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General terms & conditions

BOXPLOT ANALYSER PRIVATE LIMITED (hereafter, “COMPANY”) GENERAL TERMS AND CONDITIONS OF BUSINESS

  1. The company reserves the right to delegate the performance of all or a portion of the services hereunder to an affiliate, agent or subcontractor of the company, and client consents to such delegation.
  2. Every officer, employee, agent or subcontractor of the company shall have the benefit of the limitations of liability and the indemnities contained in the conditions. So far as relates to such limitations and indemnities, any contract entered into by the company is entered into not only on its own behalf but also as agent and trustee for every such person as aforesaid.
  3. The names, service marks, trademarks and copyrights of the company and its affiliates shall remain the sole property of the company or its affiliates and shall not be used by client except solely to the extent that client obtains the prior written approval of the company and then only in the manner prescribed by the Company.  Client shall not contest the validity of the marks or take any action that might impair the value or goodwill associated with the marks or the image or reputation of the company or its affiliates.
  4. All payment(s) in full or partial payment(s) shall be paid.  Projects, where the payment(s) are payable against the invoices (subject to full or partial completion of project) as specified in the quotation shall be paid within 30 days.  Any dues above 30 days after the date of invoice, interest may be incurred on overdue amounts from the due date until paid at an interest rate of 2.0% per month or, if less, the maximum rate permitted by law.  The company reserves the right, at any time and from time to time, to revoke any credit extended to client.  Client shall reimburse the company for any costs it incurs in collecting past due amounts, including court costs and fees and expenses of attorneys and collection agencies.
  5. Client shall provide, or cause client’s suppliers and contractors to provide, on a timely basis, to the company all documents and information necessary to enable the company to perform its’ agreed services.
  6. Client represents and warrants to the company that client accepts sole responsibility and liability for the accuracy of documents submitted to government or other regulatory bodies, including for avoidance of doubt, certificates of compliance required.
  7. The company shall undertake due care and ordinary skill in the performance of its services to client and the client will hold the company responsible only where such skill has not been exercised and, even in such event, only to the extent of the limitation of liability set forth herein.
  8. Client understands and agrees that the company is neither an insurer nor a guarantor, that the company, by providing the services, does not take the place of client or any third party and that the company disclaims all liability in such capacities. If to the extent that client releases any third party from its liabilities, obligations and duties with respect to service commenced, client will assume and undertake as its own such liabilities, obligations and duties. 
  9. If client desires to assert a claim it shall be executed particularity the basis for such claim within 60 days from discovery of the potential claim and not more than 60 days.  The client has to intimate with a written claim to the company within the above specified time period for any claim if so.
  10. Client shall, hold harmless and indemnify the company, its affiliates and their respective directors, officers, employees, agents and subcontractors against all actual or alleged third party claims for loss, damage or expense of whatsoever nature and howsoever arising from or relating to the performance, purported performance or non-performance of any services by the company, or breach of client’s obligations or warranties under this agreement.
  11. Limitations of liability (a) in no event whatsoever shall the company be liable for any consequential, special, incidental, exemplary or punitive damages in connection with, relating to the services provided by the company hereunder, including without limitation loss of or damage to property or reputation; or loss of income, profit or use.
  12. Notwithstanding any provision to the contrary contained herein, and in recognition of the relative risks and benefits to client, the risks have been allocated such that under no circumstances whatsoever shall the liability of the company to the client or any third party in respect of any claim for loss, indemnity, contribution, damage or expense, of whatsoever nature or magnitude, and howsoever arising, exceed an amount equal to the amount of the fees paid to the company for the specific services which gave rise to such claim.
  13. In case, the company’s engineer / officer finds that the location is not suitable for carrying out a intended work properly at the premises of the client, the client shall be responsible for all costs and expenses incurred in relation thereto.
  14. The company shall not be liable for any loss or damage whatsoever resulting from any delay in the performance of its obligations hereunder or from the failure of the company to provide its services within any time period for completion estimated by the company.
  15. Regardless of the cause of the delay or failure. In addition, if any event of force majeure or any event outside the control of the company occurs, the company may immediately cancel or suspend its performance hereunder without incurring any liability whatsoever to client.
  16. These conditions shall be governed by, and construed in accordance with, the local laws of the country where the company performs the testing services or, in the case of activities performed in India, the laws of the India. Client waives the right to interpose any counterclaim or setoffs of any nature in any litigation arising hereunder. Any proceeding related to the subject matter hereof shall be brought, if at all, in the courts of the country where the company performs the tests or services, in the case of tests performed in India, the courts of the India. Client waives the right to interpose any counterclaim or setoffs of any nature in any litigation arising hereunder.
  17. In the event of any suspension of payment(s), arrangement with creditors, bankruptcy, insolvency, receivership or cessation of business or failure of the client to pay part or all of any sums owing to the company, the company shall be entitled to suspend all further performance of its services and withhold the execution of further activities without liability of refund of payment if any advance payment made already to the company.
  18. Any claim or dispute arising out of or relating to any agreement to provide or the provision of agreement to provide, services by the company shall be referred to and determined by arbitration subject to the company’s sole and overriding discretion to commence litigation proceedings in the courts of India. The parties may agree to the appointment of an arbitrator failing which either party may, after having made a written request to concur in the appointment of an arbitrator, request the Indian Council of Arbitration (ICA), to appoint an arbitrator.  There shall only be one arbitrator.  For any arbitral proceedings, the language shall be English. The place of arbitration shall be in New Delhi.