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General Terms and Conditions for the Purchase of
Goods and Services valid from 01.01.2023

 

1) Vendor hereby represents and warrants that it has the requisite skills, experience, expertise, and capacity to deliver the goods or services in the manner required and fulfill all its obligations and responsibilities under this
purchase order.

 


2) WARRANTY/DEFECT PERIOD LIABILITY- The goods or services shall be warranted against manufacturing defects or workmanship for a period of 12 months from the date of last supplies towards any manufacturing and/or workmanship defects. If any defects are notice during the warranty period, the same shall be rectified / replaced by supplier immediately within 7 working days from the date of intimation shared from PERI side. No extra charges shall be charged by supplier on rectification / replacement activity along with to & fro transportation up to site/ PERI India yard address (or required to transport anywhere to get material rectified), also no extra charges shall be charged on arrangements of any resources required at that particular location to perform any activity / activities.


3) RECEIPT OF QUANTITY SHORTAGE OR DAMAGE- In case of receipt in quantity shortage or damage, supplier need to send balance quantity/ replacement within 7 working days from the date of intimation shared from
PERI without any discussion. No extra charges shall be charged by supplier on arranging replacement/shortage material along with to & fro transportation up to site/ PERI India yard address.


4) PERI India will clear the final payment for accepted quantities only.


5) GST COMPLIANCE5-a) If there is a loss of credit or additional liability and/or interest etc., arising due to noncompliance by the supplier of goods/services, the supplier shall pay the same to the PERI (India) Pvt. Ltd.
5-b) If there is any delay in remittance of GST liability to statutory authorities by the supplier of goods/services, the same shall be withheld from the due payment of supplier and the payment shall be released only after submission of documentary proof pertaining to such remittance.


6) TRANSPORTATION– 6-a) If the transportation is get arranged by supplier, it is mandatory for supplier to take written approval on transportation charges from PERI concern authority before placing vehicle and proceed for
dispatch.
6-b) Approved transportation charges supplier needs to charge in his sales/ tax invoice. Please note, PERI will not pay separate transportation charges to the transporter arranged by supplier.
6-c) All in transit responsibilities of material lies with supplier in case transportation arranged by supplier.
6-d) Before loaded vehicle leaves from supplier facility; it is supplier's responsibility to ensure all articles are properly loaded/ stacked and covered using tarpaulin. (This is mandatory in both the cases, transportation arranged by PERI or by supplier).
6-e) For every loaded vehicle supplier need to send photos (via mail) of loaded vehicle along with scan of original copy of sale invoice & delivery challan, E-way bill copy and transporter LR (Lorry Receipt) copy for review before vehicle leaves the supplier's facility. (This is also mandatory in both the cases, transportation arranged by PERI or by supplier).


7) At any point, loading & unloading will be under scope of supplier except unloading of material at PERI yard.


8) Quality Inspection 8-a) In case of third-party inspection, supplier should not influence the third-party inspector/organization with anything (like bribe, wrong information, and incorrect drawings etc.) PERI reserves all the rights to blacklist the supplier &/or order cancellation if supplier found guilty.
8-b) If inspection done at PERI yard and in case any rejection found, then the total supplied material gets reject and not consider for any payment process.
8-c) It is mandatory to do PERI PN and Manufacturer marking (also, any other additional markings communicated by PERI in written) on all produced articles as per provided specification. No extra charges shall be paid for this.
8-d) Load/ any other testing should be done if specified on drawing/guideline documents shared or requested by PERI.


9) QUALITY DOCUMENTS REQUIRE 9-a) It is mandatory share properly segregated scan copies of all the required documents along with inspection call.
9-b) Supplier needs to present originals of all above specified quality documents (TC, FIR & SCL) to PERI QA representative/ third party at the time of physical inspection and then send it through courier at PERI Bhiwandi address. In case inspection is get done at PERI yard, then also supplier need to send originals of quality documents through courier at PERI Bhiwandi address and documentations should addressed to PERI QC department.
9-c) Please courier quality documents and invoice separately and not together in one envelope.
9-d) This is applicable for every batch get produced & dispatched from supplier’s end.
9-e) In case of fasteners, hardware and brought out articles (articles which are not designed-detailed by PERI) supplier need to give written confirmation on his company letterhead followed by stamp and authority signature confirming to supplied material is as per specification asked by PERI in terms of raw material grade, technical requirement, quantity, end application etc.


