KARL MAYER TEXTILE MACHINERY INDIA PRIVATE LIMITEDSTANDARD TERMS AND
CONDITIONS OF SALE
Valid from [01] April 2023
1.
1.1

INTERPRETATIONIn these conditions: (a) “Acceptance Protocol Sheet” means the standard acceptance sheet issued by the Seller to be countersigned by the
Buyer confirming acceptance of and satisfaction with theGoods after Seller’s technician has checked and signed that
the Goods are properly installed and are in good working­condition.
(b) “the Buyer” means any persons, firms or corporations­placing orders with the Seller for goods to be supplied by the
Seller.
(c) “Conditions” means the standard terms and conditions ofsale set out in this document and incorporated by reference
into the Order Confirmation to which these Conditions are­annexed and (unless the context otherwise requires) includes
any special terms and conditions agreed in writing between
the Buyer and the Seller.
(d) “Contract” means the contract for the sale and purchaseof the Goods as entered by the Seller into the Order Confirmation.
(e) “Delivery Address” means the address of the Buyer (ifany) stated on the face of the Order or confirmed in writing by
the Buyer.
(f) “The Goods” means the subject matter of any order­placed by the Buyer with the Seller in accordance with these
conditions and includes without limitation the goods which
are the subject of the Order Confirmation.
(g) “Order” means any order placed by the Buyer with theSeller for the supply of the Goods and confirmed by the Seller
in an Order Confirmation.
(h) “Order Confirmation” means the sales order confirmation
made by the Seller for the supply of the Goods ordered by the
Buyer and substituting and replacing in all respects any offer
made by the Seller and as set out in the document to whichthese Conditions are annexed.
(i) “The Ordinance” means The Indian Contract Act, 1872, theSale of Goods Act, 1930 or any other applicable legislation.

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2.1

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page 1 / 8(j) “Price” means the price of the Goods.
(k) “the Seller” means KARL MAYER Textile Machinery India
Private Limited.
(l) “Specification” means the Buyer’s technical description(if any) of the Goods contained or referred to in the Order.
(m) “Vessel” includes ships, aircraft, trains and trucks.
(n) “Writing” includes emails .
Any reference in these Conditions to any provision of a statuteshall be construed as a reference to that provision as amended,
reenacted or extended at the relevant time.
The headings in these Conditions are for convenience onlyand shall not affect their interpretation.
BASIS OF SALEThe Seller shall sell and the Buyer shall purchase the Goods
in accordance with any written quotation of the Seller whichis accepted by the Buyer or any written order of the Buyer
which is accepted by the Seller, subject in either case to these
Conditions, which shall govern the Contract to the exclusionof any other terms and conditions subject to which any suchquotation is accepted or purported to be accepted, or any
such order is made or purported to be made, by the Buyer.
Unless otherwise agreed in writing by the Seller, these­Conditions shall override any terms or conditions stipulated,
incorporated, or referred to by the Buyer whether in the Orderor in any antecedent negotiations warranties, and any suchconditions whether directly between the Buyer and the Seller
or through their respective representatives or otherwise, areexcluded and hereby negated. These Conditions shall also
­apply if the Seller carries out the delivery without reservationin the knowledge of conflicting or supplementary conditionsof the Buyer. Within the framework of ongoing business relationships, these Conditions will also apply to future trans­
actions. These Conditions also apply if no express reference ismade to them.
These Conditions shall be superseded by individual agreements made with the Seller in individual cases (including

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2.6

2.7

2.8

3.
3.1

3.2

3.3

3.4

3.5

3.6

­ ncillary agreements, supplements and amendments). Suba
ject to proof to the contrary, a written contract or a written
confirmation is decisive for the content of such agreements.
No variation to these Conditions shall be binding unlessagreed in writing between the authorised representatives of
the Buyer and the Seller.
The Seller’s employees or agents are not authorised to makeany representations concerning the Goods unless confirmedby the Seller in writing. In entering into the Contract, the­Buyer acknowledges that it does not rely on, and waives any
claim for breach of, any such representations which are notso confirmed.
The use of the Goods in a manner which is not confirmed inwriting by the Seller is followed or acted upon entirely at the
Buyer’s own risk, and accordingly the Seller shall not be­liable for any such advice, recommendation or use, which is
not so confirmed.
Any unilateral, legally binding declarations and notifications
by the Buyer in relation to the Contract subject to these Conditions (such as, in particular, notices of defects or setting ofadditional deadlines) shall be made in writing. Further legal
requirements remain unaffected.
Any typographical, clerical or other error or omission in any
sales literature, quotation, price list, acceptance of offer,­invoice or other document or information issued by the Seller
shall be subject to correction without any liability on the partof the Seller.
ORDERS AND SPECIFICATIONSNo Order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in writing by
the Seller and no contract shall be concluded until the Seller
shall have notified the Buyer of the acceptance by the Sellerof an Order received from the Buyer.
The Buyer shall be responsible to the Seller for ensuring theaccuracy of the terms of any order (including any applicablespecification) submitted by the Buyer, and for giving the Seller
any necessary information relating to the Goods within a­sufficient time to enable the Seller to perform the Contract inaccordance with its terms.
The quantity, quality and description of and any specification
for the Goods shall be those set out in the Seller’s quotation(if accepted by the Buyer) or the Buyer’s order (if accepted by
the Seller).
If the Goods are to be manufactured or any process is to be
applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the
Seller against all loss, damages, costs and expenses awarded
against or incurred by the Seller in connection with or paid oragreed to be paid by the Seller in settlement of any claim for
infringement of any patent, copyright, design, trade mark orother industrial or intellectual property rights of any otherperson which results from the Seller’s use of the Buyer’s
specification.
The Seller reserves the right to make any changes in thespecification of the Goods which are required to confirm withany applicable safety or other statutory requirements or,where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in writing of
the Seller and on terms that the Buyer shall pay / indemnify

