Terms and condition

Conditions of supply

Issue date of Conditions: February 2010

1. Definitions


means the catalogue (in whatever form, whether paper or electronic) of Supplies of the Company current at the date on which the Customer's order is accepted by the Company.


Twintech Control Systems Pvt. Ltd. or its permitted assigns.


means these terms and conditions.


means any contract between the Company and the Customer for the sale and purchase of Supplies.


means the person(s) or company whose order for the Supplies is accepted by the Company.


means any goods supplied or to be supplied by the Company to the Customer.


means any services supplied or to be supplied by the Company to the Customer.


means any Goods or Services.

In writing

includes electronic communications.

2. Prices

Prices for Supplies are in Indian Rupees (INR), exclusive of all central, state or local tax or other governmental charge or assessment relating to the production, sale or shipment of any Supplies, unless expressly provided otherwise, including Sales Tax, Octroi duty, CST, VAT, service tax, education cess and similar, which, if applicable, will be added at the time of dispatch. The Company has used all reasonable endeavors to ensure that prices for Supplies are accurately set out in the Catalogue or otherwise quoted to the Customer but reserves the right to change its prices without notice at any time. Prices charged will be those prevailing when an order is accepted. Where Supplies are to be made in installments (‘Scheduled Delivery’) the price payable for them will be that applicable at the time of dispatch of the first batch of Supplies but, where Scheduled Delivery may continue for a period of 90 days or more, the Company reserves the right to charge the Customer further amounts if the price of the Supplies increases before the end of that period.

3. Payment

Save where credit terms have been agreed in writing in advance, payment is due when the order is placed with the Company without any deductions, withholding or set off. Time for payment is of the essence. If the Customer fails to make payment by the due date then, without prejudice to any other right or remedy, the Company shall be entitled to:

I. Cancel the order or suspend any further deliveries or performance;
II. Appropriate any payment made by the Customer to such of the Supplies (or the Supplies made under any other contract) as the Company may think fit; and
III. Charge interest (both before and after any judgment) on the amount unpaid at the rate of 18% per annum above the base rate from time to time of HDFC Bank Ltd. until payment is made in full.
If legal action is taken to recover monies due to the Company then the Company reserves the right to charge the Customer an administration fee to cover all and any costs incurred.

4. Orders

The Company reserves the right to accept or reject any request or offer to trade with any company or person, without providing any reason. Although enquiries may be made by phone, all orders must be placed in writing, including by email or fax. Once accepted, no order may be cancelled without the prior written agreement of a director of the Company. Without limiting the generality of this, orders for Goods which are not in catalogue, non stock items and items specified to be non-cancelable or non-returnable at the time of quotation may not be cancelled. Orders for Goods are usually accepted by the Company by the dispatch of the Goods from the warehouse of its associated company. However, that dispatch will not be acceptance where the price for the Supplies has been incorrectly quoted or referenced by the Customer in its order.

5. Delivery

Delivery will be made to the address specified by the Customer. The Company may use any method of delivery available to it. All delivery dates and times given are estimates. The Company will use reasonable endeavors to meet delivery and/or performance estimates. In no circumstances shall it be liable to compensate the Customer for non-delivery, non-performance or late delivery or performance. Time for delivery and/or performance will not be of the essence. The Company reserves the right to delay dispatch for a number of reasons, including to perform any necessary credit checks or procedures or to ensure that payment has been received in cleared funds in full. Where dispatch is delayed for such reasons the Company will use reasonable endeavors to inform the Customer.

6. Returns

Only defective material or defective goods are returnable, otherwise no goods are returnable. Customer needs to send a detailed report of the defect with photographic evidence in case of defects. Any modifications done to the goods are not eligible for replacement or return. Defective material due to shipping needs to be notified as quickly as possible to the Company or even to the courier agency.

7. Risk and ownership

Save where the Customer arranges delivery of the Goods from the Company, the risk of damage to or loss of Goods will pass to the Customer when the Goods are unloaded from the Company’s carriers at the Customer’s premises. Where the Customer arranges delivery risk in the Goods will pass to the Customer on the Customer or its carrier being available for collection from customs in India. Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due from the Customer to the Company on any account whatsoever. Until ownership passes to the Customer, the Customer must hold the Goods on a fiduciary basis as the Company’s bail. If payment is not received in full by the due date, or the Customer passes a resolution for winding up or a court shall make an order to that effect, or a receiver or administrator is appointed over any assets or the undertaking of the Customer or an execution or distress is levied against the Customer, the Company shall be entitled, without previous notice, to retake possession of the Goods and for that purpose to enter upon any premises occupied or owned by the Customer. The catalogue remains at all times the sole and exclusive property of the Company.

