COMPLIANCE WITH INDIAN LAWS AND REGULATORY FRAMEWORK
These Terms and Conditions shall be interpreted and enforced strictly in accordance with the laws of India. All parties expressly acknowledge that every transaction, performance, remedy, and dispute resolution under this Agreement shall comply with the following applicable Indian statutes, regulations, and legal standards, including but not limited to:
The Indian Contract Act, 1872 – governing contract formation, enforceability, and remedies;
The Sale of Goods Act, 1930 – regulating rights and duties of buyer and seller;
The Consumer Protection Act, 2019 – ensuring safeguards against unfair trade practices and defective goods/services;
The Information Technology Act, 2000 – governing electronic contracts, cybersecurity, digital signatures, and data protection;
The Arbitration and Conciliation Act, 1996 – providing binding arbitration framework, with seat in India;
The Goods and Services Tax (GST) Act, 2017 – addressing indirect tax obligations;
The Companies Act, 2013 – governing corporate governance, financial disclosures, and related-party transactions;
The Foreign Exchange Management Act (FEMA), 1999 – regulating cross-border trade, foreign investments, and currency management;
The Legal Metrology Act, 2009 – ensuring compliance in weights, measures, packaging, and labeling;
The Prevention of Sexual Harassment (POSH) Act, 2013 – safeguarding workplace dignity and preventing harassment;
The Environment Protection Act, 1986 – regulating environmental compliance, emissions, and hazardous materials;
The Child Labour (Prohibition and Regulation) Act, 1986, Bonded Labour System (Abolition) Act, 1976, and The Code on Wages, 2019 – ensuring fair labor practices, minimum wages, and anti-exploitation standards;
The Industrial Disputes Act, 1947 – for industrial relations and fair dispute settlement;
The Payment of Gratuity Act, 1972 and Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 – covering social security and employee benefits;
The Indian Penal Code, 1860 and Prevention of Corruption Act, 1988 – ensuring anti-corruption, anti-bribery, and lawful business conduct.
All obligations, performance, and remedies under this Agreement shall be enforceable before competent Indian courts or through arbitration, as mutually agreed. For Indian transactions, the governing law shall be the laws of India, with exclusive jurisdiction lying with the competent courts of Hyderabad, Telangana, India, where Abot Geo-technical Tools Private Limited is registered under ROC Hyderabad.
Any provision in these Terms and Conditions conflicting with mandatory Indian laws or public policy shall automatically be deemed severed, and the remainder of the Agreement shall continue in full force. This compliance framework overrides any conflicting provisions across the Terms and Conditions for Sale and Terms and Conditions for Purchase, ensuring Abot Geo-technical Tools Private Limited’s business operations remain fully aligned with Indian legal, regulatory, and statutory obligations.
PART – I
Terms and Conditions for Sale
1. GENERAL
The sale of goods and/or provision of services by Abot corporation or Abot Geo-technical Tools Private Limited or any of its subsidiaries or affiliates, collectively and individually known as “ABOT” is governed by these Standard Terms and Conditions (“Agreement”) of Sale under Indian laws including the Indian Contract Act, 1872; Sale of Goods Act, 1930; Consumer Protection Act, 2019; Information Technology Act, 2000; and related statutes. The purchaser of the goods and services shall be hereinafter referred to as PURCHASER. Upon the date of ABOT receipt of PURCHASER’s written acceptance of ABOT’s offer, PURCHASER and ABOT shall be deemed on such date to have entered into a legally binding and enforceable agreement for the purchase and sale of the goods and services described therein and, together with these Standard Terms and Conditions of Sale, shall constitute the “Agreement”. As to PURCHASER and ABOT, respectively, “Related Parties” shall mean such party’s parent, subsidiary and affiliated entities, and all of their respective officers, directors, managers, employees, agents, contractors, and designees.