the Seller in full against all loss (including loss of profit), costs(including the cost of all labour and materials used), damages,
charges and expenses incurred by the Seller as a result ofcancellation.
4.
4.1

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PRICE OF THE GOODS
The price of the Goods shall be the Seller’s quoted price or,where no price has been quoted (or a quoted price is nolonger valid), the price listed in the Seller’s published pricelist current at the date of the Order Confirmation by the Seller.
Where the Goods are supplied for export from India, the Seller’s
published export price list shall apply. The prices quoted are
ex-works Seller’s registered office in accordance with ICC­Incoterms 2020. All prices quoted are valid for 30 days only
after which time they may if not already accepted by the Buyer
be altered by the Seller without giving notice to the Buyer.
The Seller reserves the express right, by giving notice to the
Buyer at any time before delivery, to correspondingly increase
the Price of the Goods to reflect any increase in the cost to
the Seller (subject to increase in Price by more than 5%)
which is due to any factor beyond the control of the Seller(such as, without limitation, any foreign exchange fluctuation,
currency regulation, alteration of duties, significant increasein the costs of labour, market price for materials, increase incost by third parties involved in performance of Contract,­special tooling or other costs of manufacture, operation,transport and miscellaneous charges), any change in delivery
dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructionsof the Buyer or failure of the Buyer to give the Seller adequate
information or instructions. The Buyer shall have the right towithdraw from the Contract if the increase is more than 20%
from the agreed Price. This right must be exercised immediately after notification of the increased price by the Seller. In
the event of decrease in aforementioned costs to the Seller(on or before the delivery) by more than 5 % of the agreed
Price, the Seller may, at its sole discretion, give due impact of
the said decrease in the agreed Price and inform the Buyer
about the same.
Any quotation by the Seller shall remain open for a maximum
period of 30 days and the Seller reserves the express right ofwithdrawal before the expiry of such 30 days period of any
quotation which at the date of exercise of such right of withdrawal shall not have been the subject of any order by the
Buyer communicated to and received by the Seller.
Except as otherwise stated under the terms of any quotation
or in any price list of the Seller, and unless otherwise agreed
in writing between the Buyer and the Seller, all Prices are­given by the Seller on an ex works basis in accordance withICC Incoterms 2020, and where the Seller agrees to deliver
the Goods otherwise than at the Seller’s premises, the Buyer
shall be liable to pay the Seller’s charges for transport, packaging and insurance. The Price shall not include any costs oftransportation and/or insurance, tax, notarisation or consular
legalisation or other fees, surcharges, levies or duties whatsoever which shall be for the account of the Buyer. Such pricequotations shall, where necessary, at the sole discretion of
the Seller, include the costs of export packing by the Seller.
The Price is exclusive of any applicable Goods and Service
Tax (GST) and other applicable taxes and duties, which the
Buyer shall be additionally liable to pay to the Seller.
Assembly / commissioning shall be invoiced over and above
the Price and as per the time spent in such support, unless afixed price has been expressly agreed between the Seller
and the Buyer before commencement of such support. The
invoice of Assembly / commissioning shall be raised separate
from invoice for sale and purchase of Goods.
5.
5.1

