TERMS & CONDITIONS:

  1. GENERAL

1.1 These Terms and Conditions for Engineering Services shall apply in as much as and so far as the parties have made no other written agreements in individual cases. The contract shall be effective only upon Sudarshan CADD Technologies Pvt Ltd.’s written confirmation of order. Any modifications have to be implemented by annex to be lawfully signed by both parties.

1.2 All sales of engineering services, design services, detail drawing services, consulting and training services, and inspection and analysis services by Sudarshan CADD Technologies Pvt Ltd (collectively referred to herein as “Engineering Services”) are subject to the following terms and conditions. All proposals, quotations, communications or acknowledgments issued by Sudarshan CADD Technologies Pvt Ltd are an offer to sell Engineering Services pursuant to these terms and conditions.

  1. SCOPE

2.1 The scope of work for the Engineering Services to be provided to Client is specifically set forth in the proposal, quote, or acknowledgment submitted to Client by Sudarshan CADD Technologies Pvt Ltd. If Client requests a change in the scope of the Engineering Services to be provided, Sudarshan CADD Technologies Pvt Ltd reserves the right to revise delivery schedules and make an equitable adjustment to the price. Client acknowledges and agrees that Sudarshan CADD Technologies Pvt Ltd is providing the Engineering Services only and is not providing or participating in the provision of any product(s). Sudarshan CADD Technologies Pvt Ltd will not be obligated to provide any services which are (a) outside of the scope defined in the applicable documentation; (b) outside its area of expertise; or (c) in violation of any applicable laws, codes or regulations.

2.2 If engineering service is to be provided by Sudarshan CADD Technologies Pvt Ltd without the scope of work being specified in detail, “engineering service” shall mean the development of reasonable solution from a technical point of view for a certain technical problem, e.g. by generating technical concepts, drawings and constructions.

  1. PRICES

3.1 All prices shall be deemed to be net, without any deduction whatsoever.

3.2 All taxes and duties which are imposed on Sudarshan CADD Technologies Pvt Ltd as a result of the performance of the engineering services under the contract shall be fully borne by Client. These taxes and duties shall not be included in the price for engineering services.

3.3 All price quotations shall be valid for a maximum period of 10 days.

  1. TERMS OF PAYMENT

4.1 The total price for the engineering services performed shall be invoiced by Sudarshan CADD Technologies Pvt Ltd to Client in accordance with the payment conditions agreed upon in the contract.

4.2 Upon Sudarshan CADD Technologies Pvt Ltd.’s request, Client shall make an advance payment or provide a security in the amount of the estimated costs. Payment for the engineering services performed shall be made by Client net, without any deduction within 30 days after invoicing.

4.3 If Client is overdue with an agreed payment, Sudarshan CADD Technologies Pvt Ltd shall be entitled to suspend the performance of the engineering services after prior written notification until Client fulfills its payment obligations. Client shall bear all costs resulting therefrom.

4.4 Invoices will normally be submitted every four weeks, in U.S. Dollar amounts, for charges accrued during the previous four weeks.

4.5 For all orders greater than $20,000, progress payments will normally be required as specified in the quotation.

4.6 Sudarshan CADD Technologies Pvt Ltd reserves the right to stop work on projects where payment is past due.

  1. CLIENT OBLIGATIONS

5.1 For all orders greater than $20,000, progress payments will normally be required as specified in the quotation.

5.2 Sudarshan CADD Technologies Pvt Ltd reserves the right to stop work on projects where payment is past due.

  1. TIME AND MATERIALS

6.1 Charges for Engineering Services that are conducted on a Time and Materials basis will be according to the attached Rate Schedule. Overtime costs will be added for Client-requested overtime of non-professional (below engineering level) personnel. Overtime is defined as work in excess of 8 hours per day or 40 hours per week. Time spent preparing for or participating in legal proceedings will be billed at 150% of the rates given in the Rate Schedule.

6.2 The labor hours required to perform the Engineering Services will be recorded on a time sheet by the individual performing the services.

6.3 Labor hours will be recorded to the nearest quarter hour. Actual hours worked will be recorded for Engineering Services performed in ETA’s or Client’s offices. On international projects, the labor hours spent in obtaining.

  1. CHANGES

Client is required to review the documents and/or delivery and revert with any changes within a period of 2 weeks. Furthermore, the Client has to review the models/drawings/reports/documents as well as well any other necessary documentation within a period of 2 weeks of submission. Sudarshan CADD Technologies Pvt Ltd shall not accept any liabilities after 2 weeks.

  1. START OF ENGINEERING SERVICES

The start of engineering services shall be subject to the execution of the agreed advance payment by Client.