NOTWITHSTANDING THE TERMS AND CONDITIONS CONTAINED IN ANY OTHER AGREEMENT, NO TERMS AND CONDITIONS CONTAINED IN ANY PURCHASE ORDER PLACED WITH ABOT, OTHER THAN THOSE STATED HEREIN, SHALL BE BINDING ON ABOT, UNLESS HEREAFTER MADE IN WRITING, SPECIFICALLY REFERRING TO THE MODIFIED TERMS AND CONDITIONS AND SIGNED BY AN AUTHORIZED OFFICER OF ABOT. IN ALL OTHER EVENTS THESE STANDARD TERMS AND CONDITIONS OF SALE SHALL GOVERN ANY PURCHASE ORDER PLACED WITH ABOT. ANY ADDITIONAL, DIFFERENT, INCONSISTENT OR CONFLICTING TERMS OR CONDITIONS CONTAINED IN PURCHASER’S PURCHASE ORDER FORM SHALL NOT OPERATE AS A REJECTION OF THESE TERMS AND CONDITIONS OF SALE BUT SHALL CONSTITUTE A MATERIAL ALTERATION THAT ABOT HEREBY REJECTS, AND THESE TERMS AND CONDITIONS OF SALE SHALL BE DEEMED ACCEPTED WITHOUT SUCH ADDITIONAL, DIFFERENT, INCONSISTENT OR CONFLICTING TERMS OR CONDITIONS.
THESE STANDARD TERMS AND CONDITIONS OF SALE WILL SUPERSEDE AND GOVERN ALL AGREEMENTS BETWEEN THE PARTIES RELATIVE TO THIS TRANSACTION, AND THERE IS NO AGREEMENT COLLATERAL HERETO (WHETHER ENTERED INTO BEFORE OR AFTER THE PURCHASE ORDER IS PLACED WITH ABOT) OR ANY REPRESENTATION OR WARRANTY WHICH SHALL BE BINDING UPON ABOT UNLESS SIGNED BY AN AUTHORIZED OFFICER OF ABOT.
2. PURCHASER ACKNOWLEDGEMENT
ABOT reserves the right to request that an authorized representative of the PURCHASER provide written confirmation or documentation, as reasonably required by ABOT, evidencing the PURCHASER’s acceptance of these Standard Terms and Conditions of Sale. Such requirement aligns with the principles of valid contract formation under the Indian Contract Act, 1872. Notwithstanding the absence of such written evidence, the PURCHASER’s conduct, including placement of purchase orders, acceptance of deliveries, or payment, shall constitute deemed acceptance of these terms, and these Standard Terms and Conditions shall form an integral part of the legally binding Agreement between the parties under Indian law.
3. VALIDITY
ABOT’s quoted prices for goods and services shall remain valid strictly for the time period specified in ABOT’s written quotation, in accordance with the principles of offer and acceptance under the Indian Contract Act, 1872. Any acceptance or order placed by the PURCHASER after the expiry of the validity period shall not bind ABOT unless expressly reconfirmed in writing by an authorized representative of ABOT.
4. DELIVERY OF GOODS
ABOT’s goods and services shall be delivered in accordance with INCOTERMS 2010, subject to the provisions of the Indian Sale of Goods Act, 1930. Risk of loss or damage shall pass to the BUYER upon delivery as defined by the applicable INCOTERM, and title to the goods shall transfer concurrently with risk unless otherwise stipulated by Indian law or specific contractual terms. ABOT retains exclusive discretion to determine the manufacturing or dispatch location, whether within India or internationally, ensuring compliance with the Foreign Trade (Development and Regulation) Act, 1992, the Indian Customs Act, 1962, and related export-import policies. Delivery schedules are subject to production capacity availability as of the Agreement date and may be reasonably extended due to Force Majeure events under Indian law. The PURCHASER must promptly notify the carrier of any claims for damage, shortage, or loss in transit, as governed by the Carriage of Goods by Road Act, 2007, or other applicable Indian transport laws, while also informing ABOT for necessary coordination or support.
5. PAYMENT TERMS
Unless otherwise specified in the Agreement, the following terms shall apply:
• ABOT may require advance deposits, irrevocable letters of credit, or down payments at the time of order placement, as specified in the Agreement. No interest or additional amounts shall accrue or be payable by ABOT to the PURCHASER on such advance payments. Deposits are considered nonrefundable unless the order is cancelled by the PURCHASER within one (1) week of the Agreement date.