TERMS OF PAYMENTUnless otherwise expressly agreed to in writing by the Seller,
the terms of payment for the Goods shall be by irrevocableand confirmed by letter of credit.
5.2 The Seller is entitled to invoice physically as well as electronically. The Buyer agrees to the sending of invoices, credit
notes and, if applicable, reminders by e-mail in pdf format andmust therefore provide the Seller with an e-mail address toensure receipt of these electronically sent documents. The
Buyer shall raise objections to invoices, if any, within 14 daysof receipt of the invoice at the latest; otherwise the invoice inquestion shall be deemed to have been approved.
5.3 Unless otherwise stated in the Order Confirmation, the Priceshall be due immediately, without deduction, upon conclusionof the Contract and shall be paid no later than 30 days after
receipt of the invoice. The Seller reserves the right to charge
to the Buyer interest at the rate of 3% per month on any outstanding overdue payment and also on any storage and othercharges incurred until full payment shall have been made (apart of a month being treated as a full month for the purposeof calculating interest).
5.4 If the Buyer for whatever reason fails to pay the Price, or any
portion thereof on the due date therefor, the Seller may, in its
discretion, either insist upon the performance of the present
contract, or withhold the provisions of outstanding services orrepudiate the same and all other executory contracts with the
Buyer, without granting a period of grace to the Buyer, tomake it dependent on the payment of all outstanding payments by the Buyer and generally only to execute against­advance payment or the provision of security.
5.4.1 The Seller shall also be entitled further to: 5.4.1.1 suspend or withhold any further deliveries to the
Buyer;
5.4.1.2 appropriate any payment made by the Buyer tosuch of the Goods (or the goods supplied under any
other contract between the Buyer and the Seller)
as the Seller may think fit (notwithstanding any
purported appropriation by the Buyer).
5.4.2 If the Seller keeps the contract alive, it shall not be bound to
perform its part of the contractual obligations until the Buyer
performs its obligations. In whichever case, the Seller’s rightto any claim and/or damages shall not be affected.
5.5 In the event that the Buyer shall fail to take delivery of theGoods and fails to pay for them, the Seller shall entitled towithdraw from such Contract (in whole or part) and be at­liberty at any time to sell or otherwise dispose -off the Goods
and the Buyer shall be responsible for and indemnify the Seller
against any difference between the contract price and theproceeds of sale and disposal and for all charges incurred,­interest charged, additions to or increases of the contract
price and also for all damages, and consequential losses­arising from such breach by the Buyer.
5.6 In the event, the Seller becomes aware of events that are likely to materially affect the Buyer’s creditworthiness and as aresult of which the payment of the outstanding claims of Seller
by the Buyer from the respective contractual relationship is at
risk, the Seller shall be entitled to withhold its performance
until the Buyer has paid all open invoices till date. Afters­ etting a corresponding deadline for concurrent performanceor provision of security, the Seller can also withdraw from thecontract and demand compensation for damages.
5.7 Subject to any special terms agreed in writing between the
Buyer and the Seller, the Seller shall be entitled to invoice theBuyer for the Price on or at any time after delivery of theGoods, unless the Goods are to be collected by the Buyer orthe Buyer fails to take delivery of the Goods, in which event
the Seller shall be entitled to invoice the Buyer for the Priceat any time after the Seller has notified the Buyer that theGoods are ready for collection or (as the case may be) the
Seller has tendered delivery of the Goods.
5.8 The time of payment of the Price shall be of the essence of
the Contract. Receipts for payment will be issued only uponrequest.
5.9 The purchase price shall be deemed to be fully paid only if therespective remittance arrives at the place of the Seller’s domicile or at another place (if any) designated by the Contract orotherwise designated in writing by the Seller to the Buyer.
5.10 The Buyer shall have the right to withhold any portion orwhole of the Price if it is based on any counter-claim, under
the same contractual relationship that is undisputed, readyfor a decision or established by a final court decision. Insofar
as the Buyer’s counterclaim is not legally established, readyfor decision, or uncontested, the Buyer shall not be permitted
to offset. It is hereby clarified that the statutory payments­under applicable laws shall remain unaffected and shall bedeposited with the relevant authority by responsible party.
5.11 If payment is by means of a letter of credit, the terms andconditions of such a letter of credit, to the extent possible,
must not differ from the terms and conditions of the Contract.
5.12 The Seller shall not be bound to dispatch the Goods if the­letter of credit is not opened within the term fixed in the­Contract, or in compliance with sub-clause (5.7) hereof.
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DELIVERY
The delivery shall be ex works basis in accordance with ICC
Incoterms 2020. Delivery deadlines are only binding if they
have been expressly agreed in writing as binding; they are
met if the Goods have been dispatched or are ready for dispatch by the expiry of such deadline and the Buyer has been
notified of such readiness for dispatch.
Delivery of the Goods shall be made by the Seller over theside of the carrying vessel of shipment or, if some other placefor delivery is agreed by the Seller, by the Seller delivering
the Goods to that place.
A delivery period begins from the moment that all the documentation is received from the Buyer, such as specifications,drawings and all the details necessary for producing the item
(clarification of the order). Postponement of the deadline forclarifying the order (making available specifications) shall­extend all subsequent deadlines accordingly. Claims for­compensation by the Buyer as a result of failure to fulfill, or
late fulfillment of it’s obligations to timely self-deliver andprovide correct and complete documentation shall not be
permissible.
Any dates quoted for delivery of the Goods are approximate
estimation only and the Seller shall not be liable for, or for
any consequences of, and delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence
unless previously agreed by the Seller in writing. The Goods
may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.