10) DISPUTE RESOLUTION & JURISDICTION10-a) Any disputes or differences between PERI and the supplier arising out of or in connection with this purchase order shall be settled by arbitration, in accordance with the India arbitration rule. The arbitral tribunal shall be composed of a sole arbitrator appointed by the supplier from a list of three individuals identified by PERI, within a period of 30 days following the date on which PERI notifies supplier of such list of persons, failing which the sole arbitrator shall be appointed by PERI. The seat of the arbitration shall be Mumbai, India and the language of arbitral proceeding shall be English.
10-b) The law of India shall govern this contract. Subject to clause above, PERI and the supplier agree that courts in Mumbai shall have exclusive jurisdiction to try any disputes out of this contract.


11) FORCE MAJEURE11-a) Neither (supplier) nor (PERI India) shall be considered in default in performance of their contractual obligations under the purchase order if such performance is prevented or delayed by act of God or internal disturbance i.e., civil, or military war or state / national level strike, riot or lockdown affecting the execution of this job at supplier’s place. Strike at supplier’s place, shortage of fuel / labor /power shall not be \ treated as cause of force majeure.
11-b) In the event of force majeure clause, supplier should within one week of actual occurrence of the event, notify in writing about the details and present status of obligations under the purchase order and send it through Fax / Email with a registered copy duly marked and post to PERI India Mumbai office. PERI India shall have the right to cancel the order and terms and conditions applicable to termination for convenience shall apply. No ground for exemption under the clause can invoked if the supplier fails to give timely notice by fax / email & registered post or subsequently fails to support the occurrence of the force majeure conditions by documentary evidence to the satisfaction of PERI India. Even under force majeure conditions, supplier shall be entitled to the extensions in time only as mutually agreed but not exceeding 30 days.


12) RISK PURCHASE- During execution of order, if any delay is observed due to reasons attributable to supplier other than force majeure conditions that may cause delay in completion of delivery/ works, PERI shall be at liberty to descope partly or cancel the contract/ purchase order at any point of time with a prior notice of 15 days. In such case, PERI has all rights to take/ arrange alternate measures at supplier’s risk and cost.


13) Vendor shall not, without the prior written consent of PERI India, use the name or logo or trademark of PERI in advertising, publicity, client list or otherwise.


14) This purchase order does not grant or otherwise give either party ownership in or other proprietary rights to use the other party's trademarks and other intellectual property right.


15) It is hereby agreed and acknowledged that all the designs, reports, documents, photographs, drawings, application or any other material or information shared, created, formulated, tabulated, collected, developed or presented shall be the sole proprietary, confidential and exclusive property of PERI (India) Pvt Ltd and vendorshall not imitate, dilute, modify, de-compile, reverse engineer, infringe upon or in any other way be concerned,
directly or indirectly.


16) Upon successful completion of all supply or obligations under the said purchase order, the purchase order shall be terminated, and not get execute further unless extend or amended in writing get receive from PERI side. PERI has all rights to terminate the purchase order in case of any breach of above- entioned T&C by giving 5 days prior written notice. On termination, supplier need to return all the products/information to PERI India immediately.


17) STATUTORY COMPLIANCE/ COMPLIANCE WITH LAWS- It shall be supplier’s responsibility to strictly adhere all the statutory requirements & laws assigned by government of India for execution of the order. Strict compliance to the same is mandatory.

 

General Terms and Conditions for the Sales

  1. General Terms and Conditions

Scope of Application

The PERI terms and conditions apply for all services performed within the scope of ongoing business relationships and also to any services that are performed in the future, even if these conditions have not been expressly agreed upon on again. Additionally, the current valid version of PERI’s price list at the time of the completion of the contract shall apply.

The PERI general terms and conditions apply for all contractual relationships.  Additionally applicable:

  1. The sale of formwork, formwork elements accessories and other parts as specified in Section B
  2. For the technical processing (engineer and static services) and the briefing of clients as specified in Section C

In the case of a “Buy Back” contract, where PERI will purchase a predetermined quantity of material based on a predetermined price after a predetermined period, a separate contract shall be agreed upon, but the PERI Terms and Conditions shall still apply.

A separate rental contract will be issued with PERI terms and conditions.

 

Defense Clause

Unless another arrangement has been expressly agreed upon in a contractual agreement, only the terms and conditions mentioned in Section 1 shall apply. Other regulations, in particular the client’s own terms and conditions will not form a part of the contract, even if PERI has not expressly stated its objection to this.

