GENERAL PURCHASE AGREEMENT

MKU Limited
Regd. Off. 13, Gandhi Gram, G.T. Road, Kanpur-208007, U.P., India


1. General
a) These terms apply to all purchase orders (Orders) for goods and or services (goods/services) placed by MKU Limited of India (MKU) to a supplier (Supplier) and are in addition to any terms and/or conditions specified in an individual Order.

b) Where an Order is issued under the terms of a contract between MKU and the Supplier (supplier contract) in the event of any inconsistency between an Order and a contract between MKU and a Supplier, the supplier contract will prevail to the extent of the inconsistency.

c) No other terms or conditions or any variations apply to an Order by MKU unless MKU has agreed in writing to them.

d) Acceptance of purchase order shall be deemed as applicability of ‘General Terms and Conditions of Purchase’ of MKU Limited as against sellers ‘General Terms and Conditions of Sales’ if any and in case of inconsistency between them, ‘General Terms and Conditions of Purchase’ will prevail.

2. The agreement
a) Supply of goods/services pursuant to an Order shall constitute acceptance of the terms of this agreement.

b) The Supplier may not transfer this agreement without the prior written consent of MKU.

c) The laws of India will govern this agreement.

d) Any purchase order which relates to purchase of material or input of services for NATO countries may be subjected to quality assurance at their place of business by an authorized Quality Assurance Representative of the concerned NATO country. Supplier will be notified of any Government Quality Assurance activity that may be performed at their place of business.

3. Waiver
A waiver of a breach of a term of this agreement shall not be taken to be a waiver in respect of any other breach. The failure of either party to enforce a term of this agreement will not be interpreted as a waiver of that term.

4. Price
All prices quoted in an Order are fixed and inclusive of all taxes, including insurance, freight and delivery costs and costs associated with the return of goods wrongly supplied or defective goods.

5. Warranties
a) In relation to goods supplied under this agreement, the Supplier warrants that at the time ownership of the goods passes to MKU, they will be free from any charge or liability, the goods comply with all applicable standards/specifications, are free from defects and fit for purpose and conform to the description of the goods purchased.

b) Where the goods have been procured from third parties, the Supplier agrees to do all things to assign to MKU the benefits of any warranties given by the third parties in addition to warranties offered by the Supplier under this agreement.

c) In relation to services supplied under this agreement, the Supplier warrants that the services do not infringe the intellectual property rights of any third party and agrees to indemnify MKU in the event that any third party makes a claim on MKU in relation to any infringement of intellectual property rights by the Supplier; the Supplier and all personnel engaged to supply the services are appropriately qualified, competent and experienced and hold all necessary licenses, permits and authorities.

6. Delivery
a) Title to the goods/services vests in MKU upon acceptance and acceptance of the goods/services by MKU is subject to satisfactory inspection on delivery. The Supplier assumes all risk in the goods/services until MKU accepts them.

b) The Supplier must supply the goods/services on the date, time and place specified by MKU and time is of the essence.

c) The Supplier must ensure that all invoices, packing slips and other documents have an Order number, description and quantity of the goods, the name of the MKU representative. The goods must be packed for safe delivery to MKU. MKU will not accept the goods or pay for the goods unless the Order number is included in the documents issued by the Supplier.

d) Goods/services that do not comply in every respect with the description, specification and any samples submitted with the Order will not be accepted and the cost of storing, handling and returning any goods not accepted shall be borne by the Supplier.

7. Defective Goods
a) The Supplier, at its own cost, shall remedy any defect in supplied goods/services that have been notified to it by MKU but if it fails to do so within 30 days of being so notified, MKU may arrange for the remedial work by a third party at the Supplier’s expense or return the goods to the Supplier at the Supplier’s expense and immediately be entitled to a full refund of the price of those goods.

b) The rights and remedies under this clause are in addition to, and do not limit, any other rights of MKU at law.

c) MKU may hold payment owing to defective goods, whether documents are drawn under Letter of Credit (L/C) or accepted through any channel.

8. Payment
If the Supplier has supplied the goods/services in accordance with the Order, MKU has accepted the goods/services and the Supplier has issued a valid tax invoice substantiated by an itemized account and any further details reasonably requested by MKU, payment will be made by end of the month following the month in which an invoice is received or within such time as has been agreed in writing by MKU

9. Insurances
The Supplier must hold appropriate insurance including workers compensation and public liability insurance (and where specified by MKU, product liability and professional indemnity insurance) to cover the risk for the goods/services supplied and provide documentary evidence thereof to MKU on demand.

10. Compliance with legislation
The Supplier shall identify applicable legislation to the supply of the goods and services and comply with the requirements of all such applicable legislation. In any case MKU shall not be responsible for non-compliance on the part of supplier with local legislation, pursuant to supply of goods.

Seller shall be solely responsible for complete compliance with laws or regulations relating to the exportation of the Goods into the country of origin and Seller, or its agents, shall make available to buyer all documentation required for the importation of Goods. Buyer may require Seller to provide buyer with written certification relating to Seller’s compliance with applicable import and export laws. Seller will indemnify buyer for claims made against buyer for Seller’s failure to comply with applicable export and import laws, regulations, orders and policies.

11. Indemnity
The Supplier shall indemnify MKU, its employees and agents against any claim, loss or expense (including a claim, loss or expense arising out of personal injury or death or damage to property) which any of them pays, suffers, incurs or is liable for (including legal costs on a solicitor client basis) arising out of any unlawful, negligent, reckless or deliberately wrongful act or omission of the Supplier in the performance of this agreement or ay breach of this Agreement.

12. Termination
MKU may terminate this agreement:

a) If the Supplier becomes bankrupt, insolvent or commits a substantial breach of this agreement in a manner that is capable of remedy and does not remedy the breach within 7 days of giving notice requiring it to do so from MKU; or

b) Without cause, by giving written notice to the Supplier, in which case the Supplier shall stop supplying the goods or services under the agreement.

c) MKU shall not in any circumstances be liable for any consequential loss or loss of profits suffered by the Supplier as a result of the termination of this agreement by MKU.

13 Notices
Any notice or other communication required or permitted under this Agreement shall be in writing and shall be given by registered post, hand delivery, e-mail, courier service, telex, or telefax addressed to the relevant Party at the address provided by such party or such other address as may be designated from time to time.

"The terms and condition appearing herein may differ in interpretation or be in contradiction with other terms of this document, in such cases by all means the terms shall be interpreted and understood as most favourable to the MKU"

These conditions are applicable with effect from 1st day of January, 2016 and are subject to change at any time without prior notice.