Allflex India Pvt Ltd – Terms of Trade

1. Hereinafter ‘Allflex India Private Limited’ shall be referred to as ‘Allflex’.
2. This purchase order (“PO”) is issued by Allflex in favour of third party (“Vendor”) for procurement of material/goods (‘said material”) or service
3. Once accepted, this PO shall be treated as an agreement executed between Allflex and Vendor and the terms hereinbelow shall be binding on both the parties.
4. PO shall be accepted by Vendor within 7 days of date of receipt of it. In case no communication is received within 7 days from the date of receipt of the PO, it shall be considered as a deemed acceptance of It by Vendor.
5. There shall be a reasonable time at Allflex’s disposal for examination and testing of said material delivered by Vendor and / or receipt of service as per the PO. In case, wherein during examination and testing, the said material is found to be of inferior quality and/or do not conform to the sample and/or specifications provided by Allflex, Allflex has a right to reject it. In case where the examination/testing of material cannot be done until the said material is used; Allflex shall be able to reject it after it is being used, and such delayed examination/testing shall not be constituted as waiver of Allflex’s right to reject the said material or Service.
   Allflex’s decision shall prevail in deciding a reasonable time in this case.
6. Each container of raw material supplied by Vendor pursuant to this PO shall contain details of net weight and gross weight of It. Raw materials supplied by the Vendor shall have at least 75% of its remaining shelf life available at the lime of its receipt by Allflex. For FPP shelf life shall be as agreed in contract.
7. Vendor shall submit a Certificate of Analysis (COA) along with each supply of said material.
8. If for any reason Vendor defaults or commits any breach of the terms of this PO, then in that case. Allflex shall have the right to return to Vendor at once, said material, unsold and unused. at the full invoice prices. In the event of such a contingency Vendor agrees to take back such unsold said material and to return to Allflex the sum paid and expenses incurred by Allflex on transportation both ways, labour, etc. in connection with the said malarial.
9. The signature of Allflex’s representative / authorized person on delivery challan or any other document is only an acknowledgment of receipt of no. of units of the said material and is not towards verification of correct weight/ quantity or quality contained or condition of contents of the said material.
10. Allflex reserves the right to reject and return at Vendor’s expense, the said malarial, supplied in excess of the quantity ordered as per the PO.
11. Allflex shall not pay for dies, tools, mouldings, cuts, engraving, drawings, electrodes, materials etc., unless specified in PO and unless the same is going to remain Allflex’s property.
12. By acceptance of PO Vendor represents and warrants that the said material covered by the PO is not manufactured or sold by him in violation of any patent or other rights and Vendor agrees to indemnify Allflex against liability for any such violation thereof. In case of services, vendor represent that services comply with all applicable laws. Vendor agrees to bear the expenses incurred by Allflex towards defending any suit that may be instituted against Allflex for alleged infringement of any patent relating to the said malarial and/or Service.
13. Allflex reserve the right to cancel all or any part of this PO In the event of force majeure situation including fire or any other casualty, damage to Allflex’s premises or in case or any embargo or action by national, provincial, municipal or other duty constituted government or agencies thereof adversely affecting Allflex’s ability to perform hereunder or in the event of strikes or other labour trouble adversely affecting Allflex, directly or indirectly.
14. Vendor agrees to Indemnify and hold Allflex harmless with regard to the third party claims arising from the said material/service supplied by Vendor pursuant to this PO.
15. Vendor warrants and guarantees that the said material/service supplied by him pursuant to this PO in compliance with all applicable laws, ordinance, regulations and in accordance with the accepted trade practices.
16. Vendor assures and guarantees that the said material/service supplied by it strictly conforms to the standards and specifications prescribed in this behalf by Allflex.
17. This PO is issued solely for the purchase of goods, merchandise or malarial/service herein specified. Vendor is an independent contractor. The Vendor shall not be considered as an agent or employee or Allflex pursuant to this PO. The Vendor shall assume all obligations under all the applicable labour and industrial laws with respect to the persons employed in production of such goods, merchandise or materials/service and the Vendor agrees to indemnify Allflex against any liability emanating in respect thereof.