 

Conclusion of the contract

Bids made by PERI are subject to confirmation. A contract shall only exist when PERI has issued a written order confirmation. The scope of services performed by PERI will be determined by the written order confirmation and annexes. Ancillary agreements and alterations require written confirmation from PERI.

 

General

PERI shall not be obliged to provide guarantees or performance guarantees, in particular monetary performance guarantees.

PERI will not participate, even partially, in a contractor’s insurance policy.

The client must make the following available for PERI’s use, free of charge: the necessary storage and working space on the construction site, access routes and connecting lines, cranes and hoisting devices, tools and water and energy connections. The client shall bear the cost for such provisions.

 

Miscellaneous

PERI shall store personal data in accordance with the legal requirements.

If individual conditions of the PERI terms and conditions of business become ineffective, this will not affect the remaining conditions.

All disputes arising from the contractual relationship shall be subject to the exclusive jurisdiction of the Courts of Mumbai, Maharashtra.  The contract shall be governed and construed according to the laws of India. PERI reserves the right to bring legal action at the purchaser’s own legal place of jurisdiction.

 

  1. PERI Terms for Sale
  1. Dates and deadlines
    1. All specified delivery dates or deadlines are to be considered as approximations.  If a delay in delivery does occur, the purchaser shall not be entitled to refuse delivery of the material.  PERI also shall not be liable for any damages arising either directly or indirectly from the delay.
    2. Deliveries will only commence after the complete clarification of all details of performance. The adherence to any agreed delivery deadlines requires the compliance to all contractual and cooperation obligations by the purchaser.
    3. Dates and deadlines will not commence before the presentation of all necessary official credentials and authorizations by the purchaser and/or the settlement of any down payments.
    4. Orders are accepted and executed subject to “Force Majeure” circumstances and any other such hindrances which are outside of PERI’s control.  The dates and deadlines may be postponed or partially or wholly cancelled according to their effects.  These include, but are not limited to: war, riots, walkouts, strikes, lockouts, Government Orders or Bans, energy and transport difficulties as well as production malfunctions etc.  PERI will not be held liable for any damages or compensation resulting from delivery postponement or cancellation.  However PERI shall be entitled to full payment for any deliveries made prior to the commencement of such contingencies.
    5. Orders are accepted and executed subject to “Force Majeure” circumstances and any other such hindrances which are outside of PERI’s control.  The dates and deadlines may be postponed or partially or wholly cancelled according to their effects.  These include, but are not limited to: war, riots, walkouts, strikes, lockouts, Government Orders or Bans, energy and transport difficulties as well as production malfunctions etc.  PERI will not be held liable for any damages or compensation resulting from delivery postponement or cancellation.  However PERI shall be entitled to full payment for any deliveries made prior to the commencement of such contingencies.

 

 

  1. Transfer of risk
    1. The risk and insurance responsibility for the objects to be delivered is transferred to the purchaser at the time when the objects are transferred to the shipper or freight carrier or the purchaser itself, even if the delivery is prepaid.
    2. Method of delivery and packaging can be determined by PERI.
    3. The cost of delivery (including tolls) and packaging is to the carried by the purchaser.

 

  1. Receipt
    1. Upon receipt of the goods the purchaser should immediately inspect the goods and inform PERI in writing of any defects in less than 7 days after the delivery of the goods (if possible on the delivery note). 
    2. The delivery should be accepted by the purchaser, even if there are minor defects.
    3. PERI will replace the goods or offer full credit for only the goods that PERI deems as defective and if notified in writing by the customer within 7 days of the delivery date. No claim by the purchaser shall be made for any losses, either profit or expenses, incurred due to the delivery of defective goods. 
    4. Partial deliveries are permissible.
    5. The service is viewed as having been performed if the service item corresponds to the contractual conditions, or, if the service is delayed or made impossible by the purchaser, if the seller issues notification that it is ready to perform the service.

 

  1. Acceptance
    1. In the case of an express agreement with regard to acceptance, the purchaser must accept the service item at PERI’s storage facility or plant.
    2. On request, a record should be kept of the acceptance.
    3. If the client does not attend the acceptance meeting, despite having been invited in good time and informed of the consequences of failure to attend, the service item is viewed as having been approved in accordance with the contract.

 

Prices

Prices for material are ex-Mumbai.

Invoicing will be based on PERI’s prices on the day of delivery, as well as the number of units or amount of material delivered, irrespective of the contractual or financial arrangements made prior.

