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Terms of Service

General Terms and conditions of Sale & Delivery

Article 1: Definitions

In these general terms and conditions of sale and delivery, the following terms mean:

Abroader Consultancy India Pvt. Ltd.”: Abroader Consultancy India Pvt. Ltd., private limited company under Indian law.

Customer” or “principal”: The person who commissions Abroader Consultancy India Pvt. Ltd., and/or places an order with Abroader Consultancy India Pvt. Ltd., and/or the person with whom Abroader Consultancy India Pvt. Ltd. enters into an agreement;

Products or Services”: The goods and/or systems or services supplied by Abroader Consultancy India Pvt. Ltd. to the customer.

Article 2: Scope

  • All quotes, offers and/or agreements with Abroader Consultancy India Pvt. Ltd. relating to the supply of goods and/or the provision of services are exclusively governed by the present general terms and conditions of sale and delivery of Abroader Consultancy India Pvt. Ltd., hereinafter referred to as “the conditions”.
  • The principal recognizes, prior to entering into the agreement, having taken cognizance of the conditions that are an integral part of the agreement with Abroader Consultancy India Pvt. Ltd., and having accepted them.
  • Any conditions – of whatsoever nature – that have been adopted by the principal, whether included or not in the general conditions adopted by the principal, only apply if these conditions have been expressly accepted in writing by Abroader Consultancy India Pvt. Ltd. In the absence of such express and written acceptance by Abroader Consultancy India Pvt. Ltd., the general conditions of Abroader Consultancy India Pvt. Ltd. shall always take precedence over the conditions of the principal.

Article 3: Conclusion of the agreement

  • Abroader Consultancy India Pvt. Ltd. is only bound insofar as it has accepted in writing the customer’s order or has sent its invoice. During that interval, the customer may not cancel his order without the written consent of Abroader Consultancy India Pvt. Ltd.
  • Quotes are only binding upon Abroader Consultancy India Pvt. Ltd. if they state a period of validity, this always being subject to the season and availability as well as to the force majeure and chance (such as industrial action, diseases and machine failure), Abroader Consultancy India Pvt. Ltd. reserves the right to alter at any time the characteristics of its products.
  • Upon unilateral cancellation from the side of the buyer, Abroader Consultancy India Pvt. Ltd. is entitled to an amount of 10% of the pending order, increased by the actual expenses incurred by Abroader Consultancy India Pvt. Ltd., without prejudice to Abroader Consultancy India Pvt. Ltd. right to possibly claim higher damages.

Article 4: Transfer of ownership and Risk

  • Abroader Consultancy India Pvt. Ltd. remains the owner of the supplied goods, services or materials until the price has been paid in full and the customer has settled all previous invoices. It reserves the right to claim back at all times the supplied goods at the customer’s expense. A simple letter exercises this re-claim right in the event to the resulting sales price substitutes the supplied goods.
  • Without prejudice to that state above, all risks of whatsoever nature are transferred to the customer from the time of delivery. For the application of the present article, the delivery is deemed to take place from the moment the products have left the buildings that are owned or used by Abroader Consultancy India Pvt. Ltd., even if the delivery is made free of charge.

Article 5: Price

  • Unless otherwise stipulated, all our prices are given in EURO, ex-works, and are exclusive of all duties, costs and taxes.
  • Upon stating or linking a foreign currency, the prices of Abroader Consultancy India Pvt. Ltd. are readjusted, proportionate to the change in the exchange rate of the applied currency in relation to the Euro, at the time of invoicing.

Article 6: Payment

  • Unless otherwise stipulated, payment is to be effected in the manner and the place indicated by Abroader Consultancy India Pvt. Ltd., no later than 30 days following the month of invoicing as per the payment terms agreed for supplies, without discount.
  • Unless otherwise agreed, the invoices of Abroader Consultancy India Pvt. Ltd. are payable by bank transfer.
  • In case of non-payment of the invoice within the specified time, a delay interest rate of 1% per month on the amount fallen due shall be payable, by law from the due date and without prior notice, whereby a portion of a month serves as a full month.
  • In case of non-payment of a sum fallen due, all other amounts not yet due become payable.
  • The customer is not allowed to suspend his payments in the event of a complaint.

Article 7: Periods of delivery

7.1 The specified periods of delivery are approximate and oblige Abroader Consultancy India Pvt. Ltd. to do its utmost to honors them; however, any exceeding thereof shall not give the customer any right to compensation and/or cancellation of his order, nor allow him to invoice any right of suspension with respect to the fulfillment of his payment obligations.

Article 8: Resolution by law and without prior notice

  • Abroader Consultancy India Pvt. Ltd. has the right, by law and without notice, to terminate the agreement, effective immediately, by giving written notification to the customer, in one or more of the cases forth below:
  • when the customer fails to fulfil his obligations or fails to do so adequate or timely manner;
  • in event of bankruptcy or liquidation of the customer;
  • in the event of seizure of bank accounts or other assets of the customer;
  • when the customers , resells, pawns or encumbers with charges products delivered under retention of title;
  • in case of protesting of trade documents belonging to the customer.
  • Abroader Consultancy India Pvt. Ltd. has the right, in the circumstances set out above, to demand guarantees from the customer and/or to suspend the remaining supplies without any formality and without prejudice to all its rights.

