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General Terms
& Conditions
1.0 Amendment:
No change or amendment in the Agreement shall be valid unless agreed to in writing by both the parties hereto. Non-enforcement by
either party of any condition herein contained shall not operate as a waiver of the condition itself or any subsequent breach thereof.
2.0 Force Majeure:
If Indexpo
Corporation be prevented from discharging its obligation/s under this Agreement by reason of,
but not limited to, war, blockade, revolution, insurrection, mobilisations, strikes, lock-outs, civil commotions, riots,
Acts of God, plague or other epidemics, natural disasters, Government regulation, legislation or on account of any other cause or causes beyond
Indexpo Corporation's control interfering with the
exporting, shipment, safe arrival, unloading, discharging or delivery of the goods, the time for delivery of the goods to
the buyer by Indexpo Corporation shall be postponed by such time or times during which
exporting, shipment, safe arrival, unloading, discharging or delivery is prevented by any such cause/s as hereinbefore mentioned, provided that notice is tendered by
Indexpo Corporation to the buyer within 7(seven) days of the happening of such an
event and if such force majure event continues for a period
exceeding 30 days, from the date of such occurrence, the
obligation of Indexpo Corporation under the Agreement stand
discharged with no fault liability.
3.0 Assignment:
Neither of the parties hereto shall transfer, assign or otherwise part with this Agreement or any part thereof, either directly or indirectly, without previous, written permission of the other party. The party assigning shall,
however, be entirely responsible for the execution / performance of this Agreement and every part of it by the assignee, if any, permitted by the other party.
4.0 Indemnity: Buyer shall fully indemnify and keep
Indexpo Corporation indemnified & harmless at all
times against all claims, losses, damages, suits, actions, proceedings, costs, charges, levy and expenses which
Indexpo Corporation may be subjected to or incur or sustain or suffer on account of or anywise relating to or arising out of this Agreement.
5.0. Governing Law: Notwithstanding
any conflict of Laws, this Agreement shall be governed by the
applicable Indian Law for the time being in force. 6.0 Arbitration:
In the event of any dispute or difference between the parties hereto relating to the interpretation, construction, fulfillment or otherwise of this Agreement, such dispute or difference shall be settled by the process of arbitration of a SOLE ARBITRATOR to be appointed
as per the Rules of Arbitration of Incian Council of
Arbitration, New Delhi. The venue of such arbitration proceedings shall be at the
Office of Indexpo Corporation at Kolkata (Calcutta) and the costs of the arbitration shall be borne equally by the parties hereto.
The costs will not cover the travel and lodging and other
incidental; expenses that might be incurred by the respective
parties in organising such an arbitration proceeding. The award of the sole arbitrator shall be binding on both the parties.
Subject to the foregoing, the parties hereby agree that the court having local jurisdiction over Calcutta / South 24 Parganas shall have exclusive jurisdiction in respect of any dispute arising out of this
Agreement, to the exclusion of all other courts.
7.0 Interpretation:
This agreement shall be governed by Indian law for the time
being in force.
Words and Terms that have not been specifically defined herein
shall be deemed to have their respective meanings construed and interpreted
as in INCOTERMS 2000 or any subsequent amendment thereof.
This agreement is exhaustive as to the rights and obligations of
the parties hereto, however, terms and conditions which are not
specifically defined herein under the agreement shall be interpreted
having regard to applicable law, usage, customs and trade
practice of India.
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