1 General Scope:
- 1.1Where “GREEN IP” or the words “we’, “us” or “our” are used in these conditions, they shall indicate “GREEN IP SERVICES PVT. LTD.”, the private limited company.
- 1.2The other party in the transactions to which these conditions refer, shall be referred to hereafter as “other party” or as “buyer”
- 1.3Our deliveries, services and offers are result exclusively from these terms and conditions. They shall also apply to all future business relations even if they are not expressly agreed again. When placing an order these terms and conditions shall be considered as accepted.
- 1.4We do not accept terms and conditions of the customer which are opposing or deviating from ours unless we have expressly agreed by written form. Our terms and conditions will apply even if we acknowledge terms and conditions of the customer conflicting or deviating from ours when we carry out the customers delivery.
- 1.5Deviations from these terms and conditions shall be effective only if confirmed by us in writing.
2 Offers, Offer Documents:
- 2.1Our offers are always subject to change. Cost estimates are not binding. Orders will only be accepted if they are confirmed by us in writing.
- 2.2If an order is to qualify as an offer in accordance to § 145 BGB, we may accept it within two weeks.
- 2.3Technical and design changes of descriptions and specifications in brochures, catalogs, prototypes and written documents as model, design and procedural changes due to technical development are explicitly subject to change without having rights derived against us for these reasons.
- 2.4For cost estimates, drawings, calculations, prototypes and other documents we shall retain the right of property and copyrights without limit; they must not be disclosed to third parties. This applies in particular for written documents, which are designated as „confidential“ must prior obtain a written permission before disclosure to third party. Drawings, prototypes and other documents which are part of offers must promptly and fully return by request, if a contract is not concluded.
3 Prices and Payment conditions:
- 3.1Unless not otherwise provided in the confirmation of order, our prices are valid ex JAIPUR Head Office Green IP.
- 3.2The statutory Goods and Services Tax (GST) and value added tax (VAT) is not included in our prices; it will be shown separately in the invoice to the statutory amount on the day of invoicing.
- 3.3Costs of dispatch or shipment, packaging, insurance and any transportation of any customs fees are on the expense of the customer and are charged separately.
- 3.4The deduction of a discount requires a separate written agreement.
- 3.5In the event of default payment or default on the contractually terms of payment we shall be entitled to chancel agreed rebates, discounts or any other benefits. In this case our standard prices apply without any deduction of debates or any other benefits.
- 3.6The customer shall not apply offset or any right of retention over our claim for payment unless his counterclaim is undisputed, has been established by a court of law or recognized by us.
- 4.1Terms and dates indicated by us are not binding unless they have been expressly confirmed in writing by our company.
- 4.2All delivery dates are subject to correct and on time self-delivery. They start from the date of our confirmation of order, however, not before clarifying all the details of the execution and shall be extended by the time that the customer is in default, without prejudice of our rights in the event of customers delay.
- 4.3If the purchaser delays in acceptance or violates other cooperation obligations, we are entitled to demand payment of damages or loss, including any request for additional expenditures. In this case, the risk of accidental loss or accidental deterioration will be transferred to the purchaser, by the time he falls into arrears.
- 4.4Delivery and service delays due to force major or events that complicate the delivery or make it impossible, such as material procurement difficulties, equipment failure, strikes, government regulations, ACT OF GOD etc, also if they occur to our suppliers or their subcontractors, we are not responsible even if there are binding agreed periods and dates. They entitle us to postpone delivery or performance by the duration of the hindrance plus a reasonable time or to withdraw from the unfulfilled portion of the contract in whole or in part. Furthermore we have the same right if the placed order is proving to be technically insurmountable.
5 Transfer of risk:
- 5.1The delivery is at our discretion at the expense and risk of the buyer / purchaser.
- 5.2The risk shall pass to the buyer / purchaser as soon as the delivery was taken over by the person in charge of the transportation or has left our head quarter for shipment.
- 5.3If the shipment or delivery is delayed or impossible through no fault of our own, the risk is transferred to the buyer / purchaser by dispatch of the notice of readiness for delivery.
- 5.4An insurance of goods against transport damage occurs only at the express request of the buyer / purchaser. The costs incurred to this extent will be borne by the buyer / purchaser.
- 6.1The purchaser‘s warranty rights require a proper implementation of the examination obligation and notification of defects.
