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STANDARD TERMS AND CONDITIONS OF PROCUREMENT

Conditions (if any) given in the Purchase Order shall have the precedence over the following terms. “ProcX” shall mean the Buyer i.e “ProcX Value Engineering Private Limited”. Supplier/Vendor shall mean the person on whom ProcX has placed an Order.

Acceptance of Purchase Order - This purchase order constitutes Buyer’s offer to Seller and shall become a binding contract upon the terms and conditions stated in this purchase order upon acceptance by Seller by any expression of acceptance, or commencement of performance, whichever occurs first. It shall be deemed to be accepted in the case where the Seller has not accepted or expressly not rejected the order within 2 working days. Any terms and conditions proposed by Seller in acknowledging or accepting Buyer’s offer which are different from or in addition to the terms set forth in this purchase order shall not be binding upon Buyer and shall be void and of no effect, except to the extent expressly accepted in writing by Buyer’s authorized procurement representative(s). The Company does not accept any responsibility for any order unless it is issued on Company's official P.O. duly signed by authorised signatory. However no physical signature is required in case of electronic copy generated through the system.

Prices - No revision in the prices will be allowed during the period of contract. GST will be payable:-

  • Against submission of original Tax Invoice & Duplicate for Transporter copy of Invoice.
  • As applicable on the date of dispatch subject to dispatch being affected within the stipulated delivery period
  • After the vendor discharges their tax liability and submits proof thereto.

GST Clause:

  • Any change in taxation or any other governmental action affecting the cost of supplies under this agreement, will result in an immediate adjustment to the prices payable under this agreement.
  • The vendor should ensure that at all times he should comply with the provisions under the goods and services tax (GST) in relation to payment of taxes, uploading and filing of all GST returns with correct information within the statutory due dates.Other compliances should also be duly taken care of by the vendor. Any monetary loss (including interest and penalty) to ProcX Value Engineering Private Limited due to non-compliance on part of the vendor shall be recoverable from the vendor and/or adjustable against the payments to be made to the vendor.
  • The agreement may further be amended from time to time as and when required in order to capture necessary amendments introduced in the goods and services tax (GST Laws)
  • The Seller warrants that it has a valid registration under the respective State and Central GST law, for the locations specified under the PO. The Seller shall be responsible for including but not limited to:
    • Provide correct classification and rate of tax applicable for the Supply to include GST charged in the State based on the location of Seller and applied based on the place of supply,
    • Provide correct place of supply, distinctively in the invoice raised for supply,
    • Issue a valid invoice with the said registration number for the supply of goods/services containing all the prescribed particulars,
    • Delivery of goods should be on a valid e Way-bill, for those where supply involves movement of goods from one place to another (interstate) as prescribed under law for delivery of those said goods to the Buyer.

Delivery Schedule - Material must be dispatched as per the specifications given in the Purchase Order within the time and subject to conditions specified in the order. Otherwise, the Buyer will be at liberty to cancel the order and/or purchase the material from open market against supplier.

Packing & Forwarding :

  • Each Consignment must relate to one Purchase Order only along with a copy of challans.
  • Package should be visibly marked on the outside with the Buyer's Order No. in bold letters for easy identification.
  • Part supply is generally not accepted, unless and until otherwise mentioned in the Purchase Order.

Dispatch Advice :

  • As soon as consignment is delivered to Carriers, Dispatch Advice should be given to the Purchase Department of ProcX along with challans and other documents as required preferably by courier or email. All consignments must be consigned to PROCX VALUE ENGINEERING PRIVATE LIMITED Office No 6 Silver wing Wave One Unit SECTOR 18 Noida Gautambuddha Nagar 201301, Uttar Pradesh UP, India GST : 09AAPCP1721K1Z3 Udyam : UDYAM-UP-28-0133326.
  • The supplier shall be responsible for the safe delivery of goods without any loss or damage. The goods shall be subject to inspection at the delivery location and will only be deemed to be delivered safely on successful passing of such inspection.

Demurrage and Warpage - Any extra charges incurred in taking delivery of the consignment due to supplier's failure to observe Terms & Conditions of this contract will be recovered from the supplier's bill.

