GENERAL TERMS & CONDITIONS
These terms and conditions are the sole terms and conditions for all sales of engineering services, design services, detail drawing services, consulting and training services, inspection and analysis services, and testing services by Sudarshan CADD Technologies Pvt. Ltd. (the “Company”) (collectively referred to herein as “Engineering Services”), with principal places of business in India. No other writings, whether contained in requests for proposals, confirmations, purchase orders, or other documents, shall form a part of the agreement between Customer and the Company, unless the additional terms are set forth and are in a writing signed by the Company and Customer in which the Company and Customer expressly agree to additional or modified terms and conditions.
SCOPE. The scope of work for the Engineering Services to be provided to Customer is specifically set forth in the proposal, quote, or acknowledgment submitted to Customer by Company. If Customer requests a change in the scope of the Engineering Services to be provided, Company reserves the right to revise delivery schedules and make an equitable adjustment to the price. Customer acknowledges and agrees that Company is providing the Engineering Services only and is not providing or participating in the provision of any product(s). Company 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.
CUSTOMER RESPONSIBILITIES. Customer shall cooperate with the Company and provide in a timely manner at no charge to Company all drawings, technical data, measurements, or other information and resources reasonably required by Company for the performance of the Engineering Services. Customer will be responsible for, and assumes the risk of any problems resulting from, the content, accuracy, completeness and consistency of all such data, materials and information supplied by Customer.
PRICES/TAXES. Unless otherwise stated or agreed, all the prices include taxes, GST, cost of permits or licenses etc. related to the performance of Engineering Services by the Company and to be paid by the Customer.
DELIVERY. Engineering services delivery dates shall be interpreted as estimated, and in no event shall such dates be construed as falling within the meaning of “time is of the essence.”
Company shall not be held liable to Customer for any costs or damages due to non-performance under this Agreement arising out of any cause or event not within the reasonable control of Company and without its fault or negligence including, but not limited to: riots, wars or hostilities between any nations, Acts of God, fires, storms, floods or earthquake, strikes, labor disputes, shortages or curtailments of raw materials, labor, power or other utility services, governmental restrictions, or other contingencies.
TIME AND MATERIALS. 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 Customer-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.
The labor hours required to perform the Engineering Services will be recorded on a time sheet by the individual performing the services. Labor hours will be recorded to the nearest quarter hour. Actual hours worked will be recorded for Engineering Services performed in Company’s or Customer’s offices. On international projects, the labor hours spent in obtaining visas, medical certifications, inoculations, etc. will be also be recorded. Travel time will be recorded portal-to-portal, home office.
PAYMENT TERMS. Customer shall be responsible for timely payment of invoices, regardless of any agreement that Customer may make regarding cost sharing with other parties. Invoices will normally be submitted every four weeks, for charges accrued during the previous four weeks. Standard payment terms are net 30 days for creditworthy customers. Payment can be made by cheque or order drawn on the bank; or, subject to Company approval, on a foreign bank having a corresponding agreement with the Bank. Any bank charges made to process an instrument will be considered a reimbursable expense. Payments not received within 30 days will incur a 1% finance charge per month until the payment is made. Company reserves the right to stop work on projects where payment is past due.
DESIGN AND DEVELOPMENT. It is understood and agreed that:
LIMITED WARRANTY.Company will provide the Engineering Services in accordance with generally accepted professional engineering practices using reasonable care and skill consistent with that ordinarily exercised by members of the profession under similar conditions. However, due to the nature of the Engineering Services being provided, Company cannot fully guarantee the success of Customer’s project. As such, except as set forth in this Section, Company makes no warranties or guarantees, whether express, implied, or statutory, regarding or relating to the Engineering Services furnished under this Agreement. Company specifically disclaims all implied warranties of merchantability and fitness for a particular purpose with respect to the Engineering Services.
REMEDY FOR BREACH OF THE LIMITED WARRANTY. The parties acknowledge and agree that the Engineering Services are being provided by Company with the expectation that Company is not assuming any financial or operational risks of the Customer. In the event Company commits an error with respect to, or incorrectly performs the Engineering Services, Company shall use commercially reasonable efforts to correct such error, or re-perform such Engineering Services at no cost to Customer. Customer acknowledges that its sole and exclusive remedy, and Company’s sole and exclusive liability, for any defect or error in the Engineering Services shall be correction, re-performance or substitution of such services by Company.
LIMITATION OF LIABILITY.Company’s liability for a claim of any kind arising out of the Engineering Services provided pursuant to this Agreement shall in no case exceed the price paid by Customer. In no event shall Company be liable for any special, indirect, incidental or consequential damages, including loss of profits or business interruption or loss of use of equipment, however caused, arising from the Engineering Services provided pursuant to this Agreement.
DELIVERY/FORCE MAJUERE. Company shall have no liability for delays or any other breach of its obligations resulting from an Act of God, war, riot, explosion, accident, act of government, work stoppage, default of subcontractor or supplier of materials, or any other cause beyond the reasonable control of Company.