8. Warranty/Guarantee

We offer 1 year warranty on the goods purchased from the date of invoice. Material is tested and quality checked thoroughly before dispatch. Products are exhaustively tested before dispatch, for all parameters mentioned in the specifications. All the components used are of reliable quality. In the event of failure, during twelve months from the date of dispatch by us, the instrument will be repaired free of charge provided that

• The Goods have been used within their mechanical, electrical and environmental ratings as specified by the Company.
• This guarantee shall not apply to any instruments that have been :-
(i) Repaired, worked on, or altered by persons unauthorized by the Company.
(ii) Subjected to misuses, negligence, or accident.
(iii) Connected, installed, adjusted or used otherwise than in accordance with the instruction furnished by the Company.
(iv) Breakage of fragile pan like LED, pressure gauge, fuses, bulbs, LED holders, potentiometers etc. is not covered under warranty.
The goods are to be returned to our works, carriage paid. No responsibility can be accepted for any consequential damage.

9. Exclusion of liability

Except as provided in Conditions 8 (Inspection, defects and non delivery), 12 (Performance and fitness for purpose), and 13 (Warranty/Guarantee), the Company will be under no liability to the Customer whatsoever (whether in contract, tort, (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct or indirect or consequential loss (all of which terms include, without limitation, pure economic loss, loss of profits, loss of business, loss of use, loss of data, computer downtime, depletion of goodwill, business interruption, increased purchasing or manufacturing costs, loss of opportunity, loss of contracts and like loss) howsoever caused or arising out of or in connection with:

And the Company hereby excludes to the fullest extent permissible at law all conditions, warranties and stipulations, express (other than those set out in these Conditions or given in accordance with Condition 12) or implied, statutory, customary or otherwise which but for such exclusion, would or might subsist in favor of the Customer. The Company’s total liability in contract, tort, (including negligence), breach of statutory duty, misrepresentation or otherwise shall be limited to repairing or replacing Goods or in the case of Services, re-performing the Services or, at the Company’s option, refunding monies already paid in respect of the Supplies.

10. Intellectual property rights

The Supplies may be subject to the intellectual and industrial property rights including patents, know-how, trademarks, copyright, design rights utility rights, database rights and or other rights of third parties. No right or license is granted to the Customer, except the right to use the Supplies or re-sell the Goods in the Customer’s ordinary course of business. The Company shall have no liability whatsoever in the event of any claim of infringement of any such rights howsoever arising The Company owns full copyright in respect of the Catalogue and its reproduction in whole or part is prohibited without the Company’s prior written consent.

11. Export

Where Goods are to be shipped on from India, the Customer is responsible at its own expense for obtaining any license and complying with any export regulations in force within India and in the country for which the Goods are destined. Certain Goods manufactured in, originating from or imported through the United States of America are subject to specific restrictions. With respect to goods manufactured in, originating from or imported through the United States, the Customer agrees to comply with all applicable export laws, restrictions and regulations of the United States or foreign agencies or authorities and shall not import, export or transfer for the purpose of re-export, any product to any prohibited or embargoed country or to any denied, blocked, or designated person or entity as mentioned in any such U.S. or foreign law or regulation. The Customer represents and warrants that it is not on the Denied Persons, Specially Designated Nationals or Debarred Persons List and is not otherwise prohibited by law from purchasing the Supplies. The Company reserves the right not to supply certain customers or countries and to require from the Customer full details of the end use and final destination of the Goods.

12. Prohibited applications

The Goods are not designed, authorized or warranted to be suitable for:

i. implantation in the body or for use in life support equipment, other medical equipment or in any application or system for any other purpose where the failure or malfunction of the Goods could reasonably be expected to result in personal injury, death, severe property or environmental damage; or
ii. Use in military, air craft or space applications. Use or inclusion of the Company’s Goods in any such equipment, system or applications is strictly prohibited and any such use will be at the Customer’s own risk. The Customer will indemnify the Company and its suppliers against any and all liability and expense (including costs) resulting from any such inclusion or use.

13. Force majeure

The Company shall not be liable to the Customer in any manner or be deemed to be in breach of these Conditions because of any delay in performing or any failure to perform any of the Company’s obligations under these Contract if the delay or failure was due to any cause beyond the Company’s reasonable control (which shall include, but not be limited to government actions, war, fire, explosion, flood, import or export regulations or embargoes, labor disputes or inability to obtain or a delay in obtaining supplies of Goods or labor). The Company may, at its option, delay the performance of, or cancel the whole or any part of a Contract.

14. Legal construction

All Contracts shall be governed by and interpreted in accordance with the laws of India and the Customer submits to the jurisdiction of the courts at Pune, Maharashtra, but the Company may enforce such Contract in any court of competent jurisdiction.

15. General

Any provision of these Conditions of Supply which is held by any competent authority to be invalid, void, void able, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, void ness, void ability, unenforceability or unreasonableness be deemed severable and the other provisions of these Conditions of Supply and the remainder of such provision shall not be affected. Failure by the Company to enforce or partially enforce any provision of these Conditions of Supply will not be constrained as a waiver of any rights under these Conditions of Supply. The Company shall be entitled, without the consent of or notice to the Customer, to assign the benefit, subject to the burden, of these Conditions and/or any Contract to any company in its group of companies at any time.

These conditions supersede all previous issues.