STANDARD TERMS AND CONDITIONS OF SALE
These terms and conditions govern the sale of SMA Inverters and/or accessories and Services (herein after referred to as “Product and Services “or “Product “or “Services”) by Team Blau Group Lanka Private Limited and its affiliates (herein after referred to as “TBGL”) as well as by third party vendors and/or service providers of TBGL. The purchaser/customer (herein after referred to as the “Buyer”) who will purchase the Product/s and Services from TBGL will be the other party to this Agreement.
These terms and conditions (herein after referred to as “Agreement”) take precedence over Buyer’s supplemental or conflicting terms and conditions to which notice of objection is hereby given. Neither TBGL’s commencement of performance or delivery shall be deemed or construed as acceptance of Buyer’s supplemental or conflicting terms and conditions. TBGL’s failure to object to conflicting or additional terms will not change or add to the terms of this Agreement. Buyer’s acceptance of the Product/s and/or Services from TBGL shall be deemed to constitute acceptance of the terms and conditions contained herein.
- Purchase Orders:
All Purchase Orders placed by the Buyer are subject to acceptance and shall be issued a Purchase Order acknowledgement (herein after referred to as “Purchase Order Acknowledgement”)once duly accepted by TBGL. Purchase Orders may not be cancelled or rescheduled without TBGL’s prior written consent. All Purchase Orders must identify the products, unit quantities, part numbers, applicable prices and requested delivery dates of the Product/s being purchased. Unless otherwise agreed, all materials will be shipped as per the availability of the purchased Product/Services in Sri Lanka or that which may be needed to be imported and supplied at which time the estimated time of delivery will be informed to the Buyer. TBGL may in its sole discretion allocate Product/s to Purchase Orders that have been received with no compulsion to delivery based on any criteria that may be expected by the Buyer as TBGL may deem fit to deliver at its own discretion. TBGL is responsible however to deliver within the promised date if the ability to do so is within TBGL control.
TBGL may classify certain Product/s and Services as non-cancelable, non- returnable (herein after referred as “NCNR”) and the sale of such Product/s shall be subject to any special terms and conditions contained in TBGL’s Purchase Order Acknowledgement or NCNR Letter and/or invoice or proforma invoice, which shall prevail and supersede any inconsistent terms and conditions contained herein or elsewhere.
The purchase prices of the Products (herein after the “Product/s Purchase Price/s”) shall be specified on the invoice and on the understanding that the Buyer shall collect the Product from TBGL office premises.
The Product Purchase Price of undelivered Products may be increased in the event of an increase in Taxes, cost, fluctuation of exchange rates more than 5%, change in market conditions or any other causes beyond TBGL’s reasonable control and shall be duly informed to the Buyer. Product Purchase Price quotations shall automatically expire in Thirty (30) days from the date of issue, or as otherwise stated in the quotation.
A delivery requests of the Buyer maybe considered and arranged subject to the distance from the TBGL office premises to the Buyer’s specified address with an additional cost which shall be notified to the Buyer and shall become payable by the Buyer in advance of the expected delivery. When applicable, transportation and all Government Levies (herein after referred to as “Taxes”) shall appear as separate items on TBGL invoice.
Unless otherwise agreed to in writing by TBGL, all Product Purchase Prices quoted will be inclusive of Taxes and duty payable at point of import. TBGL reserves the right to charge and collect any Tax which may become applicable after invoicing has been done. By entering in to this Agreement, the Buyer consents to settle such Taxes which may become applicable after invoicing.
Buyer agrees to indemnify and hold TBGL harmless for any liability for tax the Buyer may be liable for in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon.
- Payment Terms:
Payment may be made by check, money order, credit/debit card, direct bank deposit, PayPal or wire transfer (all applicable fees relating to any such transfer shall be borne by the Buyer). A surcharge for credit/debit card sales may be charged to the Buyer.
The Buyer must inform in advance the preferred payment method in order that TBGL may quote/invoice the appropriate charges that be applicable based on the payment method chosen.
Where TBGL has extended credit to Buyer, payment shall fall due thirty (30) days from date of invoice, without offset or deduction unless otherwise noted. In the event of an unsettled invoice, TBGL may impose interest at the rate of one and a half percent [1.5%] per month. If Buyer fails to make each payment when it is due, TBGL reserves the right to change or withdraw credit and thereby suspend or cancel performance under any or all Purchase Orders or agreements in which TBGL has extended credit to Buyer. TBGL also reserves the right to insist on a cheque being issued by the Buyer for the total value of the invoice which will only be presented to the bank after the agreed credit terms.