If there is an increase in the price of materials or raw materials, wages and salaries and production costs or due to Government control or action between the completion of the contract and the delivery, PERI is entitled to increase the agreed prices accordingly bearing in mind any possible decreases of prices in other categories. On request, PERI must provide evidence of any price increases to the purchaser.

 

Terms of payment

Payment to be made by either

  1. Demand draft / pay order for the full value of material including all taxes (i.e. Excise Duty, Sales Tax, etc. as applicable). The same should be drawn in favor of PERI (India) Pvt Ltd. The advances paid by buyers will immediately arrange balance payment on demand, or
  2. Presentation of a Letter of Credit and Usance Letter of Credit. The beneficiary of the Letter of Credit shall be PERI (India) Pvt Ltd, 1406, DLH Park, SV Road, Goregaon – West, Mumbai – 400 062 and the advising bank shall be Deutsche Bank, Fort, Mumbai.

Any terms of Payment contrary to the above methods are only valid when specifically agreed upon by PERI in writing.

The purchaser is not entitled to any rights of retention unless the counterclaim on which the right of retention is based is either legally valid or has been agreed upon by PERI. In this case the right of retention will become due one month after the announcement of its assertion by the customer.

Offsetting is permitted only against payment claims recognized by PERI or that have been legally determined.

Claims of any nature against PERI can only be transferred by the purchaser to third parties with PERI’s written consent.

With the payment of the first installment, the Value Added Tax and any other taxes or duties, as the case may be, for the complete payment, are due.

The purchaser shall be liable for all expenses, loss, damages or any other expenses incurred by PERI due to the failure on the part of the buyer to perform any of the terms and conditions of the contract.

 

Excise Duty, Sales Tax & Other Taxes & Levies

Excise Duty shall be charged at the rate as prevailing on the date of dispatch. Any variation in the rate due to governmental action shall be to purchaser’s account.

Sales Tax shall be charged at the applicable rates at the time of estimated / actual delivery of the material. PERI’s sales tax registration numbers are:

  1. Central Sales Tax (CST): 27460603811C
  2. VAT Registration No: 27460603811V
  3. CIN No: U74999MH2006PTC166570

Any other taxes or levies imposed either by Central or Local Government or any other public authority shall be borne by the purchaser.

Any Entry Tax and Octroi applicable at the material’s delivery location shall be borne by the purchaser.

 

Retention of Title

Risk of the delivered items

Risk of damage to or loss of the Delivered Items shall pass to the Customer:

      1. In the case of items to be delivered at PERI’s premises, at the time when PERI notifies the customer that the items are available for collection; or
      2. In the case of Items to be delivered otherwise than at PERI’s Premises, at the time of delivery or, if the customer fails to take delivery of the delivered items, the time when PERI has tendered delivery of the items.

Retention of Title

      1. Notwithstanding delivery of and the passing of risk in the Delivered Items to the customer,  the property in the Delivered Items shall not pass to the customer until PERI has received in cash or cleared funds for payment in full of the price of the Delivered Items sold by PERI to the customer.  For the avoidance of doubt, the allocation of individual receivables to an ongoing invoice or adding to an account and the recognition of these does not remove the retention of title.

Fiduciary basis as bailee

      1. Until such time as the property in the Delivered Items passes to the customer, the customer shall hold the Delivered Items and each of them on a fiduciary basis as bailee for PERI.

Sub – sale

      1. Notwithstanding that the Delivered items (or any of them) remain the property of Peri, if the customer sells or uses the Delivered items in the ordinary course of the customer’s business at full market value; it shall be for the account of Peri.  Any such sale or dealing shall be a sale or use of Peri’s property by the customer on the customer’s own behalf and the customer shall deal as principal when making such sales or dealings.  Until property in the Delivered Items passes from Peri to the customer the entire proceeds of sale or otherwise of the Delivered Items shall be held in trust for Peri and shall not be mixed with other money or paid into any overdrawn bank account and shall be at all material times identified as Peri’s money.

Peri’s right to re-possession of Delivered Items

      1. Until such time as the property in the Delivered Items passes to the customer (and provided the Delivered Items are still in existence and have not been resold), Peri shall be entitled at any time to require the customer to deliver up the Delivered Items to Peri and, if the customer fails to do so forthwith, to enter upon any premises owned, occupied or controlled by the customer or any third party where the Delivered items are stored and repossess the Delivered Items

Negative Pledge of the Delivered Items

      1. The customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the delivered items which remain the Property of Peri.  Without prejudice to the other rights or remedies available to Peri, if the customer does so all moneys owing by the customer to Peri shall immediately become due and payable.

