The following terms and conditions apply to this and any sales order transacted online at “metalskart.com”, processed in India, facilitated by Neutrade Technologies Pvt Ltd., any of its affiliates, (i.e., individually and in aggregate, the “Seller”), where the “Managing Agent” is Neutrade Technologies Pvt Ltd.or any of its affiliates inclusive of its owners, agents, employees, or otherwise.

1. AGREEMENT.

By ordering or accepting the products, services, or both (in aggregate or individually, the “Materials”) described herein, the party acquiring the Seller’s Materials, (i.e., “the Buyer”) being the Buyer, agrees to the terms and conditions set forth herein, inclusive of any attachments hereto, none of which may be added to, modified, superseded or otherwise altered except by written instrument signed by an authorized representative of Seller and delivered to Buyer. Any different or additional terms in Buyer’s acknowledgement, purchase order or other document of Buyer are hereby rejected, notwithstanding Seller’s act of shipping Materials or similar act of Seller. These terms and conditions, together with those appearing on the face of this form, shall constitute the complete and exclusive statement of all the terms of the agreement between Seller and Buyer unless different, contradictory or additional terms and conditions are agreed to in a writing signed by authorized representatives of Buyer and the Managing Agent. In no event shall the applicable sales order or invoice be deemed an acceptance by Seller of any terms and conditions included with Buyer’s purchase order or similar Buyer document, and Seller’s performance hereunder is expressly conditioned on Buyer’s assent to these terms and conditions of sale. Acceptance of orders, and deliveries thereunder, are at all times subject to the approval of Managing Agent’s Chief Financial Officer.

2. TERMS OF PAYMENT, Cancellations, Returns, and Shipping.

1. Terms of Payment. For orders placed at the Metalskart.com Site, invoices are issued at the time that the order is placed and are immediately due and payable in lawful money, unless otherwise specifically agreed in writing. The acceptance of any order or specification and terms of payment on all sales and orders is subject to approval of Managing Agent’s Credit Department, and Seller may at any time decline to make any shipment or delivery or perform any work except upon receipt of payment or security or upon terms and conditions satisfactory to Managing Agent’s Credit Department.
2. Cancellation Policy. A Buyer must provide the Managing Agent with a written request at help@metalskart.com for the cancellation, modification, or shipment deferral of any accepted order. The Managing Agent, on behalf of the Seller, at its sole discretion, may consent in writing to a Buyer’s request for cancellation, modification, or shipment deferral, or alternatively, the Managing Agent may elect not to consent to the request. However, the Managing Agent reserves the right to charge a cancellation, modification or deferral fee, and the Managing Agent further reserves the right to collect this fee in advance of any further action relative to any order of the Buyer or any adjustment there of.
3. Return Policy. A Buyer must provide the Managing Agent with a written request at help@metalskart.com to gain the Managing Agent’s approval of the return of any Materials from an accepted order. The Managing Agent, on behalf of the Seller, and at its sole discretion, may consent in writing to the Buyer’s request to accept a return, or alternatively, the Managing Agent may elect not to consent to the request. However, the Seller reserves the right to charge a restocking fee at an amount it so determines in the instances where a return is approved. The Managing Agent may collect this restocking fee as a deposit collected in advance of any further action. A general description of the Return Policy, which is subject to and affords priority to these Terms of Sale, may be found at https://www.metalskart.com/return-policy/ This policy may be changed, at the Managing Agent’s discretion, from time to time.
4. The means by which the Buyer gains possession of the order is generally determined at the Seller’s discretion as further described under Metalskart.com for Pick-Up, Delivery, or Shipping of Materials, a policy which may be changed, at the Seller’s discretion, from time to time.

