Terms of Sale
Last update December 11, 2018
Company Name: SEALED ENERGY SYSTEMS
Registered Brand: SES®
MSME Reg. No. 050110907
GST (Goods and Service Tax) Reg. No.: 06ABTPG1737E1ZQ
Registered address: Plot No. 72, HSIDC Industrial Estate, Ambala Cantt-133006, Haryana, India.
Telephone: (+91) 171-2699054
Fax: (+91) 171-2699389
From Monday to Saturday
From 9:00am to 6:00pm
Closed Sunday, bank holidays and Indian national holidays.
1. APPLICATION FIELDS: SALES TO PROFESSIONALS
These are general terms and conditions of sales apply to all supplies concluded by SES® with professional buyers. Clients who have a valid account with SES® at the Site and ledger books. They are known for being familiar to, and accepted by, the buyer.
As a result, unless otherwise stipulated, placing an order implies that the purchaser (also termed as ‘Client’) accepts these general terms and conditions of sale fully and without hesitation, regardless of any other documents such as samples, photos, brochures, catalogues or other, sent by the vendor (also termed as ‘SES®’) and which are for information purpose only.
Unless formally accepted in writing by the vendor, no special condition may prevail over the General Conditions of Sale. Any other condition invoked by the buyer, unless expressly accepted in writing by the vendor, is thus inapplicable to the vendor, regardless of when the said condition arises.
The Conditions of Sale of the supplier SES® take precedence over those of the client.
The fact that the vendor does not cite one of these Conditions at a given time may not be interpreted as a waiver of the right to cite it later.
A. In India
Every order implies the purchaser's unreserved acceptance of these Conditions of Sale.
Orders are subject to Indian law. Contractual information and the products offered for sale comply with Indian regulations. Where appropriate, it is the responsibility of the foreign client to check with local authorities as to the possibilities of usage of the product they wish to order.
SES® is not responsible in the event of non-compliance with the legislation of the country where products are delivered.
In case of a dispute, Indian tribunals will have sole jurisdiction. For any litigation involving SES® against any other company, the Customs, Excise and Service Tax Appellate Tribunal (CESTAT) or the Appellate Tribunal for Foreign Exchange, also known as the FEMA Tribunal, is the Indian Tribunal for violations of its Foreign Exchange Laws will be the sole jurisdiction to adjudicate.
C. Presentation of products
The features of the products offered for sale are elaborately described on the Internet site https://www.medical.sesbatteries.co (hereafter called "the Site"). The photographs on the Site are for reference and hence do not fall in the scope of the contract. Features, dimensions, weight, photos, etc., mentioned in the catalogue and the product specification sheets are for information purposes only. SES® reserve the right to make any modifications find appropriate, even after receipt of order, without, however, changing the basic specifications like voltage, rating, dimensions and weight. SES® cannot be held responsible if errors occur.
Orders can be sent to SES® via the post, fax, email or telephone. Orders once placed are not cancelable under any condition.
The Minimum Amount of Order Value (refer as MAOV) for a within India Client’s is set at Rs.1000.00 Indian National Rupees (INR) before taxes (IGST/ SGST+CGST). Orders less than this amount will not be accepted. However, Client can negotiate MAOV terms with sales representative. Execution of order is sole discretion of officer handing the sales query.
Minimum Amount of Order Value (MAOV) for abroad clients is equivalent to $300.00 United States of American Dollars (USD). Taxes (means CST) is not levied on export orders. However, corresponding bank transaction charges of $50.00 are applicable on any order value less than $1000.00
Orders will not be final, even when they have been taken by the vendor’s agents or employees, until they have been confirmed in writing.
A. Temporary unavailability of a product
If a product is temporarily unavailable, the client will be informed of this unavailability as soon as possible by email, telephone or post.
B. Permanent unavailability of a product
If a product is permanently unavailable, and if we cannot propose a product of similar quality and price, you can modify or cancel your order. SES® reserves the right to cancel the order after informing the client. Under these circumstances’ SES® compensate the transection amount, if already made by client in advance, deducting a bank transfer fee of $50.00. SES® is not responsible for any compensation or damages.
3. ORDER MODIFICATION
Any order modifications requested by the client are subject to prior agreement from SES® and will only be taken into account after written confirmation of the modification.
Any orders requiring specific supplies will be considered firm and final unless prior approval is given by the vendor.
Any modifications requested by the client may extend the deadlines timetable or result in additional invoicing, and the client cannot claim non-compliance with the initial conditions.
Prices are quoted in Indian Rupees for within India clients.
Unless otherwise stipulated, prices are net, transport is not included, and excluding tax on the basis of prices. Vendor provides a Proforma Invoice/ Quotation to clients mentioning the break-up between net price, taxes and transport (if charged separately). CST shall be charged on all the orders as per applicable rate of taxes and rules under Chapter 85 at the time of invoicing. Rate of tax on transport is levied as per prevailing rate of tax on battery or charger, whichever is higher.
