Terms

Terms of Conditions – Customer’s Purchase Order Conditions (CPOC)

For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Shreejee Electronics Pvt. Ltd. (“Shreejee Electronics”), and the CUSTOMER (herein referred to as the “Buyer”) hereby agree as follows:

Purchase Orders

References to “Purchase Order” herein shall mean any document negotiated and executed by Shreejee Electronics and Buyer (collectively, the “Parties”) for the purchase and sale of “Products” and/or “Services”.

The receipt by Shreejee Electronics of a purchase order in any form from the buyer shall be deemed to be the buyer’s acknowledgment and acceptance of the terms and conditions of the purchase order referenced herein (the “terms and conditions”). All other terms or conditions contained in the Buyer’s form of Purchase Order shall not apply to any agreement between Shreejee Electronics and Buyer unless otherwise agreed to in writing by Shreejee Electronics. These Terms and Conditions and all such Purchase Orders to be negotiated and executed between the Parties are referred to herein collectively as the “Purchase Agreement”.

Blanket Orders And Letters Of Intent

Blanket Orders (Purchase Orders with multiple releases) and/or Letters of Intent executed between Shreejee Electronics and Buyer shall be in effect for a maximum of eight (8) months from the date of the agreement between the Parties in respect thereof. Buyer acknowledges that Shreejee Electronics may terminate or amend the terms and conditions of a blanket order or a letter of intent (including, without limitation, the pricing in respect thereof) upon the expiry of such an eight-month period. See also “Cancellation”, below.

Shreejee Electronics reserves the right to increase pricing during the term of a blanket order and/or letter of intent in the event of market commodity increases for copper, steel or other key input factors. These increases would be supported by published commodity data from a third party.

Holding Inventory

Where Shreejee Electronics agrees to hold inventory of finished parts as a courtesy or in any other way for an Order (including Safety Stock or KanBan), such parts held in inventory for longer than 10 weeks will be shipped and/or invoiced to the Buyer.

Where Raw Materials are purchased and received as a courtesy on behalf of Buyer for Orders, the material(s) will be held for a maximum period of 4 months after which they will be invoiced to the Buyer.

Confirmation Process

Upon written confirmation of acceptance by Shreejee Electronics of the Buyer’s Purchase Order, Shreejee Electronics shall provide the Products and/or Services described in that Purchase Order in accordance with this Purchase Agreement. The Buyer acknowledges that Shreejee Electronics has no obligation to fulfill the Purchase Order until the Buyer receives said written confirmation from Shreejee Electronics.

Terms of Payment

Advance payment of the purchase order value either full or in-part therein agreed upon. No other payment terms apply unless specifically agreed to in writing by Shreejee Electronics. A minimum of 2% per month (24% per annum) will be charged on overdue accounts. Shreejee Electronics reserves the right to amend payment terms depending on payment performance and/or credit worthiness.

Shipping Terms

• Ex Works (EXW) Shreejee Electronics reserves the right to supply reasonable quantities either more than, or short of the quantities ordered, not to exceed 2%.
• Taxes and Foreign Customs Duty. Prices are exclusive of Taxes of any kind as well as Duties or Brokerage Fees.
• Freight. Prices are exclusive of all Freight Charges. All shipments will be made FREIGHT COLLECT unless otherwise agreed to in writing. Buyer is responsible for payment of all charges and after-charges related to orders that are to be shipped Freight – Prepaid and Charge.

Buyer is responsible for payment of all charges and after-charges related to orders that are to be shipped Freight – Prepaid and Charge.

Cancellation

All orders/parts are Non-cancellable, Non-returnable. Cancellation or postponement of an order or a release may be considered if it is requested in writing no less than 2 weeks prior to the agreed-upon shipment date. Otherwise, the Purchase Agreement stands and the full selling price will be invoiced. The cancellation of parts that meet the above condition will result in a charge equal to the cost of the material purchased or committed to by Shreejee Electronics plus any direct labor as well as the indirect and administrative costs incurred. Any quantities of parts ordered but not released or shipped at the end of this Purchase Agreement (e.g. under Blanket Orders or Letters of Intent) will be shipped and invoiced to the Buyer. If this is not possible the remaining sum will be treated as canceled and this clause will apply.