- 6.2We ensure that our hardware delivered within framework of the contract are free of significant manufacturer and material defects, if held by a guarantee from our sub suppliers.
- 6.3In case operation, maintenance or manual instructions are not followed or changes made in the products or programs or if parts are replaced or consumable material is used, which does not meet the original specifications, any warranty expires.
- 6.4The warranty period shall be of 12 months up from the transfer of risks, unless otherwise agreed. There occurs no additional guarantee for the services provided or products delivered by our company.
- 6.5If not agreed otherwise, our contract is fulfilled by turnkey delivery of the system. The demonstration of the functional capability by transfer shall also constitute the acceptance. In case of identified errors during the demonstration or an agreed test run that affect the application of the delivered performance significantly, the delivery will be removed from us either by delivery of an improved version or by reference to the avoidance / fixing the problem. Only the supplier shall be entitled to extend this choice.
- 6.6After the inspection, the buyer / purchaser is only entitled to oblige us by rectification of rejects. The repair can be made at our discretion at our headquarters or at the buyer‘s / purchaser‘s place of business. If we choose a repair at our headquarters, the buyer / customer is obligated to return the defective product to us for review. If the repairs take place at the customer‘s place of business, he is obliged to provide the defective product is available in its operation and to give our employees the opportunity to undertake the review.
- 6.7The buyer / customer has no further claims than improvements for whatever legal reason, including conversion, reduction, termination or compensation of any kind, especially consequential damage are excluded.
- 6.8We are only obliged to undertake repairs if the buyer / purchaser has fulfilled its contractual obligations.
- 6.9The responsibility for the use of the systems developed by us is on the buyer as the use of the results obtained. We are not liable for damages arising out of false or incomplete programming, especially not for any indirect or consequential damages, such as the replacement of deleted or destroyed data. This disclaimer does not apply if mandatory liability for intent or gross negligence provides is provided by law.
- 6.10We make every effort to ensure the proper functioning of the systems developed by us. Due to technical conditions of IT it is not possible to guarantee that the function of the software is uninterrupted or error-free and that the functions of the software operates in all user-selected combinations are feasible. Also we cannot guarantee / warranty the achievement of a particular purpose.
- 6.11The objects and programs classified as prototypes do not correspond with the quality standard of serial products and are intended as working models for acceptance and testing purposes. Due to that we provide no guarantee or product liability for these prototypes.
- 6.12As far as our liability is excluded or limited, this applies also to the personal liability of our officers, employees, representatives and agents.
7 Retention of Title:
- 7.1We reserve all rights to all our delivered services and products until full payment of all payments due to the contract.
- 7.2If the orderer is acting contrary to the contract particularly in case of late payment, we reserve the right to repossess the purchased item. By taking back the item purchased it does not constitute a withdrawal from the contract, unless we have expressly declared in writing. The seizure of items purchased by us automatically imply a withdraw from the contract. After the withdrawal of the items purchased we are authorized to utilize and the utilization proceeds shall be credited to the customer’s liabilities less reasonable costs.
- 7.3The purchaser is obliged to handle the product carefully, in particular, he is obliged to insure the product against damages by fire, water and theft on his own expense by replacement value.
- 7.4The purchaser is entitled to resell the goods in the ordinary course of business. Within he assigns already now all claims in the amount agreed with our invoice (including GST/VAT) which he derives from the resale from his buyers or third parties.
- 7.5If the goods are mixed inseparably with others, not belonging to us belong to us, we acquire joint ownership of the new object in proportion to the objective value of our merchandise to the other mixed objects at the time of mixing. If the buyer’s object is regarded as the main cause of the combined good, it is agreed that the purchaser is proportional co-owner. The purchaser shall hold the sole or joint ownership for us.
- 7.6The customer shall also assign the receivables to secure our claims against him, which arise from the combination of the goods with a plot against a third party.
8 Protection rules for sellers and buyers:
- 8.1The delivery of a system or transfer of any other service as agreed, or specifications shall entitle the buyer to unlimited use of the product obtained after full consideration of the provision, but however there is no claim to exclusivity with regard to the various components of the developed solution. In particular, it is up to the company GREEN IP SERVICES PVT. LTD. to process used standard solutions and customized modules of all kinds in other areas and for other customers. Exceptions exist only in the presence of a special or exclusive license agreement.
