The following Terms and Conditions of Sale (the “Terms”) are applicable to the provision of all goods supplied and/or services rendered (“goods”) by Aqueouss-Hold The Volt (“Aqueouss”), to any purchaser, or in the case of sample products or material, recipient, thereof (“Buyer”).
1. GENERALLY – Aqueouss’s offer for sale of goods and Buyer’s acceptance of any such offer is governed exclusively by these Terms unless otherwise agreed in writing signed by Aqueouss. If an order is deemed to be an offer by Buyer, Aqueouss’s acceptance of such offer is expressly conditioned on Buyer’s assent to these Terms. Any additional, different, or conflicting terms proposed by Buyer in any offer, acceptance, confirmation (including any Buyer purchase order or specifications) or otherwise, (a) are requests for material alterations to these Terms, (b) are hereby rejected and objected to by Aqueouss, and (c) will not be binding in any way on Aqueouss.
2. PRICE and PAYMENT – The goods are hereby offered for sale at prices to be established by Aqueouss. Unless otherwise specified on Aqueouss’s invoice, order confirmation, acknowledgment or otherwise agreed to by the parties in writing, Buyer will pay for all goods upon before delivery of the goods. Aqueouss reserves the right to assess reasonable interest charges on any amounts not paid by the date such payments are due. All orders are subject to credit approval by Aqueouss. Aqueouss reserves the right to withhold shipment or to require other adequate assurances of performance of Buyer’s payment obligations as Aqueouss in its discretion may require, notwithstanding any order confirmation issued by Aqueouss.
3. TAXES – Aqueouss’s price for goods is exclusive of any Federal, state, or local sales, use, or excise taxes levied upon, or measured by, the sale, the sales price, or use of goods required in the performance of any order. Aqueouss will list separately on its invoice any such taxes applicable to any such goods or transaction, and payable by Buyer, with respect to which Buyer does not furnish to Aqueouss evidence of exemption.
4. DELIVERIES – Aqueouss will use commercially reasonable efforts to meet the delivery dates, specifications, and quantities as set forth in Buyer’s purchase order. Aqueouss will not, however, be liable for damages or delays in delivery due to causes beyond its reasonable control. Unless otherwise agreed in writing Aqueouss will deliver goods to the “Destination” address specified on the Buyer’s purchase order and on Aqueouss’s confirmation of such order. At the time the goods are delivered “FOB destination” the title for such goods passes from Aqueouss to the Buyer.
5. PRODUCT WARRANTIES – Aqueouss warrants to Buyer that at the time of delivery Aqueouss will have good title to all goods supplied to Buyer and the right to convey title to such goods to Buyer free and clear of all liens. Aqueouss further warrants to Buyer that all such goods will conform to the specifications, drawings, samples, or other description furnished or specified by Aqueouss or agreed to in writing by Aqueouss, and will be free from defects in material and workmanship. Aqueouss further warrants that any services it provides hereunder will be performed in a workmanlike manner. Aqueouss further gives Buyer special factory warranty that applies only to Aqueouss’s batteries supplied to buyer. The warranty period starts from delivery date of the battery.
NON-CONFORMING GOODS – Upon Buyer’s receipt of shipment, Buyer shall immediately inspect the goods. Unless Buyer provides Aqueouss with written notice of any claim for shortage, defect or nonconformity in the goods within ten (7) days after receipt of shipment, such goods shall be deemed finally inspected, checked and accepted by Buyer and Buyer’s failure to provide such notice shall be deemed to constitute a waiver of any such claim.