3. DELIVERY AND TRANSFER OF TITLE.

Materials shall be shipped F.O.B. Origins, Seller’s shipping dock, freight pre-paid by Seller and added to the invoice. All title and risk of loss or damage in respect to the Materials shipped hereunder shall pass to Buyer on delivery to the first common carrier, (i.e., a third-party who may be selected by either the Seller or Buyer). For Materials picked up at one of Seller’s stores, or for Materials delivered by trucks staffed by the Seller, title and risk or loss or damage transfers when Buyer takes possession of the Materials. Materials are deemed accepted by the Buyer either upon delivery to the carrier, when Buyer takes possession of the Materials once the Material is delivered by trucks staffed by the Seller, whichever is applicable. Relative to shipping by a common carrier, the Buyer is responsible for payment of all costs relating to transportation, delivery and insurance. Notwithstanding the transfer of title referenced herein, the Seller will assist the Buyer by filing claims relating to any lost or damaged Materials.

4. LATE FEE.

As all sales are paid in advance, at the initiation of the order, all unpaid items will be charged a 2% per month late fee from date of invoice, such charge not to exceed the maximum charge permitted by law.

5. FORCE MAJEURE.

Seller shall not be liable to Buyer for any alleged loss or damage resulting from Seller’s failure to deliver Materials, delay in making shipments, or resulting from acts of Buyer, fire, explosion, flood, earth-quake, war, riots, acts of terror, insurrection, civil disturbance, accident, storm, interruption or delay of transportation, shortages, strike or other labor dispute, inability to obtain materials and supplies, acts of government, any act of God, or any other causes of like or different character beyond Seller’s reasonable control.

6. BUYER’S DUTY TO INSPECT.

Buyer must promptly inspect all shipped Materials for shortages, conformity with Buyer’s purchase order, if any, and defects. If Materials appear not to conform to Buyer’s purchase order, if any, or found to be defective upon receipt, Buyer shall not use the said material and immediately notify Seller at help@metalskart.com of such condition and afford Seller a reasonable opportunity to inspect the same. Claims for shortage or deductions for erroneous charges must be presented within Three (3) days after receipt of the Materials or they will not be allowed. Materials may be returned to Seller only with Seller’s prior authorization, and only for repair of non-conformance or defect found upon receipt, due to shipment error by Seller or under warranty (see below).

7. PERMISSIBLE VARIATIONS, STANDARDS AND TOLERANCES.

1. All Materials are provided subject to (i) mill tolerances and variations in respect of dimension, weight, straightness, section, surface conditions, composition, mechanical properties, internal conditions and quality; and (ii) deviations from such tolerances and variations consistent with practical testing and inspection methods. Any representations, warranties or certifications by Seller shall be limited by the foregoing.
2. Any services provided by Seller, inclusive of cutting and shearing, shall be provided at industry standard, recognizing that there will be some variance relative to dimensions, weight, straightness, and otherwise, but the accepted deviation will not exceed terms as per industry standards.

8. LIMITED WARRANTY; OBTAINING WARRANTY SERVICE; WARRANTIES EXCLUSIVE.

(a) Seller warrants to Buyer only that the Materials will substantially conform to Section 7 and the written specifications therefor, for Three (3) days from date of shipment or the date Buyer takes possession of the Materials. If any sample or model was shown to Buyer, such model or sample was used merely to illustrate the general type and quality of Materials and not to represent that the Materials sold would strictly conform to the sample or model. Seller’s sole obligation under this express limited warranty shall be, at Seller’s option and expense, to repair the non-conforming product, deliver to Buyer an equivalent product to replace the nonconforming item, or if neither of the two foregoing options is reasonably available, Seller may, in its sole discretion, refund to Buyer, or credit to Buyer, the purchase price paid for the non-conforming product. SELLER SHALL NOT BE LIABLE UNDER THIS WARRANTY IF ITS TESTING AND EXAMINATION DISCLOSE THAT THE ALLEGED NONCONFORMITY IN THE PRODUCT DOES NOT EXIST OR WAS CAUSED BY BUYER’S OR ANY THIRD PERSON’S MISUSE, NEGLECT, IMPROPER INSTALLATION OR TESTING, UNAUTHORIZED ATTEMPTS TO REPAIR OR MODIFY THE PRODUCT, OR ANY OTHER CAUSE BEYOND THE RANGE OF THE INTENDED USE, OR BY ACCIDENT, FIRE, LIGHTNING, OTHER HAZARDS OR ACTS OF GOD. (b) TO THE FULL EXTENT ALLOWED BY LAW, THE FOREGOING WARRANTIES AND REMEDIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, OR ARISING FROM THE COURSE OF DEALING BETWEEN THE PARTIES OR USAGE OF TRADE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. IN THE INSTANCE THAT THE OPERATION OF LAW PREVENTS THE EXCLUSION OF IMPLIED WARRANTIES AS PROVIDED, ANY IMPLIED WARRANTY IS APPLICABLE ONLY FOR THE DURATION OF THE APPLICABLE WRITTEN WARRANTY.