- 8.2The Company GREEN IP SERVICES PVT. LTD. is generally entitled to retain the underlying documentation and source code of all developments for each order at the head office. This also applies in case of existence of an exclusive or license agreement or, whereby the documentation and source code is held in trust for the customer. Any expenses of such fiduciary deposit shall be borne by the customer.
- 8.3The Company GREEN IP SERVICES PVT. LTD. is committed to treat all order obtained documents, documentation and information about company-specific facts of customers in connection with the order even if going beyond the execution of the order also confidential unless this information approached the company GREEN IP SERVICES PVT. LTD. lawfully by a participating third party without confidentiality obligations or were released by the customer or of information that the company GREEN IP SERVICES PVT. LTD. was already aware of on the day of receipt by the customer.
9 Property rights and copyright:
- 9.1The client will inform us immediately and in writing if he is emphasized to an infringement of industrial property rights or copyrights by a product supplied by us. However, we are only obliged to assist the buyer in the defense of such claims by the holder of such rights, as far as it is made a complaint of direct violation of a product supplied by us. However a liability for the damages resulting from refringement of such rights is expressly excluded. In the case of an existing patent infringement the customer may only demand an amendment or replacement of the product in that way the relevant property rights are not violated if this is technically possible. Any further rights, especially a withdrawal from the contract, recovery of the purchase price or any claims for damages are excluded. On the other hand, the Purchaser shall defend us against or release us from all claims of the holder of such rights which arise against us in that we have followed the instructions of the Purchaser or the Purchaser has altered the product or integrated it in a system.
- 9.2Prototypes and programs or other developments and problem solutions, which were supplied and created by us, are, unless otherwise agreed, together with the associated documentation intended only for the personal use of the purchaser within its own business. In the case of single licenses, the right of use of software programs is limited according to the real possibilities of using a book: the software program can be passed, moved to another place and used on different computers. The software program may not be used simultaneously by different persons at different locations and on different machines, just as it is impossible that one book is read at the same time in different locations by several persons. Excluded from that rule are programs for multi-user computer. These are limited in their use to a defined number of computer workplaces. Copies of the CD may be made only for backup purposes. A reproduction of the manual is only allowed with our written consent. This single license is not transferable. Making it particular commercially or against payment accessible to third parties requires our express approval in the form of an extended license.
10 Place of fulfilment and place of jurisdiction:
- 10.1Place of fulfilment and place of jurisdiction shall be JAIPUR RAJASTHAN INDIA.
- 10.2Applicable law is solely the legal system of the REPUBLIC OF INDIA.
11. Offers and establishment of the agreement, notifications,secrecy, obligation, permits:
- 11.1All our offers are non-binding and may only be considered an invitation to draw up a more detailed offer.
- 11.2An order placed by the buyer shall only become binding upon us once we have either confirmed the receipt of the order in writing within 14 days or have started to implement the order without any reservations.
- 11.3If, once the order has been accepted, the buyer specifies modifications, which we cannot endorse, or if the order is fully or partially cancelled, all costs already incurred plus the amount of profit lost, and other loss and damage shall be at the expense of the buyer.
- 11.4In so far as GREEN IP is dependent on manufacturers or other suppliers for its supplies, whether for all or part of the supply or for the materials for the manufacture thereof, and is obliged to accept the cancellation of its orders by one or more of them, GREENIP is likewise entitled to cancel the orders it has received, without being obliged to pay any compensation. In such an event we shall be obliged to repay the sums paid in advance by the buyer, which relate to the order and for which no work has been carried out or no goods have been supplied.
- 11.5Illustrations, catalogues, prospectuses, dimensions, weight details and other data supplied by us are not binding.
- 11.6The buyer and its staff undertake not to disclose to third parties any drawings, models, constructions, plans and other company information and know-how, in the broadest sense of the terms, originating from us, which are made known to it or become known to it through us for, in or with the agreement concluded.
- 11.7The buyer is responsible for obtaining the necessary permits and/or permission for the import and use of the goods/products required as well as for paying the associated costs. The buyer shall not be deemed to be relieved of his obligations arising from the agreement if the delivery of the necessary goods/products to GREENIP is entirely or partially impeded or it any conditions or limitations for obtaining such a permit are imposed