Buyer & Seller Terms of Service

Buyer & Seller General Terms & Conditions Of Sales Agreement

DEFINITIONS: As used in these General Terms and Conditions of Sale, the term “Agreement” means the written Purchase Agreement between Seller and Buyer which refers to and incorporates these General Terms and Conditions of Sale with any appendices or attachments thereto for the supply of the Goods and Services, the term “Goods” shall mean or refer to the digital fixture, software coding, consulting services as part of or any other tangible or digital property sold or offered for sale by Seller as specified in this Agreement, the term “Services” shall mean the labor provided by Seller as specified in this Agreement; the term “Seller” shall mean the entity se Hing or offering such Goods or Services; and the term “Buyer” shall mean the entity to whom such Goods or Services is sold or offered.


PRICE: Unless otherwise stated, all prices are in U.S. Dollars. Labor rates shall be subject to change without notice and shall apply from the time of dispatch until return or dispatch to another job or project type. Added changes on Vision Document will require approval for any additional labor hours.


PAYMENTS: All payments shall be in U.S. Dollars. All invoices shall be payable within terms of agreement and no more than 30 days. Any amounts not paid when due will be subject to interest at the rate of 1-1/2% per month or the highest rate permitted by applicable law, whichever is less. Upon the occurrence of any event, including the completion of any percentage of an order, the Seller mays end interim invoices.


ACCEPTANCE: All Services shall be inspected and accepted as final within (30) days after delivery acceptance day. Failure of Buyer to provide Seller with an itemized list of defects within ten (10) days or to permit Seller a reasonable opportunity to correct any listed defects shall be deemed acceptance of the Services. In the event of multiple projects or extended Services, each individual project shall be separately accepted, and Services shall be periodically inspected and accepted. Buyer expressly waives any right to reject previously Accepted Services Delivered that substantially conform to the specifications relating thereto and any right to revoke acceptance after such thirty (30) day period.


DELAYS: Seller shall have no liability for any failure to deliver the Services to Buyer if such failure arises from causes beyond the reasonable control of Seller, including but not limited to, delays of suppliers, governmental actions, and shortage of materials, labor difficulties, war, or civil insurrection. Seller’s obligations under this Agreement shall be suspended to the extent that performance of such obligations is delayed by any of the foregoing. Any delay related to technical issues by product owner (Zoho) will be added to the total delivery time. All required forms and designs are needed five days before coding starts.


CHANGES: Estimate considers 2-3 revisions per form or design work. Seller reserves the right to change the details of any services provided that such change shall not impair the performance of such service outcome and reasonable agreed process performance.


ADDITIONAL COSTS: In addition to the purchase price, Buyer shall pay Seller any costs incurred because of (a) changes in the Delivered Services or delays in delivery requested by Buyer: (b) delays in delivery arising from Buyer’s failure to provide information, drawings, or materials: or (c) changes in the codes, rules, or regulations applicable to the Goods or Services after the date of quotation by Seller.


CANCELLATION: Orders for Goods or Services may not be cancelled by Buyer after acceptance. Seller shall be entitled to request reasonable assurances that Buyer will accept and pay for any Goods or Services, including but not limited to, requiring payments on account or in advance if there are reasons to believe that Buyer will not accept and pay for Goods or Services when delivered. Should the Seller agree in writing to accept any returns, there will be a 15% of remaining contract project recovery fee to be paid by buyer or $250 admin fee whichever is greater.


LIMITATION OF LIABILITY: Neither Seller nor Buyer shall have any liability to the other for any incidental or consequential damages arising from the sale of Goods or Services or the failure of either party to fully perform any agreement to sell Goods or Services.


ARBITRATION: Any dispute between the parties of this Agreement or any provision thereof, shall, in the first instance be considered by the parties at the senior management level. Accordingly, any dispute referred to above that remains unresolved thirty (30) calendar days after being referred for resolution to the senior management level, shall, at the request of each party, exclusively be referred to and finally settled by arbitration in accordance with Indian Arbitration & Conciliation Act 1996. The place of arbitration shall be held in the city of New Delhi, India, in person or via video-conferencing and the language of the arbitral proceedings shall be English.


BUYER’S EXCLUSIVE REMEDY: The Buyer’s sole and exclusive remedy for breach of warranty, for any act, omission, negligent conduct of

Seller, or for any other cause of action, shall be the attempted repair and/or replacement (at Seller’s option) of any defective part, which after examination by Seller has proven to be defective because of Seller’s defects in workmanship. Re-Design or Replacement will be provided to the Buyer. Failure of Seller to successfully repair any non-conforming software coding shall not cause the Buyer’s exclusive remedy established herein in anyway be expanded.


DELIVERY: Delivery dates are approximate only. Seller shall attempt to make estimates within the time period specified in relevant Agreement. In no event shall Seller be liable for economic, incidental, or anticipated profits, lost profits resulting in the failure of Seller to manufacture and deliver the goods or to deliver goods in conformity with the Agreement.


JURISDICTION: Buyer shall observe and comply with all applicable Indian state, and local laws, codes, and regulations. The exclusive jurisdiction will be courts of New Delhi, India. Buyer shall immediately contact Seller for instructions if Buyer believes any part of this Agreement does not comply or may not comply, with an applicable law, code, or regulation.


HANDLING BUYER’S DATA:  Please refer to


ASSIGNMENT: Buyer shall not assign this contract without the consent of the Seller. BANKRUPTCY: If the Buyer becomes involved in a bankruptcy proceeding or if the Buyer makes an assignment for the benefits of its creditors or if Buyer shall admit in writing its inability to pay its debts as they become due or if Buyer fails to post security, requested by Seller within five (5) days request or if Buyer shall commit any breach of this Agreement then and in all such cases Seller may by notice send to Buyer in writing or by email, to cancel.


ENTIRE AGREEMENT: These Terms and Conditions of Sale constitute the entire agreement of the parties and supersedes all discussions, arrangements, or negotiations, relating to the Goods or Services covered hereby.


DIGITAL SIGNATURE: A Digital or e-signature shall be deemed the same as an original to have same force and effect.