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6.6

6.7

6.8

Where the Goods are to be delivered in installments, each­delivery shall constitute a separate contract and failure by
the Seller to deliver any one or more of the installments in­accordance with these Conditions or any claim by the Buyer
in respect of any one or more installments shall not entitle
the Buyer to treat the Contract as a whole as repudiated.
If the Buyer fails to take delivery of the Goods or fails to give
the Seller adequate delivery instructions at the time statedfor delivery (otherwise than by reason of any cause beyond
the Buyer’s reasonable control or by reason of the Seller’s
fault) then, without prejudice to any other right or remedy
available to the Seller, the Seller may:6.6.1 store the Goods until actual delivery and charge theBuyer for the reasonable costs (including insurance) of
storage. Additionally, the Buyer will also be entitled to
pay Liquidated damages to the Seller, as calculated by
the Seller. The Buyer agrees that the Liquidated damages claimed by the Seller are final and binding. Also,
the Buyer’s liability is not restricted only to Liquidated
Damages, the Buyer shall also be liable to all other­damages as specified in the Contract and/or applicablelaws;
6.6.2 sell the Goods at the best price readily obtainable and(after deducting all reasonable storage and selling­expenses) account to the Buyer for the excess over the
price under the Contract or charge the Buyer for any
shortfall below the price under the Contract.
The fulfilment of Seller’s contractual obligations is subject tocorrect and timely self-supply correct and complete documentation. If Seller’s supplier is only temporarily prevented
from delivering, the delivery period will be extended appropriately without Seller being in default. If the Seller is permanently unable to deliver or if one of the parties can no longer
reasonably be expected to adhere to the contract due to theduration of the hindrance, each of the parties is entitled towithdraw from the contract after prior notice. The provisionsof clause 12 shall mutatis mutandis apply to this clause. In
this case, the Seller already now assigns to the Buyer any
claims for damages due to delay to which it is entitled against
the Supplier.
In the event the Seller fails to perform or is in default of delivery due to reasons directly attributable to the Seller alone,
the Buyer shall grant the Seller a reasonable grace period ofat least half of the original delivery period, but not less than
20 working days to rectify such failure. In the event of failureof the Seller to rectify the default within the grace period,
the Buyer may then withdraw with effect for the unfulfilledtransactions if the legal requirements are met; with effect forpartially fulfilled transactions, the Buyer may only withdraw if
there is absolutely no interest in the partial delivery and­performance. The Buyer shall only be entitled to claims fordamages due to delay insofar as Seller’s liability is not­excluded or limited in accordance with these Conditions andeven then these shall be limited to the damages which are­direct and foreseeable at the time of conclusion of the Contract, but in total to a maximum of 5% of the net purchaseprice of the delayed performance insofar as this cannot be
used by the Buyer in good time or in accordance with the­Contract as a result of the delay or non-delivery. The Seller
reserves the right to prove that the Buyer has not suffered
any damage at all or only significantly less damage than thedamage claimed.

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RISK, PROPERTY AND PASSING OF TITLE
Risk of damage to or loss of the Goods shall pass to the Buyer: 7.1.1 in the case of Goods to be delivered are stored at the
Seller’s premises, at the time when the Seller notifies
the Buyer that the Goods are available for collection /ready for dispatch; or
7.1.2 in the case of Goods to be delivered at a location otherthan at the Seller’s premises, at the time when theGoods are placed by the Seller into the custody of thecarrier at the air or sea port of shipment who shall bedeemed agent of the Buyer.
Notwithstanding delivery and the passing of risk in the Goods,
or any other provision of these Conditions, the legal and equitable title to and the property in the Goods shall expressly notpass to the Buyer until the Seller has received in cash or
cleared funds payment in full of the Price of the Goods and allother Goods agreed to be sold by the Seller to the Buyer forwhich payment is then due and of any interest and additionalcosts.
Until such time as the legal and equitable title to and theproperty in the Goods passes to the Buyer: 7.3.1 the Buyer shall not incorporate the Goods into its­assets;
7.3.2 the Buyer shall possess the Goods on a fiduciary basis
only with the right to sell the same for the account of
the Seller and with a fiduciary duty to account to theSeller for the proceeds of such sale to the full extent ofmonies then owed by the Buyer to the Seller;
7.3.3 the Buyer shall hold the Goods as the Seller’s fiduciary
agent and bailee, and shall keep the Goods separate
from those of the Buyer and third parties and properly
stored, protected and insured at its own expense;
7.3.4 Any modification or reworking of the Goods or combining them with other products to form a uniform or inseparable product, shall be deemed as being performedon behalf of the Seller. The Buyer agrees to transfer
the rights and title of the new product to the Seller.
The Buyer remains in possession of the new product on­lease.
7.3.5 Until all the claims of the Seller are settled, the Buyer
shall adequately insure the Goods against fire, theft andany other risk, at its own expense.
7.3.6 The Buyer must notify the Seller in writing, immediately,of any seizure or sequestering of Goods by a third party.
In this case, any intervention costs shall be borne by the
Buyer.
7.3.7 In the event of the Buyer transferring its business to athird party, the Buyer is under obligation to notify thesaid third party about the Seller’s right of retention andany obligation resulting from such right to retention
shall be transferred to the third party.
Until such time as the legal and equitable title to and theproperty in the Goods passes to the Buyer, the Seller shall beentitled at any time to require the Buyer to deliver up theGoods to the Seller and, if the Buyer fails to do so forthwith,to enter upon any premises of the Buyer or any third party
where the Goods are stored and repossess the Goods.
The Buyer shall not be entitled to pledge or in any way charge
by way of security for any indebtedness any of the Goods
which remain the property of the Seller, but if the Buyer doesso, all moneys owing by the Buyer to the Seller shall (without
prejudice to any other right or remedy of the Seller) forthwith
become due and payable.

