STANDARD TERMS AND CONDITIONS OF SALE
1. Applicability and Entire Agreement
These Terms and Conditions of Sale (“Terms”) exclusively govern all sales of goods and provision of services by LEOSCALIAX SOLUTIONS PRIVATE LIMITED (“Seller”) to the purchaser (“Buyer”). Any terms and conditions proposed by the Buyer that deviate from or conflict with these Terms shall be deemed null and void unless expressly accepted in writing by an authorized representative of the Seller. No amendment or waiver of any provision shall be effective unless in writing and duly executed by the Seller.
2. Invoicing and Payment Terms
All invoices issued by the Seller are strictly payable in full within fifteen (15) working days from the invoice date, unless a different payment period is expressly stipulated on the relevant invoice or order confirmation.
Should the Buyer fail to remit payment by the stipulated due date, the Seller shall be entitled to levy interest on the outstanding balance at a rate of twenty-four percent (24%) per annum, calculated from the due date until all sums due are received in full.
The Seller further reserves the right, without notice, to suspend or withhold any ongoing or future deliveries and services in the event of delayed or defaulted payment.
3. Debt Recovery and Associated Costs
In circumstances where any amount remains overdue for a period exceeding forty-five (45) days from the original due date, the Seller may, at its sole discretion, initiate debt recovery proceedings. All costs incurred in pursuing recovery, including reasonable legal fees and expenses, shall be borne solely by the Buyer.
4. Withholding Tax and Statutory Deductions
In jurisdictions where withholding taxes or other statutory deductions are applicable, the Buyer shall remain solely responsible for the payment of such amounts to the relevant authorities. Under no circumstances shall the Seller be liable for any such taxes, deductions, or levies imposed by the Buyer’s country of operation. The gross invoice amount, exclusive of any deductions, shall remain payable to the Seller.
5. Retention of Title / Ownership
Title to the goods supplied shall remain vested in the Seller until all invoices and related charges are paid in full by the Buyer. The Buyer shall not pledge, assign, transfer, or otherwise encumber the goods until legal title has passed.
6. Delivery, Limitation of Liability, and No Return Policy
The Seller will endeavor to deliver goods and perform services in accordance with the timelines mutually agreed upon. All delivery dates are indicative and are not deemed to be of the essence unless expressly agreed otherwise in writing.
Goods once sold and delivered are non-returnable and shall not be accepted back under any circumstances.
Seller shall not be liable, whether in contract, tort, or otherwise, for any special, indirect, consequential, or incidental damages, or for any losses, including but not limited to loss of profit, revenue, use, or data, arising out of the supply or use of goods or provision of services. In no event shall the aggregate liability of the Seller exceed the actual amount paid by the Buyer for the specific goods or services giving rise to the claim.
7. Disclaimer of Compliance and Warranty
Unless expressly and specifically agreed in writing by the Seller and referenced in the purchase contract or invoice, Seller provides no representation, warranty, assurance, or guarantee with respect to conformity or compliance of any goods or services with any regulatory, statutory, quality management, or industry standards or certifications, including but not limited to CDSCO, ISO 13485, ISO 9001, BIS, CE Mark, HTM 02-01, NFPA 99, or ISO 7396-1. Absence of such explicit written agreement means the Seller has no obligation and undertakes no liability with respect to any such compliance and shall not in any event be liable for any direct or indirect consequence, loss, penalty, sanction, claim, or damages arising from any alleged or actual non-compliance.
8. Installation and After-Sales Support
Where installation, commissioning, or after-sales support services are expressly agreed in writing as included in the Buyer’s order, the scope, timing, and fees for such services will be as stated in the order confirmation. Any delay or failure due to site conditions not attributable to the Seller may result in additional charges to the Buyer, and in no way shall be deemed Seller’s responsibility.
9. Indemnification
The Buyer agrees to indemnify, defend, and hold harmless the Seller, its affiliates, officers, and employees from any and all claims, damages, losses, liabilities, penalties, fines, or expenses (including legal fees) resulting from the Buyer’s use, resale, handling, or installation of the goods or from any failure, alleged or actual, to comply with laws, regulations, or standards, except to the extent caused solely by the Seller’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.
10. Intellectual Property
All technical drawings, documents, data, and intellectual property furnished by the Seller in connection with any quotation, order, or contract remain the exclusive property of the Seller and must not be disclosed to third parties or used beyond the scope of the relevant engagement without the Seller’s prior written consent.
