Terms of Sale and Conditions of Use
Last Revised: March 16, 2015
- CITRON SCIENTIFIC STANDARD TERMS AND CONDITIONS
A. SALES POLICY FOR PRODUCTS
1. Wholesale Only
Citron Scientific sells its complete offering wholesale to business customers only.
2. Prices
Prices listed are wholesale, do not include freight, handling fees, taxes, and/or duties, and are subject to correction or change without notice. Market sensitive commodity products will be priced according to current market conditions. Customer should contact the local Citron Scientific Sales office for current prices. Export orders may be subject to other special pricing. Citron Scientific reserves the right to accept or reject any order.
3. Sales Tax
Customer is responsible for payment of all applicable CST, VAT as the case may be, or for providing a valid sales tax, Excise exemption certificate. When placing an order, customer shall indicate which products are tax exempt. Relevant documentary evidence is required for creating exempt customer in our system, before any invoice is generated in these instances.
4. Payment and Credit Terms
Citron Scientific accepts Payments by online NEFT/ RTGS or Account payable cheque only, Kindly note that we donot accept any cash or Debit / Credit Card payments at this time.For customers with established Citron Scientific credit, payment terms are net thirty (30) days from the date of shipment or Invoice of products. All credit extended by Citron Scientific and the limits of such credit, is at Citron Scientific’s sole discretion, and may be reduced or revoked by Citron Scientific at any time, for any reason. Citron Scientific reserves the right to charge a convenience fee for late payments. Citron Scientific further reserves the right to charge customer a late payment fee at the rate of 2% of the amount due for each month or portion thereof that the amount due remains unpaid, or such amount as may be permitted under applicable law. Anticipation and cash discounts are not allowed. Export orders are subject to special export payment terms and conditions as defined in the Quotations. All payments must be made in Indian rupees for Domestic orders. Citron Scientific has the right of set-off and deduction for any sums owed by the customer to Citron Scientific.
If the customer fails to make payment within thirty (30) days of shipment or pick-up, or fails to comply with Citron Scientific’s credit terms, or fails to supply adequate assurance of full performance to Citron Scientific within a reasonable time after requested by Citron Scientific (such time as specified in Citron Scientifics request), Citron Scientific may defer shipments until such payment or compliance is made, require cash in advance for any further shipments, demand immediate payment of all amounts then owed, elect to pursue collection action (including without limitation, attorneys’ fees and any and all other associated costs of collection), and/or may, at its option, cancel all or any part of an unshipped order.
Additionally, customer, and each of its subsidiaries and affiliates, agrees to provide to Citron Scientific proper authorization necessary for Citron Scientific to request any financial information from third parties.
Customer agrees to assume responsibility for, and customer hereby unconditionally guarantees payment of, as provided herein, all purchases made by customer, its subsidiaries and affiliates. Each of customer’s subsidiaries and affiliates purchasing from Citron Scientific are jointly and severally liable for purchases with customer, and customer is also acting as agent for such subsidiaries and affiliates.
B. FREIGHT POLICY
Prices stated are F.O.B. origin, freight prepaid to destination specified in the order. Citron Scientific charges a shipping and handling fee, (which includes internal handling and related costs), on each order which is applied at time of order and reflected on customer's invoice. Receipts for shipping and handling charges will not be furnished. Citron Scientific covers shipping and handling for standard ground delivery for orders over INR 5000 before tax and freight (including any backorders). COD shipments are not permitted. Any charges incurred for Other Freight Services must be paid by customer. Fuel surcharges may be applied. Title and risk of loss pass to customer upon tender of shipment to the carrier. If the product is damaged in transit, customer's only recourse is to file a claim with the carrier.
C. PRODUCT WARRANTY POLICY
WARRANTY DISCLAIMER.AND LIMITATIONS OF LIABILITY TO ALL CUSTOMERS.
