(a) Prices in the Quote are in INR (Indian Rupees), 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 TRADELAB TECHNOLOGIES PVT LTD 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 TRADELAB TECHNOLOGIES PVT LTD with a valid exemption certificate. Buyer agrees to indemnify and hold TRADELAB TECHNOLOGIES PVT LTD 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.
Purchase Orders are subject to formal acceptance in writing (via email, by letter or fax) by TRADELAB TECHNOLOGIES PVT LTD’ contractual representative even if received elsewhere by a salesperson, selling agent or other representative. TRADELAB TECHNOLOGIES PVT LTD will use commercially reasonable efforts to confirm or reject any Buyer Purchase Order within ten (10) business days of receipt by TRADELAB TECHNOLOGIES PVT LTD’ contractual representative.
(a) TRADELAB TECHNOLOGIES PVT LTD will invoice Buyer for each sale/lease. The amount invoiced will include the price of the software application/services plus all applicable taxes, fees, transportation, insurance, and other fees or charges.
(b) Unless otherwise specified, payments are due fifteen (15) 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) For online payments the entire amount inclusive of taxed must be paid upfront.
(e) In case of payment failure in online transactions, the mount will be reversed within 7-10 working days or as per the government guidelines.
(f) Upon successful payment received at and successful verification of the same, the application / service will be made available to the customer immediately or within 48 working hours of the payment.
(g) In case the customer wants to withdraw from the services, he/she may provide a written mail to TRADELAB TECHNOLOGIES PVT LTD. The services will be deactivated within 7 working days from the date of receipt of formal mail for closure.
(h) For all online purchases, if the customer withdraws the services before the expiry date of the services, the refund will be processed after deduction of calculated usage of services within 7-10 working days from mail acknowledgement of service withdrawal or account closure.
Acceptance of services shall occur immediately upon completion unless buyer provides written notification of non-conformity within 15 calendar days of completion.
Anyone who subscribes to the services of TRADELAB TECHNOLOGIES PVT LTD can avail the membership on a monthly , half-yearly and annual basis provided that he/she has successfully completed the onboarding process successfully and and agrees to the terms and conditions of TRADELAB TECHNOLOGIES PVT LTD.
To the full extent allowed by law, the foregoing warranties and remedies are exclusive and are in lieu of all other remedies, warranties, terms, or conditions, express or implied, either in fact or by operation of law, statutory or otherwise. TRADELAB TECHNOLOGIES PVT LTD’ warranties herein convey to Buyer and to the ultimate end user (the "End User") but are not extended to any other third parties. TRADELAB TECHNOLOGIES PVT LTD neither assumes nor authorizes any other person to assume for it any other liability in connection with the sales, installation, maintenance or use of its Products or performance of Services. Replacement Products assume the warranty status of the Product being replaced and have no separate or independent warranty of any kind. OTHER THAN AS EXPRESSLY SET FORTH ABOVE, TRADELAB TECHNOLOGIES PVT LTD MAKES NO WARRANTIES, EXPRESS, STATUTORY, IMPLIED, OR OTHERWISE. TRADELAB TECHNOLOGIES PVT LTD SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES AND CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
LIMITATION OF LIABILITY. TRADELAB TECHNOLOGIES PVT LTD', OR ITS AFFLIATES’ OR ITS SUPPLIERS’ TOTAL LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES UP TO BUT NOT TO EXCEED THE PURCHASE PRICE OF THE SERVICES. IN NO EVENT SHALL TRADELAB TECHNOLOGIES PVT LTD BE LIABLE FOR COSTS OF SUBSTITUTE PRODUCTS OR SERVICES, LOSS PROFITS OR REVENUE, BUSINESS INTERRUPTION, CLAIMS OF THIRD PARTIES, LOSS OF INFORMATION ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, OR ANY SPECIAL, INDIRECT, RELIANCE, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY REGARDLESS OF THE REASON. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER TRADELAB TECHNOLOGIES PVT LTD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. The disclaimers of warranty and limitations of liability set forth herein are an essential element in setting the product price. Because some states and jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply or fully apply to Licensee.
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 TRADELAB TECHNOLOGIES PVT LTD’ contractual POC.
TRADELAB TECHNOLOGIES PVT LTD 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 TRADELAB TECHNOLOGIES PVT LTD’ 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 TRADELAB TECHNOLOGIES PVT LTD at law or in equity.
For monthly subscription , if the subscriber wishes to terminate the services , the refund will be based on the number of remaining days in a month. For Half yearly and Annual subscribers, the number of remaining months, plus the number of remaining days in the current month. In such cases the bill will be calculated based on monthly subscription charges and all discounts related to half-yearly and annual subscription will not be considered.The government taxes will be calculated based on the billed value.
The transactions contemplated herein shall be governed in all respects by the laws of the Laws of Kolkata. India without regard to conflicts of law rules. In the event that a dispute arises, Buyer and TRADELAB TECHNOLOGIES PVT LTD hereby submit to the exclusive jurisdiction and venue of the state and Laws of Kolkata, West Bengal, India. The parties hereby confirm that the English language shall be the governing language of these terms and conditions. The parties also hereby confirm that, in the case of any conflict or claim that results in litigation between the parties related to the sale of TRADELAB TECHNOLOGIES PVT LTD Services , that all costs associated with said litigation, including legal fees, incurred by the prevailing party, shall be paid by the opposing party.
TRADELAB TECHNOLOGIES PVT LTD will be excused from any obligation to the extent performance thereof is prevented by acts of God, fire, pandemic, epidemic, flood, riots, material shortages, strikes, governmental acts, disasters, earthquakes, inability to obtain labor or materials through its regular sources, or any other cause beyond TRADELAB TECHNOLOGIES PVT LTD’ reasonable
Notwithstanding anything to the contrary herein, to the extent the Services are delivered with a TRADELAB TECHNOLOGIES PVT LTD 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.
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 TRADELAB TECHNOLOGIES PVT LTD. 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 TRADELAB TECHNOLOGIES PVT LTD (or its licensors, if any). Buyer shall not reverse engineer any Products.
Buyer shall not release any publicity, advertisement, or news release regarding any contract, subcontract or purchase order with TRADELAB TECHNOLOGIES PVT LTD without TRADELAB TECHNOLOGIES PVT LTD’ express written consent. Buyer shall not use any TRADELAB TECHNOLOGIES PVT LTD trade/service marks or trade names (“collectively “marks”) for any purpose whatsoever without the express written consent of TRADELAB TECHNOLOGIES PVT LTD, except as expressly permitted by the rules of use set forth in TRADELAB TECHNOLOGIES PVT LTD’
TRADELAB TECHNOLOGIES PVT LTD 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, TRADELAB TECHNOLOGIES PVT LTD 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 TRADELAB TECHNOLOGIES PVT LTD’ written consent is obtained prior thereto and any such assignment without such consent shall be void.
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.
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.