BDS Machines Private Limited
Terms and Conditions (the “Terms”)
The following are the terms and conditions that apply to the purchase of any products from BDS Machines Private Limited.
In these Terms the:
“Buyer” shall mean any dealer, distributor, trader or end user of the products purchased from BDS Machines Private Limited.
“Products” shall mean to include magnetic drilling machines, rail drilling machines, annular cutters, beveling machines and accessories sold by BDS Machines Private Limited.
“Seller” shall mean BDS Machines Private Limited is a company registered under the Companies Act, 2013 having its registered office at B70, Aasra, Devanagri, Shahanoorwadi, Aurangabad, 431001, Maharashtra, India. Seller is an importer and exclusive distributor of the Products which are manufactured by BDS Maschinen GmbH an entity organized and existing under the laws of Germany and having its address at Martinstrasse 108, 41063, Mönchengladbach, Germany.
The Seller and Buyer shall be hereinafter collectively referred to as Parties, and individually as Party.
Scope, Offer and Acceptance
These Terms apply to the purchase of the Products from the Seller, or from Authorized Dealers who have Authorized Dealer Certificate of the current year.
No modification of these Terms shall be valid unless in writing and duly signed by a person authorized by the Seller.
All purchase orders are subject to acceptance by the Seller. Once accepted, these Terms shall constitute the contract between the Buyer and Seller. It is agreed between the Buyer and Seller that the acceptance of a purchase order by the Seller shall revoke any provision of the purchase order, or other documents provided by the Buyer, that specify terms of acceptance. The Buyer agrees that the Seller’s failure to object to any such terms of acceptance shall not constitute an acceptance of such terms by the Seller and shall not constitute an acceptance by the Seller of any waiver of, or modification to, these Terms.
Purchase price & payment
The prices in the price list (‘‘Prices”) are in Indian Rupees.
The Prices are inclusive of Import Charges and Custom Duties.
The Prices are EX Warehouse Aurangabad and exclude other taxes and transportation cost.
The Prices are to be paid 100% in advance. The taxes and transportation costs shall be paid at actual.
No refunds of price.
The foregoing warranties shall be extended strictly to the Buyers of the Products. For the avoidance of doubt, the Seller’s Warranties do not extend to annular cutters and accessories, carbon brushes, carbide inserts and carbide reversible discs.
Seller warrants to promptly repair the Products if defects in manufacturing arise under conditions of normal and proper use and maintenance, provided that:
Such defects occur within 1 year (for Products manufactured in Germany) or 6 months (for Products manufactured in India) from the date of purchase;
The Products were purchased for their intended use and were operated and maintained in accordance with the user manual, and were not used in a way which was unsuitable;
The Products were not altered, modified or repaired by third parties;
The Buyer lodges a claim by filling out a warranty claim form which can be downloaded at http://www.bds-machines.com/warrantyform/ and sends it to the Seller at [email protected], and upon examination, the claim is approved or rejected by the technical department;
The Buyer bears the expense for to and from shipping of the Products to the Seller’s designated workshop, the location of which shall be provided to the Buyer at that time;
The defects are not expressly excluded in these Terms.
The Seller’s Warranties shall exclude defects caused by or arising from:
normal wear and tear;
armature due to excessive load while drilling;
field coil due to excessive load while drilling;
non-use of an EARTHING connection;
use on the same work piece where welding machines are connected;
contact of motor with water or coolant or cutting oil;
non-technical operator or unskilled operator;
misuse, abuse or improper maintenance, failure to follow operating instructions, or use with equipment which it is not intended to be used with;
usage by non-technical or unskilled operators;
cosmetic or incidental damages;
third party alterations, modifications or repairs;
The Seller’s Warranties do not include on-site repair or replacement, or refund of purchase price.
Except as expressly warranted herein, the Products are sold without any other representations, warranties or conditions, including implied representations, warranties and conditions of merchantability, fitness for a particular purpose, title or non-infringement of third-party rights. Except for the limited remedies provided herein earlier, the Buyer assumes the entire risk as to results and performance of the Products. Nothing stated in these Terms shall imply that the operation of any Products will be uninterrupted or error free or that errors will be corrected. Other written representations shall not constitute additional warranties by the Seller.
