Terms & Conditions
"Catalogue" means the catalogue (in whatever form, whether paper or electronic) in which these Conditions are set out;
"Company" means V5semiconductors a company incorporated under the Companies Act, 1956, having its registered office at #31/4 New #22 2nd Floor Vani Vilas Road Basavanagudi, Bengaluru, Karnataka 560004, India, trading as V5semiconductors, its successors and permitted assigns;
"Conditions" means these terms and conditions;
"Contract" means any contract between the Company and the Customer for the sale and purchase of Supplies;
"Customer" means the person(s) or company whose order for the Supplies is accepted by the Company;
"Goods" means any goods supplied or to be supplied by the Company to the Customer and includes their packaging and any replacement Goods supplied under these Conditions;
"INR" means Indian Rupees;
"Services" means any services supplied or to be supplied by the Company to the Customer;
"Supplies" means any Goods or Services;
"in writing" includes electronic communications.
Reference in these Conditions to any legislation or regulation includes any re-enactment, amendment or substitution of such legislation or regulation.
All orders are accepted by the Company subject to and in accordance with these Conditions. These Conditions override and exclude any terms or conditions in or referred to in any negotiations or course of dealing between the Company and the Customer or set out in the Customer's standard terms and conditions to the fullest extent permitted by law. If there is any conflict between
- the other provisions of this Catalogue and these Conditions;
- provisions in any Contract and these Conditions; or
- the provisions of the order and these Conditions,
these Conditions will prevail unless the Company agrees otherwise in writing. Together with any terms accepted by the Company in connection with an order, these Conditions constitute the entire agreement between the Company and the Customer in relation to the Supplies ordered. No variation to these Conditions is permitted unless expressly authorized in writing by a director of the Company.
All prices for Supplies provided by the Company are in INR/USD and are exclusive of all central, state or local tax or other governmental charge or assessment relating to the production, sale or shipment of any Supplies, unless expressly provided otherwise, including but not limited to sales tax, including central and state sales tax and value added tax, octroi duty, service tax, education cess (and any other regulatory levy that may become applicable to the Company or to the Supplies from time to time) and other duties and taxes and any applicable transport and handling charges which will be added at the time of dispatch and shall be payable by the Customer. The Company has used all reasonable endeavors to ensure that prices for the Supplies are accurately set out in the Catalogue, but these prices are not binding and the Company reserves the right to change its prices without notice at any time. Prices charged will be those prevailing when an order is accepted. Where Supplies are to be made in instalments (referred to in these Conditions as "Scheduled Delivery"), the prices of Supplies to be delivered within 90 (ninety) days of the date of order will be those applicable at the time of dispatch of the first batch of Supplies. Where Scheduled Delivery may continue over a period of 90 (ninety) days or more from the date of order, the Company reserves the right to increase prices to those applicable at the date of dispatch but will use all reasonable endeavors to ensure that the applicable prices are accurately set out in the Catalogue. Additional services or any customization of the Goods requested by Customer shall be charged at the price quoted in writing by the Company.
The Company’s standard documentation is a single invoice and a single dispatch note. The cost of additional copies or of any other documents is not included unless specified on the Company’s quotation or pro forma invoice. The Company reserves the right to charge for copy invoices or where the original has been lost or misplaced by the Customer. The Company will quote for such charges if details are given at the time a quotation is requested. Such charges will be detailed separately.
When credit terms have been approved, payment is due not later than 30 (thirty) days of the Company's invoice, without any deduction, set off or withholding whatsoever. Time for payment shall be of the essence. If the Customer fails to make payment by the due date then, without prejudice to any other right or remedy, the Company shall be entitled to:
- cancel the order or suspend any further deliveries or performance;
- appropriate any payment made by the Customer to such of the Supplies (or the Supplies made under any other contract) as the Company may think fit; and
- charge interest (both before and after any judgment) on the amount unpaid at the rate of 18% per annum until payment is made in full (a part of a month being treated as a full month for the purpose of calculating interest).
The Company reserves the right to charge for copy invoices or where the original has been lost or misplaced by the Customer. If legal action is taken to recover monies due to the Company, the Customer shall reimburse to the Company all legal and other costs and expenses incurred by the Company in such recovery
The Company reserves the right to decline to trade with any company or person or to accept orders for Supplies in part. To avoid duplication, any written confirmation of telephone orders sent must be clearly marked "Confirmation only". The Company will not accept liability for orders not so marked and duplicate orders will be charged accordingly.
The Company does not impose any minimum order requirements on orders to be charged to a credit account with the Company. Orders for certain Goods, Goods which are not in Catalogue or are non-stock items, may be subject to a minimum order quantity or value which the Company will use its reasonable endeavors to notify to the Customer prior to accepting its order.
Once accepted, no order may be cancelled or reduced without the prior written agreement of a director of the Company. Without limiting the generality of this, orders for Goods which are not in-catalogue, non-stock items, sourced from Newark, consists of computer products or software, contain any hazardous substances and/or are consumable items, may not be cancelled.