  1. DELIVERY AND TAKING OVER OF ENGINEERING SERVICES

9.1 Delivery shall be regarded as completed on the date of receipt of the engineering documentation specified in the contract.

9.2 The time schedule in accordance with this contract is preconditioned on the due fulfilment of all contractual obligations by Client. In case Client doesn’t fulfill its payment obligations or any other contractual obligations in time, the time schedule will be adjusted accordingly.

9.3 Client shall notify to Sudarshan CADD Technologies Pvt Ltd any claims in regard to the engineering documentation within 30 days from the date of receipt of the engineering documentation, otherwise the delivery of the engineering documentation respectively the engineering services shall be regarded as fully accepted by Client.

9.4 In case of non-conformity of the engineering documentation with the documents to be provided under this contract, Sudarshan CADD Technologies Pvt Ltd has the right to take remedial steps within a reasonable time-frame to be agreed upon between the parties. In no case shall Client be entitled to a price reduction in case of non-conformity.

 

  1. RISK OF LOSS AND INSURANCE

The benefit and the risk of the engineering documentation shall pass to Client with its delivery.

  1. RESPONSIBILITIES OF BUYER

Upon request Client shall timely provide Sudarshan CADD Technologies Pvt Ltd with all data and information required for the performance of the engineering services. After receipt of all data and information Sudarshan CADD Technologies Ltd shall check whether all necessary data and documentation were provided and inform Client in case additional documents need to be provided. Any costs incurred due to late delivery of data and information false or incomplete information or by subsequent changes of the information shall be borne by Client.

  1. FORCE MAJEURE

Any delays in or failure of performance by Client or Sudarshan CADD Technologies Pvt Ltd, other than payment of money, shall not constitute default hereunder if and to the extent such delays or failures of performance are caused by occurrences which are unforeseen at the time the engineering services were commenced, are unable to prevent and are beyond the control of Client or Sudarshan CADD Technologies Pvt Ltd including but not limited to: acts of God or the public enemy; expropriation or confiscation of facilities; compliance with any order or request of any governmental authority; act of war or rebellion or sabotage or damage resulting therefrom; unavoidable fires, floods, explosions, or accidents; or riots or strikes or other concerted acts of workmen.

  1. REPRESENTATIONS AND WARRANTIES

13.1 Sudarshan CADD Technologies Pvt Ltd warrants that it will perform the engineering services in a good and workmanlike fashion and in accordance with the standards of care and diligence normally practiced by recognized engineering firms in performing engineering services of a similar nature for similar projects at the time the engineering services are performed.

13.2 Sudarshan CADD Technologies Pvt Ltd makes no warranties relating to the staffing, performance or costs of operation or practical implementation, nor makes any other warranties expressed or implied. All implied warranties, including but not limited to warranties of merchantability and fitness for a particular purpose, are expressly disclaimed and waived, it being acknowledged and agreed that the only warranties afforded hereunder are those expressly set forth in the contract.

13.3 Sudarshan CADD Technologies Pvt Ltd shall have no liability for errors or inaccuracies in the engineering documentation attributable to the use of and/or reliance upon data, design criteria, drawings, specifications, reports or other information furnished by Client and Sudarshan CADD Technologies Pvt Ltd does not warrant such process or the design associated therewith.

13.4 Sudarshan CADD Technologies Pvt Ltd total aggregate liability in connection with this contract shall in no event exceed 5% of the total price.

  1. TITLE

14.1 Title to engineering documentation/ Intellectual Property Right The engineering documentation prepared by Sudarshan CADD Technologies Pvt Ltd which is supplied to Client in accordance with this contract shall become the property of Client.

14.2 Sudarshan CADD Technologies Pvt Ltd reserves all intellectual property rights on the engineering documentation and information provided to Client, in particular copyright, right of inventions and confidential know-how (“IP-Rights”). Client shall not disclose such Documents and information received by Sudarshan CADD Technologies Pvt Ltd to third parties without Sudarshan CADD Technologies Pvt Ltd’s prior written consent. Sudarshan CADD Technologies Pvt Ltd grants Client a non-exclusive license to use the IP-Rights for the purpose the engineering services were rendered only.

  1. CONSEQUENTIAL DAMAGES

As long as there are no specific mandatory laws to the contrary, in no case whatsoever shall Client be entitled to contractual or tort claims for damages resulting from, but not limited to, loss of production, loss of use, loss of orders, loss of profit and other direct or indirect or consequential damages.