Limitation of Liability:
Save and except as set forth herein, the Seller shall assume no liability to the Buyer or any other person, for re-procurement costs, lost profits, business interruption, loss of use, or incidental / consequential damages, loss of investments, loss of anticipated savings, capital costs or extra administrative cost, loss of customers, loss of goodwill or reputation whether occasioned by the negligence, fault, error, omission, act or breach of seller, its employees and contractors. The Seller’s total liability in tort, in contract or otherwise, including a beach of these Terms shall be limited to payment of no more than the total amount of price paid by the Buyer for the Product in connection with which an alleged loss or damage arises.
No Party shall be liable to the other if, and to the extent, that the performance or delay in performance of any of its obligations under these Terms is prevented, restricted, delayed or interfered with due to circumstances beyond the reasonable control of such Party, including but not limited to, Government legislations, fires, floods, explosions, epidemics, accidents, acts of God, wars, riots, strikes, lockouts, or other concerted acts of workmen, acts of Government and/or shortages of materials. The Party claiming an event of force majeure shall promptly notify the other Parties in writing, and provide full particulars of the cause or event and the date of first occurrence thereof, as soon as possible after the event and also keep the other Parties informed of any further developments. The Party so affected shall use its best efforts to remove the cause of non-performance, and the Parties shall resume performance hereunder with the utmost dispatch when such cause is removed.
Governing Law and Dispute Resolution
These Terms shall be governed by and construed in accordance with the laws of India.
All disputes arising out of or in connection with these Terms including validity, interpretation, implementation or alleged breach of any provision thereof, the Parties hereto shall endeavor to settle such disputes amicably. The Parties shall attempt to bring about an amicable settlement for not less than 30 days. In case the Parties are unable to arrive at an amicable settlement within 30 days, any Party can record such failure and give written notice thereof to the other Party in writing. In case of such failure, the Parties can refer the dispute to a sole arbitrator. The provisions of the Arbitration and Conciliation Act, 1996 (as amended from time to time) shall apply to such arbitration. The seat or place of arbitration shall be at Aurangabad, Maharashtra, India and in English language.
Subject to the aforesaid, the courts at Aurangabad, Maharashtra, India, shall be the competent courts for entertaining and trying any disputes arising out of or in connection with these Terms.
The waivers, express or implied, by either of the Parties hereto of any right hereunder, or of any failure to perform or breach hereof of the other Party, any failure to exercise any right accruing or arising by reason of any failure or breach of any of the terms herein by the Party not in default, shall not constitute or be deemed as a waiver of any of the rights hereunder or of any failure to perform or breach by any such Party hereto.
No oral explanation or oral information by either Party hereto shall alter the meaning or interpretation of these Terms. No amendment or change or addition hereto shall be effective or binding on any of the Parties hereto, unless reduced to writing and executed by the respective duly authorized representatives of each of the Parties hereto.
The invalidity or unenforceability of any term, phrase, clause, paragraph, restriction, covenant, or other provisions hereof shall in no way affect the validity or enforcement of any other provision, or any part thereof.
These Terms set forth the entire understanding of the Parties with respect to the subject matter hereof and supersedes any previous understandings or agreements, written or oral, which the Parties may have reached or entered into with respect to the subject matter hereof.
If any provision of these Terms or the application thereof to any person or circumstance shall be invalid or unenforceable to any extent, the remainder of these Terms and the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision of these Terms shall be valid and enforceable to the fullest extent permitted by law. Any invalid or unenforceable provision of these Terms shall be replaced with a provision, which is valid and enforceable and most nearly reflects the original intent of the unenforceable provision.
These Terms and the rights and liabilities hereunder shall not bind and inure to the benefit of the respective successors of the Parties hereto, and no Party hereto shall assign or transfer its rights and liabilities hereunder to any other Person without the prior written consent of the other Parties.
The relationship between the Parties hereto shall be limited to that defined within these Terms. Nothing contained herein relating to these Terms shall constitute or be deemed to constitute a partnership between the Parties. No Party shall be entitled to pledge the credit or incur any liability or obligation binding upon the other Parties except pursuant to the provisions of these Terms.