• All letters of credit must be irrevocable, confirmed, and drawn on a banking facility pre-approved by ABOT, with all associated banking charges borne solely by the PURCHASER.
• The PURCHASER shall pay all applicable Indian taxes, including Goods and Services Tax (GST), cess, and other statutory levies, as per the Indian GST Act, 2017 and other relevant tax laws.
• Full payment is required before delivery of goods or services, and unless otherwise agreed, payments shall be made via wire transfer or bank transfer in compliance with the Indian Payment and Settlement Systems Act, 2007.
If ABOT extends credit to the PURCHASER, the specific credit terms and limits shall be detailed in the Agreement. Any amounts exceeding the approved credit limit must be paid in full prior to delivery. For amounts within the approved credit limit, payments are due within thirty (30) days from the date of shipment or service provision, without setoff, deduction, or withholding, except as mandated under Indian law.
Indian Tax Compliance: All payments under this Agreement are subject to Indian tax regulations, including but not limited to GST, Tax Deducted at Source (TDS) under the Income Tax Act, 1961, and applicable cess or surcharges. Both ABOT and the PURCHASER shall ensure timely issuance of tax-compliant invoices, filing of returns, and remittance of applicable taxes. Where TDS is applicable, the PURCHASER shall deduct and remit such taxes to the Indian government and provide ABOT with the appropriate tax deduction certificates (Form 16A) within the statutory timelines.
6. REMEDY FOR FAILURE TO PAY
In accordance with the Indian Contract Act, 1872, if the full payment is not received by ABOT within thirty (30) days from (i) notification of the availability of goods for shipment or (ii) the date of invoice issuance by ABOT, ABOT reserves the right, at its sole discretion, to charge interest on the outstanding amounts at the rate of 18% per annum, calculated and compounded monthly (not in advance), until the payment is received in full.
The PURCHASER agrees to bear all reasonable legal expenses, collection costs, and agency commissions, consistent with the Civil Procedure Code, 1908, incurred by ABOT in recovering overdue payments, on a full indemnity basis. ABOT shall withhold shipment of goods or provision of services until all outstanding dues, including accrued interest, are fully cleared.
If the PURCHASER fails to clear the full balance, including accrued interest, within ninety (90) days of notification, ABOT reserves the right, under the Sale of Goods Act, 1930, to recover its dues by selling the goods and pursuing all lawful claims for damages or additional losses arising from the PURCHASER’s non-payment.
7. CANCELLATION
If the PURCHASER cancels its order with ABOT within one (1) week from the date of the Agreement, ABOT shall refund any deposit or advance payment, subject to applicable deductions for administrative or processing costs, in accordance with the Indian Contract Act, 1872.
If the PURCHASER cancels its order after one (1) week from the date of the Agreement, ABOT shall be entitled to retain all or part of the deposit or advance, proportionate to the material, labor, and other resources already utilized up to the date of cancellation, as reasonably determined by ABOT.
ABOT shall issue an invoice for any cancellation-related charges, and the PURCHASER agrees to pay the invoiced amount within thirty (30) days of the invoice date. The total cancellation charges, including retained amounts, shall not exceed 100% of the total quoted purchase price, as calculated based on the proportion of work, materials, and expenses incurred by ABOT up to the cancellation date, consistent with the Indian Sale of Goods Act, 1930 and applicable contractual obligations.
8. FORCE MAJEURE
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (except for payment of amounts due, including accrued interest, or indemnification obligations) where such failure or delay is caused by a Force Majeure event, meaning circumstances beyond the reasonable control of that party. Force Majeure events include, but are not limited to, natural disasters (such as earthquakes, floods, cyclones), war, riots, civil commotion, acts of terrorism, pandemics or epidemics (as recognized under Indian public health laws), imposition of trade sanctions or embargoes, labor disputes, material shortages, failure of suppliers or subcontractors, or any governmental action, as recognized under Indian law including the Indian Contract Act, 1872.