Termination

This Purchase Agreement shall terminate immediately and automatically if either party enters or is placed into receivership, is petitioned into bankruptcy or ceases to carry on business. Notwithstanding the foregoing, the contractual obligations owing at the time of such termination as between the Parties in respect of receivables and inventories shall continue upon termination of this Purchase Agreement.

Limited Liability

Liability Extends Only to the Purchase Price of the Parts. The total cumulative collective liability of Shreejee Electronics, its employees, officers, directors, representatives and agents (hereinafter collectively called the “Group”) under or for breach of this Purchase Agreement (or provision of Products or Services in any other manner) for costs, losses or damages from all claims, actions or suits, howsoever caused or arising relating to Products or Services provided under the Purchase Agreement, shall not exceed the aggregate amounts paid by Buyer to Shreejee Electronics during the six (6) months preceding the accrual of such damage or loss.

In no event, whether as a result of a breach of contract, warranty, tort (including without restriction negligence) or otherwise shall the Group or any members or member thereof be liable for any indirect, special, punitive, consequential or incidental damages or loss of profits, loss of use, or loss of data howsoever caused or arising, regardless of the form of action, whether in contract, tort (including negligence), strict liability, product liability or otherwise, even if Shreejee Electronics individually has been advised of the possibility of such damage or loss.

In no event will Shreejee Electronics be liable for costs of procurement of substitute products. The foregoing limitations of liability shall not apply to damages for personal injury or death caused by the negligence of the Group or any members or member thereof while on the premises of Buyer for the purposes of providing services pursuant to this Purchase Agreement.

Severability

Each covenant and provision contained in this Purchase Agreement shall be severable, separate and distinct and the unenforceability in whole or in part of any covenant or provision hereof shall be deemed not to affect or impair the validity or enforceability of any other covenant or provision hereof.

Survivorship

This Purchase Agreement shall endure to the benefit of, and shall be binding upon, each of the Parties hereto and their respective heirs, executors, administrators, legal personal representatives, successors and assigns.

Force Majeure

Neither party shall be liable for delay or failure to perform its obligations hereunder (except for payment of sums due by one party to another under this Purchase Agreement) to the extent caused by an event beyond the reasonable control of such party, including, but not limited to, acts of God, acts of war, warlike hostilities, riot, fire, flood, epidemic, or other disaster, acts of government, strike, lockout, communication line, power failure or any other similar cause or causes, provided that such Party promptly notifies the other in writing or otherwise of such occurrence and makes its best efforts to promptly eliminate the effect thereof.

Governing Law

This Purchase Agreement shall be governed by and construed in accordance with the domestic laws of the state of Delhi and applicable Indian Central Government laws. Jurisdiction and venue of any dispute or legal action brought by either party arising out of or relating to the Purchase Agreement, the Products or Services or the commercial relationship between the Parties shall lie exclusively in, or be transferred to the Courts of the New Delhi Jurisdiction. The Parties hereby submit, consent and agree not to contest such jurisdiction and venue.

The United Nations Convention on Contracts for the International Sale of Goods shall not apply to any transactions under this Purchase Agreement.

Entire Agreement

The Purchase Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Purchase Agreement and completely supersedes and negates any other related prior or contemporaneous representations, understandings, agreements, negotiations and discussions between the Parties, whether oral or written. There are no conditions, warranties, representations or other agreements between the Parties in connection with the subject matter of this Purchase Agreement (whether oral or written, express or implied, statutory or otherwise) except as specifically set out in this Purchase Agreement. This Purchase Agreement may be altered, amended or modified only by another written instrument, dated and signed by the Parties and by no other means. Any such amendments, if permissible under the terms of this Purchase Agreement, may be executed and delivered by facsimile transmission and each of the parties hereto may rely on such facsimile signature as though such facsimile signature were an original signature. Both Parties hereby waive the future right to claim, contend or assert that this Purchase Agreement was modified, cancelled, superseded or changed at any time and in any respect by any other means, including but not limited to an oral agreement, course of conduct or by estoppel. Other than the provisions of this Purchase Agreement relating to Product or Service price and discount, this Purchase Agreement shall be deemed to apply to all sales of Products or Services by Shreejee Electronics to the Buyer. Shreejee Electronics will only ship ordered Products pursuant to a Purchase Order once in possession of a duly executed hard copy of the Purchase Agreement and a Purchase Order received from the Buyer.

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