  1. CONFIDENTIALITY

The parties shall treat all information and documentation exchanged under this contract except the engineering documentation as confidential and make it known or accessible to third parties only to the extent necessary for the performance of the contract. This obligation remains in force for 3 years from the date of signature of contract even when the present contract has been cancelled or withdrawn.

  1. LIMITED WARRANTY

Sudarshan CADD Technologies Pvt Ltd will perform in substantial accordance with the specifications for a period of 90 days from the date of your receipt of the services. Except for the foregoing warranty, Sudarshan CADD Technologies Pvt Ltd is providing the engineering services on “as is” basis with no other warranties, express or implied including but not limited to warranties of performance, merchantability or fitness for a particular purpose. Sudarshan CADD Technologies Pvt Ltd does not warrant that the engineering services (a) will run uninterrupted or be error free, (b) contain no defects (c) will meet your requirements. To the maximum extent permitted by all applicable laws, Sudarshan CADD Technologies Pvt Ltd disclaims any other warranties.

 

  1. LIABILITIES

You acknowledge and agree that your use of the services offered by Sudarshan CADD Technologies Pvt Ltd is at your sole and individual risk, and that Sudarshan CADD Technologies Pvt Ltd is not responsible for any consequences, claims, demands, causes of action, losses, liabilities, damages, injuries, fees, costs and expenses, penalties, legal fees or disbursements of any kind, whether foreseeable or unforeseeable, and whether known or unknown, that you or a third party may suffer as a result of your use of the engineering services.

  1. CANCELLATION/DELAY

Client may cancel an order for Engineering Services upon written notice to Sudarshan CADD Technologies Pvt Ltd and payment of an agreed upon cancellation charge, which shall include all costs incurred by Sudarshan CADD Technologies Pvt Ltd prior to the cancellation plus a reasonable profit. A purchase order may be suspended or delayed by Client with Sudarshan CADD Technologies Pvt Ltd.’s prior written consent. If Sudarshan CADD Technologies Pvt Ltd agrees to a suspension or delay, Customer shall reimburse Sudarshan CADD Technologies Pvt Ltd for all costs incurred up to the date of such suspension or delay, plus a reasonable profit. All other costs related to and risks incidental to resumption of the Services shall be borne by Client.

  1. DOCUMENTATION

Except as otherwise specifically set forth in the scope of work provided as part of the proposal or quotation, all documents, including drawings, specifications, computer files, electronic media, data, engineering calculations, notes, and other documents and instruments prepared or furnished by Sudarshan CADD Technologies Pvt Ltd (collectively the “Documentation”) are the property of Sudarshan CADD Technologies Pvt Ltd and shall not be considered works for hire. Sudarshan CADD Technologies Pvt Ltd shall retain all common law, statutory and other reserved rights, including copyright, applicable to the Documentation. The Documentation is not intended or represented to be suitable for use on any other project. Any reuse of the Documentation without written verification or adaptation by Sudarshan CADD Technologies Pvt Ltd for the specific purpose intended is prohibited and will be at Client’s sole risk and without liability or legal exposure to Sudarshan CADD Technologies Pvt Ltd. Client agrees to defend, indemnify and hold Sudarshan CADD Technologies Pvt Ltd harmless against all claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from or in any way connected with the unauthorized use or modification of the Documentation by Client or any person or entity that acquires or obtains the Documentation from or through Client without the written authorization of Sudarshan CADD Technologies Pvt Ltd.

 

  1. INTELLECTUAL PROPERTY RIGHTS

Sudarshan CADD Technologies Pvt Ltd shall own all right, title and interest including all related intellectual property rights in and to the engineering services, the content as well as any suggestions, ideas, feedback, recommendations or other information related to the engineering services.

 

  1. GOVERNING LAW

These terms and conditions shall be governed by and construed in accordance with the internal laws of India applicable to terms and conditions made and to be performed in Vadodara(Baroda), Gujarat jurisdiction only.

 

  1. DISPUTE RESOLUTION

These terms and conditions shall be governed by the laws of India, and any controversy or claim arising out of or in relation to these terms and conditions, including the validity, construction or performance of these terms and conditions, shall be resolved by arbitration in accordance with the rules of the Indian Arbitration Association before a single arbitrator in Vadodara. The arbitrator will be instructed to award attorney’s fees and arbitration costs to the prevailing party. The resultant decision shall be enforceable in any court having jurisdiction over the party to be bound thereby. With respect to any breach which is capable of cure (not to include the failure to provide services at a given place during a given time period) neither party shall be in breach of these terms and conditions unless that party fails to cure any breach within thirty (30) days of receipt of written notice of the breach. A waiver of any breach shall not waive a prior or subsequent breach.