EXCEPT AS SET FORTH HEREIN AND WHERE APPLICABLE, NO WARRANTY OR AFFIRMATION OF FACT OR DESCRIPTION, EXPRESS OR IMPLIED, IS MADE OR AUTHORIZED BY CITRON SCIENTIFIC. CITRON SCIENTIFIC DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. CITRON SCIENTIFIC ALSO DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, MISREPAIR OR MISAPPLICATION. CITRON SCIENTIFIC EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES TO THE EXTENT PERMISSIBLE. CITRON SCIENTIFIC'S LIABILITY IN ALL EVENTS IS LIMITED TO THE PURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY.
4. Warranty Product Return.
Before returning any product, customer shall: (i) write or call the local Citron Scientific branch from which the product was purchased; (ii) in the case of an internet order, contact Citron Scientific by logging on to www.citronscientific.com, clicking on the “Contact Us" link at the top of the page, then clicking on the “Email us” link and provide the date, the original invoice number, the stock number, and a description of the defect; or call the local Citronscientific Sales person, and provide the date, the original invoice number, the stock number, and a description of the defect. Proof of purchase is required in all cases.
5. Manufacturer’s Warranty.
For information on a specific manufacturer's warranty, please contact the local Citron Scientific branch or call the concerned sales person.
6. Product Compliance and Suitability.
Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of products for a particular purpose. Certain products may not be available for sale in all areas. Citron Scientific does not guarantee compliance or suitability of the products it sells with any laws, codes or regulations, nor does Citron Scientific accept responsibility for construction, installation and/or use of a product. It is customer's responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the products are compliant.
7. Cross-Reference Information.
Product cross-reference comparisons or product alternatives that are presented do not imply that products are available or perfectly comparable. CROSS-REFERENCED PRODUCTS OR PRODUCT ALTERNATIVES ARE NOT REPRESENTED OR WARRANTED AS FUNCTIONAL OR PERFORMANCE EQUIVALENTS. Customer shall review all cross-referenced product or product alternative specifications prior to purchase and use to determine suitability of the product for customer's intended use.
D.PRODUCT INFORMATION
1. Catalog/Website Information.
Citron Scientific is a distributor of products and information about the products in the Citron Scientific catalog or web site is provided by the manufacturers and/or suppliers. Product depictions in the catalogs and websites are for illustrative purposes only. Possession of, or access to, any Citron Scientific catalog, literature or websites does not constitute the right to purchase products. Citron Scientific reserves the right to revise publishing errors in its catalogs or any of its websites. Despite our efforts, occasional pricing errors may occur in the Citron Scientific catalogs and websites. Citron Scientific reserves the right to cancel any and all orders resulting from such pricing errors, even if customer has received an order confirmation from Citron Scientific.
2. Product Substitution.
Products and/or country of origin may be substituted and may not be identical to descriptions and/or images published in the catalog or on the website.
3. Material Safety Data Sheets.
Material Safety Data Sheets (“MSDS”) for OSHA defined hazardous substances are supplied by the manufacturers and/or suppliers. CITRON SCIENTIFIC MAKES NO WARRANTIES AND EXPRESSLY DISCLAIMS ALL LIABILITY TO ANY CUSTOMER OR USER WITH RESPECT TO THE ACCURACY OF THE INFORMATION OR THE SUITABILITY OF THE INFORMATION IN ANY MSDS. CUSTOMER END USER IS SOLELY RESPONSIBLE FOR ANY RELIANCE ON OR USE OF ANY INFORMATION, AND FOR USE OR APPLICATION OF ANY PRODUCT. Send MSDS requests to Info@citronscientific.com, or log on to Citronscientific.com and click on “View the Safety Data Sheet” (MSDS).
E. GENERAL TERMS
1. Electronic Data Interchange.
If Citron Scientific and customer mutually agree to use an Electronic Data Interchange (“EDI”) system to facilitate purchase and sale transactions, customer agrees that it will not contest: (i) any contract of sale resulting from an EDI transaction under the provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any other similar rule, on the basis that such records were not originated or maintained in documentary form. Citron Scientific and customer will negotiate and agree on technical standards and methods to use in making EDI purchases, and will use reasonable security procedures to protect EDI records from improper access. In the event of a conflict, the business records maintained by Citron Scientific regarding EDI purchases made by customer shall be deemed to be conclusive.
