Agreement;
(b) a Condition is to a condition of these terms and conditions;
(c) a statute or statutory provision includes any consolidation or re-enactment of the same and any subordinate legislation in force under the same from time to time;
(d) the masculine, feminine or neuter gender respectively includes the other genders, references to the singular include the plural (and vice versa) and references to persons include firms, corporations and unincorporated associations.

2. CONDITIONS TO APPLY TO EVERY CONTRACT

These Conditions shall apply to and form part of every contract between the Seller and the Buyer for the sale and purchase of the Goods. All quotations are made and all orders are accepted on and subject to these Conditions. No terms or conditions specified by the Buyer (whether or not earlier agreed expressly or by conduct between the Seller and the Buyer or submitted in a later document and/or which purport to exclude or supersede any terms or conditions inconsistent with them) outside the sellers terms and conditions shall apply or have effect.

3. QUOTATIONS AND ACCEPTANCE OF ORDERS

3.1 Quotations are not binding on the Seller and may be withdrawn or modified. Any quotations or estimates made by the Seller shall remain open for a period of 30 days and a contract will only be formed when the Buyer has accepted these Conditions either expressly in writing or by implication.
3.2 No order submitted by the Buyer shall be deemed accepted until confirmed in writing by the Seller. Orders will be deemed accepted by the Seller when the relevant ‘Order Confirmation’ document has been issued by the seller which will confirm the selling price of the goods or services.
3.3 Where an order is for one of the standard equipment (regular product) as shown on our website (not a custom-made equipment), the buyer may request amendment or cancellation of the goods until such time as the goods are being processed. After this time, cancellations or amendments cannot be made and the buyer is required to take delivery of the goods. In case of custom-made (made to order) goods, the buyer is required to take delivery of the goods (when they are ready) once their purchase order is a accepted by the seller and the advance payment is made. Cancellation or modification of the equipment in the order will not be entertained under any circumstances. The seller will have the right to hold back the entire advance amount and charge an interest for the balance amount @15% interest annum from the date on which the seller informs the readiness of goods to the buyer if the delay to accept finished goods as specified in the buyer’s purchase order exceeds a total of 30 calendar days.
3.4 The Seller holds the rights to alter the specification of any Goods at any time if this does not materially and adversely affect their performance or utility.
3.5 If any variation in the Goods or any Agreement is agreed or is required for compliance with any applicable law, regulation or safety recommendation the Buyer shall pay such additional amount as is fair and reasonable and the Seller shall have reasonable additional time to perform any Agreement.
3.6 Any Agreement may only be varied or amended with the Seller's written consent and upon such terms as the Seller may specify.

4. MANUFACTURE AND SALE

The Seller agrees to manufacture and sell the Goods to the Buyer and the Buyer agrees to purchase the Goods for the Price subject to and in accordance with the terms of the Agreement. The Buyer agrees to comply with all laws relating to the Buyer's use of the Goods and to indemnify the Seller in respect of all losses incurred by the Seller arising out of any acts or omissions of the Buyer which infringe any law or regulation.

5. PRICE

5.1 The Price shall be the Seller's quoted price and is calculated on an ex works basis and maybe inclusive of applicable taxes, duties, levies, applicable warranty, package, carriage, insurance, loading and unloading as well as any additional overheads applicable as mentioned in the quotation or pro forma invoice issued by the seller.
5.2 The Seller reserves the right to increase or decrease the Price at any time depending on market conditions or raw material prices or availabilities or price of overheads. In addition, the Seller may recover any additional costs arising due to factors outside the control of the Seller including but not limited to foreign exchange fluctuations, increases in duties or a significant increase in the costs of labour, material or supply, or where the Buyer has requested any variation or modification to quantity or specification of the Goods or has requested a particular delivery date or where the delivery of the Goods is suspended, varied or otherwise delayed by reason of an act or omission on the part of the Buyer.
5.3 The Price and all other sums due under the Agreement are inclusive of applicable taxes, duties and levies which will be added and shall be payable to the Seller by the Buyer in accordance with the law applicable from time to time.

6. PAYMENT

50% of the total bill amount to be made as advance along with the buyer’s purchase order. Balance to be made in full before dispatch. In some cases we may be able to provide DOD facilities where the buyer can present a Bank DD to the transporter (In the name of Supercold Refrigeration Systems Pvt Ltd) at the time of delivery of goods. This solely depends on the carrier’s availability of such services in the delivery area.

7. RISK AND PROPERTY

7.1 Risk of damage to or loss of the Goods shall pass to the Transporter at the time the Goods leave the Seller's premises, save as otherwise agreed in writing by the Seller.