9. LIMITATION OF LIABILITY.

(a) SELLER WILL NOT HAVE ANY LIABILITY TO BUYER OR ANY THIRD PARTY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, OR FOR LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS, WORK STOPPAGE OR DELAY, OR ANY DAMAGES THAT ARE NOT DIRECT, ARISING OUT OF OR IN CONNECTION WITH THIS INVOICE OR OTHERWISE OR THE PERFORMANCE OR BREACH HEREOF, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. (b) SELLER’S MAXIMUM LIABILITY TO BUYER FOR DAMAGES HEREUNDER, IF ANY, SHALL NOT EXCEED THE ORIGINAL PURCHASE PRICE OF THE PRODUCTS GIVING RISE TO THE CLAIM.

10. ENFORCEMENT OF TERMS; NO WAIVER.

Any forbearance or failure of Seller to enforce any provision of these terms and conditions or to exercise any right arising from any default of Buyer hereunder shall not affect or impair Seller’s rights, and no such forbearance or failure shall be construed as a waiver of Seller’s rights to act or to enforce each and every such provision. Seller’s exercise of any right or remedy provided in these terms and conditions shall be without prejudice to Seller’s right to exercise any other right or remedy provided by law or equity.

11. DEFAULT.

If Buyer fails to fulfill the terms of payment on any order, Seller may defer further shipments until such payments are made, or may, at its option, cancel the order. Seller reserves the right, even after partial shipment on account of any order, to require from Buyer satisfactory security for performance of Buyer’s obligations, and refusal to furnish such security will entitle Seller to suspend shipments until such security is furnished, and, at Seller’s option, to cancel the order.

12. PRICES; TAXES.

The prices paid by Buyer shall be that stated on the face of the order or invoice All prices are in Indian Rupees. The prices stated do not include taxes, duties, tariffs and other similar charges. Buyer is responsible for, and shall pay or reimburse Seller for, all taxes, including sales, use, gross receipts, excise, personal property, goods and services, value added, commodity or other federal, state or local taxes based on the sale to Buyer of the Materials, excluding taxes on Seller’s net worth and net income. Any taxes which Seller may be required to pay or collect under any existing or future law upon or with respect to the sale, purchase, delivery, storage, processing, use or consumption of any of the Materials covered hereby, including taxes upon or measured by the receipts from the sale thereof, shall be for the account of Buyer and Buyer shall promptly pay the amount thereof to Seller on demand along with Invoice.

13. CONFLICT WITH APPLICABLE LAW: SEVERABILITY.

No term or condition herein shall be effective or binding to the extent that it may be illegal or require an illegal action. If any provision of these terms and conditions shall be judged by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such adjudication shall not affect or modify any other provision of these terms and conditions, and the effect thereof shall be confined to the provision as to which such adjudication is made.

14. ENTIRE AGREEMENT.

These terms and conditions, together with any attached specifications and drawings, constitute the entire agreement between the parties, and are a complete and exclusive statement of all the terms of such agreement.

15. ASSIGNMENT.

Neither party may assign its rights or delegate its obligations hereunder without the prior written consent of the other, except that Seller may assign its rights and delegate its obligations hereunder to any subsidiary, affiliate, or in connection with a merger, acquisition, spin-out or other transfer of all or substantially all of the business, stock or assets of Seller to which these terms and conditions relate. Any attempted assignment in violation of this provision shall be null and void. Subject to the foregoing, these terms and conditions are binding upon, inure to the benefit of, and are enforceable by the parties hereto and their respective successors and permitted assigns.

16. GOVERNING LAW.

These terms and conditions shall be construed in accordance with the laws of the Republic of India at Mumbai Jurisdiction without the application of the conflicts of law rules.