2. Third Party Payment Provider.
If customer elects to use a third party payment system provider (“Third Party Provider”) and Citron Scientific is charged fees by the Third Party Provider, Citron Scientific reserves the right to seek reimbursement from customer for any and all costs paid to the Third Party Provider for the transfer of funds, retrieval of payment detail, or any other purpose from the Third Party Provider.
3. Intellectual Property.
Customer shall have no right, title, or interest in the trade names, trademarks, trade dress, copyrights, patents, domain names, product names, catalogs or any other intellectual property rights (“IP”) reserved by Citron Scientific, or any IP owned by manufacturers and/or suppliers to Citron Scientific. All materials contained in Citron Scientific catalogs or on its web sites are subject to the ownership rights of Citron Scientific and its manufacturers and/or suppliers. Customer shall have no right to copy or use any IP of Citron Scientific or its manufacturers and/or suppliers without Citron Scientific or the Original Manufacturer permission as the case may be.
4. Independent Contractors.
Citron Scientific and customer are independent contractors and not principal and agent. Nothing contained in these terms and conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture relationship. Customer does not have the right to bind or otherwise obligate Citron Scientific in any manner, nor may customer represent to anyone that it has the right to do so.
5. Code of Conduct.
Customer agrees to refrain from taking any action that may cause a Citron Scientific employee to violate the Business Conduct Guidelines. Customer should report any alleged violations by calling the Citron Scientific Office.
6. Sourced Product.
Citron Scientific may procure product not available through Citron Scientific catalogs or available in CitronScientific.com for a customer from other sources (“Sourced Product(s)”). Sourced Product is priced according to current market conditions on a per order basis, and is shipped F.O.B. origin with freight and handling fee paid by Citron Scientific and charged to customer. Sourced Product may not be returned without a return goods authorization issued by Citron. Citron at its sole discretion, may withhold the issuance of such authorization. A restocking fee may apply for any returned Sourced Product. CITRON SCIENTIFICS LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO SOURCED PRODUCTS. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER OF THE SOURCED PRODUCT WILL BE CUSTOMER'S SOLE REMEDY.
7. Custom Product.
Citron Scientific may offer products manufactured or assembled to customers specifications (“Custom Product(s)”). Citron Scientific is not responsible for verifying or confirming the accuracy of specifications provided by customer to Citron Scientific for Custom Products. CITRONSCIENTIFIC LIMITED WARRANTY TERMS INCLUDED IN THESE TERMS AND CONDITIONS DO NOT APPLY TO CUSTOM PRODUCTS. THE PRODUCT WARRANTY PROVIDED BY THE MANUFACTURER AND/OR SUPPLIER OF THE CUSTOM PRODUCT WILL BE CUSTOMER'S SOLE REMEDY, AND ALL OTHER WARRANTIES ARE DISCLAIMED UNDER HEREWITH. All Custom Products are sold on a “FINAL SALE” basis only, and no cancellations, returns, refunds or credits are allowed.
8. Cancellation.
All product order cancellations, if not prohibited above, must be approved by Citron Scientific, and may be denied or subject to restocking fees and other charges.
9. Product Return by Business Customers.
Product returns by business customers, if not prohibited above, must be made within 7 days from date of Material receipt, unless otherwise indicated. Business customer should contact the local Citron Scientific office for instructions. Citron Scientific does not take title to returned products until the item is received by Citron Scientific at the applicable return location. Returned product must be in original packaging, unused, undamaged, and in saleable condition. Proof of purchase is required in all cases. Product returns may be denied or made subject to restocking fees and other charges by Citron Scientific.
10. Force Majeure.
Citron Scientific shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from any force majeure event, including but not limited to acts of God, labor disruptions, acts of war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics, quarantines, shortages, communication or power failures, fires, accidents, explosions, inability to procure or ship product or obtain permits and licenses, inability to procure supplies or raw materials, severe weather conditions, catastrophic events, or any other circumstance or cause beyond the reasonable control of Citron Scientific in the conduct of its business.
