Conditions of Sale

(Applicable to Order Acknowledgement against Purchase Order)

1. Price, Offer and Acceptance

The sale of products (“Products”) by Chem-Trend Chemicals Company Private Limited (“CTIND”) are exclusively governed by these terms.
A price quote by CTIND supersedes all prior agreements. Prices quoted are valid for thirty (30) days.
CTIND reserves the right to increase any price in the event of increased costs beyond CTIND’s reasonable control including, without limitation, energy, labor, government tariffs, and raw material costs.
When Buyer issues a purchase order or accepts the Products, Buyer accepts these terms, and any additional terms proposed by Buyer are expressly rejected unless agreed to in writing.

2. Payment Terms

2.1. Payments shall be made through electronic mode like NEFT/RTGS to the specified company bank account only.

2.2. Unless otherwise specified, payment shall be due within thirty (30) days from the invoice date.

2.3. Any delay beyond the agreed credit period shall attract interest at 18% per annum, calculated from the due date until realization.

2.4. CTIND may, among other remedies, terminate this Contract or suspend further deliveries if Buyer fails to make payment when due. CTIND reserves the right to require full or partial payment in advance based on CTIND’s opinion of Buyer’s financial condition. All payments shall be made without offset.

3. GST and Statutory Compliance

3.1. The GST invoice shall be issued along with the consignment or forwarded through the transporter. The Buyer shall be responsible for collecting and safeguarding the GST invoice.

3.2. CTIND uploads invoice details to the GST portal on a monthly basis. The Buyer is responsible for periodically verifying the same.

3.3. CTIND shall not be liable for loss of GST input tax credit arising from delays or omissions on the part of the Buyer.

4. Delivery, Transit & Insurance

4.1. Any damage or shortage observed during transit must be clearly endorsed on the Lorry Receipt / Delivery Docket at the time of receipt.

4.2. The Buyer shall inspect the goods immediately upon delivery and notify CTIND in writing within 24 hours of receipt in case of suspected damage.

4.3. Claims for transit damage without proper endorsement on the Lorry Receipt / Docket shall not be entertained.

4.4. CTIND shall arrange transit insurance up to delivery. Upon acceptance of goods, responsibility for insurance shall rest solely with the Buyer.

4.5. CTIND may make delivery in installments, each of which may be separately invoiced. Delay in delivery of any installment shall not relieve Buyer of its obligation to accept remaining installments. CTIND will use reasonable efforts to deliver Products on time but will not be liable for any expenses or damages incurred as a result of late delivery.

4.6. In the event of any general increase in freight costs or any ruling affecting freight rates, CTIND may, at its option, increase the price for the Products to reflect such additional freight costs without advance notice.

5. Product Acceptance & Liability

5.1. The products supplied shall conform to the specifications agreed between the Buyer and CTIND.

5.2. The Buyer must notify CTIND of any non-conformity within 15 days of receipt of goods.

5.3. Upon acceptance of the goods, all risks and title shall pass to the Buyer. No claims relating to quality, specification, warranty, or fitness for purpose shall be entertained thereafter.

5.4. No warranties, express or implied, including warranties of merchantability or fitness for a particular purpose, shall apply beyond those expressly agreed in writing.

5.5. CTIND shall not be liable for any indirect, incidental, or third-party damages.

6. Indemnity & Limitation of Liability

6.1. The Buyer shall indemnify, defend, and hold harmless CTIND against all losses, liabilities, claims, damages, costs, and expenses (including reasonable legal fees) arising from:

• violation of applicable laws.
• negligence or willful misconduct by the Buyer.

6.2. CTIND’s total aggregate liability, if any, shall be strictly limited to the invoice value of the goods supplied.

7. Force Majeure & General Conditions

7.1. CTIND shall not be liable for failure or delay in performance due to events beyond its reasonable control, including but not limited to natural calamities, unavailability of materials, fire, floods, war, labor disturbances, government restrictions, or transport disruptions.

7.2. Delays caused by transporters shall not be attributable to CTIND.

7.3. Any discrepancies in documents or quantities must be reported in writing within 7 days from receipt of goods.

7.4. Rejection of goods due to non-conformity must be communicated within 15 days of receipt, along with a detailed rejection report.

7.5. Rejected goods shall be returned only upon written authorization from CTIND and with all statutory documents.

7.6. Free replacement or rectification shall be subject to receipt of rejected material at CTIND’s warehouse.

7.7. Loss of GST credit due to non-compliance with return procedures shall be borne by the Buyer.

8. Confidentiality

Buyer agrees that all formula and technical information relating to the Products are confidential and proprietary to CTIND. Buyer is purchasing the Products solely for use in manufacturing processes and not for analysis, reverse engineering, resale, or distribution to third parties. Buyer will not disclose any proprietary information to any other person.

9. Patent Infringement

CTIND will defend or settle at its sole expense any third-party claim against Buyer alleging that the use of the Products infringes a patent or copyright, provided (a) the alleged infringement does not arise from Buyer’s specifications or modifications, (b) CTIND receives prompt written notice of such claim, and (c) Buyer provides CTIND with all information available to the Buyer for the defense and cooperates with CTIND and does not take a stand adverse to CTIND. CTIND’s liability is limited to the acquisition of a license, replacement of Products, or a refund.

10. Restricted Use

The products supplied shall not be used for:

• applications involving direct contact with the human body unless explicitly approved.
• nuclear power or reprocessing facilities.
• activities restricted under export control or anti-terrorism regulations.
• manufacture of weapons or products intended to cause harm.

11. Product Information

The Buyer is advised to refer to the Product Data Sheet (PDS) and Material Safety Data Sheet (MSDS) for detailed product information and safe handling instructions.

12. Governing Law & Jurisdiction

All disputes arising out of or in connection with the Order Acknowledgement shall be subject to the exclusive jurisdiction of the courts at Bangalore and governed by the laws of India. Any action against CTIND must commence within one (1) year after the cause of action has accrued. Buyer shall be obligated to CTIND for all costs and expenses incurred by CTIND in collecting any amounts not timely paid.

13. Entire Agreement and Severability

This Agreement constitutes the entire agreement and cannot be modified except by a new written agreement. If any provision of this Contract is unenforceable, invalid or illegal, the remaining provisions will remain in full effect.