T&C of Sale

 

Last updated: April 1, 2022

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These Terms and Conditions of Sale (“Agreement”) govern in all respects any purchases of Products (“Products”) by the purchaser identified on any quotation or order acknowledgement form (“Buyer”) from Miantic AV Distribution Pvt Ltd (“Miantic”).

 

1. Prices and Taxes.

Prices are those in effect when MIANTIC accepts a purchase order. MIANTIC may accept or reject purchase orders in its sole discretion. Buyer must pay or promptly reimburse MIANTIC for any sales, use or any other local, state – Central taxes arising from the sale or delivery of the Products or provide an exemption certificate. All prices, models, and material specifications are subject to change or withdrawal by MIANTIC without notice.

2. Payment. 

Upon approved credit, terms of payment are net 30 days from date of invoice. Buyer must pay all amounts by Bank Transfer or cheque. All prices are quoted, and must be paid, in Indian Rupees, unless otherwise specified by MIANTIC. If Buyer fails to make any payment or pay any invoice according to its terms, or upon such credit terms as expressly agreed to in writing by MIANTIC, then, in addition to all other rights and remedies available to MIANTIC: (a) MIANTIC has the right to terminate the Agreement or suspend further performance under the Agreement and other agreements with Buyer; and (b) Buyer shall be liable to MIANTIC for all reasonable costs of collection, including reasonable attorneys’ fees and expenses. Past due amounts are subject to service charges of 1.5% per month (or the maximum amount permitted by Law) and, if credit terms have been agreed to in writing, MIANTIC reserves the right to charge Lawful rates of interest upon any outstanding balance, whether past due or not. Buyer hereby agrees that MIANTIC shall have the right to offset any outstanding amounts owed by MIANTIC or its affiliates to Buyer or its affiliates against whatever Buyer then owes to MIANTIC.

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3. Changes.

MIANTIC may revise prices, dates of delivery, and warranties with the approval of Manufacture upon acceptance of requests by Buyer for modifications to Products.

 

4. Shipment and Delivery. 

The applicable shipping term for each transaction for Products between MIANTIC and Buyer is as indicated

on the order acknowledgment form. Any claims for shortages or damages suffered in transit must be submitted directly to the carrier. All shipping dates are approximate and not guaranteed. MIANTIC reserves the right to make partial shipments. MIANTIC is not bound to tender delivery of any Products for which Buyer has not provided shipping instructions. If shipment of Products is postponed or delayed by Buyer for any reason, including a Force Majeure Event, MIANTIC may move Products to storage for the account of and at the risk of Buyer and the Products will be deemed delivered. Products may not be returned except with the prior written consent of MIANTIC, which may include additional terms.

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5. Inspection and Acceptance.

Any claims for non-conforming shipments must be made in writing to MIANTIC within five (5) business days after the date the impacted shipment arrives at Buyer’s designated destination. Claims not made within such period shall be deemed waived and released. MIANTIC may inspect the non-conforming shipment and if MIANTIC agrees that the shipment is non-conforming, MIANTIC shall, at its option and at no additional expense to Buyer, repair, replace, or supplement the non-conforming shipment.

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6. Limited Warranty.

Please refer to each Product’s Manufacture guideline for warranty. Here Miantic is acting as agent on behalf of Manufacture Hence liability of Miantic will be limited to as per Manufacture’s warranty terms. Please visit manufacture’s website for more details.

 

7. Indemnity.

Buyer shall defend, indemnify, and hold harmless MIANTIC, its affiliates and their officers, employees, and agents against all claims, damages, liability, losses, fines, or judgments, including without limitation costs, reasonable attorneys’ fees and expenses, and other expenses, relating to or arising out of (a) Buyer’s breach of the Agreement; (b) death or injuries to persons or property due to Buyer’s breach of the Agreement; (c) Buyer’s failure to comply with all applicable Laws, rules, orders, regulations relating to or affecting this Agreement, or (d) infringement of a third party’s intellectual property rights by Buyers use or sale of any Products.

 

8. Excuse of Performance.

MIANTIC has no liability for non-performance beyond its reasonable control due to, including without limitation: acts of God; acts of Buyer; war (declared or undeclared); terrorism or other criminal conduct; fire; flood; weather; sabotage; pandemics; strikes or labor or civil disturbances; governmental requests, restrictions, Laws, regulations, orders, omissions or actions; unavailability of, or delays in, utilities or transportation; default of suppliers or other inability to obtain necessary materials; or embargoes (each, a “Force Majeure Event“). Deliveries or other performance may be suspended for an appropriate period of time or canceled by MIANTIC upon notice to Buyer in the event of a Force Majeure Event, but the remainder of the Agreement will otherwise remain unaffected as a result of the Force Majeure Event. If MIANTIC determines that the total demand for Products is hindered, limited, or made impracticable due to a Force Majeure Event, MIANTIC may delay delivery of Products and allocate its available supply of Products (without obligation to acquire other supplies of any such Products) among its customers on such basis as MIANTIC, in its sole discretion, determines to be equitable without liability for any failure of performance. In the event of a Force Majeure Event, the date of delivery will be extended by a period equal to the delay plus a reasonable time to resume production.