Export invoices/ quotations are made in USD. Any tax, any duty, any right or other benefit payable under Indian government regulations, or those of an importing or a transit country will be paid by the buyer.
SES® reserves the right to modify its prices at any time. The products ordered are invoiced at the price in effect at the time the quotation was recorded. The validity of any quotation or proforma stands for 30 days from date quotation/ PI.
CST applies to all orders placed on the SES® site. Only outside India orders which are to be shipped out of country and payment for the same received in USD to our communicated USD account shall be exempted from CST. Customs duties as well as any fees and taxes remain the entire responsibility of the client. Clients from countries outside the India can also contact us on firstname.lastname@example.org
5. PAYMENT CONDITIONS
A. Online Payments, on account opening
The payment for online orders can be made on the day of the order, for an account opening. The mode of payment can be online payment gate – bank transfer, Debit Card, Credit Card or Paytm etc.
B. Offline Payments, after account opening
In case, client don’t want to make online payments, our invoices can be paid by cheque, wire transfer, bank draft. Vendor provides Proforma Invoice to his clients and an advance payment need to be made by client to initiate the commerce. On mutual agreement between the parties – credit facility on 50% of Invoice value against a post-dated Cheque excluding CST can be availed by client not exceeding 30 days from the invoice issue date.
Failure or delay in honouring, even in part, one of any agreed payment dates, will make all outstanding amounts payable, and will lead to the immediate suspension of other deliveries, without further notice.
Any delays or failure to pay will result in forfeiture of the agreed terms, and renders all other outstanding amounts to SES® immediately payable, regardless of the order in question. In accordance with the law, a late payment penalty, equal to three times the legal rate of interest in force at the time of the due date, will be added to the amount of the unpaid invoice. Late payment penalties are payable without the need for any reminder.
Any invoice recovered by legal services will be increased by a non-reducible penalty, as per Order 37 of Civil Procedure Code or and other remedies under section 138 of Negotiable Instruments Act, Section 55 in The Sale of Goods Act, 1930, by a fixed indemnity of 15% of the recoverable due amounts. If recovery is made by legal proceedings, the vendor reserves the right to recover from the client his full legal fees incurred in the process.
Remedies under criminal law
Section 406 covers criminal breach of trust under the Indian Penal Code: Under Section 406 of the Indian Penal Code. Seller can file a suit for breach of trust. “Punishment for criminal breach of trust. - Whoever commits criminal breach of trust shall be punished with imprisonment of either description for a term which may extend to three years, or with fine, or with both”. Punishment is given to the person who breaches the trust.
Section 417 of Indian Penal Code: This section deals with the cheating. Cheating can be in any sense between seller and buyer or between any two people. Punishment for cheating-Whoever cheats shall be punished with imprisonment of either description for a term which may extend to one year, or with fine, or with both”.
Section 420 of Indian Penal Code: This section gives relief to the person who is being cheated by someone. This section also includes cheating same as section 417. This section can be one provision on which seller can take action for non-payment from the customer.
SES® reserves the right to pursue remedies under criminal law.
6. DELIVERY AND TRANSPORTATION
A. Delivery times
Lead delivery times shall commence from the date of placing the order along with receipt of payment in full to sellers account. ‘Zero date’ of order placed is counted from the date of receipt of due payment in full, inclusive of taxes and transport (if applicable). These times are given as guidelines without obligation. Thus, any delay cannot justify cancellation of the order, nor give rise to a fine or penalty. For the client, pushing forward the delivery dates initially foreseen does not modify invoicing under the set conditions and dates.
In case of failure to deliver within 30 days from the date of placing the order, the client will be informed as soon as possible, by email, fax or letter, of the inability to deliver. The order will then be considered cancelled and any payments that may have been made, by whatever means, will be reimbursed by cheque made out in Indian Rupees, within a maximum period of thirty days.
Delivery is said to be effective from the time the client receives the goods. Under all circumstances, the goods travel under the responsibility of the sender, who is liable for damage to the goods as well as any caused to third parties.
The goods are not insured unless under express instructions from, and at the cost of, the buyer. It is the responsibility of the buyer, at the time of taking delivery, to carry out all inspections, to voice any reservations and, if necessary and within the permitted timeframe, take actions against the carrier (extract: Carriers Act, 1865 - Sections 9) Confirmation to the carrier within three working days, by registered letter, of any claim, damage or dispute."
Within the same time period, the client will keep the vendor informed of his actions. The forwarding of packages is at the cost of the buyer. A contribution to processing fees will be payable in the following cases:
All packages sent, not claimed by the buyer and returned by the carrier to SES®
All packages forwarded due to incorrect entry of details or due to an error in the order, attributable to the buyer, can be forwarded against a contribution from the buyer
7. RETENTION OF TITLE
In accordance with Romalpa clause or and Indian Central Government Act of The Sale of Goods Act, 1930, goods sold by SES® remain its legal property until full and final payment is made of the agreed price.
Until such time, the delivered goods will be considered to be on deposit and the buyer accepts all liability for any damage these goods may suffer or cause under any and all circumstances. Until full payment is made, the goods cannot be resold without the prior consent of SES®.