Orders for Goods are usually accepted by the Company by dispatching the Goods provided, however, that dispatch will not be acceptance where the price for the Supplies has been incorrectly quoted or referenced by the Customer in its order.
Orders for Goods are accepted by the Company by dispatching the Goods provided, however, that dispatch will not be acceptance where the price for the Supplies has been incorrectly quoted or referenced by the Customer in its order.
Provided that Goods are in stock, the Company will use its reasonable endeavors to dispatch Goods within 4-6 (four-six) days of date of order. No commitment is given in relation to delivery times achieved.
The Company charges a delivery charge of INR 200 (Indian Rupees two hundred only) for orders below INR 7000 (Indian Rupees seven thousand only). The spend amount shall not include value added tax/service tax or any other taxes or any discounts.
The Company reserves the right to charge extra for delivery, packing and insurance in transit for all such Goods. Any such charge will be notified to the Customer at the time of placing of the order to which such charge applies.
The Company will use reasonable endeavors to meet delivery and/or performance estimates but, except as set out in Condition 8 below, in no circumstances shall it be liable to compensate the Customer for non-delivery, non-performance or late delivery or performance, even where it arises as a result of the negligence of the Company or its carriers. Time for delivery and/or performance shall not be of the essence. Delivery will be made to the address specified by the Customer. The Company may use any method of delivery available to it.
The Company reserves the right to deliver or perform by instalments. Failure to meet a Scheduled Delivery or performance date shall not prevent or restrict the Company from making further deliveries or rendering subsequent performance under the relevant Contract by instalment. Scheduled Deliveries can only be accepted for a maximum period of 3 (three) months from the date of order.
Inspection Defects and Non-Deliveries
The Customer must inspect the Supplies as soon as practicable after delivery, or in the case of Services, performance, and, the Company shall not be liable for any defect in the Supplies incomplete or failed delivery, shortage of weight or quality of Supplies unless written notice is given to the Company within 7 days of delivery. The Company does not write software comprised in the Goods and it is the Customer's responsibility to check for the presence of computer viruses before such Goods are used. If the Customer receives a damaged parcel, the Customer should take photographs of the parcel to confirm the damage and notify the Company immediately prior to opening the parcel.
The quantity of any consignment of Goods as recorded by the Company upon dispatch from the Company's place of business shall be conclusive evidence of the quantity received by the Customer on delivery, unless the Customer can provide conclusive evidence to the contrary. The Company will not be liable for any non-delivery of Goods or non-performance of Services unless written notice is given to the Company within 7 days of the date when Goods should have been delivered or the Services performed in the ordinary course of events.
Any liability of the Company for non-delivery or non-performance or for Goods notified as defective on delivery or Services notified as defective following performance in accordance with this will be limited to, at the Company’s option, replacing the Goods or re-performing the Services within a reasonable time or to refunding the price then paid in respect of such Supplies.
All specifications, drawings, illustrations, descriptions and particulars of weights, dimensions, capacity or other details including, without limitation, any statements regarding compliance with legislation or regulation (together “Descriptions”) wherever they appear (including without limitation in this Catalogue, on dispatch notes, invoices or packaging) are intended to give a general idea of the Supplies, but will not form part of the Contract. If the Description of any Goods differs from the manufacturer's description, the latter shall be deemed to be correct. The Company shall take all reasonable steps to ensure the accuracy of Descriptions but relies on such information, if any, as may have been provided to it by its suppliers and to the fullest extent permitted by law excludes all liability in contract or tort or under statute or otherwise for any error in or omission from such Descriptions whether caused by the Company's negligence or otherwise. The Company may make changes to the Supplies as part of a continuous programme of improvement or to comply with legislation.
Risk and Ownership
The risk of damage to or loss of Goods will pass to the Customer when the Goods are unloaded from the Company's carriers at the Customer's premises or when Goods are received by the Customer or its representative, whichever is earlier. Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due from the Customer to the Company on any account whatsoever.
Until ownership passes to the Customer, the Customer must hold the Goods on a fiduciary basis as the Company's bailee, insure the Goods against all usual risks to full replacement value, not pledge or allow any lien, charge or other interest to arise over Goods, and store each delivery of Goods separately, clearly identified as the Company’s property and in a manner to enable them to be identified and cross referenced to particular invoices where reasonably possible. The Customer may use or sell Goods in the ordinary course of business, provided that the Customer will be agent for the Company in any sale if Goods are sold. However, any such agency will only extend to the obligation to account for proceeds. The Company will not be bound by any contract between the Customer and the Customer’s purchaser. The Customer must account to the Company for that part of the proceeds of any such sale which equates to the price of the Goods and shall hold that amount in a separate bank account on trust for the Company. The Customer will hold on trust for the Company in a separate bank account any insurance monies received by the Customer for Goods owned by the Company.
The Company’s rights as an unpaid seller will not be affected by the Company retaining title to Goods.