12. Assignment.
Customer shall not assign any order, or any interest therein, without the prior written consent of Citron Scientific. Any actual or attempted assignment without Citron Scientifics prior written consent shall entitle Citron Scientific to cancel such order upon notice to customer.
13. No Third Party Benefit.
The provisions stated herein are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto. 14. Waiver, Choice of Law and Venue.
14. Waiver, Choice of Law and Venue.
The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by the other party. All transactions shall be governed by the jurisdiction of Courts of Hyderabad, Telangana.
15. Severability.
If any portion of these terms and conditions is found to be invalid or unenforceable by a court of competent jurisdiction, the invalid or unenforceable term shall be severed from these terms and conditions, and the remaining terms and conditions shall be valid and fully enforceable as written.
16. Modification of Terms.
Citron Scientifics acceptance of any order is subject to customer’s assent to all of the terms and conditions set forth herein. Customer's assent to these terms and conditions shall be presumed from customer's receipt of Citron Scientifics acknowledgment, or from customer’s acceptance of all or any part of the products ordered. No additions or modifications of Citron Scientifics terms and conditions by customer shall be binding upon Citron Scientific, unless agreed to in writing by an authorized representative of Citron Scientific. If a purchase order or other correspondence submitted by customer contains terms or conditions contrary or in addition to the terms and conditions contained herein or in Citron Scientific acknowledgment, Citron Scientific fulfillment of any such purchase order shall not be construed as assent to any of the terms and conditions proposed by customer, and will not constitute a waiver by Citron Scientific of any of the terms and conditions contained herein or in Citron Scientifics acknowledgment.
17. Complete Agreement.
The terms and conditions in: (i) Citron Scientifics forms; (ii) acknowledgments; (iii) quotations; (iv) invoices; (v) web sites; (vi) catalogs; and (vii) extension of credit are incorporated herein by reference, and constitute the entire and exclusive agreement between customer and Citron Scientific.
II. ADDITIONAL TERMS AND CONDITIONS RELATED TO THE PERFORMANCE OF SERVICES BY CITRON SCIENTIFIC OR OTHER PROVIDERS
IN ADDITION TO THE STANDARD TERMS AND CONDITIONS IN SECTION I, PERFORMANCE OF SERVICES WILL BE GOVERNED BY THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS (“ADDITIONAL SERVICE TERMS”). SERVICES MAY BE PERFORMED BY: (i) CITRON SCIENTIFIC, ITS SUBSIDIARIES, AFFILIATES OR SUBCONTRACTORS (“CITRONSCIENTIFIC”); OR THIRD-PARTY SERVICE PROVIDERS ENGAGED BY CITRON SCIENTIFIC ("THIRD-PARTY PROVIDERS"). FOR PURPOSES OF THIS SECTION II, “SERVICE PROVIDER” REFERS TO EITHER CITRON SCIENTIFIC OR A THIRD-PARTY PROVIDER DEPENDING UPON WHICH OF THEM IS PERFORMING SERVICES, AND “SERVICE PROVIDER PERSONNEL” REFERS TO PERSONNEL OF SUCH SERVICE PROVIDER.
THE TERMS AND CONDITIONS CONTAINED IN THIS SECTION II ARE EXTENDED SOLELY BY THE SPECIFIC SERVICE PROVIDER PERFORMING SERVICES, AND ANY OBLIGATIONS CONTAINED IN THIS SECTION II DO NOT APPLY TO ANY OTHER SERVICE PROVIDER REFERENCED IN THE FOREGOING PARAGRAPH. A THIRD-PARTY PROVIDER MAY REQUIRE CUSTOMER TO EXECUTE ADDITIONAL CONTRACTUAL DOCUMENTS PRIOR TO THE PERFORMANCE OF SERVICES, WHICH DOCUMENTS MAY MODIFY THE TERMS BETWEEN CUSTOMER AND SUCH THIRD-PARTY PROVIDER AS SET FORTH IN THIS SECTION II.