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8.
8.1

8.2

8.3

9.
9.1

9.2

(a) The responsibility of the Seller shall cease immediately
the Goods are placed by the Seller into the custody of the­carrier at the air or sea port of shipment who shall be deemed
agent of the Buyer, and the Seller shall be under no obligation
to give the Buyer any notice regarding the same.
(b) The Goods shall travel at the risk and peril of the Buyer
even when the Seller shall expressly undertake carriage andcustoms costs and the Buyer shall accordingly be exclusively
responsible for all relevant insurance cover to the full value of
the Goods in the books of the Buyer. In case of conflict, Incoterms used in the Order Confirmation shall apply.
Nothing in this clause shall for any other purpose affect therelationship of Seller and Buyer borne by the parties hereto
nor shall confer any right upon the Buyer to return the goods
sold under any invoice or otherwise or to refuse or delay­payment.
PRODUCT DOCUMENTS, DUTY TO EXAMINE
The documents, illustrations, drawings, details of performance,
weights and dimensions in catalogues, product sheets and/oron the Seller’ website only represent approximate values.
They are not indications of the quality of the Goods unlessthey are expressly designated as binding. The Seller reserve
the right to make improvements and changes to the extent
customary in the trade and reasonable for the Buyer.
The technical drawings and/or descriptions provided by the
Seller must be checked by the Buyer. The inspection and confirmation shall be made by returning a copy with a confirmation note from the Buyer within two weeks of receipt by the
Buyer. If the Buyer waives confirmation and return, this shallnot release him from the obligation to check and the confirmation shall be deemed to have been made. Desired corrections must be communicated to the Seller immediately andrequire our written confirmation. Additional costs incurred
due to drawings and/ or descriptions not being checked by
the Buyer or not being checked in good time will be invoiced­separately by Seller.
The Seller shall provide to the Buyer with parts of the operating instructions in digital form only, insofar as these do notcontain any information relevant to safety and health protection. If required in sole opinion of the Seller, the Seller will
provide the Buyer with the relevant parts of the operating­instructions in paper form as a supplement, without assuming
any liability whatsoever.
INSPECTION OF GOODS
Any inspection of the Goods by or on behalf of the Buyer prior
to shipment thereof by the Seller shall be binding on the Buyer so that the Buyer must accept and pay for the same unless
the Seller, prior to shipment of the Goods, receives written
notice from the Buyer either notifying rejection of the Goodsor alleging grounds for complaint.
If there is no inspection of the Goods prior to shipment thereof
the Goods shall be deemed to be in all respects in accordancewith the Contract and the Buyer shall be bound to accept andpay for the same accordingly.

10. WARRANTIES AND LIABILITY
10.1 Subject to the conditions set out below the Seller warrantsthat the Goods will correspond with their specification at thetime of delivery and will be free from defects in material andworkmanship for a period of twelve (12) months calculated
from the date of dispatch from the factory after which all