8. WARRANTY

8.1 The Seller warrants that the warranty of an item manufactured by the seller shall be for a period of 12 months (other than wherever explicitly mentioned in the quotation or pro forma invoice) from the date of invoicing the same to the buyer. This shall vary in cases of spare parts where spare parts of electrical or electronic nature (mostly traded spare parts) shall have no warranty. Such terms shall be clearly mentioned on the Quotation, Pro forma Invoice & Tax Invoice.
8.2 The Buyer's remedies and the Seller's obligations under this warranty shall be limited to faults which are discovered by the Buyer during the warranty period and are notified in writing to the Seller within 14 days after discovery of each such fault.
8.3 This warranty shall not extend to:
(a) any fault caused by any accident or normal wear and tear or by any act, default or misuse of the Goods by the Buyer or any third party or by failure to follow any instructions or recommendations supplied orally or in writing with the Goods;
(b) any fault arising out of the use of the Goods in conjunction with equipment or materials not reasonably contemplated by the Seller;
(c) any fault caused by the Goods having been altered, modified or repaired other than by the Seller's authorized technician or by a third party not expressly nominated or approved in writing by the Seller other than in a manner expressly stipulated by the Seller.
(d) any fault arising directly or indirectly from a design made or furnished by the Buyer or from materials or other property supplied by the Buyer or from any parts or items that have not been completely manufactured or supplied by the Seller;
(e) any matter regarded as a fault due to a modification, alteration or replacement required by a change in the requirements of any governmental or regulatory association, society, institute, authority or other body;
(f) any fault arising out of the Goods having been subjected to any type of operation or use in contravention of their specification or their operational limitations or any type of operation or use for which the goods are not manufactured; or
(g) faults arising from the absence of a voltage stabilizer of recommended capacity; or faults arising out of the use of a defective voltage stabilizer as such.
(h) wherever glass / acrylic /polycarbonate parts are cracked or broken due to misuse.
(i) faults arising from not maintaining the recommended water supply with a TDS (Total Dissolved Salts) between 40 and 60 and pH between 7 and 7.4 (neutral)
(j) any fault arising from any cause beyond the control of the Seller.
Warranty is not applicable for dents / scratches (anything cosmetic) or for deliberate attempts to damage the machine, like running the machine without stabilizer, tampering electrical wiring or refrigeration system, improper electrical wiring at site, water seepage or splashing into the electrical equipment, improper supply of water etc.
8.4 The sole liability of the Seller under any warranty that may arise to the Buyer under this Condition shall be for the Seller to replace the Goods or repair any faults due to defective design, materials or workmanship by the Seller in the manufacture of the Goods.

9. SAFETY

The Buyer shall comply fully with all user instructions and safety recommendations issued/advised by the Seller or their representative in relation to the safe installation and operation of the machinery.
The electric supply outlet should be properly and permanently wired whether in three phase or single phase. Temporary wiring is dangerous and hence should not be used. A residual current operated circuit breaker (Earth Leak Circuit Breaker /ELCB) is to be installed with each electrical apparatus. The ELCB has to be periodically tested. The body of the apparatus has to be technically connected to direct earth. The installation work of the apparatus has to be carried out only by reputed and licensed electrical contractor. The manufacturer declines any responsibility for eventual damage to persons or things deriving from the non-observance of this very important safety requirement. If the supply voltage is not steady within 10% of the requirement, a good quality Voltage Stabilizers with time delay, low & high voltage cut off & volt meter has to be used.
Wherever water is required the same shall be provided to the machine from overhead tanks placed in such a way as to not cross electric risks or damage to equipment in case of a water tank overflow. Seller shall be not be responsible for any accidents / damages / fatalities due to non-observance of these very important safety requirements.

10. SERVICE TERMS

The following terms and conditions apply to any on-site Services provided by Seller:
1. Services will be provided at Buyer’s premises during warranty period free of cost and on payment basis after the expiry of warranty.
2. Buyer shall prepare the site, including, as applicable, the construction of all necessary electrical disconnects/connections.
3. Buyer is solely liable for all damages or injuries caused or contributed to by Buyer that may occur on the site, except to the extent damages or injuries are directly caused by the gross negligence or willful misconduct of Seller service personnel.
4. Buyer must provide at least 24 hours' notice of cancellation of any Service order.
5. In cases where the seller sells goods to a reseller, it shall be the resellers responsibility to install and maintain the unit throughout the warranty period at their customer’s premises. Supercold’s responsibility for sale of an equipment to a reseller shall be limited to parts warranty, alone against return of defective spares. Defects due to parts failure, refrigerant leakage etc are usually small issues and can be easily corrected using the seller’s technical guidance by the resellers skilled refrigerating mechanics for which the payment(s) if any shall be bourne by the reseller. Supercold shall not be liable for any kind of payment incurred for service, repair or upkeep of the units sold to a reseller. Refrigerants or other consumables used for repairs shall be the reseller’s responsibility. These terms shall also be mentioned in the tax invoice issued to a reseller at the time of sale.
6. Disputes if any, arising out of a sale directly by the seller to the customer shall be subjected to Trivandrum, Kerala jurisdiction only.