IN THE EVENT OF A CONFLICT BETWEEN THE STANDARD TERMS AND CONDITIONS IN SECTION I AND THE ADDITIONAL SERVICE TERMS IN SECTION II, THE ADDITIONAL SERVICE TERMS IN SECTION II SHALL PREVAIL FOR THE PERFORMANCE OF SERVICES.
1. LIMITED SERVICES WARRANTY.
ALL SERVICES WILL (i) BE PERFORMED IN A WORKMANLIKE MANNER; (ii) CONFORM TO THE SPECIFICATIONS (IF ANY) PROVIDED BY THE SERVICE PROVIDER IN A STATEMENT OF WORK; AND (iii) BE WARRANTED FOR A PERIOD OF NINETY (90) DAYS AFTER PERFORMANCE OF SERVICES (“LIMITED WARRANTY PERIOD”). IF SERVICES ARE IMPROPERLY PERFORMED AND CUSTOMER NOTIFIES THE SERVICE PROVIDER OF THE IMPROPERLY PERFORMED SERVICE DURING THE LIMITED WARRANTY PERIOD, THEN THE SERVICE PROVIDER WILL RE-PERFORM THOSE SERVICES, IN WHOLE OR IN PART, AS NECESSARY TO CURE THE PARTICULAR BREACH, OR AT THE SERVICE PROVIDER'S SOLE OPTION, REFUND THE AMOUNT PAID BY CUSTOMER FOR THE SERVICES DIRECTLY ATTRIBUTABLE TO THE PARTICULAR BREACH. THE SERVICE PROVIDER'S RE-PERFORMANCE OR REFUND OF AMOUNTS PAID BY CUSTOMER FOR THE SERVICE DIRECTLY ATTRIBUTABLE TO THE PARTICULAR BREACH SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY.
2. WARRANTY DISCLAIMER AND WAIVER FOR SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION II FOR SERVICES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND THE SERVICE PROVIDER DISCLAIMS, AND CUSTOMER WAIVES, ALL OTHER WARRANTIES FOR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. THE WARRANTIES SET FORTH IN THIS SECTION II ARE EXPRESSLY CONDITIONED UPON THE USE OF THE SERVICES FOR THEIR INTENDED PURPOSE AND SHALL NOT APPLY TO SERVICES WHICH HAVE BEEN SUBJECT TO MODIFICATION BY CUSTOMER OR ANY THIRD PARTY.
3. LIMITATION OF LIABILITY.
CITRON SCIENTIFIC AND THIRD-PARTY PROVIDERS EXPRESSLY DISCLAIM ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES IN THE PERFORMANCE OF SERVICES. THE LIABILITY OF CITRON SCIENTIFIC OR ANY THIRD-PARTY PROVIDER PERFORMING SERVICES IN ALL CIRCUMSTANCES IS LIMITED TO, AND SHALL NOT EXCEED, THE PURCHASE PRICE FOR THE PERFORMANCE OF THE PORTION OF SERVICES THAT GIVES RISE TO ANY PARTICULAR LIABILITY.
4. Payment and Credit Terms.
Except as otherwise agreed to by the parties, customer will be invoiced upon completion of services. Payment terms are net thirty (30) days from the date of invoice. All other payment terms are as set forth in Section I.A.4.
5. Termination.
Service Provider or customer may terminate their service agreement at any time and for any reason upon thirty (30) days' written notice to the other party. If terminated by customer, customer shall pay Service Provider an amount equal to the greater of (i) Ten percent (10%) of the total project cost quotation thereto (the “Total Project Cost”), or (ii) an amount equal to the Total Project Cost multiplied by the percentage completion for such project at the time the notice of termination is given, as determined by Service Provider.