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10.7

page 5 / 8r­ elative warranties and conditions pursuant to any applicablelaw shall not apply.
Any description given of the Goods has been given by way ofidentification thereof only and shall not constitute a sale bydescription for the purpose of any applicable law or otherwise.
The above warranty in 10.1 is given by the Seller subject tothe following conditions: • the Seller shall be under no liability in respect of any defectin the Goods arising from any drawing, design or specification supplied by the Buyer;• the Seller shall be under no liability in respect of any defectarising from natural wear and tear, willful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval;• the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if thetotal Price for the Goods has not been paid by the due date
for payment;• the above warranty does not extend to parts, materials or
equipment not manufactured by the Seller, in respect ofwhich the Buyer shall only be entitled to the benefit of any
such warranty or guarantee as is given by the manufacturer
to the Seller.
Any claim by the Buyer which is based on any defect in thequality or condition of the Goods or their failure to correspondwith Specification shall (whether or not delivery is refused by
the Buyer) be notified to the Seller within 7 days from thedate of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after
discovery of the defect or failure. If delivery is not refused,
and the Buyer does not notify the Seller accordingly, the­Buyer shall not be entitled to reject the Goods and the Seller
shall have no liability for such defect or failure, and the Buyer
shall be bound to pay the price as if the Goods had been­delivered in accordance with the Contract.
Where any valid claim in respect of any of the Goods which isbased on any defect in the quality or condition of the Goods ortheir failure to meet Specification is notified to the Seller inaccordance with these Conditions, the Seller shall be entitled
to replace the Goods (or the part in question) free of charge
and the Seller shall have no further liability to the Buyer
whatsoever.
Except in respect of death or personal injury caused by the
Seller’s negligence, the Seller shall not be liable to the Buyer
by reason of any representation, or any implied warranty,­condition or other term, or any duty at common law, or underthe express terms of the Contract, for any consequential loss
or damages (whether for loss of profit or otherwise), costs,
expenses or other claims for consequential compensation
whatsoever (and whether caused by the negligence of theSeller, its employees or agents or otherwise) which arise outof or in connection with the supply of the Goods or their use
or release by the Buyer, except as expressly provided in these
Conditions.
The Seller shall not be liable to the Buyer or be deemed to be
in breach of the Contract by reason of any delay in performing,or any failure to perform, any of the Seller’s obligations in­relation to the Goods, if the delay or failure was due to any
cause beyond the Seller’s reasonable control. Without pre­judice to the generality of the foregoing, the following shall be
regarded as causes beyond the Seller’s reasonable control: -10.7.1 Act of God, explosion, flood, tempest, fire, pandemic or
accident;
10.7.2 war or threat of war, sabotage, insurrection, civil­disturbance or requisition;
10.7.3 act, restrictions, regulations, bye-laws, prohibitions ormeasures of any kind on the part of any governmental,
parliamentary or local authority;
10.7.4 import or export regulations or embargoes;
10.7.5 strikes, lock-outs or other industrial actions or tradedisputes (whether involving employees of the Seller orof a third party);
10.7.6 difficulties in obtaining raw materials, labour, fuel,parts or machinery;
10.7.7 power failure or breakdown in machinery.
10.8 The Buyer shall take the Goods at its own risk both as to theircorresponding with any sample exhibited to such Goods andinspected by it and as to their quality condition or sufficiency
for any purpose, notwithstanding that such purpose may bemade known to the Seller which does not give any warranty
as to the quality, state, condition or fitness of the Goods whichmust be taken by the Buyer with all faults and imperfections.
10.9 The Seller’s liability under clause 10.1 of this Contract shall
only arise if: a) the Buyer shall have paid in full all invoices for Goods­supplied by the Seller;b) the Seller’s representatives shall have been given full andfree right of access to the Goods;c) the Buyer shall not have misused, neglected or used otherreplacements and shall have properly maintained or­applied the Goods in accordance with instructions,
pamphlets or directions given or issued by the Seller fromtime to time.
10.10 Any claims extending beyond the term of warranty, as mentioned in this Contract, shall not be permitted. This applies inparticular to any claim for damages, including those resulting
from loss of profit or some other financial loss on the part ofthe buyer.
10.11 All claims on the part of the Buyer and against Seller, shalllapse after a maximum of three years following conclusion of
the Contract, unless they are the subject of a shorter periodof time under the applicable legislation.
11. INDEMNITY
11.1 If any claim is made against the Buyer that the Goods infringe
the patent, copyright, design, trade mark or other industrial or
intellectual property rights of any other person, the Seller
shall indemnify the Buyer against all loss, damages, costs
and expenses awarded against or incurred by the Buyer inconnection with the claim, or paid or agreed to be paid by the
Buyer in settlement of the claim, provided that:11.1.1 the Seller is given full control of any proceedings ornegotiations in connection with any such claim;
11.1.2 the Buyer shall give the Seller all reasonable assistancefor the purposes of any such proceedings or negotiations;11.1.3 except pursuant to a final award, the Buyer shall not
pay or accept any such claim, or compromise any suchproceedings without the consent of the Seller to be­given or not in its entire discretion;
11.1.4 the Buyer shall do nothing which would or might vitiate
any policy of insurance or insurance cover which the
Buyer may have in relation to such infringement, andthis indemnity shall not apply to the extent that the

Buyer recovers any sums under any such policy or­cover (which the Buyer shall use its best endeavors todo);
11.1.5 the Seller shall be entitled to the benefit of, and theBuyer shall accordingly account to the Seller for, alldamages and costs (if any) awarded in favour of theBuyer which are payable by or agreed with the consent
of the Buyer (which consent shall not be unreasonably
withheld) to be paid by any other party in respect ofany such claim; and11.1.6 without prejudice to any duty of the Buyer at common
law, the Seller shall be entitled to require the Buyer
to take such steps as the Seller may in its discretion­require to mitigate or reduce any such loss, damages,
costs or expenses for which the Seller is liable to­indemnify the Buyer under this clause.
12.

