Terms and Conditions of Sale
All sales made by Scanpoint Geomatics Limited (hereinafter referred to as “SGL”, “the seller”) to its customers/purchasers/users (hereinafter referred to as “the Purchasers”, “the Buyer”) are subject to these terms and conditions (“T&C”).
Purchaser’s acceptance of these T&C shall be made by either
(i) Purchaser providing a purchase order to SGL or
(ii) Purchaser’s acceptance of any Product from SGL, whichever occurs first.
These T&C shall apply for every Product sold by SGL. Any other terms and conditions stipulated from time to time shall be over and above these terms unless specifically agreed by SGL in writing.
- “Buyer” shall mean the person / entity, who signs these terms with SGL, the Seller.
- “Product” shall mean software licenses and / or services including cloud services and subscriptions, as the case may be, invoiced by the Seller and governed by these terms.
- The terms herein are the binding Contract between the Seller and the Buyer. These terms shall prevail over all previous, contemporary communications exchanged between the parties, whether or not in writing including the terms and conditions of invoices under which the Products were sold to the Buyer prior to the date hereof or Buyer’s Purchase order terms. Buyer shall not be entitled to vary, amend, add or alter any of these conditions.
- This Contract shall be in addition to the terms of the Customer / Channel Partner /Dealership Registration Form / Dealer Registration Agreement executed by the Buyer. Buyer is not an agent, contractor or representative of the Seller and this Contract is being entered as Principal dealing with Principal.
Sale under these terms is subject to force majeure events. The Seller shall not be liable for delay or nondelivery for reasons beyond the control of the Seller.
Prior to placing an order, Purchaser must have an active SGL Customer Code/Number and Purchaser’s account must be current and in good standing. Purchaser must provide SGL with complete Product order information as required by SGL, which includes the
- Product description,
- Unit quantity,
- SGL SKU number and
- Current unit price as provided by SGL.
Purchaser personnel will identify, for each Product order, as either Purchaser, customer of Purchaser, or otherspecified third party. Purchaser shall not disclose any confidential information when ordering from SGL. Purchaser may place orders over email, web, through Physical Purchase order or via SGLapproved electronic mode by quoting SGL customer code/number in the Purchase Order (PO). SGL will have no obligation to confirm the validity of any order placed or the authority of the person placing an order in this manner.
All prices are subject to change without prior notice and will be established at time of order acceptance by SGL. Order acceptance and sale by SGL occurs at time of Delivery of Product.
Product delivery shall be made by SGL via SGL approved electronic mode. For all delivery, title to Product remains with SGL until SGL receives full payment. Delay in delivery or Part Delivery of the Products shall not render the contract voidable and the SGL will not be liable for damages, compensation or otherwise on account of a delay or partial even if the SGL is advised of such possibility earlier, whether or not the time is the essence of the contract. The Buyer shall not have any right to reject the Products or withhold payment, on account of any delay.
4. CREDIT AND PAYMENT TERMS
- Credit Terms: Purchaser shall furnish to SGL all financial information reasonably requested by SGL from time to time for the purpose of establishing or continuing Purchaser’s credit limit. Purchaser agrees that SGL shall have the right to decline to extend credit to Purchaser and to require that the applicable purchase price be paid prior via any approved electronic mode. Purchaser shall promptly notify SGL of all changes to Purchaser’s name, address, or of the sale of substantially all of its assets. SGL shall have the right from time to time, without notice, to change or revoke Purchaser’s credit limit on the basis of changes in SGL’s credit policies or Purchaser’s financial condition and/or payment record. Purchaser shall not deduct any amounts owing from any SGL invoice without SGL’s express written approval (such approval need to be duly signed by the Regional Manager or above designated representative of SGL), which approval shall be contingent upon Purchaser providing all supporting documentation for such deduction as required by SGL. A service charge of the lesser of two (2%) per month or the maximum amount allowed by law will be charged on all past due balances commencing on the date payment is due.
- Payment Terms: Payment by RTGS, NEFT, telegraphic transfers, pay orders, demand drafts or cheque (subject to clearance) will be allowed. Payment by any other method will be subject to SGL’s express written approval. All payments made by cheques are subject to realization and if made by electronic mode (NACH etc.) payment would be subject to receipt of fund in SGL’s account. Buyer irrevocably undertakes not to hold payments due to the SGL because of a dispute between the Buyer and the customer or a third party or for whatever reason. All bank charges (including collection or cheque bouncing charges, return charges pursuant to dishonour of standing instructions) and stamp duty on bills of exchange, hundies wherever applicable shall be paid by the Buyer including the applicable taxes. The Seller shall not be liable for any loss or theft of bank drafts, cheques etc. in transit.
