PAYMENT INSTRUCTIONS

Please pay by Bank Transfer to our Bank account as follows -

Beneficiary Name: Akiro Protech Private Limited
Beneficiary Address: 127 Budhihal Village, Kasaba Hobli, Nelamangala Taluk, Bengaluru Rural 562123 India
Beneficiary Bank Name: YES Bank
Beneficiary Account Number: 015680600001789
Beneficiary Bank Address: No 92 Sampige Main Rd, 7th Cross, Malleswaram, Bangalore India 560003
Correspondent Bank: JP Morgan Chase Bank
Correspondent Bank Swift Code CHASUS33
Correspondent Bank AC Number 765902317
Routing Number 021000021


GENERAL TERMS AND CONDITIONS OF SALE 

These terms and conditions of sale by the Seller (as defined below) hereby overrides the applicability of any general conditions of the Customer (as defined below). 

1. GENERAL 

1.1 These General Terms and Conditions of Sale (“Conditions”) govern the sale and delivery of all goods and/or services (henceforth referred to as: the “Goods”) from Akiro Protech Private Limited (“Seller”) to customer (“Customer”) and apply to all similar dealings between Seller and Customer. 

1.2 These Conditions supersede any and all prior oral and written quotations, communications, and agreements of the parties in respect to the sale and delivery of the Goods and shall apply in preference to and supersede all terms and conditions of any order placed by Customer. Failure of Seller to object to terms and conditions set by Customer shall in no event be construed as an acceptance of any terms and conditions of Customer. Neither Seller’s commencement of performance nor Seller’s delivery shall be deemed or constituted as acceptance of any of Customer’s terms and conditions. Any communication by the Customer which confirms an agreement for the delivery of Goods by Seller, as well as acceptance by Customer of any delivery of Goods from Seller shall constitute an unqualified acceptance by Customer of these Conditions. 

1.3 These Conditions may only be superseded by a duly executed written contract between Seller and Customer. 

2. QUOTATIONS, ORDERS AND CONFIRMATION 

2.1 Quotations, made by Seller in whatever form, are not binding upon Seller and serves as a precursor to the Customer to place an order. All quotations issued by Seller are revocable and subject to change without notice. Purchase orders by customers are not binding until accepted by Seller in writing (“Seller’s Confirmation”). Seller shall be entitled to refuse an order without indication of its reasons. 

2.2 Price quotations based on projected quantities are subject to change in the event that actual quantities purchased during the specified period vary from the projected quantities. 

2.3 Statements and agreements made by Seller’s employees, officers, representatives and/or agents are not binding upon Seller unless, and only to the extent that, these are confirmed or made in writing by duly authorized representative(s) of Seller. 

2.4 Any samples supplied to Customer are supplied solely for information purposes and in no way imply any warranties, including as to quality, merchantability, suitability or fitness for any purpose and Customer shall be deemed to have satisfied itself as to such matters prior to ordering the Goods. 

2.5 Each delivery shall stand as a separate transaction and any failure to deliver shall have no consequences for other deliveries. 

3. PRICES 

3.1 Prices and currencies of Seller’s Goods are as set out in Seller’s Confirmation. Unless agreed otherwise, Seller’s prices include standard packaging but do not include Value Added Tax or any other similar applicable taxes, duties, levies or charges in any jurisdiction levied in relation to the Goods or the delivery thereof (“Taxes”), except for any sales within the territory of India wherein the mandatory Goods and Services Tax (GST) amount will be added to the cost of goods. The amount of any Taxes levied in connection with the sale of the Goods to Customer shall be for Customer’s account and shall be added to each invoice or separately invoiced by Seller to Customer. If Seller grants a discount, this discount only relates to the delivery and/or quantity of the Goods specifically mentioned in Seller’s Confirmation. 

3.2 Unless the prices have been indicated as firm by Seller in Seller’s Confirmation, Seller is entitled to increase the price of the Goods still to be delivered in a multi-delivery contract if the cost price determining factors have been subject to an increase. These factors include but are not limited to: raw and auxiliary materials, energy, products obtained by Seller from third parties, wages, salaries, governmental charges, freight costs and insurance premiums. Seller shall notify Customer of such increase. 

4. PAYMENT AND CUSTOMER’S CREDIT 

4.1 Unless expressly stated otherwise in Seller’s Confirmation, payment shall be made on the basis of net cash, to be received by Seller prior to despatch of Goods by means of transfer into the bank account as mentioned in 4.2. All payments shall be made without any deduction on account of any Taxes and free of set-off or other counterclaims. 

4.2 Payment to be made in favour of Akiro Protech Private Limited, Bank AC No 120000292401, Canara Bank, Peenya Branch, Bengaluru, India. SWIFT Code CNRBINBBLFD.