18. This PO shall not be assignable by either party without the written consent of the other.
19. Time shall be of an essence of this PO.
20. The terms and conditions of this PO may be modified only by an ‘Amended Purchase Order’ duly signed by Allflex’s authorized representative.
21. Unless otherwise stated, the price quoted in this PO is inclusive of all taxes, insurance and freight up lo destination.
22. If any particular part of this PO is declared contrary to any applicable law, such declaration shall not invalidate the rest of the part of this PO. Fulfilling statutory / regulatory requirements as applicable to the said malarial/service being supplied is Vendor’s responsibility.
23. Laws of India shall be applicable to these terms and conditions. If any dispute or difference arises between the parties with regard to this PO, the Court of competent jurisdiction in Delhi shall adjudicate upon it.
24. The Vendor shall not either directly or indirectly, during the pendency of this PO or thereafter, for any reason whatsoever, divulge, disclose or make public any information whatsoever which may come to his knowledge whether concerning the business, contracts, methods transaction, dealings, affairs of Allflex or otherwise, save in accordance with the performance of his duties as required.
25. Vendor’s place of business may be inspected by Allflex’s representative whenever required.
26. Vendor shall take Allflex’s prior approval as and when there is any plan for change in existing manufacturing process, equipment or site.
27. Bill/ Invoice shall be sent to Finance Department (Allflex India Private Limited, Plot No.-76, Sector-8, IMT Manesar, Gurugram-122051, Haryana) clearly indicating the requirements as per the prevailing law. Your bill should be exactly in line with Allflex’s PO terms to facilitate easier payment and it must be legible.
28. In compliance of Environment, health and safety norms, the Vendor shall
    • provide MSDS (Material Safety Data Sheet) data to Allflex and update the same whenever required:
    • provide lo Allflex an appropriate status labels applicable to the product, clearly indicating the status on Hazardous / Carcinogenic / Mutagenic / Toxic in nature:
    • Maintain safe handling and storage procedures in case or Hazardous product:
    • Ensure that the Vendor’s vehicle entering Allflex’s designated premises for delivery of said material shall comply with Motor Vehicle Act.or any other applicable law.
29. Adherence to safety and work instructions is must during the course of contractors agreement for construction, repairs etc. Vendor’s employees will follow rules and regulations of Allflex pertaining to safety and work Instructions. Failure to do so will attract appropriate penalty. Penalty will be deducted from payment of your bill/invoice.
30. Ethical Business Practices
    • Vendor agrees to conduct the business contemplated herein in a manner which is consistent with all Applicable Laws, including but not limited to all applicable anti-bribery and corruption laws. Vendor further warrants and covenants that in connection with the subject matter of this Agreement, Vendor, its shareholders and corporate or individual beneficial owners, directors, employees, officers, and any third party acting on its behalf have not and shall not offer, promise or make any payment, either directly or indirectly, of money or other assets (hereinafter collectively referred to as a “Payment”), to government officials where such Payment would constitute a violation of any applicable regulation or law.  In addition, regardless of legality, Vendor shall not offer, promise or make any Payment, either directly or indirectly, to any government officials if such Payment is for the purpose of influencing decisions or actions or to obtain a business advantage with respect to the subject matter of this Agreement or the business activities of Vendor.
    • Any violation of or any breach of a representation or warranty set forth in this Ethical Business Clause shall be a material breach of this Agreement and in such event Company may terminate this Agreement immediately without payment of penalty or damages or further performance of any kind.
31. Vendor by accepting this order acknowledges absolute and unqualified acceptance of the foregoing terms and conditions of this PO. The terms and conditions of this PO shall not be deemed to have been amended, modified or set aside under the premise of any contrary provision appearing in the Vendor’s invoice.