In the event of default by Buyer, TBGL shall be entitled to costs, fees, and expenses, including but not limited to recovery of attorney fees, court costs and fees, and collections costs.
- Delivery and Title:
Issuing of Product/s will be on the basis that the customer shall collect the same from TBGL Office premises.
Title and risk of loss pass to the Buyer upon handover or delivery as the case maybe and acceptance of the Product by the Buyer in good condition. TBGL’s delivery dates are estimates only and TBGL is not liable for delays in delivery or for failure to perform due to causes beyond the reasonable control of the TBGL, nor shall the carrier be deemed an agent of TBGL. A delayed delivery of any part of a Purchase Order does not entitle Buyer to cancel other deliveries
- Returns, Refunds and Exchanges:
Only Products sold, imported and delivered by TBGL shall be considered for return to TBGL. The Buyer, by requesting the return of products to TBGL, certifies that the Products were purchased from TBGL and there has been no substitution of the Product from another supplier, distributor or other source of the product. Any return must be in the original packaging and in unused condition except if approved for failure analysis/warranty evaluation by a TBGL trained engineer via a Return Material Authorization (RMA).
Any Product/s produced for exchange must be in new condition and in the original packaging. Exchanges must be requested within 30 days of ship date and can only be returned for the reasons of;
- Wrong product delivered as against the Invoiced item
- Incompatible product or accessories
- Damaged or broken at time of delivery.
Defective Product/s may be exchanged/returned for the same Product/s. Product/s purchased from TBGL that have been used will only be accepted within the conditions of the Warranty.
c. Non-Cancelable and Non-Returnable Product/s:
Unless otherwise specified and agreed in writing, Product/s are Non-cancelable and Non-Returnable. Web orders will be acknowledged by TBGL with all relevant information and conditions specified as per this Agreement.
d. Return Freight / Repair Charges:
In the event the damage of the Product/s is deemed not a factory defect and the defect may have been caused due to faulty installation and or used inappropriately rendering the warranty void, TBGL reserves the right to charge from the Buyer transport and repair costs including any duty or taxes that may be levied in the event the Warranty requires the Product being sent back to SMA Sunbelt GmbH (herein after referred to as the “Manufacturer”).
No refund will be entertained under any circumstance. Once the Purchase Order is received and payment is made, no cancellation or refund will be accepted.
- Limited Warranty:
The Products shall be sold with an inclusive Warranty of Five (5) years from the date of handover or delivery of Product to the Buyer unless otherwise agreed to by TBGL in writing subject to the terms and conditions instructed by the Manufacturer. In the event the Buyer wishes an extended Warranty, TBGL shall have the sole discretion to extend the Warranty at an additional charge subject to the Product model and duration of Warranty so requested by the Buyer.
TBGL will transfer to Buyer any Product Warranties and indemnities authorized by the Manufacturer, including any transferable Warranties and indemnities for intellectual property infringement. TBGL warrants to the Buyer that Products purchased hereunder will conform to the Manufacturer’s specifications for such Products and that any value- added work performed by TBGL on such Products will conform to applicable Buyer’s specifications. If TBGL breaches this Warranty, Buyer’s remedy is limited to either (at TBGL’s discretion) (1) refund of Buyer’s Product Purchase Price for such Product/s (without interest), (2) repair of such Product/s, or (3) replacement of such Product/s; provided that such Product/s must be returned to TBGL, along with acceptable evidence of purchase, within Twenty (20) days from date of delivery. No Warranty will apply if the Product has been subject to misuse, static discharge, neglect, accident or modification, or has been soldered. Installation of Product/s must conform to the Manufacturers guidelines and must be validated by TBGL’s representative Engineer to confirm that the installation meets the standards and specification applicable to uphold the Warranty.
SAVE AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL IMPLIED WARRANTIES, TERMS AND CONDITIONS (WHETHER STATUTORY OR OTHERWISE) ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. IN PARTICULAR, TBGL MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OTHER THAN THAT WHICH ISNSPECIFIED BY TBGL, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS AND WARRANTIES AGAINST LATENT DEFECTS.