 

9. Laws and Regulations.

Compliance with any Central, state, provincial or local laws, regulations and directives (“Laws“) relating to the installation, operation, or use of Products is the sole responsibility of Buyer. In addition, Buyer shall comply with all applicable Laws, rules, regulations and orders related to anti-bribery, anti-corruption, anti-slavery and human trafficking legislation, any other applicable national, state, provincial or territorial anti-bribery or anti-corruption law or statutes and, as such, will make no offer, payment, or gift, will not promise to pay or give, and will not authorize, directly or indirectly, the promise or payment of, any money or anything of value to any government official, any political party or its officials, or any person while knowing or having reason to know that all or a portion of such money or item of value will be offered, given, or promised for the purpose of influencing any decision or act to assist MIANTIC or Buyer or otherwise obtaining any improper advantage or benefit. The Agreement is governed by and interpreted according to the Laws of the India, without regard to conflicts of law. Any disputes arising from this Agreement shall be brought in a state or High court located in Hyderabad,Telengana and the parties hereby irrevocably consent to the exclusive jurisdiction and venue of the state courts of Hyderabad,Telengana.

 

10. Drawings.

Any designs, manufacturing drawings, or other information submitted to Buyer remain the exclusive property of MIANTIC. Buyer shall not, without MIANTIC’s prior written consent, copy such information or disclose such information to a third party.

 

11. MIANTIC Intellectual Property.

Buyer acknowledges and agrees that, except as expressly granted herein, MIANTIC owns all right, title and interest in and to any MIANTIC names, logos, trademarks, trade dress, service marks, designs, marks, domain names, patents, copyrights or copyrighted material, trade secrets, or other intellectual or proprietary property associated with the Products (“MIANTIC Intellectual Property”). For the term of this Agreement, MIANTIC grants Buyer a limited, revocable, non-transferrable, non-exclusive, license to use, sell, offer for sale and market the MIANTIC Intellectual Property solely to perform Buyer’s obligations under this Agreement, and for no other purpose. Buyer’s use of the MIANTIC Intellectual Property shall follow good trademark and copyright practices, including protecting the value of the goodwill associated with the MIANTIC Intellectual Property. Each initial use of the MIANTIC Intellectual Property by Buyer shall be subject to MIANTIC’s prior written approval. Buyer shall not modify or create any derivative works of any MIANTIC Intellectual Property.

a. Software License. If Buyer has access to services or software as a service (e.g., RTI Driver) in connection with the Products, the terms of any such software shall be set forth in a subscription agreement to be entered into by MIANTIC (or third party) and Buyer in connection therewith. All services and software are subscription based, and any rights to access such services is limited and expires upon the expiration of the applicable order or upon failure to pay for such services.

 

12. Cancellation.

Buyer may cancel orders only upon reasonable advance written notice and upon payment to MIANTIC of cancellation charges which include without limitation: (a) all costs and expenses directly incurred by MIANTIC, including without limitation stopping delivery, transportation, storage fees, and return or resale costs, (b) if such products are unique to Buyer, costs related to works in progress and components ordered or otherwise used in connection with such cancelled order, and (c) a fixed sum of 10% of the total price of Products to compensate for disruption in scheduling, planned production, and other indirect and administrative costs. MIANTIC, in its sole discretion, may cancel or delay shipment of any orders without liability to Buyer with respect to such cancellation.

 

13. No Internet Sales.

BUYER IS SPECIFICALLY PROHIBITED FROM RESELLING THE PRODUCTS VIA THE INTERNET OR TO ANY PERSON OR ENTITY.

 

14. General Provisions. 

The Agreement constitutes the entire agreement between the parties and supersedes all other communications between the parties relating to the subject matter of the Agreement. Buyer acknowledges any terms or conditions in the hyperlink are incorporated in the Agreement by reference and that it is Buyer’s responsibility to review the content of the hyperlinks referenced in the Agreement. MIANTIC’s quotations are offers that may only be accepted in full. No conditions, usage or trade, course of dealing or performance, understanding, or agreement purporting to modify, vary, explain, reject, or supplement the Agreement shall be binding unless made in writing and signed by both parties, expressly and specifically referencing this Agreement. Any terms and conditions in any receipt, acknowledgment, or acceptance by Buyer, other than to express type and quantity of Product ordered, including without limitation in any Buyer purchase order, shipping instruction form, or other documentation, are void and without effect. No waiver by either party with respect to any breach or default or of any right or remedy and no course of dealing, shall be deemed to constitute a continuing waiver of any other breach or default or of any other right or remedy, unless such waiver is expressed in a writing signed by both parties, specifically referencing this Agreement. Nothing in this Agreement confers upon any person other than MIANTIC and Buyer any right or remedy under or by reason of this Agreement. All typographical or clerical errors made by MIANTIC in any quotation, acknowledgment, or publication are subject to correction. MIANTIC’s sale of Products to Buyer hereunder is hereby expressly made conditional on the terms and conditions of this Agreement to the exclusion of all other terms and conditions. If Buyer disagrees with the Agreement, Product may be returned in accordance with the Return Product Authorization (RA) process. Contact to Sales Representatives for RMA form.