11. Confidentiality
Both parties agree to treat all proprietary or confidential information exchanged in connection with the agreement as strictly confidential and not to disclose such information to any third party without written consent, unless required by law.
12. Cancellation & Restocking Fees
Orders, once placed, can only be cancelled or amended with the Seller’s prior written consent. In such cases, the Seller reserves the right to apply a reasonable cancellation or restocking fee.
13. Export Restrictions
The Buyer is responsible for ensuring compliance with all applicable export control laws and regulations and shall not directly or indirectly export, re-export, transfer, or use the Seller’s goods or technology contrary to any relevant legislation.
14. Compliance with Laws – Limitation
The Buyer undertakes to use and apply the goods and services provided by the Seller in compliance with all applicable laws and regulations, including those specific to healthcare and infrastructure. Seller assumes no responsibility for such compliance unless specifically and expressly undertaken in writing as part of the contract, and shall have no liability for any compliance failure, sanction, or damage howsoever caused.
15. Regulatory Compliance and Certifications – Conditional Application & Disclaimer
Where, and only where, expressly stipulated and agreed in writing by the Seller in a specific contract or order, the Seller may supply goods that are licensed, registered, or conform to applicable standards of CDSCO, ISO 13485, ISO 9001, CE Marking, BIS, HTM 02-01, NFPA 99, ISO 7396-1, or other relevant regulations. Any such confirmation shall apply solely to the designated goods, and only to that specific transaction.
Unless so expressly undertaken, the Seller makes no assurance or commitment regarding any such regulatory compliance or certification and expressly disclaims any liability, direct or indirect, arising from any form of compliance obligation, regulatory requirement, customer expectation, or failure thereof, including but not limited to penalties, recall, costs, damages, or business loss.
16. Site Readiness and Installation Compliance – Buyer’s Sole Obligation
Buyer is solely responsible for ensuring that the installation site is fully prepared and compliant with all relevant regulations and requirements prior to delivery and commencement of installation. Seller shall not be responsible or liable for any costs, delays, or non-performance related to the Buyer’s or third-party non-compliance with local, state, national, or sector-specific requirements.
17. End-User Training and Handover – If Contractually Agreed
Where training, documentation or handover is expressly included in writing, Seller will provide the agreed scope. Seller bears no liability for improper, unsafe, or non-compliant operation, use, or maintenance by Buyer or end-users.
18. Product Traceability and Adverse Events – Limited to Seller's Documentation
Seller will maintain sale and batch documentation for goods as per its policy. Buyer is solely responsible for complying with all traceability, adverse event reporting, and regulatory obligations relating to the goods’ use or resale, unless otherwise expressly agreed in writing.
19. Change in Healthcare Law – No Implied Obligation
Should any change in law, regulation, or official interpretation occur after sale that affects the supply, use, maintenance, or compliance requirements for goods/services, Seller assumes no continuing liability or obligation unless expressly accepted in a written contract amendment mutually executed by both parties.
20. Notification of Claims
All claims or complaints regarding delivered goods or rendered services must be submitted in writing and sent by registered post to the registered office address of the Seller within eight (8) days from the date of delivery or service provision. Claims or complaints received after the specified period will be deemed inadmissible.
21. Governing Law and Jurisdiction
These Terms, as well as any disputes arising out of or in connection with transactions hereunder, shall be governed by and construed in accordance with the laws of India. The courts of Thane, Maharashtra shall have exclusive jurisdiction in respect of all matters, claims, and disputes arising from or relating to these Terms.
22. Force Majeure
The Seller shall not be liable for any failure or delay in the performance of its obligations resulting from any cause beyond its reasonable control, including but not limited to acts of God, war, civil unrest, strikes, epidemics or pandemics, fire, flood, governmental action, shortage of materials, or any other events constituting force majeure.
23. Modification of Terms
The Seller reserves the right to amend, modify, or replace these Terms and Conditions of Sale at any time and at its sole discretion, without prior notice. Such amendments shall become effective immediately upon being published or updated on the Seller’s official website or otherwise made available to the Buyer. It is the Buyer’s responsibility to review the Terms and Conditions periodically. The Terms and Conditions in effect at the time of acceptance of each order shall apply to that order.
24. Severability
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity and enforceability of the other provisions shall not be affected and shall remain in full force and effect.
25. Limitation of Aggregate Liability
Notwithstanding anything to the contrary, the aggregate liability of the Seller arising out of or relating to any order, whether in contract, tort, or otherwise, shall not exceed the total amount paid by the Buyer under the applicable order.