The non-performing party must notify the other party in writing within five (5) days of the occurrence, providing full details of the Force Majeure event. The performance timeline shall be extended by the duration of the Force Majeure delay.
If a Force Majeure event occurs while ABOT is providing services at the PURCHASER’s location, the PURCHASER shall pay ABOT’s applicable standby rates during such period. ABOT shall issue an invoice for these charges, payable within thirty (30) days. Failure to pay shall release ABOT from further obligations under the Agreement.
If the Force Majeure event continues for more than forty-five (45) days, ABOT reserves the right to terminate the Agreement and cancel the order. In such cases, ABOT shall refund any advance payments or deposits after deducting reasonable expenses incurred up to the date of termination, consistent with Indian contract and commercial law principles.
9. LIMITED WARRANTY
Unless otherwise specified in writing in the Agreement, ABOT warrants its goods to be free from defects in materials and workmanship for a period of 365 days from date of shipment from ABOT’s factory location. Should any part of such goods be found, under normal use and service during the warranty period to be defective, ABOT will repair or replace such goods at its factory location, provided (i) that ABOT receives written notice of the defective product or part within the warranty period, (ii) such defective product or part is returned to that location by the PURCHASER on a prepaid freight basis no later than thirty (30) days after the expiration of the warranty period,
(iii) that the ABOT return material authorization number, invoice number and PURCHASER’S purchase order number are noted on the shipping container and (iv) that inspection of the original goods establishes the claim defect to the satisfaction of ABOT in its sole discretion.
ABOT provides no warranty with respect to components manufactured by others which are subject to the warranties of their respective manufacturers that are used in ABOT’s goods or sold by ABOT. Should any such component, provided by ABOT, fail within the manufacturer’s warranty period, such component must be returned to ABOT by the PURCHASER on a prepaid freight basis in accordance with ABOT’s return policy (section 12 below) so it can be returned to the original component manufacturer’s facility for evaluation and disposition.
Any good that is repaired by ABOT is warranted to be free from defects in materials and workmanship for a period of ninety (90) days from the date of completion of repair or the remaining portion of the original warranty, whichever is longer.
No warranty shall apply (i) to goods upon which repairs or alterations have been made (unless authorized by ABOT), (ii) for goods misused, neglected and/or incorrectly installed, stored or operated or (iii) to goods which have not been operated or maintained by demonstrably competent personnel.
On-site warranty service may be provided by ABOT upon request by PURCHASER, and subject to conditions contained in section 10 below, during the original warranty period for ABOT’s goods which cannot be returned by the PURCHASER to ABOT’S designated service location due to logistical or financial reasons acceptable to ABOT. PURCHASER will be responsible for all normal travel and living expenses incurred by ABOT’s technicians during any warranty service call and all costs associated with the transportation, taxes, duties and importation costs of all replacement components. PURCHASER will also be responsible for the transportation, importation and exportation expenses associated with any special tools required for this warranty work. PURCHASER will not be responsible for daily service charges associated with on-site repairs which are determined by ABOT to be a covered warranty defect. Daily service charges for repairs determined by ABOT to be the result of misuse, neglect, modification or incorrect installation or operation will be the responsibility of PURCHASER. ABOT’s total liability and PURCHASER’s sole remedy under this warranty is limited to such repair or replacement subject to the conditions stated herein, and no allowance will be made for repairs, replacements and/or alterations unless made with ABOT’s prior written approval.