4.3 With regard to payment of the price for Goods, time is of the essence. Seller may, without prejudice to any other rights of Seller, charge interest on any overdue payment at the higher rate of either twelve percent (12%) per annum or one and a half times the prevailing rate under applicable law per annum, but not to exceed the maximum interest rate permitted under applicable law, from the due date computed on a daily basis until all amounts outstanding are paid in full. All costs and expenses incurred by Seller with respect to collection of overdue payments (including, without limitation, reasonable attorney’s fees, expert fees, court costs and other expenses of litigation) shall be for Customer’s account. 

4.4 Every payment by Customer shall in the first place serve to pay the judicial and extrajudicial costs and the interest owed by it and afterwards shall be deducted from the oldest outstanding claim regardless of contrary advice from Customer. 

4.5 Any complaint with respect to the invoice must be notified to Seller within seven (7) days after the date of invoice. Thereafter Customer shall be deemed to have approved the invoice. 

5. DELIVERY AND ACCEPTANCE 

5.1 Unless expressly stated otherwise in Seller’s Confirmation, all deliveries of Goods shall be FCA (Free Carrier). The term FCA shall have the meaning set forth in the latest version of INCOTERMS published by the International Chamber of Commerce at Paris, France, at the time of Seller’s Confirmation. Customer shall accept the Goods upon delivery. 

5.2 Unless expressly stated, any dates for delivery by Seller are estimates and shall not be of the essence. Seller is entitled to deliver the Goods as stated in Seller’s Confirmation in more than one shipment, and to invoice separately. In no event shall Seller be liable for any delay in delivery. Delay in delivery of any Goods shall not relieve Customer of its obligation to accept delivery thereof. Deviations in quantity of Goods delivered from that stated in Seller’s Confirmation shall not give Customer the right not to accept the Goods. Customer shall be obligated to pay the rate specified in Seller’s Confirmation for the quantity of Goods delivered. 


6. CANCELLATION 

6.1 Customer’s wrongful non-acceptance or rejection of Goods or cancellation or repudiation of Seller’s Confirmation shall entitle Seller to recover from Customer, in addition to any other damages caused by such action: (i) in the case of Goods which reasonably cannot be resold by Seller to a third party, the price of such Goods; or (ii) in the case of Goods which can be resold by Seller or where an action for the price is not otherwise permitted by law, damages equal to fifty percent (50%) of the price for the Goods as liquidated damages. 


7. EXAMINATION AND CONFORMITY TO SPECIFICATIONS 

7.1 On delivery and during the handling, use, processing, transportation, storage and sale of the Goods (the “Use”), Customer shall examine the Goods and satisfy itself that the Goods delivered meet all contractual requirements. 

7.2 Complaints about the Goods shall be made in writing and must reach Seller not later than seven (7) days from the date of delivery in respect of any defect, default or shortage which would be apparent from a reasonable inspection on delivery, and seven (7) days from the date on which any other claim was or ought to have been apparent, but in no event later than six (6) months from the date of delivery of the Goods. Use or processing of the Goods shall be deemed to be an unconditional acceptance of the Goods and a waiver of all claims in respect of the Goods. 

7.3 determination of whether or not delivered Goods conform to the agreed specifications for the Goods as stated in Seller’s Confirmation or, in the absence of agreed specifications, to the most recent specifications held by Seller at the time of delivery of the Goods (the “Specifications”), shall be done solely by analysing the samples or records retained by Seller and taken from the batches or production runs in which the Goods were produced in accordance with the methods of analysis used by Seller. Goods that Seller consents or directs in writing to be returned shall be returned to Seller at the risk of Customer, to the destination directed by Seller. 

7.4 Defects in parts of the Goods stated in Seller’s Confirmation do not entitle Customer to reject the entire delivery of the Goods. Complaints, if any, do not affect Customer’s obligation to pay as defined in Article 4. Upon receipt of a notice of defect, Seller is entitled to suspend all further deliveries until the complaints are established to be unfounded and/or refuted or until the defect has been totally cured. 


8. INTELLECTUAL PROPERTY 

8.1 Seller may not be aware of the possible existence of third party intellectual property rights which might be infringed as a consequence of the sale of the Goods, and Seller shall not be held liable for any loss or damages in that respect. 

8.2 The sale of Goods shall not, by implication or otherwise, convey any license under any intellectual property right relating to the Goods, the applications of the Goods, and the trademarks or logos owned and controlled by Seller. Customer expressly assumes all risks of any intellectual property infringement by reason of its importation and/or Use of the Goods, whether singly or in combination with other materials or in any processing operation. These conditions are applicable with effect from 1 November 2021 and are subject to change at any time without notice.