Article 9: Acceptance of protest

  • No later than two days following delivery of the products to the customer. In the event of this period being exceeded and/or in case of any other default with respect to the foregoing, any liability of Abroader Consultancy India Pvt. Ltd. shall cease to exist, except in case of intent, it being understood that Abroader Consultancy India Pvt. Ltd. can by no means be held liable for fault committed by its staff.
  • All complaints relating to non-visible flaws must immediately be reported in writing to Abroader Consultancy India Pvt. Ltd. no later than eight days after the customer has received the product.
  • In the event of this period being exceeded and/or in case of any other default with respect to the foregoing, any liability of Abroader Consultancy India Pvt. Ltd. shall cease to exist, except in case of proven intent, it being understood that Abroader Consultancy India Pvt. Ltd. can by no means be held liable for faults committed in this respect by it staff.

Article 10: Access

  • As far as necessary, the customer shall ensure that Abroader Consultancy India Pvt. Ltd. has access, at all times and on its own or accompanied by other persons, to the facilities where the products delivered by Abroader Consultancy India Pvt. Ltd. and of which it still is the owner, are located.
  • The customer shall inform Abroader Consultancy India Pvt. Ltd., at its initial request and at any time, in writing about the location of each product delivered by Abroader Consultancy India Pvt. Ltd. and of which it is still the owner.

Article 11: Liability

  • Abroader Consultancy India Pvt. Ltd. shall not be liable for indemnity to the customer or to any third party for indirect damage, including but not limited to: loss of profit and increase in overhead as a result of malfunctions, interruptions or a shutdown of the customer organization or of part thereof owing to the delivery of goods which are not in accordance with the demand or any other delivery not in accordance with the demand.
  • With the exception of intent on part of Abroader Consultancy India Pvt. Ltd. being liable for errors of its staff, any liability of Abroader Consultancy India Pvt. Ltd. for direct damage or loss sustained by the customer or any third party is excluded. Subsequently, both for direct and indirect damage, the customer agrees to irrevocable and definitively waive his rights of redress or claims, if any, vis-à-vis Abroader Consultancy India Pvt. Ltd.
  • The returning of products will only be accepted with the written permission of Abroader Consultancy India Pvt. Ltd. and in accordance with its instructions.
  • Unless otherwise stipulated, the costs and risks of the return shipments carried out by the customer shall be borne by him, as well as the disassembling and reassembling of the parts. When on-site repairs are needed, the travel and accommodation costs of Abroader Consultancy India Pvt. Ltd. staff (as well as of people working as subcontractors for Abroader Consultancy India Pvt. Ltd., as may be the case) as well as the transport costs and risks of the required tools and equipments shall be borne by the customer, unless otherwise agreed.
  • Abroader Consultancy India Pvt. Ltd. is not responsible for:
  • damage resulting in part from an error on the part of the victim or of a person for which the victim is answerable for;
  • infringements on patents, licenses and/or other rights of third parties resulting from the use of data provided by or on behalf the principal;
  • damage done to or the loss of, through any cause whatsoever, raw materials, semi-finished products, models, tools, etc. made available by the principal.
  • potential claims made by final customers/consumers that customer supplies/retails to.

11.7 The customer expressly agrees to indemnify Abroader Consultancy India Pvt. Ltd. and to fully compensate it for all claims from third parties with respect to compensation for damage sustained by them.

11.8 The customer expressly agrees to indemnify Abroader Consultancy India Pvt. Ltd. and to fully compensate it for all claims from third parties following a violation of the law of 25 February 1991 relating to liability for faulty products or any similar legal requirement based or not on the European directives pertaining to product liability, including the claims against Abroader Consultancy India Pvt. Ltd. co-debtors having been kept in solidity.

Article 12: Intellectual property

12.1 All information and documentation provided to the customer remains the property of Abroader Consultancy India Pvt. Ltd. It may not be wholly or partially photocopied, nor may it be shown to third parties and/or handled to them in any form whatsoever. It may be used solely for the purpose for which it was provided. The supplying of the said information shall not be construed as a transfer or the granting of a license, patent or any other intellectual or industrial proprietary right, nor shall the passing of this information constitute a guarantee as to the non-violation of intellectual or industrial proprietary rights of third parties.

Article 13: Applicable law and jurisdiction

  • All quotes, offers and/or agreements with Abroader Consultancy India Pvt. Ltd. are governed by Indian law, with the exclusion of international treaties or similar regulations pertaining to the purchase of movables or any exclusion specifically mentioned in the agreement between Abroader Consultancy India Pvt. Ltd.
  • All quotes, offers and/or agreements with Abroader Consultancy VOF (Amsterdam) are governed by Dutch law, with the exclusion of international treaties or similar regulations pertaining to the purchase of movables or any exclusion specifically mentioned in the agreement between Abroader VOF.

Article 14: Interpretation

  • The articles heading set forth in the agreement concluded between the parties and in the general conditions are included for reference purposes only and shall by no means determine, restrict or expand the contents or meaning of those conditions. They are no art of these conditions irrespective of the objective.
  • In the event that a provision or part of a provision of these conditions were to be void or non-opposable, or be non enforceable for whatever reason, the provisions of these general conditions would continue to be in full force. In such case, the parties shall pursue, in good faith, a solution and/or provision that best resembles the provision or part of the provision that would have been declared void, non-opposable or non enforceable.

Abroader Consultancy India Pvt. Ltd. (Goa)

Abroader VOF (Amsterdam)

Goa-Amsterdam, 2014