6. Indemnity.
Customer shall defend, indemnify and hold harmless Citron Scientific, Third-Party Providers, and their respective officers, directors, employees, subcontractors and agents (each individually, an “Indemnified Party”) from and against any and all any claims, suits, liabilities, damages, settlements, charges, taxes and any other losses or expenses (including reasonable attorneys' fees) (collectively “Liabilities”) for physical injury to, illness or death of, any third party regardless of status and damage to or destruction of any tangible property which the third party may sustain or incur, to the extent such Liabilities relate to the services; except for such Liabilities relating to or arising out of a final judgment of gross negligence or willful misconduct of the Indemnified Party. In any action, suit or proceeding brought against an Indemnified Party by reason of any such claim as specified above, customer shall resist and defend such action, suit or proceeding by counsel of its choice, at the sole expense of customer, provided that (i) the Indemnified Party notifies customer promptly in writing of the claim; (ii) customer's counsel does not give rise to a conflict of interest with respect to the Indemnified Party; (iii) customer has the sole control of the defense and all related settlement negotiation but shall keep the Indemnified Party reasonably informed of status; and (iv) the Indemnified Party provides customer with all reasonably necessary assistance, information, and authority to perform the foregoing at customer's expense.
7. Access to Customer’s Premises.
To the extent access to customer's premises is required, customer shall provide Service Provider Personnel access to customer's premises free of charge as necessary for performance of services supplied by Service Provider. Prior to starting any work at customer's premises, customer will: (i) provide documentation that identifies any existing hazardous materials, or dangerous or potentially dangerous conditions on or about customer's premises; and (ii) allow Service Provider Personnel, at its option, reasonable access to customer's premises to perform or have performed a visual site inspection. Service Provider will have no responsibility or liability for the actual existing conditions; or identifying, correcting or advising customer of existing conditions on customer's premises (“Pre-Existing Conditions”), and customer shall be responsible for and shall indemnify each Service Provider and each of the Service Provider Personnel from and against any Liabilities arising out of or relating to any Pre-Existing Conditions, regardless of whether previously disclosed to any Service Provider or Service Provider Personnel. Customer shall not attempt to condition the right of Service Provider Personnel to obtain free access to customer's premises upon the signing of any agreement, waiver, or release which in any way purports to affect the legal rights or obligations of Service Provider or Service Provider Personnel. If any Service Provider Personnel signs such an agreement, waiver, or release, it shall be of no force and effect.
8. Health and Safety Matters.
Customer shall take all precautions, at all times, for the health and safety of Service Provider Personnel at customer's premises, including but not limited to identifying to Service Provider all hazardous materials or safety or health hazards to which Service Provider Personnel on customer’s premises may be exposed; (i) providing to Service Provider Personnel for review, and instructing Service Provider Personnel regarding customer’s safety practices; and (ii) proper and safe handling of, and protection of, Service Provider Personnel from exposure to hazardous materials or dangerous conditions. Customer agrees to provide Service Provider Personnel with all safety health and other protections required by law for customer’s own employees, including, without limitation, all protections required by federal, state and local laws, standards, regulations, orders and other requirements under OSHA, and similar workplace safety and health statutes and programs.
9. Right to Subcontract.
Customer agrees that the Service Provider may subcontract the performance of services to third parties. Customer authorizes the Service Provider to disclose all information to the subcontractor, including confidential information necessary for such performance of services by the subcontractor.
10. No Third Party Reliance.
Customer acknowledges and agrees that any advice, recommendation, information or work product provided to customer by Service Provider in connection with the services is for the sole use of customer and may not be relied upon by any third party; and customer is prohibited from making such advice, recommendation, information or work product available to any third party without prior written consent from Citron Scientific.