- Limitation of Liabilities:
BUYER SHALL NOT BE ENTITLED TO, AND TBGL SHALL NOT BE LIABLE FOR, LOSS OF PROFITS OR REVENUE, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEADS, BUSINESS INTERRUPTION COST, LOSS OF DATA, REMOVAL OR REINSTALLATION COSTS, INJURY TO REPUTATION OR LOSS OF BUYER, PUNITIVE DAMAGES, IPR INFRINGEMENT, LOSS OF CONTRACTS OR PURCHASE ORDERS OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE. BUYER’S RECOVERY FROM TBGL FOR ANY CLAIM SHALL NOT EXCEED THE PRODUCT PURCHASE PRICE PAID FOR THE AFFECTED PRODUCT/S IRRESPECTIVE OF THE NATURE OF THE CLAIM WHETHERIN CONTRACT, TORT, WARRANTY, OR OTHERWISE. BUYER WILL INDEMNIFY, DEFEND AND HOLD TBGL HARMLESS FROM ANY CLAIMS ARISING OUT OF (a) TBGL’S COMPLIANCE WITH BUYER’S DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS, (b) MODIFICATION OF ANY PRODUCTS BY ANYONE OTHER THAN TBGL, or (c) USE IN COMBINATION WITH OTHER PRODUCTS.
- Export Control:
Buyer certifies that he will be the recipient of the Product/s in the event delivery of Product/s is/are requested by the Buyer and duly delivered by TBGL. Buyer understands that the associated hardware, software, and/or technical data listed on the Purchase Order includes items that are governed by the law of the Democratic Socialist Republic of Sri Lanka. The Buyer understands that the sale or distribution of said Product/s may constitute exports or re-exports, and as such, must be in accordance with the requirements of the law of the Democratic Socialist Republic of Sri Lanka. It is understood that the country of ultimate destination, commodity classification, end-user, or end-use for any said products, could affect the applicable license requirements and exportability. The Buyer agrees to ensure that any resale/re-export of the Product/s will be legal and that the Buyer agrees to indemnify TBGL of any possible damages, loss or legal implications that may arise out of the activity of the Buyer’s attempt to resell or re-export the product/s.
- Use of Products:
Unless otherwise noted, Product/s sold by TBGL are not designed, intended or authorized for use in life support, life sustaining, nuclear, or other applications in which the failure of such products could reasonably be expected to result in personal injury, loss of life or catastrophic property damage. If Buyer uses or sells the Product/s for use in any such applications: (1) Buyer acknowledges that such use or sale is at Buyer’s sole risk; (2) Buyer agrees that TBGL and the Manufacturer shall not be liable, in whole or in part, for any claim or damage arising from such use; and (3) Buyer agrees to indemnify, defend and hold TBGL and the Manufacturer, harmless from and against any and all claims, damages, losses, costs, expenses and liabilities arising out of or in connection with such use or sale.
- Force Majeure:
TBGL is not liable for failure to fulfill its obligations for any accepted Purchase Order or for delays in delivery due to causes beyond TBGL’s reasonable control including, but not limited to, acts of God, natural or artificial disaster, riot, war, strike, delay by carrier, shortage of Product, acts or omissions of other parties, acts or omissions of civil or military authority, Government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, pandemics, quarantine restrictions, acts of terrorism, delays in transportation or inability to obtain labor, materials or Products through its regular sources, which shall be considered as an event of Force Majeure excusing TBGL from performance and barring remedies for non-performance. In an event of Force Majeure condition, TBGL’s time for performance shall be extended for a period equal to the time lost as a consequence of the Force Majeure condition without subjecting TBGL to any liability or penalty. TBGL may, at its option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to the Buyer.
- Technical Assistance or Advice:
If technical assistance or advice are offered or given at the request of the Buyer, such assistance or advice will be charged at an hourly rate subject to the specific project and or may be done as a total project cost by preapproved conditions and charges as determined by TBGL. This will also depend on the expected service of the Buyer from TBGL engineering team. Technical advice and remote support will be provided for all Product/s purchased from TBGL at no additional charge but as a valueadded service to the Buyer.
TBGL shall not be held liable for the content or Buyer’s use of such technical assistance or advice nor shall any statement made by any of TBGL’s representatives in connection with the Product/s or Services constitute a representation or warranty, express or implied.
(a) The laws of the Democratic Socialist Republic of Sri Lanka will exclusively govern any dispute between TBGL and Buyer, (b) Buyer may not assign this Agreement without the prior written consent of TBGL being obtained. TBGL or its affiliates may perform the obligations under this Agreement. This Agreement is binding on successor and assigns, (c) Products, including software or other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and/or user licenses.