THE WARRANTIES CONTAINED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES, AND ABOT HEREBY DISCLAIMS ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE OR COURSE OF DEALING. ABOT DOES NOT WARRANT THAT ANY SOFTWARE, MEDIA, INTELLECTUAL PROPERTY OR RELATED DOCUMENTATION IS ERROR FREE, ANY ERRORS THEREIN WILL BE CORRECTED, IDENTIFIES ALL KNOWN VIRUSES, IS NON-INFRINGING, ADEQUATE TO PRODUCE ANY PARTICULAR RESULT, WILL MEET PURCHASER’S REQUIREMENTS, WILL OPERATE WITHOUT INTERRUPTION, WILL BE COMPATIBLE WITH ANY HARDWARE SOFTWARE, SYSTEMS OR SERVICES, OR WILL BE SECURE, ACCURATE, COMPLETE OR FREE OF HARMFUL CODE OR CHARACTERISTICS THAT MAY MAKE IT VULNERABLE TO CYBER-ATTACK OR DATA BREACH. ALL SOFTWARE, MEDIA, INTELLECTUAL PROPERTY AND RELATED DOCUMENTATION ARE PROVIDED ON AN “AS IS” BASIS, AND ABOT SHALL NOT BE LIABLE FOR LOSS OR DAMAGE ARISING FROM THE USE THEREOF BY PURCHASER. IN NO EVENT SHALL ABOT BE LIABLE FOR ANY DECISION MADE OR ACTION TAKEN OR OMITTED BY PURCHASER IN RELIANCE ON ANY SOFTWARE, OR INFORMATION PROVIDED WITH OR BY THE SOFTWARE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE, AND ANY DECISION TO USE THE SOFTWARE OR ANY UPDATES, IS SOLELY WITH PURCHASER. ABOT DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCTS, SOFTWARE, MEDIA INTELLECTUAL PROPERTY AND DOCUMENTATION.
10. FIELD SERVICE SUPPORT
ABOT may provide qualified technicians to provide field service support for final installation, commissioning, training and required service regardless of whether such work is determined by ABOT to be warranty work. ABOT reserves the right to decline to provide field service support upon request if qualified technicians are unavailable or if logistical issues and/or if geopolitical situations may, in ABOT’s discretion, jeopardize the personal safety of ABOT’s personnel. When technicians are dispatched to provide field service support, PURCHASER agrees to provide a purchase order for the amount of the estimated service costs, paid within thirty (30) days from invoice, in respect of all ABOT’s charges, including the prevailing daily service charges, mileage charges, normal travel and living expenses from the time that ABOT’s technician leaves ABOT’s designated point of origin until the time that the technicians return to the point of origin. All such charges which exceed PURCHASER’s approved available credit limit at the time of any field service call, must be prepaid to ABOT by PURCHASER before mobilization. ABOT shall have no obligation to supply such technician until such charges are paid, unless alternative terms or credit limits determined by ABOT are established. Any parts which are deemed by ABOT’s technicians to be defective in material or workmanship will be provided free of charge to
PURCHASER during the warranty term as stated above; however, PURCHASER will be responsible for all transportation and importation costs associated with these components. Reimbursement to PURCHASER by ABOT for any excess prepaid costs, or for costs of parts replaced under warranty, will be made to PURCHASER within thirty (30) days from the date of ABOT’s technician return to ABOT’s designated point of origin or the date of receipt of the defective parts in the ABOT’s designated location, whichever is later.
When ABOT provides field services support for final installation, commissioning and training PURCHASER’S personnel for certain goods (including completion or service packers, liner hanger systems, downhole safety valves systems, downhole flow control systems or any other ABOT’s product or service), PURCHASER will be responsible for providing utilities, materials and labor to prepare the site for installation and pre-install goods in accordance with ABOT’s written requirements. Failure of PURCHASER to complete these responsibilities prior to the arrival of ABOT’s service personnel will result in additional charges and/or delays in completion of final installation and commissioning. If required, PURCHASER is to provide a technical translator familiar with the English language and in particular, familiar with oilfield industrial or transportation terminology to facilitate this process. Should the stay of ABOT’s service personnel be extended as a result of causes beyond the control of ABOT or ABOT’s personnel, PURCHASER agrees to reimburse ABOT for those documented expenses in excess of the pre-paid estimated or approved available credit limit amount within fourteen (14) days from invoice. ABOT may, in its sole discretion, charge interest at the rate of 18% per annum on unpaid amounts, calculated and compounded monthly, not in advance until paid in full. PURCHASER also agrees to pay all reasonable legal expenses and agency commissions sustained by ABOT in pursuit of any payment which is past due, on a full indemnity basis.
