1. Ellsworth acceptance is subject to the availability of stock and to Ellsworth prices in effect at time of shipment.
Buyer is solely responsible for determining the suitability of the Goods purchased for the use contemplated by Buyer and Buyer assumes all risk and liability for loss, damage or injury to property out of the use or possession of the Goods furnished under this Agreement.
3. Buyer's exclusive remedy and Ellsworth sole responsibility for any claim or cause of action arising under this Agreement is expressly limited to either (1) replacement or refund of the purchase price of all Goods shown to be other than as warranted, or (2) payment not to exceed the purchase price of the specific goods for which damages are claimed.
4. Any applicable taxes or government charges may, at Ellsworth option, be added to Ellsworth price in effect at the time of shipment. The payment terms and due date shall be those stated on the front of this form. If payment is not received within the due date, Ellsworth may charge interest at a monthly rate of 1.5%, or the maximum rate allowed by applicable law, whichever is less, on all overdue amounts without notification. The Payment Due Date is the date Ellsworth expects to RECEIVE payment. Unauthorized payment deductions are not allowed for any reason and may interrupt Goods delivery.
5. The Buyer shall bear and pay for any duty, tariff or other expenses which may be imposed or the rate thereof increased after the signing of this Contract by both the Buyer and Seller or acceptance of purchase order.
6. If the Buyer shall fail to take or accept delivery of the said goods or any part thereof, then on and as from the time when delivery of the said goods should have been taken by the Buyer, the risks or loss or damage or deterioration of the said goods from whatever cause arising shall pass to and be borne by the Buyer AND the Seller (without prejudice to the generality of the Seller’s rights herein and/or other rights and remedies available in equity and law) at the Seller’s sole discretion shall be entitled to exercise the following:
the Seller shall be entitled to hold the said goods but entirely at the risk and expenses of the Buyer for such time as the Seller shall in its sole discretion see fit. In such event, the Buyer shall pay to the Seller on demand all storage charges, insurance premium and interest on the price at the rate of 1.5% per month calculated on a daily basis from the date when the Buyer should have taken delivery of the said goods until delivery of the said goods shall have been taken and the price thereof fully paid. Notwithstanding the risks of the said goods shall have been passed to the Buyer as aforesaid, the property in the said goods shall not pass unless and until full payment of the above mentioned price charges and expenses and interest shall have been fully paid.
7. If the said goods shall be damaged or lost while in transit from the manufacturers/ suppliers to the Seller in India or in storage before or after arrival in India, the Buyer must take delivery of the said goods at an allowance to be determined by a duly qualified surveyor practicing in India to be solely appointed by the Seller. If Buyer found shipment in damage or outer box of the shipment in tamper condition then please make a mark on POD/ LR copy of the freight forwarder at the time of receipt of goods. In the absence of any remark on POD/ LR from your side, then it will be deemed as the shipment received by you in good conditions. Any later comment on short or damage receipt of shipment will not be considered.
8. The Seller shall not be liable to the Buyer for any loss or damages arising out of or in connection with failure on the part of the Seller to deliver or delay in delivery of the said goods or parts thereof if such non‐delivery or delay shall be due to any contingencies beyond the control of the Seller including but not limited to the failure of the manufacturers/suppliers to supply to the Seller the same or to supply to the Seller the same in time, shortage of labour, Act of God, strike, shortage of raw material, war (whether declared or not), hostilities civil strike, commotion, damage and loss to the said goods while in transit(whether by air, sea or land transportation) from the manufacturers/suppliers to the Seller;delay by carriers (whether by air sea or land), delay caused by banks and go down in the release of the said goods, delay caused by failure to comply with and/or observe rules and regulations of government agencies abroad and in India, failure to comply with terms of letters of credit and/or other bank documents and/or requirements of bankers of the manufacturers/suppliers.
9. Notwithstanding that credit has been given for the payment of the price of the said goods, the Seller shall be entitled to retain possession thereof until payment.
10. Should any dispute arise with regard to the state or quality or fitness or merchantable quality or condition of the said goods or otherwise in connection with the terms of this Contract, the Buyer shall nevertheless take delivery of the said goods and make due payment therefore as herein agreed.
11. The description hereinbefore given of the said goods has been given by way of identification thereof only and the use of such description shall not constitute a sale by description.
12. The Seller will not be responsible for the quality or fitness of the said goods for any purpose but the Buyer must take them on its own judgment as the result of its examination of the same. Nor shall any description of the said goods given by the Seller constitute a sale by description.
13. The Seller binds itself only to the delivery of the said goods in accordance with the general description under which they were sold, whether or not any special or particular description shall have been given or shall be implied by law. Any such special or particular description shall be taken only as the expression of the Seller’s opinion in that behalf. The Seller does not give any warranty as to the quality state condition or fitness of the goods, which must be taken by the Buyer with all faults and imperfection.
14. The Buyer shall not cancel, modify or change any term or condition hereof without the Seller’s written consent. No claim or right of the Seller will be waived or renounced in whole or in part unless the waiver or renounciation of such claim or right is acknowledged and confirmed in writing by the Seller.
15. This Contract shall be governed by the laws of Delhi and both the Seller and the Buyer irrevocably submits to the jurisdiction of the Courts in Delhi.
16. Our Marine policy number is 2016-C1398313-MLO of Future Generali India Insurance.
17. All declarations in form C or I as applicable should be submitted within 90 days at our registered office. “12th Floor, Gopal Heights, Netaji Subhash Place, Pitampura, New Delhi-110034”. Differential tax and penalties will levied as applicable if forms are not submitted on Time.