III. ADDITIONAL TERMS AND CONDITIONS RELATED TO EXPORT OF CITRON SCIENTIFICPRODUCTS
IN ADDITION TO THE STANDARD TERMS AND CONDITIONS IN SECTION I, EXPORT SALES OF CITRON SCIENTIFICPRODUCTS WILL BE GOVERNED BY THE FOLLOWING ADDITIONAL TERMS AND CONDITIONS RELATED TO EXPORT OF CITRON SCIENTIFICPRODUCTS (“ADDITIONAL EXPORT TERMS”). IN THE EVENT OF A CONFLICT BETWEEN CITON SCIENTIFICS STANDARD TERMS AND CONDITIONS IN SECTION I AND THE ADDITIONAL EXPORT TERMS IN SECTION III, THE ADDITIONAL TERMS IN SECTION III SHALL PREVAIL FOR EXPORT SALES OF CITRON SCIENTIFICPRODUCTS.
1. Order Acceptance.
Customer acknowledges that no order shall be deemed accepted unless and until it is verified and accepted by Citron Scientific. Customer further consents that submission of its order shall subject customer to the jurisdiction of the courts of the India. and of the State where acceptance occurred in the India.
2. Sales Tax and Duties, Import Fees.
Citron Scientificis required to charge Central, state, local tax, applicable duties, and import fees on products, or for providing a valid exemption certificate. Customer assumes responsibility for, and unconditionally guarantees payment or reimbursement of, all applicable taxes, fees, licenses, import duties, and expenses as may be applicable. When placing an order, customer shall indicate which products are tax exempt.
3. Payment and Credit Terms.
Payment terms are net forty-five (45) days from the date of shipment. All other payment terms are as set forth in Section I.A.4. Customer agrees to inform Citron Scientific immediately if it intends to use any import or export financing, or has or will be granting a lien or security interest on its inventory to any third party.
4. Shipping Charges and Freight Policy.
Title and risk of loss for products shall transfer at the delivery point as determined by the applicable INCOTERMS being utilized for the export sale.
5. Anti-Corruption.
Customer is aware that Citron Scientifics business practices prohibit bribery and corrupt behavior in any form. Customer agrees that it is an independent contractor and it is and shall remain in compliance with all applicable laws that relate to money laundering, terrorism, commercial or official bribery or dealing with government officials. Customer shall not offer or provide anything of value (cash or cash equivalents, gifts, loans, travel, entertainment, or any other similar benefit) either directly or indirectly to any public sector or government official for the purpose of influencing any act or decision in connection with the purchase, transportation, customs clearance and/or resale of the products ordered from Citron Scientific. Customer shall not pay a gratuity, bribe or inducement to any public sector or government official, even if it appears customary or consistent with prevailing business practices.
6. Dispute Resolution.
Actions by Citron Scientific for non-payment by customer of the purchase price of products sold by Citron Scientific, or for redress of other breaches by customer of these terms and conditions may be brought by Citron Scientific, at its option, before any Indian judicial court of competent jurisdiction. At Citron Scientific’s option, disputes between customer and Citron Scientific, including all claims for non-performance by Citron Scientific, shall be finally settled by arbitration in Hyderabad, India only, in accordance with the relevant Commercial Arbitration Rules. The language of the arbitration shall be English.
9. Country of Importation and Anti-diversion.
Customer represents that it is purchasing products from Citron Scientific. and importing them to the country specified in the customer and Citron Scientific documentation. Customer agrees that the products will be shipped to the specified destination in compliance with the laws of such destination and India., and that the products will not be directly or indirectly sold, exported, transferred, assigned, used, or otherwise disposed of in a manner which may result in any non-compliance with applicable Indian laws and regulations relating to the product purchased by customer.
10. Permits, Export, and Import Licenses.
Customer shall be responsible for obtaining any licenses or other official authorizations that may be required by the country of importation and/or under the Export Administration Regulations, International Traffic in Arms Regulations, Toxic Substances Control Act, or other applicable laws or regulations.
11. Governing Law; Limitations.
The rights and obligations of the parties under these terms and conditions shall not be governed by the provisions of the 1980 United Nations Convention of Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods. Rather, these terms and conditions shall be governed by the Indian laws, including its provisions of the Uniform Commercial Code, but excluding its conflict of law rules. Notwithstanding the foregoing, any legal action by customer with respect to any transaction must be commenced within one (1) year after the cause of action has arisen.
