Terms and Conditions
These General Terms and Conditions of Sale apply to all purchases of JTOptics branded products and services made directly from JTOptics or Jayani Technologies LLP. and its subsidiaries and affiliates (hereinafter, “Seller” or “JTOptics”). If Buyer is a party to a separately signed contract or Distributor Policy with Seller governing its purchases of JT Optics- branded product and/or services, then such signed agreement or Distributor Policy will have precedence over these General Terms and Conditions of Sale to the extent they conflict with these General Terms and Conditions of Sale. Purchases made from authorized JT Optics distributors or authorized resellers will be subject to authorized distributors and resellers’ terms and conditions of sale, which in no event will be binding upon JT Optics. However, JT Optics extends its Limited Product Warranty and Limited Services Warranty to Buyers purchasing JT Optics-branded products and services from their local authorized JTOptics distributor or reseller. JTOptics’s Limited Product Warranty and Limited Services Warranty are provided in lieu of all other warranties, which are expressly disclaimed. These General Terms and Conditions of Sale are in effect as of the time of publication and may change at any time.
Unless otherwise stated in a Quotation, all shipments inside the India are FOB Shipping Point. Shipments outside of the India are EXW from Seller’s dock (Incoterms 2010). Title and risk of loss pass to the Buyer at the time of delivery. Seller may make partial shipments and invoice Buyer for partial shipments. Unless specified allowances apply, Buyer is responsible for all shipping and handling costs, including any applicable storage, insurance or other costs associated with the Buyer’s delay in acceptance of delivery or pick up of Products after proper notification of availability for pick up has been given to Buyer. At its sole discretion, Seller may ship to specially designated locations specified by Buyer. Additional charges may apply. Acknowledged shipping dates are approximate only and based on prompt receipt of all necessary information from Buyer. Seller will make commercially reasonable efforts to ship the Products by the estimated shipping date, but Seller shall have no liability for late delivery, performance or completion. Seller shall be entitled to defer delivery until any monies due from Buyer have been received.
All returns require a Return Material Authorization (“RMA”) issued by Seller PRIOR to the return of material. RMAs will not be unreasonably withheld, but are subject to various restrictions including, but not limited to, packaging, quantities and frequency. Restocking fees may apply. Certain Products, including, but not limited to, non-standard, custom, made-to-order or obsolete products, are not returnable. Unless Seller is in error, all returns of Products must be shipped freight prepaid by Buyer.
Software and Products that are comprised of software or firmware are subject to additional terms and conditions set forth in separate JT Optics or third-party License Agreements and such License Agreements will control to the extent there is any conflict with these General Terms and Conditions of Sale. In the absence of a separate License Agreement, Buyer is granted a non-exclusive, non-transferable license to use the software and/or firmware only in object code and solely in connection with Seller-provided Products, with no rights to sublicense, disclose, disassemble, decompile, reverse engineer, or otherwise modify the software or firmware.
TO THE FULLEST EXTEND PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL SELLER BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ACTUAL OR ANTICPATED LOST REVENUE OR PROFITS OR LOSS OF BUSINESS OPPORTUNITY OR GOODWILL, LOSS OF ANTICIPATED SAVINGS, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, LOSS OF DATA, DOWNTIME COSTS, OR ANY LOSS DUE TO DELAY OF PERFORMANCE OR DELIVERY) EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER DISCLAIMS ALL LIABILITY RELATIVE TO GRATUITIOUS INFORMAITON OR ASSISTANCE PROVIDED BY, BUT NOT REQUIRED OF SELLER HEREUNDER. THE TOTAL LIABILITY, IF ANY, OF SELLER, AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND SUBCONTRACTORS INCLUDING BUT NOT LIMITED TO LIABILITY ARISING OUT OF CONTRACT, TORT, BREACH OR FAILURE OF WARRANTY, OR OTHERWISE, SHALL NOT IN ANY EVENT EXCEED THE PURCHASE PRICE PAID BY BUYER FOR THE PRODUCT AND/OR SERVICES FROM WHICH THE CLAIM AROSE. THE PRICE STATED FOR THE PRODUCTS AND SERVICES IS A CONSIDERATION IN LIMITING BUYER’S LIABILITY.
If Buyer (i) fails to pay any amount within 30 days of the due date, (ii) files a petition in bankruptcy or seeks relief under any bankruptcy, reorganization, insolvency, dissolution, liquidation or similar law of any jurisdiction, or (iii) becomes unable to pay or suspends payment of its debts as they become due, or if a court issues an order appointing a receiver, custodian or administrator over all or part of Buyer’s assets, Seller may terminate any outstanding purchase order. In addition, without waiving any other available remedies, Seller may declare immediately due and payable all sums due and to become due under any outstanding purchase order and/or stop all shipments in progress and future shipments to Buyer until the account is fully paid.
Seller will not be liable for any loss, damage or delay arising out of its failure (or that of its subcontractors) to perform hereunder due to causes beyond its reasonable control, including without limitation, acts of God, acts or omissions of Buyer, acts of civil or military authority, fires, strikes, floods, epidemics, quarantine restrictions, war, riots, acts of terrorism, delays in transportation, or transportation embargoes. In the event of such delays, Seller’s performance date(s) will be extended for such length of time as may be reasonably necessary to compensate for the delay.
If Buyer exports or re-exports the Products, Buyer agrees to comply with all applicable export laws and regulations. If Buyer exports or re-exports the Products, Buyer will, at its own expense, pay for all export licenses, customs charges, duties and related fees, and take all other actions required to accomplish the legal distribution of the Product acquired by Buyer. Buyer shall not, directly or indirectly, sell, distribute, export or re-export, (nor enable any third party to sell, distribute, export or re-export) any Products provided hereunder to any embargoed, terrorist or restricted country as designated by the U.S. Government or any other country with which commerce or export may be restricted, prohibited or otherwise limited by the U. S. Government or by the Territorial government (whether now or in the future). Buyer further agrees to provide Seller upon request written assurances of compliance with the requirements of this provision.
The parties agree that nothing in these General Terms and Conditions of Sale will create any agency, employment relationship, partnership, or joint venture between Buyer and Seller.
These General Terms and Conditions of Sale may not be assigned by either party without the written consent of the other (which consent may not be unreasonably withheld). However, consent is not required for internal transfers and assignments as between Seller and its parent company, subsidiaries or affiliates as a part of a consolidation, merger or any other form of corporate reorganization.
Seller’s waiver of any breach of any provision contained in these General Terms and Conditions of Sale will not waive any other breach by Buyer. Seller’s delay or failure to enforce its rights under these General Terms and Conditions of Sale shall not be deemed a waiver of such rights.
These Terms and Conditions of Sale are governed by the laws of India without regard to choice of law principles. The parties hereby irrevocably agree to submit to the personal and exclusive jurisdiction and venue of such courts. These General Terms and Conditions of Sale shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The parties further agree that the English language shall be the controlling language of these General Terms and Conditions of Sale.
These General Terms and Conditions of Sale together with Seller’s quotation or order acknowledgment or confirmation, constitute the entire agreement between the parties regarding Buyer’s purchases of Seller’s Products and/or Services from Seller. If any provision of these General Terms and Conditions of Sale is held invalid, illegal or unenforceable, such provision will be reformed only to the extent necessary and all remaining provisions will continue in full force and effect.