THIRD PARTY DELAY
In the event of a stoppage, delay or interruption of work in theestablishment of either Seller or Buyer during the delivery
period for any cause whatsoever beyond the control of theSeller or Buyer respectively, the Seller shall not be liable forany delay in shipment or delivery, non-delivery or destruction
or deterioration of all or any part of the Goods, or for any default in performance of this Contract, arising therefrom, andthe Buyer is bound to accept delay in shipment or delivery­within the reasonable time or to accept cancellation of all or
any part of the contract as the case may be. In any of such cases, the Seller shall not be responsible for any incidental orconsequential damages.

13. FORCE MAJEURE
13.1 In the event of war, invasion, act of foreign enemy, hostilities(whether war has been declared or not) civil war, rebellion,
revolution, insurrection or military or usurped power, or in theevent that the means of production of the Seller shall be influenced in whole or in part by any circumstances whatsoever
the Seller shall be relieved of obligation incurred under­Contract wherever and to the extent to which the fulfillmentof such obligation is prevented, frustrated or impeded as aconsequence of any such event or by any statute rules,­regulations, order or requisitions issued by any government,
council or other duly constituted authority or from strikes,­operational disruptions, custom duties, worldwide transport
problems, shortage of raw materials or primary materials,
lockouts, breakdown of plant, effect of pandemics or epidemics, fire, flood, severe weather, natural disasters, or any othercauses (whether or not of a like nature) beyond the Seller’s
control. In the case of a pandemic or epidemic, this also
­applies if this had already occurred at the time the Contract
was concluded, provided that the Seller was not aware of its
effects on the Contract and could not have foreseen them asprobable. This also applies if these circumstances occur atSeller’s suppliers or their upstream suppliers.
13.2 The Seller will inform the Buyer immediately of the occurrence and expected duration of such events. The time for­fulfilment of obligation of Seller shall be extended by the­duration of the hindrance plus a reasonable start-up phase. If
the impediment is permanent or, in the case of a temporary
impediment, if it is no longer reasonable for one of the parties
to adhere to the Contract due to the duration of the impediment, each of the parties shall be entitled to withdraw fromthe contract, but the customer shall only be entitled to do sopage 6 / 8

after prior written (email suffices) notice within a reasonable
period. As a rule, an unreasonable duration is to be assumed
in the event of an impediment of more than three months.
The Seller will immediately reimburse the Buyer for any consideration already paid in the event of withdrawal. In no event
shall the Seller be liable for any incidental or consequential
damages.
14. INSOLVENCY OF BUYER
14.1 This clause applies if-:14.1.1 the Buyer makes any voluntary arrangement with its
creditors or becomes subject to an administration orderor (being an individual or firm) becomes bankrupt or(being a company) goes into liquidation (otherwise
than for the purposes of amalgamation or reconstruction); or
14.1.2 an encumbrancer takes possession, or a receiver is­appointed, of any of the property or assets of theBuyer; or14.1.3 the Buyer cease, or threatens to cease, to carry on­business; or
14.1.4 the Seller reasonably apprehends that any of theevents mentioned above is about to occur in relation to
the Buyer and notifies the Buyer accordingly.
14.2 If this clause applies then, without prejudice to any other rightor remedy available to the Seller, the Seller shall be entitledto cancel the Contract or suspend any further deliveries­under the Contract without any liability to the Buyer, and if
the Goods have been delivered but not paid for the Price shallbecome immediately due and payable notwithstanding any
previous agreement or arrangement to the contrary.
15. EXPORT TERMS
15.1 In these Conditions “Incoterms” means the international rules
for the interpretation of trade terms of the International
Chambers of Commerce as in force at the date when the­Contract is made. Unless the context otherwise requires, any
term or expression which is defined in or given a particularmeaning by the provisions of Incoterms shall have the same
meaning in these Conditions, but if there is any conflict­between the provisions of Incoterms and these Conditions,the latter shall prevail.
15.2 The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods
into the country of destination and for the payment of any­duties thereon.
15.3 The Buyer shall be responsible for arranging for testing andinspection of the Goods at the Seller’s premises before­shipment. The Seller shall have no liability for any claim in­respect of any defect in the Goods which would be apparent
on inspection and which is made after shipment, or in respectof any damage during transit.
15.4 Payment of all amounts due to the Seller shall be made by­irrevocable letter of credit opened by the Buyer in favour of
the Seller and confirmed by a bank acceptable to the Seller orin any other way as agreed and confirmed by the Seller inwriting in the Order Confirmation.
15.5 The Buyer shall not have the right to and hereby undertakes
not to sell or offer the Goods for resale or exportation or exportation to third countries or to sell the Goods to any person
if the Buyer knows or has reason to believe that that person
intends to resell the Goods in any such country.