Notwithstanding any provision contrary to the present contract, if the buyer breaches any payment deadline, the vendor, without prejudice to its other rights, can demand, by ordinary registered letter, the return of the goods at the cost of the buyer, until such time as the buyer has discharged all obligations.
All complaints concerning delivered goods must be made in writing within six working days from the time of receiving the goods.
It is for the client to furnish all evidence proving defects and deficiencies reported. The client should allow the vendor all opportunity to verify these defects and remedy them. The client must not intervene or permit any third party to intervene in this way. No complaint will be accepted after this time limit. All return of goods, for whatever reason, will be at the cost and risk of the client.
For any information, query or complaint, the client can contact SES® Customer Services by:
Contact form by clicking here
Letter addressed to SES® Customer Care.
Any product returns must be subject to a formal agreement between the after-sales service and the client. Any returned product without this agreement will be made available to the client and will not give rise to a credit note.
SES® accepts the return of merchandise when it is returned in the following conditions:
- Product properly packaged (no cells/batteries should be left loose)
- Cell / battery terminals are carefully insulated for transport
- Cardboard packing shall be suitable for the weight of the package(s)
- Custom specific assembly can’t be returned where the client has not supplied an assembly diagram at the time of the order.
The client must follow the procedure in effect.
- The return request must be made within fifteen working days after receipt of the item. The client must contact the SES® quality service on 0091-171-2699054. The client will receive by fax or email a number and a non-compliance form concerning the return procedure to be attached to the package.
- All packages must be sent exclusively to SES® RMA Centre, 72 HSIDC Industrial Estate, Ambala Cantt, 133 006 accompanied by the non-compliance form provided by the SES® quality service, a copy of original invoice and client declaration of return of goods on their company letter head or gate-pass.
- The returned equipment must be in a totally unused condition and in its original packaging. The costs of packaging and to and from transport are the responsibility of the buyer.
- Any merchandise returned as a result of a fault on the part of the buyer will result in recovery of the same with a deduction depending on the conditions and deadline of the return for the costs of re-warehousing.
Products delivered by SES® are guaranteed until the guarantee provided to us by the supplier or manufacturer expires. As such, the only guarantee which binds SES® is for simple and straight-forward replacement of products without any other indemnity.
There are two types of guarantee:
A. Manufacturer's guarantee
The period for the manufacturer's guarantee displayed on the product specification sheet starts from the delivery date of the initial order, without renewal of this period in the event of an exchange within this period.
Period of guarantee: at least six months and not less than that agreed to by our suppliers.
The client will be entitled to obtain from SES® the repair or replacement, free of charge, of defective products unless the choice requested is objectively impossible or its cost is clearly disproportionate to other alternatives, taking into account the value of the product, the type of compliance defect and the possibility of alternative solutions that do not significantly inconvenience the consumer.
Where the replacement of the product is impossible or its cost is clearly disproportionate, or where this would result in an unreasonable delay or cause major inconvenience to the client, the latter would be entitled to, in exchange for the product, a total or partial refund.
B. Guarantee against hidden defects
SES® could be held responsible when a defect that is not visible (that is to say, not capable of being detected by a reasonable inspection by the buyer) renders the product unfit for its intended use, or reduces its usefulness to such a degree.
The cost of returning the product is the responsibility of SES®. If the expert assessment carried out by SES® confirms that there was a hidden defect, then the buyer will be reimbursed in full.
The guarantee does not cover obvious defects. The client loses the cover of the guarantee:
For alkaline and/or primary cells
For cosmetic damage
For all damage resulting from use
For all damage caused by accident, misuse, improper use, contact with a liquid
For all damage caused by using the product beyond its prescribed use as described in the technical sheets of the products.
For a product or article that has been modified in such a way that functioning or capacity are altered.
For all serial numbers that have been removed or rendered illegible
For all the damage caused by not limited to fire, flood, act of God, accident and misuse.
For all the damage caused by terminal shorting or external shorting.
The vendor can suspend the legal or conventional guarantees in the event of a delay or total or partial non-payment of the price of the product.
10. FORCE MAJEURE
SES® cannot in any way be held responsible for any shortcomings in its contractual obligations in the event of a force majeure which includes but is not limited to the following events: internal or external industrial action, disasters, delay in our supplies and in general all events that impact and render impossible the normal fulfilling of orders.
The contract is subject to Indian Central Government Act of The Sale of Goods Act, 1930 law.
The District Courts of India shall be the sole and exclusive jurisdiction for all and any disputes relating to the composition and fulfilling of orders.
This clause will also apply in case of summary judgement, incidental claim, plurality of defendants or guarantee claim, and regardless of the methods or means of payment, without any other no clauses assigning jurisdiction which may exist in the client’s documents constituting an obstacle.
Our conditions of sale shall cease to apply if, in a previous order, that buyer has withdrawn from his obligations. This would then be grounds for a refusal of sale, where the buyer fails to provide satisfactory guarantee or payment for the order. In the later case, no reimbursement will be made.