6. TRADE COMPLIANCE
A. EXPORT CONTROL REGULATIONS – The goods that are the subject of this document and related technology are subject to export and re-export restrictions under India
B. ANTIBOYCOTT PROVISIONS – Buyer will not request of Aqueouss information or documentation where the purpose of such request is to support, give effect to or comply with a boycott of any country in contravention of the laws or policies of the United States, including but not limited to the Arab League boycott of Israel. Aqueouss hereby rejects any such request by Buyer and will report receipt of any such request to the government office , as required by law
C. ANTICORRUPTION AND ANTIBRIBERY – In relation to any transaction involving the goods that are the subject of this document or related technology, Buyer shall not seek to obtain or retain business or gain any other advantage by making or offering to make any payment of money or by providing or offering to provide anything of value, directly or indirectly, to: (i) any government official; or (ii) any non-governmental person, in either case with the intent that such official or person will perform their responsibilities improperly. Buyer warrants that it will comply with the anticorruption laws and anti-bribery laws of any country having jurisdiction over Buyer or the transaction involving the goods that are the subject of this document or related technology.
7. LIMITATION OF LIABILITY – Aqueouss’s liability for its goods under all theories of liability shall be limited to repairing or replacing those found by Aqueouss to be defective, or at Aqueouss’s option, to refunding the purchase price of such goods. At Aqueouss’s request, Buyer will permit Aqueouss or its designee to inspect any allegedly defective goods including shipment of such allegedly defective goods to the location specified by Aqueouss at Aqueouss’s cost.
8. DISCLAIMER OF INCIDENTAL AND CONSEQUENTIAL DAMAGES – Aqueouss shall have no liability for consequential or incidental damages arising out of or in connection with this agreement or the goods, including without limitation breach of any obligation imposed on Aqueouss hereunder or in connection herewith. Consequential damages for purposes hereof shall include, without limitation, loss of use, income or profit or any other damage caused .
9. INDEMNITY – Buyer shall indemnify, defend and hold Aqueouss and its directors, officers, employees, agents, suppliers, parents, affiliates, subsidiaries, successors and assigns harmless from and against any and all fines, penalties, suits, actions, claims, liabilities, judgments, losses, damages, costs and expenses (including attorneys’ fees) resulting or arising from (a) Buyer’s negligence or willful misconduct, (b) Buyer’s use, sale, handling, storage, or disposal of the goods or any product or waste derived therefrom,
(c) Buyer’s discharge or release of the goods or any product or waste derived therefrom into water, onto land or into the air, (d) Buyer’s exposing any person (including Buyer’s employees) to the goods or any product or waste derived therefrom, including failure to warn of such exposure. The foregoing shall apply, without limitation, to injury to person (including death) or damage or harm to property or the environment.
10. FORCE MAJEURE – Except for the payment of monies owed, neither party will have any liability for any breach or failure to perform that is the result of an event, condition or circumstance beyond that parties’ reasonable control, including, without limitation, acts of God, war, insurrection, or terrorism, fire, inclement weather, strikes, boycotts, or other similar circumstances. If a party becomes aware of any such event, condition or circumstance, then such party will promptly advise the other party and both parties will cooperate to ameliorate the circumstance or condition as quickly as possible.
11. GOVERNING LAW – The sale of goods hereunder shall be governed, interpreted and construed by and in accordance with the internal substantive laws of India and expressly excluding the United Nations Convention on Contracts for the International Sale of Goods. Any dispute arising hereunder shall be resolved in the Court of Delhi, India .
12. COMPLIANCE WITH LAWS – Buyer shall comply with all applicable laws, regulations, and other legal requirements regarding the export, import, sale, distribution, marketing, and service of the goods and related technology, including without limitation, tax and foreign exchange legislation or regulations and the obligations under Clause 7.
13. COMPLETE AGREEMENT – These Terms contain the complete and final agreement between Buyer and Aqueouss and supersede all other and further agreements, representations, warranties, covenants, promises, and other contractual obligations between the parties in respect of the subject hereof unless otherwise agreed to in a writing signed by Aqueouss. These Terms may be amended, modified or waived only by a written instrument that refers expressly to this paragraph and is signed by an authorized representative of Aqueouss. E-mails and electronic on-line, internet or other terms of Buyer shall not be deemed a means of modifying or amending these Terms.