16. INTELLECTUAL PROPERTY RIGHTS
16.1 The Seller retains full right of property and copyright overall
cost estimates, drawings, illustrations, models, plans, andother documents relating to the Goods as well as informationin tangible and intangible, in particular electronic form, as
well as data, experience, know-how, inventions, intellectual
property rights, designs, samples and trademarks. These may
not be transferred or made available in any other way to athird party. Duplication or copying of such items is only permissible within the confines of operational requirements andcopyright rules. The same applies to any products produced
using the Goods. Any documents, etc., relating to the ordermust be returned immediately on request, or if an order is notplaced.
16.2 The Seller shall not be responsible for any infringement withregard to (a) patent, utility model, trade mark, design or copyright in relation to the use made or fruits of use of the Goodsby the Buyer; (b) information/ specifications/ documentations
provided by the Buyer in relation to Goods, whether in the
Buyer’s country or any other place, and any dispute raised in
respect thereof, shall be settled by the Buyer, and any loss
and/or damages caused thereby shall be borne by the Buyer
and the Buyer shall indemnify the Seller against all damages,
penalties, costs and expenses to which the Seller may­become liable as a result of use made or fruits of use of theGoods by the Buyer which involves the infringement of any
patent or design rights.
16.3 Claims due to infringements of intellectual property rights do
not exist if these are based on the fact that the goods havebeen modified by the Buyer or used together with products
not supplied by the Seller.
17.

The Seller shall not be responsible for damages, injury or lossof any kind whatsoever to any property or persons or animalor produce howsoever caused arising from the use of or inconnection with the use of the Goods.

18.

In the case of partial completion of an order occasioned by
the Seller, the Seller shall be entitled to a quantum meruit.

19.

The Buyer may cancel the order only upon payment to theSeller of all costs incurred by the Seller in respect of the work
which shall be the subject of the cancellation.

20. CONFIDENTIALITY
20.1 The contents of these Conditions, the Contract and all­communication, business or technical information whether
written or verbal between the Parties are confidential. The
Buyer shall not either during or after the tenure of the­Contract disclose the same except so far as is necessary forthe performance of its obligations under the Contract.
20.2 Physical and intangible information shall be returned immediately to the Seller at any time upon request or if no trans­
action takes place, and electronic information shall be deleted
immediately. Seller undertakes to make information and­documents designated as confidential by the Buyer accessible to third parties only with the Buyer’s consent.
20.3 The Buyer shall indemnify the Seller, the costs, expenses,
losses, damages, liabilities etc. that the Seller may suffer orincur or be put to as a result of the Buyer’s disclosure of­confidential information.

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21. GENERAL
21.1 The Seller is a member of the group companies whose holding
company is Karl Mayer Holding GmbH & CO. KG, and accordingly the Seller may perform any of its obligations or exercise
any of its rights hereunder by itself or through any othermember of its group, provided that any act or omission of any
such other member shall be deemed to be the act or omissionof the Seller.
21.2 Any notice required or permitted to be given by either party tothe other under these Conditions shall be in Writing addressedto that other party at its registered office or principal place ofbusiness or such other address as may at the relevant time
have been notified pursuant to this provision to the party­giving the notice.
21.3 No waiver by the Seller of any breach of the Contract by the
Buyer shall be considered as a waiver of any subsequent
breach of the same or any other provision.
21.4 If any provision of these Conditions is held by any competentauthority to be invalid or unenforceable in whole or in part,the validity of the other provisions of these Conditions and theremainder of the provision in question shall not be affected
thereby.
21.5 The Parties shall seek to resolve any dispute, controversy,
claim or breach arising out of or in relation to this Contract­including any dispute as to the existence or validity of thisContract (the “Dispute”), by amicable arrangement and compromise, and only if the Parties fail to resolve the same byamicable arrangement and compromise within a period ofthirty (30) days (the “Dispute Resolution Period”) of receipt of
written notice (the “Dispute Notice”) of the same by the otherParty, either Party may resort to arbitration as provided for inclause 21.6 below.
21.6 After expiration of the Dispute Resolution Period any Dispute
which may arise out of or in connection with this Contract, or
any breach of the binding provisions hereof, shall, unless­amicably settled, be referred to final and binding arbitration
under the Arbitration and Conciliation Act, 1996, as amended
from time to time (the “Arbitration Act”), by three (3) arbitrators. Each Party shall appoint one (1) arbitrator each and thetwo (2) appointed arbitrators shall appoint the third (presiding)
arbitrator. The arbitration shall be conducted in the English
language and shall take place in Ahmedabad, India.
21.7 The Parties shall not stop work during the pendency of arbitration proceedings. Any payment, if due, from either party
under the terms of this Contract shall not be withheld forwhatsoever reason
21.8 The Contract and these Conditions shall be governed by thelaws of India and the Parties agree to submit to the exclusive
jurisdiction of the competent Courts at Ahmedabad, India.

KARL MAYER TEXTILE MACHINERY INDIA PRIVATE LIMITED
Address: Plot No. 302/1, Panchratna Industrial Estate, Sarkhej Bavla Highway, Changodar, Ahmedabad – 382 213 India
Tel : +91-97277 54322 · Email: info.in@karlmayer.com · Website : www.karlmayer.com
CIN: U29304GJ2018FTC120200
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