CANCELLATION, SUSPENSION OR DELAY. Customer may cancel an order for Engineering Services upon written notice to Company and payment of an agreed upon cancellation charge, which shall include all costs incurred by Company prior to the cancellation plus a reasonableprofit.ApurchaseordermaybesuspendedordelayedbyCustomerwithCompany’spriorwrittenconsent.
REFUND/REIMBURSEMENT. The refund/reimbursement is applicable for our services only at our sole discretion. Please contact us via email, we will respond within 7 (Seven) business days.
Please include your order/invoice number and do tell us why you’re requesting a refund. We take customer feedback very seriously and use it to constantly improve our products and quality of service.
All refunds, if eligible, will be processed within 14 (Fourteen) business days of receiving cancellation request and mode of refund would be same through which the original transaction was done.
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 Company (collectively the “Documentation”) are the property of Company and shall not be considered works for hire. Company 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 DocumentationwithoutwrittenverificationoradaptationbyCompanyforthespecificpurposeintendedisprohibited and will beat Customer’s sole risk and without liability or legal exposure to Company. Customer agrees to defend, indemnify and hold Company harmless again stall 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 Customer or any person or entity that acquires or obtains the Documentation from or through Customer without the written authorization of Company.
HARDWARE. Except as otherwise specifically set forth in the scope of work provided as part of the proposal or quotation, any tools, hydraulic equipment, instrumentation, structural steel, or other hardware (collectively the “Hardware”) that is purchased for the purpose of conducting the Engineering Services are the property of Company. Customer-owned hardware or test samples shall be removed from Company premises within 90 days of the completion of the Engineering Services at the sole cost and expense of the Customer. Hardware or test samples that remain after 90 days shall incur storage fees as given in the Rate Schedule.
INTELLECTUAL PROPERTY RIGHTS. Each party shall retain ownership of all intellectual property it had prior to commencement of the Engineering Services. Except as otherwise set forth on the scope of work, Customer shall own the rights to all discoveries, improvements, and inventions conceived of or made by Company that are a direct result of the Engineering Services performed for Customer. At Customer’s request and expense, Company shall execute all papers and deliver to Customer all data and other information, and perform other acts as Customer may require, to assign and transfer all Company’s right, title and interest therein to Customer and to enable Customer to apply for, obtain, and enforce patent protection thereon. Time and expenses incurred by Company in connection therewith shall be paid by Customer.
INDEMNITY. Customer will defend, indemnify, and hold Company harmless from all claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of the provision of the Engineering Services by Company under this Agreement, including claims related to Company’s use of Customer supplied drawings, measurements, data, or any other information provided by Customer that is used in performing the Engineering Services. However, in no event shall Customer be liable under this provision for claims arising out of the sole negligence or willful misconduct of Company.
COMPLIANCE WITH LAWS. The parties agree to comply with all applicable National, state, or local laws in connection with the Engineering Services being provided pursuant to this Agreement.
GOVERNING LAW. This agreement shall be governed by the laws of India.
DISPUTE RESOLUTION. If any dispute arises between the parties, then the parties shall negotiate in good faith to resolve such dispute. If the parties are unable to resolve the dispute to their mutual satisfaction within thirty (30) days after one party gives written notice to such effect to the other party, then either party may initiate litigation to resolve the dispute. Notwithstanding the foregoing, either party is authorized to seek preliminary relief without seeking to resolve the dispute through negotiations to the extent necessary to avoid irreparable harm. In the event of litigation between the parties with respect to rights or responsibilities arising under this Agreement, the substantially prevailing party in such litigation shall be entitled to recover, in addition to any other provable damages, reasonable attorney fees and expenses. Any dispute or claim arising out of or relating to these terms or claim of breach hereof the court of Junagadh, Gujarat, India shall have the exclusive jurisdiction.
EXPORT CONTROL. In the event that National, state or local law requires export authorization for the export or re-export of any technology included or associated with the Engineering Services being provided, then no delivery can be made until such export authorization is obtained, regardless of any otherwise promised delivery date. In the event that any required export authorization is denied, Company will be relieved of any further obligation relative to the sale and/or delivery of the Services subject to such denial without liability of any kind relative to Customer or any other party.
ASSIGNMENT. Customer may not assign the Agreement between Company and Customer without the prior written consent of Company.
THIRD-PARTY BENEFICIARIES. Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against Company. Company’s Engineering Services are being performed solely for Customer’s benefit, and no party or entity shall have any claim against Company because of this Agreement or the performance or non performance of the Engineering Services.
INDEPENDENT CONTRACTORS. Each party will be and act as an independent contractor and not as an agent or partner of, or joint venture with, the other party for any purpose related to this Agreement or the transactions contemplated by this Agreement, and neither party by virtue of this Agreement will have any right, power, or authority to act or create any obligation, expressed or implied, on behalf of the other party.
ENTIRE AGREEMENT. This Agreement represents the entire and integrated Agreement between the parties and supersedes all prior negotiations, representations or agreements either written or oral. This Agreement may be amended only by written instrument signed by both Customer and Company.