Action by third Parties

      1. The Customer must inform Peri immediately of any intended or actual seizure of, disposal of and/ or execution proceedings against the Delivered Items over which Peri retains title by third parties (including liquidators, receivers, judicial managers, and any other administrators,) At the customer’s own cost, the customer shall use best endeavors to object to any such seizure, disposal or enforcement proceedings. The customer shall provide to Peri the relevant documents relating to the seizure, disposal or execution proceedings as the case may be and the objection thereto

 

Non-Payment of a Payment Obligation

If the purchaser falls into arrears and no progress is made within a period of two weeks, PERI is entitled to make all receivables payable.

If the purchaser defaults in paying any outstanding sums, PERI is entitled to either suspend or cancel all further deliveries towards the specific order or any other outstanding deliveries or services resulting from the business relationship with the purchaser until payment is made in full. 

If PERI withdraws from the contract as a result of the non-fulfillment of a payment obligation or as a duty violation by the purchaser, or if delivered products are returned for other reasons resulting from the retention of title, the purchaser must pay the value of the surrender for the time when it was in possession in the form of an appropriate compensation for use.

The payment may not exceed the purchase price. In addition, damages must also be paid for the expenses incurred as a result of the contract. The right to claim for damages remains reserved.

Warranty

For sale of new products

  1. PERI delivers new or repairs delivered new products if they are proven to be defective as a result of circumstances that occurred before the transfer of risk (item B.2).
  2. The retention of title (item B.8) also applies for parts replaced as part of the exchange procedure.
  3. The purchaser must give PERI appropriate time and opportunity to perform the replacement.
  4. If the complaint is justified, PERI will bear the direct costs of the repair or, in the case of the delivery of a replacement, of the replacement part, as well as the shipping costs. The level of total costs to be borne is limited to the order amount.
  5. If the purchaser is culpably jointly responsible for causing the defect, in particular if it has not met its obligation to avoid damage and deterioration, after PERI has affected the repair, PERI is entitled to claim compensation corresponding to the level of the purchaser’s joint responsibility in causing the defect.
  6. The purchaser may choose to withdraw from the contract if the seller was given an appropriate deadline for subsequent performance – taking into account the statutory exceptional cases – and if this deadline has passed without any progress being made. If a defect is not significant, the purchaser only has a right to reduce the purchase price.

 

For sale of used products

  1. The sale of used goods takes place with no guarantees of any kind.

 

Liability

PERI accepts liability for defects that occur in the assembly work within the framework of the assembly or third party liability insurance that it has taken out. The sum insured will be set based on the object in each case. The customer will be informed of the sum insured upon request.

In the case of breaching of significant contractual obligations, PERI is also liable for cases of gross negligence on the part of non-managerial employees, as well as for cases of slight negligence. In cases of slight negligence, liability is limited to the typical contractual reasonably foreseeable damages. Significant contractual obligations in the abovementioned context exist if the release from liability relates to an obligation whose achievement is necessary to even allow the further fulfillment of the contract and whose achievement the purchaser can regularly rely on.

Any other liability, irrespective of the legal grounds, in particular for compensation for damages that do not occur to the delivered item is excluded.

PERI does not accept liability for the consequences of defects for which it provides no guarantee.

 

Time Limitation

Unless otherwise agreed, the time limit for claims by the purchaser that arise against PERI on the occasion of and in connection with the delivery of the goods is 1 year after the delivery, irrespective of the legal grounds.

 

Signage, advertising

PERI has the right to post advertisements of an appropriate size for the company and its products at visible positions on the construction site where the delivered material is used or intended to be used.

PERI also has the right to photograph the objects and use these in PERI advertising (catalogues, brochures, reference lists, etc.), including the name of the client.

 

  1. PERI Terms and conditions for technical processing and briefing

 

  1. Technical processing

 

  1. Engineering and statistical services

The costs for the statistical measurements and planning services are to be borne by the customer unless specifically stated otherwise in the contract.

PERI accepts liability for the engineering and statics services that it performs only in the case of direct damage to the building.

 

  1. Briefing of the customer

 

    1. PERI is responsible for providing a briefing by the assembly foreman for the responsible employees named by the customer with instructions only to the extent and for the duration that is expressly agreed in the contract.
    2. After successful briefing or the handing over of the operating instructions, the purchaser is solely responsible for the observance of all safety regulations.
    3. The assembly is the responsibility of the customer. PERI provides trained personnel, insured against illness and accidents and whose insurance contributions have been paid by PERI.