DEFINITION: The Customer shall mean any party who shall procure products or services of SS Rasayan in accordance with the terms.
AGREEMENT AND ACCEPTANCE: The entire agreement (the “Agreement”) between SS Rasayan and the Customer consists of: (i) SS Rasayan’s proposal for the Products, materials, services, goods (collectively “Services”), and (ii) these Business Terms provided by SS Rasayan. The Agreement shall become binding when agreed and accepted by Customer either by acknowledgment or at the time performance of the Services begins. Any terms and conditions proposed by the Customer which are additional to or inconsistent with the Business Terms contained in the Agreement shall be void, unless specifically agreed to by SS Rasayan in writing, and signed by SS Rasayan’s duly authorized representative.
PAYMENT: Unless otherwise agreed upon, SS Rasayan will invoice Customer at least monthly for Services, with payment due thirty (30) days from the date of invoice. Payment for Services delivered under the Agreement shall constitute an acceptance thereof.
CONFIDENTIAL INFORMATION: The exchange of Confidential Information shall be governed by the Confidentiality Agreement (the “CDA”) in place between the parties. If there is no CDA in place, then the following applies: The parties anticipate that they will exchange proprietary and confidential information during the term of this Agreement. The parties shall treat all information (whether written or oral) exchanged hereunder as confidential, and each party shall use the same degree of care used to protect and maintain its own confidential or proprietary information from unauthorized use or disclosure. Neither party shall use the other party’s proprietary or confidential information for any purpose other than in performance of this Agreement. Neither party shall disclose the other party’s confidential or proprietary information to any third party without prior written permission from the disclosing party. The receiving party may disclose the other party’s confidential or proprietary information to its employees and officers requiring access thereto solely as necessary to perform the Services, provided that each such employee and officer is bound by a written agreement to maintain the confidential or proprietary information in strict confidence and to use such information solely to perform the Services. Disclosing party shall be entitled to equitable relief, including injunction and specific performance, in the event or any breach or threatened breach of this clause by the receiving party or by its employees and officers. Such remedies shall not be deemed to be exclusive remedies of disclosing party, but shall be in addition to all other remedies available at law or in equity.
LIMITATION OF LIABILITY: Except as expressly provided under this Agreement, neither Party hereto shall have any liability for any incidental or consequential damages, including but not limited to the loss of opportunity, loss of use, or loss of revenue or profit in connection with or arising out of this Agreement, even if such party shall have been advised of the possibility of such damages. Without limiting the effect of the foregoing, SS Rasayan’s maximum liability, if any, for damages under any circumstance, shall not exceed the amount which has actually been paid by Customer to SS Rasayan under this Agreement.
INDEMNIFICATION: The Customer shall indemnify, defend and hold SS Rasayan, its affiliates, employees, contractors, agents, suppliers, officers and directors, harmless from and against any claims, losses, liabilities, costs, expenses, or damages (including reasonable attorneys’ fees) incurred by reason of any claim, demand, lawsuit, or action alleging in whole or in part that the material supplied hereunder infringes, violates, or misappropriates the patent, copyright, trade secret, or other intellectual property rights of any third party.
COMPLIANCE WITH LAWS: Customer shall, in the performance of the Agreement, comply with all applicable laws, statutes, rules, regulations and orders of governmental, public and quasi-public authorities.
FORCE MAJEURE: SS Rasayan shall not be liable for, or in connection with, any failure or delay in performance due wholly or partly to any acts of God, explosions, war/civil commotion, strike, lock out or industrial disturbance at or affecting SS Rasayan’s premises, or to any contingency whatsoever beyond its control (e.g., flood, fire, etc.) which prevents or hinders SS Rasayan from performing the services as provided for under the Agreement. If the condition of force majeure in question prevails for a continuous period in excess of thirty (30) days, the parties shall enter into bona fide discussions with a view to alleviating its effects or to agree upon such alternative arrangements as may be fair and reasonable. In case no such arrangement is agreed upon, the other party not affected by force majeure will be entitled to terminate this Agreement by giving seven (7) days’ written notice to the other party affected by force majeure.
GOVERNING LAW: This Proposal shall be governed by and construed in accordance with the laws of India. The Parties agree that the courts of Mumbai, Maharashtra shall have exclusive jurisdiction to settle any dispute that arises out of or in connection with this Agreement.