11. PORTAL TERMS OF SERVICE
Access to ABOT’s PORTAL Services is subject to these terms and conditions. The Services are as described in the purchase order approved by ABOT or invoice issued by ABOT. “Services” means the software-as-a-service supplied by ABOT under this Agreement, including access to data hosting, and any online portal and related features and functionality. “Customer Data” means CUSTOMER-specific data displayed to the CUSTOMER’s users through the Services.
11. 1. ACCESS
In consideration of payment of the applicable fees, ABOT hereby grants to CUSTOMER a nonexclusive, non- sublicensable, non-assignable, and nontransferable right to access and use the Services as permitted by the purchase order approved by ABOT or invoice issued by ABOT. Access is granted only to CUSTOMER and not to any Related Parties, unless specified in the purchase order approved by ABOT or invoice issued by ABOT. The CUSTOMER must conform with any user account authorization, logins or access credentialing required by ABOT.
11.2. DATA, USE RESTRICTIONS AND PRIVACY
(a) As part of the use of the Services, CUSTOMER may create, access and download Customer Data. Customer may export or download the Customer Data at any time. CUSTOMER is responsible to maintain an archive or backup of its Customer Data. ABOT does not provide disaster-recovery, data backup or archive services as part of the Services.
(b) Some or all of the elements of the Customer Data may be based on information collected from data acquisition systems, some of which may be wholly or partially based on third-party information and/or userdefined settings. While ABOT will use reasonable diligence to ensure such information is complete and accurate, ABOT’s personnel do not monitor information acquisition systems for completeness or accuracy.
(c) As a further part of the Services, ABOT may provide CUSTOMER with interpretations of information collected through the Services or other data-collection systems. CUSTOMER understands and acknowledges that Customer Data (including any such interpretations, whether provided by ABOT personnel from time to time or generated automatically through software algorithms) is for CUSTOMER to assess and verify prior to use. CUSTOMER may choose to rely upon Customer Data, or the accuracy of any such interpretations or information, all at CUSTOMER’s own risk. ABOT makes no warranty whatsoever with respect to the accuracy or completeness of the Customer Data, or related interpretations or information, and shall not be responsible for CUSTOMER’s or Related Party’s use of said Customer Data by CUSTOMER.
(d) CUSTOMER agrees that it does not obtain rights to make unauthorized copies of the Services, or any part thereof, or to modify, duplicate or reverse-engineer such items. CUSTOMER shall not translate, decompile, nor create or attempt to create, by reverse engineering or otherwise, the source code from the object code of the Services supplied under this Agreement, or adapt the Services in any way to create a derivative work, during the term of this Agreement or thereafter. CUSTOMER shall not distribute, sell, lease, transfer, assign, trade, rent, lease or lend the Services or publish, license, sublicense or cross-license the same or frame or distribute screen shots to others.
(e) If CUSTOMER provides personal information to ABOT, CUSTOMER agrees to obtain all necessary consents in relation to personal information and ABOT agrees to comply with applicable privacy and data protection laws. Any personal information handling practices are subject to ABOT’s Privacy Policy.
(f) Notwithstanding anything to the contrary in this Section 3, ABOT may collect, aggregate and anonymize information or data input or collected through the Services, for the purpose of purpose of statistical analysis, data analytics, research, product improvement, benchmarking, and for other business purposes, subject to the following:
(i) All aggregated data will be stripped of identifiers (such as specific users, corporate or business names or serial numbers) that would identify specifics about individual users;
(ii) Aggregated data will not be traceable back to any specific users; and
(iii) ABOT shall have rights hereunder to use, dispose of and own such anonymized and aggregated data at its discretion whether during or after the term of this Agreement.
