The quotation to which these Terms and Conditions of Sale are attached (the "Quote") is an offer to sell the quoted services (the "Services") to the named purchaser (the "Buyer"), conditional on the Buyer's agreement to the terms and conditions set forth below and RANK1 INFOTECH agrees to sell the same only upon these terms and conditions. Except as specifically provided otherwise below, this document constitutes the entire agreement of the parties with respect to the purchase and sale of the Services and supersedes all prior understandings or agreements, whether written or verbal. No term or condition of Buyer's order inconsistent with the terms and conditions hereof shall be binding on RANK1 INFOTECH. Any additional or different terms, including but not limited to those on Buyer's purchase orders (the "Purchase Orders"), are hereby rejected by RANK1 INFOTECH and disclaimed by Buyer. Any amendment to these terms and conditions must be in writing, must RANK1 INFOTECH. Unless otherwise specified in the Quote, or unless withdrawn earlier by RANK1 INFOTECH, the Quote will expire thirty (30) days from the date issued.
1. PRICES
(a) Prices in the Quote are in INR (Indian Rupee), include packaging for domestic or international commercial shipment, as appropriate, and are exclusive of any other amounts including without limitation fees for export, special packaging, transportation and insurance, and are payable as per the Quote.
(b) Prices do not include any taxes, customs duties or tariffs. When RANK1 INFOTECH has the legal obligation to pay or collect any such taxes, duties or tariffs, the appropriate amount shall be paid by Buyer unless Buyer provides RANK1 INFOTECH with a valid exemption certificate. Buyer agrees to indemnify and hold RANK1 INFOTECH harmless for any liability for any tax, duty or tariff in connection with the sale, as well as the collection or withholding thereof, including penalties and interest.
2. ORDER ACCEPTANCE
Purchase Orders are subject to formal acceptance in writing (via email, by letter or fax) by RANK1 INFOTECH’ contractual representative even if received elsewhere by a salesperson, selling agent or other representative. RANK1 INFOTECH will use commercially reasonable efforts to confirm or reject any Buyer Purchase Order within five (5) business days of receipt by RANK1 INFOTECH’ contractual representative.
3. PAYMENT TERMS
(a) RANK1 INFOTECH will invoice Buyer for each shipment. The amount invoiced will include the price of the Services plus all applicable taxes, fees, transportation, insurance, and other fees or charges. If all Service in Buyer’s Purchase Order are not shipped at the same time, RANK1 INFOTECH will invoice Buyer at the time of shipment for the Services being shipped. Payments shall be remitted to: RANK1 INFOTECH, Unit-323, IIIrd Floor, Plot No.-10, Pocket-7, Vardhman Bahnhof Plaza, Sector-12, Dwarka, New Delhi-110075.
(b) Unless otherwise specified, payments are due thirty (30) days after the date of invoice.
(c) Any unpaid due amounts will be subject to interest at 1.5% per month, or, if less, the maximum rate allowed by law.
(d) RANK1 INFOTECH shall not be liable under any warranty stated herein if the purchase price has not been paid in full.
(e) RANK1 INFOTECH may offset amounts RANK1 INFOTECH owes to Buyer against amounts Buyer owes to RANK1 INFOTECH, whether under the same or a different Purchase Order.
4. ACCEPTANCE OF SERVICES
Acceptance of services shall occur immediately upon completion unless buyer provides written notification of non-conformity within 15 calendar days of completion.
5. BUYER CHANGE ORDER AND CANCELLATION
Any and all changes to Buyer’s Purchase Orders must be provided by written (paper-based or electronically transmitted) notice from Buyer. Any change order increasing the purchase quantity is subject to acceptance by RANK1 INFOTECH’ contractual POC.
6. CANCELLATION FOR DEFAULT
RANK1 INFOTECH may, upon written notice to Buyer, cancel any or all Buyer Purchase Orders effective immediately if:
(i) Buyer fails to perform any material obligations and such failure is not remedied within fifteen (15) calendar days after notice has been given;
(ii) Buyer fails to pay for purchases in accordance with the terms stated herein;
(iii) Buyer: ceases doing business as a going concern; makes an assignment for the benefit of creditors; is unable to pay its debts as they become due; files a voluntary petition in bankruptcy; is adjudicated to be a bankrupt or insolvent debtor; files a petition seeking for itself any reorganization; or consents or acquiesces in the appointment of a trustee, receiver or liquidator; or
(iv) any proceeding seeking involuntary reorganization, or similar relief is filed against Buyer which is not dismissed within thirty (30) days after filing, or if any trustee, receiver or liquidator of Buyer or any substantial part of its business assets or properties is appointed without RANK1 INFOTECH’ consent or acquiescence and such appointment is not vacated within thirty (30) days after such appointment. Any cancellation pursuant to this clause will be in addition to and not in lieu of any other remedies available to RANK1 INFOTECH at law or in equity.
