General purchase conditions for materials and components

1.1. These general terms and conditions of sale (hereinafter referred to as "General Terms and Conditions") shall apply to all products supplied and services performed by GF Piping Systems Pvt Ltd. (hereinafter referred to as "GF") towards the Purchaser (hereinafter referred to as “Products”). They shall also apply to all future business even when no express reference is made to these General Terms and Conditions.

1.2. Any legal transactions (one-, two-, as well as multi-sided legal transactions, e.g. conclusion, disputing, contesting etc.) on the part of GF and Purchaser must be in writing in order to be valid. Provisions deviating or supplementing these General Terms and Conditions, especially Purchaser's general terms and conditions of purchase and verbal agreements shall only be applicable if accepted in writing by GF or if they favor GF. The written form shall be deemed complied with all forms of transmission, evidenced in the form of text, e-mail, etc. Excluded thereof shall be the transmission by fax.

1.3. Offers shall only be binding if they contain a specifically stated period for acceptance.

 2.1. GF's product range is subject to change without prior notice.

2.2. The order confirmation shall govern the scope and execution of the contract.

2.3. GF shall be entitled to hire subcontractors.  

 3.1. The Purchaser shall bring to the attention of GF all local laws and regulations at the place of destination which bear connection with the execution of the contract and the adherence to relevant safety regulations and approval procedures.

3.2. Unless otherwise agreed in accordance with Clause 3.1, the supplies shall comply with the regulations and standards at GF's registered office.

3.3. In case of re-exports, the Purchaser shall be responsible for compliance with export control regulations.

4.1. Unless agreed otherwise, the prices shall be deemed to be in INR net, EXW (Incoterms 2010 of the ICC, or latest version) at the production site of GF, including standard packing.

4.2. If contrary to EXW (Incoterms 2010 of the ICC, or latest version), at the production site of GF, costs of any kind, in particular all supplementary costs, such as the cost of carriage, freight, insurance, export, transit and import licenses etc. as well as all types of taxes, fees, duties, etc. connected with the contract., shall be borne by GF, GF reserves the right to adjust the prices accordingly in the event of a change in costs.

4.3. If the Products are provided with additional packaging over and above the standard packaging such packaging shall be charged additionally.
  

5.1. The Purchaser shall make payments at the place of GF within thirty (30) days of receipt of invoice without any deductions, such as discounts, costs or dues. Tax withholding will be subject to applicable law. 

5.2. The Purchaser shall only have a right of set-off against counterclaims that are either undisputed by GF or legally established to the Purchaser by a court of competent jurisdiction and should be in compliance with applicable laws. The Purchaser shall have no right to withhold payments due if unessential parts of the delivery are still pending provided that the use of the delivery is not rendered unusable as a result.

5.3. If the advance payment or the contractually agreed securities have not been made on time, GF shall be entitled to adhere to or to rescind the contract and shall in both cases be entitled to claim damages.

5.4. If the Purchaser, for any reason, is in delay with a payment, or if GF is seriously concerned that GF will not receive payments in total or in due time because of circumstances having taken place since entering into the contract, GF, without being limited in its rights provided for by law, shall be entitled to refuse the further performance of the contract and to retain the Products ready for dispatch until new terms of payment and delivery will have been agreed and until GF will have received satisfactory securities. If such an agreement cannot be reached within a reasonable time, or if GF does not receive adequate securities, GF shall be entitled to rescind the contract and to claim damages.

5.5. If the Purchaser does not adhere to the agreed terms of payment, the Purchaser shall be liable without reminder, for default interest to the amount of two (2) percent per month or part thereof of the contract price with effect from the agreed date on which the payment was due. The right to claim further damages is reserved.  

1. Without being bound by statutory inspection periods, we shall examine the goods supplied at our earliest convenience.
   
2. By making payments or conducting pre-shipment tests, we are not waiving our legal remedies for faulty deliveries.

1. The Supplier warrants that the goods have the agreed qualities, are fit for the purpose under the contract and generally are free from defects impairing their value or fitness for the agreed or normal use.
   
2. The goods must comply with all applicable laws, regulations and accident prevention rules being in force in Buyer’s country. In addition to that the supplier warrants that the goods are free from any radioactivity.
   
3. In case of defects in the goods supplied we shall be entitled to avail ourselves of the pertinent remedies at law. However we shall only be entitled to rescind the contract if the Supplier, within a reasonable period, has been unable or unwilling to repair the defect or to replace the defective product at his expense. In case of urgency or if the Supplier is defaulting in his obligation to remedy the defect, we are entitled to have the defects remedied at Supplier's cost.
   
4. The Supplier shall reimburse the costs of dismantling defective goods or products which have become defective as a result of defective goods supplied by Supplier as well as the costs of reinstalling goods or products being free from defects.
   
5. Unless otherwise agreed, the warranty period shall be 30 months following the receipt of the goods in our works. To the extent the parties have agreed on subjecting the goods to a functional acceptance test in our works, the warranty period shall commence with the signing of the acceptance protocol.
   
6. Claims for defects, which have been duly notified during the warranty period shall be time-barred 12 months after the expiry of
   the warranty period.
   
7. Defective goods or parts thereof shall remain at our disposal up to their replacement or cancellation of the contract. Following replacement the defective goods are placed at Supplier's disposal in our works.
8. The warranty for replacement and repairs shall be the same as agreed for the original delivery; the warranty period for replaced parts shall start running anew. This shall equally apply to replaced parts and components.

1. The Supplier shall indemnify us against any claims, damages, losses, liabilities, suits and expenses arising from the supply of defective goods or services.
   
2. The Supplier shall take out and maintain product liability insurance providing for a word-wide coverage of at least EUR 5 Mio per incident in case of injury, illness or death and /or damage to property as well as for a coverage of at least EUR 0,5 Mio. per case and calendar year for the costs of dismantling and reinstallation. The limitations of the insurance coverage shall not be construed to be limitations of Supplier’s liability.

1. All data, drawings, equipment, patents, tools, models, etc. placed by us at Supplier's disposal for the manufacture of the goods shall remain our property and may not be used for other purposes, copied or disclosed to third parties. Copyrights therein shall remain vested in us. All documents shall be returned, free of charge, as soon as they are no longer needed for the execution of the order. If no deliveries are agreed, the documents shall equally be returned to us.
   
2. Products manufactured according to our drawings, patents, confidential data, our tools or copies thereof, shall not be used by the Supplier for his own use nor may they be offered or delivered to third parties. This shall equally apply to printing orders.

1. The Supplier shall treat the order and all related deliveries as confidential.

1. The Supplier warrants that the goods and services supplied do not infringe third party property rights. He will indemnify us from any third party claims related thereto.

1. Place of performance for the goods and the services shall be the agreed place of destination. Place of performance for the payment shall be the registered office of the business unit having placed the order.

1. Exclusive place of venue for any differences shall be our office having issued the order. We shall however be entitled to bring actions in any other competent courts.
   
2. In case of disputes all supplies shall be subject to substantive laws in force at Buyer's place of business, excluding any conflict of laws provisions, deliveries from abroad in addition to the UN Convention on the International Sale of Goods of 11.4.1980.

1. GF's Code for Business Partners applies to all Suppliers, (sub-) contractors and other service providers of GF and their employees (collectively referred to in this document as ‘business partners’). It is mandatory for all Suppliers to be aware of GF's latest Code for Business Partners and implement all the required activities to be compliant with it.

2. The GF Code for Business Partners will be provided to Supplier upon request or can be found under www.georgfischer.com.

3. Any breach of any of the obligations contained in this section shall be deemed a material breach of the contractual relationship.

12/2024