If payment is not received in full by the due date, or the Customer becomes bankrupt, passes a resolution for winding up or a court shall make an order to that effect, or a receiver is appointed over any assets or the undertaking of the Customer or an execution or distress is levied against the Customer, the Company shall be entitled, without previous notice, to retake possession of the Goods and for that purpose to enter upon any premises occupied or owned by the Customer.
If the Goods are mixed, processed or used so that they lose their identity or are irrevocably incorporated in, mixed with or applied to other goods to make another item, then ownership of the Goods will pass to the Customer, however a portion of proceeds of sale of any such item equivalent to the cost for the unpaid Goods remains in trust for the Company until payment for the Goods is made in full.
This Catalogue always remains the sole and exclusive property of the Company.
No Goods may be returned other than with the prior agreement in writing of the Company. Prior to returning any Goods to the Company for any reason, the Customer must contact the Company to obtain a return material authorization number ('RMA'). All Goods are returned at the Customer's risk and expense and should be managed by the Customer and in their original packaging. The Customer is responsible for returning Goods to the Company and for providing proof of delivery of such return. Appropriate precautions must be taken in respect of Goods classed and identified as 'static sensitive'.
All Goods accepted for return should be returned for receipt by the Company within 30 (thirty) days of invoicing. The Customer should return the Goods to V5semiconductors, #31/4 New #22 2nd Floor Vani Vilas Road Bengaluru - 560004, Karnataka India." clearly quoting the Customer's account number, order number and RMA.
Any Goods returned as 'unwanted' or 'incorrectly ordered' may at the discretion of the Company be subject to a restocking fee of 40% of the invoice value of the Goods (subject to a minimum charge of INR 2000 (Indian Rupees two thousand only)).
Any advice or recommendation given by an employee of the Company which is not confirmed in writing by a director of the Company is acted on entirely at the Customer's risk and the Company shall not be liable for any such advice or recommendation which is not so confirmed. The liability of the Company to the Customer, should any warranty, statement, advice or recommendation confirmed in accordance with this prove to be incorrect, inaccurate or misleading, will be limited to the refund of the price paid for the Supplies or, at the Company's option, the supply of replacement Supplies which are sufficient and suitable.
The Company will endeavor to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer of Goods.
Company, to be damaged or defective due to faulty materials, workmanship or design for a period of 12 (twelve) months after the date of dispatch of the Goods or performance of the Services. Software programs are supplied on the strict understanding that the Company does not warrant their function to be free from defects or error.
This obligation will not apply:
- if the defect arises because the Customer has altered or repaired such Goods without the written consent of the Company;
- because the Customer did not follow the manufacturers' instructions for storage, usage, installation, use or maintenance of the Goods;
- if the Customer has failed to notify the Company of any defect in accordance with Condition 8 where the defect should have been reasonably apparent on reasonable inspection; or
- if the Customer fails to notify the Company of the defect within 12 (twelve) months (or such other period as the Company shall specify at the time of acceptance of the order for the Supplies) of the date of dispatch of the Goods or performance of the Services.
Any replacement Supplies made, or Goods repaired will be guaranteed on these terms for any unexpired portion of the period of guarantee given on the original Supplies. Any Goods which have been replaced will belong to the Company.
The Customer grants to the Company and its employees, agents and representatives a right to enter onto its premises to effect any repair or replacement. The Customer shall ensure that the Company's employees, agents and representatives are provided with a safe and secure working environment while at its premises and the Customer shall be responsible for isolating any computers or processors requiring repair or replacement from its network and for making back-up copies of any information on such computers or processors before the Company's arrival on site.
Except, this Condition is the Company's sole obligation and the Customer's sole remedy for defective Supplies and is accepted by the Customer in substitution for all express or implied representations, conditions or warranties, statutory or otherwise, as to the satisfactory quality, fitness for purpose or performance of the Goods (or any materials used in connection therewith) or the standard of workmanship of the Services and all such representations, conditions and warranties are excluded.
Certain Goods imported from the United States of America are subject to specific restrictions. With respect to goods manufactured in the United States, the Customer agrees to comply with all applicable export laws, restrictions and regulations of the United States or foreign agencies or authorities, and shall not import, export, or transfer for the purpose of re-export, any product to any prohibited or embargoed country or to any denied, blocked, or designated person or entity as mentioned in any such U.S. or foreign law or regulation. The Customer represents and warrants that it is not on the Denied Persons and Entities List, Specially Designated Nationals or Debarred Persons List and is not otherwise prohibited by the laws of India, United States or any other jurisdiction from purchasing the Supplies.
The Company reserves the right not to supply to certain customers or to certain countries and to require from the Customer full details of the end use and final destination of the Goods.
All Contracts shall be governed by the laws of India. The Courts of Bangalore, Karnataka shall have jurisdiction to settle any disputes which may arise out of or in connection with these Conditions or any Contract. The jurisdiction agreement contained is made for the benefit of the Company only and the Company shall retain the right to bring proceedings in any other Court of competent jurisdiction.