Inspection - Supplier must ensure that the supplies are strictly in accordance with the latest drawing/ samples approved or specifications mentioned in the Purchase Order. Inspections (including stage wise if required) shall be carried out by our representatives at your premises unless informed otherwise and, the decision of our inspecting representative shall be final and binding.Payment Terms - Unless otherwise specified in the Purchase order, payment shall be made on or before expiry of the credit period, which is generally 45 days, from the date of satisfactory receipt of material at destination for quality inspected & accepted by the Buyer.

Set-off - Buyer shall be entitled at all times to set off any amount owing at any time from Seller to Buyer (or any of Buyer’s affiliates and subsidiaries) against any amount payable at any time by Buyer (or any of its affiliates and subsidiaries) to Seller.

Invoicing - Invoice in triplicate against each consignment separately, should be sent to the Operation Department of ProcX . They should give complete reference to the ProcX ’s order number, R/R No./LR No. and date Quantity and Weight as applicable. The invoice can be sent in Soft copy Digitally signed to the email address: finance@procx.in or can be sent Physically to the office of PROCX VALUE ENGINEERING PRIVATE LIMITED Office No 6 Silver wing Wave One Unit SECTOR 18 Noida Gautambuddha Nagar 201301, Uttar Pradesh UP, India.

Risk Purchase - In case the supplier fails to deliver the materials in full or part as per the ProcX 's order specifications within the given delivery date, the buyer, shall be entitled, at its option, to purchase from elsewhere without notice to the supplier, the part which has remained undelivered or to cancel the purchase order in full or for the undelivered quantity and purchase or authorize purchase the same at the risk and cost of the supplier.

Confidential Information - Seller shall not disclose to any third party or use any confidential information of Buyer’s concerning this purchase order or other material intended for use in connection with this purchase order without Buyer’s prior written consent. Any knowledge or information which Seller may disclose to Buyer in connection with the purchase of any of the Deliverables shall not, unless Buyer otherwise specifically agrees in writing, be deemed to be confidential information and shall be acquired free from any restriction as part of the consideration for this purchase order.

Compliance with Law - Each party shall comply with all applicable laws, including without limitation, government export control, privacy and data protection laws, and anti-bribery laws.

Delays - Whenever any event beyond the reasonable control and without the fault or negligence of the Seller is delaying or threatens to delay the timely delivery of the Deliverables, Seller shall immediately give written notice of delay, including all relevant information regarding the delay, to Buyer. In addition, Seller shall take all reasonable steps to avoid or remove the cause of such delay and mitigate the harm of such delay to Buyer and will resume performance (if suspended) as soon as the cause of delay is removed. In the event the Seller’s performance is delayed or is expected to be delayed by more than five (5) business days, the Buyer upon written notice to Seller may terminate this purchase order for its convenience in accordance with Section 15 of this purchase order.

Relationship of Parties - The Seller and Buyer are independent contractors. Nothing in this purchase order shall be deemed to create a partnership, joint venture, franchise, employment, or agency relationship between the parties. Neither party shall have the power or authority to bind or obligate the other party.

Force Majeure - Force Majeure means an event or cause beyond the reasonable control of the part claiming force majeure including 

  • An act of God, lightning, storm, flood, fire, earthquake or explosion; 
  • War (declared or undeclared), revolution, riot, insurrection, vandalism, terrorism, sabotage or any other unlawful act against public order or authority 
  • A governmental restraint, effect of any change in applicable Laws of any government or competent authority; or an industrial dispute

In case of Force Majeure, the supplier shall notify ProcX of the said Force Majeure describing the events. They shall also share theirs with remedy and mitigation plans. ProcX retains the rights to terminate the contract in case the events of Force Majeure are found to adversely affect the ProcX's ability to perform, without prejudice to any of the rights of either party accrued prior to the date of termination.

Disputes - In case of Disputes concerning this Purchase Order remaining unresolved mutually, the same shall be referred to the Tribunal of Arbitration in the Indian Chamber of Commerce,whose verdict shall be final and binding for both parties. This order shall be subject to Jurisdiction of the High Court of Delhi Only. The supplier shall be liable to indemnify ProcX, if any claim arises out of any infringement of any patent, design or any trade mark attributable to the goods supplied by the supplier.