7. LICENSE AGREEMENTS
Notwithstanding anything to the contrary herein, to the extent the Services are delivered with a RANK1 INFOTECH or Third Party Product license agreement(s) (the "License Agreement(s)"), the terms and conditions of such License Agreement(s) shall apply in addition to the terms and conditions set forth herein. To the extent there is a conflict between the terms and conditions of such License Agreement(s) and those set forth herein, the term or condition set forth in the License Agreement(s) shall govern in all cases. Nothing herein shall be construed to grant any rights or license to use any Product or other intellectual property in any manner or for any purpose not expressly permitted by the License Agreement.
8. CONFIDENTIAL INFORMATION
Buyer acknowledges that Products contain a combination of trade secret, know-how, patent, proprietary, and confidential information of a commercial or technical nature (“Confidential Information”), and are valuable property of RANK1 INFOTECH. Buyer agrees to protect Confidential Information with the same confidentiality protections as are used, or should be used, for its own confidential information, and in any case, shall make the best commercial effort to protect such Confidential Information. Confidential Information is and remains the sole property of RANK1 INFOTECH (or its licensors, if any). Buyer shall not reverse engineer any Products.
9. DATA PROTECTION
The Data stored in the software is the property of Buyer (Residents, Estate Office/RWA) only, The RANK1 INFOTECH and its authorised personnel can access the database to investigate the issues raised by the customer. However, the data will not be shared with any third party under any circumstances.
10. FORCE MAJEURE
The RANK1 INFOTECH shall have no liability to you for any interruption or delay, to access the Site irrespective of the cause.
11. JURISDICTION
The Agreement shall be governed by the Laws of India. The Courts of law at Delhi, India shall have exclusive jurisdiction over any disputes arising under this agreement.
12. ENTIRE AGREEMENT
These Terms of Service constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
13. LIMITED TIME TO BRING YOUR CLAIM
You and The RANK1 INFOTECH agree that any cause of action arising out of or related to the The RANK1 INFOTECH's web sites, only, must commence within one (1) year after the cause of action accrues otherwise, such cause of action will be permanently barred.
14. ACCEPTANCE OF PRIVACY POLICY
By using The RANK1 INFOTECH's sites and services, you signify your acceptance of this Privacy Statement. If you do not agree or are not comfortable with any policy described in this Privacy statement, your only remedy is to discontinue use of The RANK1 INFOTECH sites. We reserve the right, to modify this Privacy Statement at any time.
15. GENERAL TERMS
Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms.
Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement.
If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.
16. NOTICE OF COPYRIGHT INFRINGEMENT
The RANK1 INFOTECH is not liable for any infringement of copyright arising out of materials posted on or transmitted through the site, or items advertised on the site, by end users or any other third parties. In the event you have any grievance in relation to any Content uploaded on the Site.
17. GRIEVANCE REDRESSAL
Any complaints or concerns with regards to content and or comment or breach of these terms shall be taken up with the Board of RANK1 INFOTECH by writing to [email protected].
18. PUBLICITY AND USE OF RANK1 INFOTECH MARKS
Buyer shall not release any publicity, advertisement, or news release regarding any contract, subcontract or purchase order with RANK1 INFOTECH without RANK1 INFOTECH’ express written consent. Buyer shall not use any RANK1 INFOTECH trade/service marks or trade names (“collectively “marks”) for any purpose whatsoever without the express written consent of RANK1 INFOTECH, except as expressly permitted by the rules of use set forth in RANK1 INFOTECH’ website.
19. ASSIGNMENT
RANK1 INFOTECH may freely assign or pledge the payments due (and the documentation supporting such payment obligation) from Buyer under the applicable Purchase Order, and may assign all of its other rights and obligations by giving Buyer written notice thereof but without being obligated to obtain Buyer's consent prior thereto. In the event of an assignment, RANK1 INFOTECH shall be discharged of any further liability pursuant to the affected Purchase Orders. Buyer may not assign its rights or delegate its obligations under any or all of its Purchase Orders unless RANK1 INFOTECH’ written consent is obtained prior thereto and any such assignment without such consent shall be void.
20. SEVERABILITY
If any provision of these terms and conditions is held by a court, government agency or other legal authority of competent jurisdiction to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not invalidate, void or render unenforceable any other portion of these terms and conditions.
21. SURVIVAL OF TERMS
The termination or cancellation of any Buyer Purchase Order shall not affect the parties' obligations and rights hereunder which by their nature should be understood to survive such termination or cancellation.
Updated 11 November 2019