If Purchaser fails to make timely payment of any amount invoiced hereunder, SGL shall have the right, in addition to any and all other rights and remedies available to SGL at law or in equity, to immediately revoke any or all credit extended, to delay or cancel future deliveries and/or to reduce or cancel any or all quantity discounts extended to Purchaser. Purchaser shall pay all costs of collection including reasonable attorneys’ fees. Any obligation of SGL under these terms and conditions to deliver Products on credit terms shall terminate without notice if Purchaser files a voluntary petition under a bankruptcy statute or any other statute relating to insolvency or protection of the rights of creditors, or makes an assignment for the benefit of creditors, or if an involuntary petition under a bankruptcy statute or any other statute relating to insolvency or the protection of rights of creditors is filed against Purchaser, or if a receiver, manager, liquidator or trustee is appointed to take possession of the assets of Purchaser.
Purchaser shall bear applicable taxes as applicable to the sale. Unless otherwise specified, prices do not include such taxes. Exemption certificates, valid in the place of delivery, must be presented to SGL prior to delivery of product if they are to be honoured. If at any time before or after delivery to the Buyer of all or any part of the Products, any duty / tariff / tax or charge of whatsoever nature is imposed / increased by the Government of India, the State Government or any other authority is increased with retrospective effect, then the Buyer shall be liable to reimburse the Seller the difference in the tax rate to the extent of such increase in respect of the supplies made prior to such change to the extent of the new imposition or increase thereof.
To the maximum extent permitted by applicable law, SGL disclaims any and all warranties and conditions, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title, and non- infringement, and those arising out of usage of trade or course of dealing, concerning these materials. These materials are provided on “as is” basis in stricto senso without warranty of any kind.
7. PRODUCT RETURNS
The concept of SGL is unique where the users once registered their account they registered themselves for lifetime and they reserve the right to avail one time free demo of the product for the 30 days from the date of receipt of the activation key. After the expiration of 30 days of free demo either they can purchase the offerings or any other services. There shall be no refund for the products once purchased.
No credit, refund or set-off for tax and other statutory levies already collected will be allowed on rejected / returned Products, in any case.
8. PATENT & TRADEMARK IDEMNITY
Buyer undertakes not to use the Patents, Trademarks or Trade Names of the Seller or the manufacturer of the Product without the prior written consent of the Seller.
9. LIMITATION OF LIABILITY
Not with standing any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of SGL shall be limited to the greater of the actual damages you incur in reasonable reliance on the Software up to the amount actually paid by you for the Software exclusive of taxes and other expenses. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
Purchaser agree to indemnify against any losses, liabilities, expenses suffered or incurred by SGL by reason of any from any claim or demand, suit or proceedings arising out of your submission, your use of or connection to the site (including any use by you on behalf of your employer, or any other person), your violation of the terms, or your violation of any rights of another.
11. GOVERNING LAW AND ARBITRATION
Notwithstanding anything contained herein this terms of contract shall be governed by and construed in accordance solely with the laws of India without reference to conflict of laws principles. Any dispute arising out of or relating to this terms of contract, or the breach thereof, which cannot be settled through negotiations, shall be finally settled through arbitration under the Indian Arbitration Act,1996 (as amended from time to time) by a sole Arbitrator. The Venue and Seat of Arbitration shall be Ahmedabad, India. The language of Arbitration shall be English. The Arbitrator shall have summary powers. The Arbitrator shall pass a reasoned Award. The Award shall be binding on the Parties to Arbitration. The Parties shall bear their respective lawyer’s fees. The cost of Arbitration shall be borne equally by the Parties to the Arbitration.
Subject to Arbitration clause, all disputes arising out of this Agreement, including for any interim measure for Arbitration shall be subject to jurisdiction of the Courts at Ahmedabad, India only.
These terms of contract shall not be governed by the Indian Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
The terms of contract as published on SGL’s website at www.igiscad.com at the time of sale, are the official terms and conditions of sale between SGL and Purchaser and may be amended from time to time without prior notice at SGL’s sole discretion.