11.3. TECHNICAL MATTERS AND SUPPORT
CUSTOMER grants permission to ABOT and its authorized service providers to access Customer Data and any personal information supplied by CUSTOMER’s users for the purpose of providing technical support. For optimal use, CUSTOMER must use the appropriate software and hardware system capabilities according to system requirements, technical standards and specifications stipulated by ABOT from time to time. CUSTOMER will be responsible for its own laptops, computers, internet access charges and mobile devices to enable certain functionality of the Services. ABOT shall bear no liability or otherwise be responsible for delays in the provision of the Services occasioned by CUSTOMER’s failure to meet those technical requirements. If technical support, onboarding services, training or other required services are provided, ABOT’s responsibility for support is explicitly limited to the Services and does not include support, troubleshooting or maintenance for the hardware or software of third parties, platform vendors or others. Any such additional services will be subject to ABOT’s support terms.
12. RETURNS
ABOT’s return policy is distinct from its warranty and service policies and shall comply with applicable provisions under the Indian Sale of Goods Act, 1930 and the Consumer Protection Act, 2019. ABOT must authorize, in writing, any returns before any return will be considered by ABOT for any refund. Goods returned without prior written authorization by ABOT will not be accepted. ABOT return material authorization number, invoice number and PURCHASER’S purchase order number must be noted on the shipping container and all supporting documentation accompanying any authorized return shipment. Returns will be accepted only on new, unused, and/or standard stock goods returned within thirty (30) days of the date of the Agreement. PURCHASER must return goods on a freight prepaid basis. ABOT may, in its sole discretion, accept for return other items such as custom made goods, special order goods or goods requiring special processing. If ABOT decides to accept for return such goods, ABOT may charge PURCHASER a restocking fee in order to do so.
Electrical or electronic goods will not be accepted for return unless such goods fail to meet specifications or were shipped in error. A credit memo will be issued for those items determined by ABOT to be in compliance with this return policy.
A credit memo will be issued for original freight charges only in those cases where the goods were defective, were shipped incorrectly and/or failed to perform as specified.
This return policy shall be implemented in accordance with Indian statutory obligations, ensuring that no contractual clause excludes or restricts rights provided to consumers under mandatory Indian law.
13. CHANGES
Any requests for changes to the order for goods or services after the date of the Agreement will not be effective unless accepted in writing by both parties. Any request for changes must be initiated by the party seeking the change in the form of a written notice of such request. The request for such change can be for one or more of the following: (1) the goods (2) the specifications, drawings, designs or other such technical criteria; (3) field service needs; (4) goods quantities; (5) delivery dates; and (6) method or location of delivery. Notwithstanding the foregoing, ABOT expressly reserves its right to change, discontinue and/or modify the design and manufacture of its goods without obligation to furnish, retrofit or install goods previously or subsequently sold.
14. CONFIDENTIAL INFORMATION, TECHNOLOGY AND PROPRIETARY RIGHTS
The parties acknowledge that certain confidential information may be exchanged in the course of executing this Agreement and that all aspects of all discussions and materials exchanged will be treated as confidential and will not be disclosed to any third parties, except as permitted herein. Both parties agree to protect the other parties’ confidential information by not discussing, disclosing, copying and/or distributing this information to any employee who is not actively involved in the project. Furthermore, the terms of employment for employees involved in this project must include an agreement to protect the confidentiality of both parties’ confidential information. Examples of confidential information include, but are not limited to, bids or proposals, methods of manufacturing, engineering or manufacturing drawings, specifications and tolerances, operating procedures and processes, test reports, test methods,
control systems, computer programs and instructions and similar information which is not available (or should not be made available) to competitors. Both parties agree to specifically label all confidential information as such. No written information shall be regarded as confidential information if it is not labeled or if it can be shown that such information:
1) is already in the public domain; 2) is already known to the other party; 3) is independently developed by the other party; 4) is disclosed to the other party by a third party through no fault of either party; and 5) is required by either party to be disclosed under applicable law or by a court of competent jurisdiction.
Any confidentiality obligation imposed by this agreement may be waived by written agreement of the parties. The parties acknowledge that their respective obligations hereunder will survive termination for a period of five (5) years after the effective date of termination of this Agreement. Within thirty (30) days after the effective date of termination of this Agreement, all written confidential information belonging to the other party will be returned or destroyed.
To the extent necessary to obtain subcontractor bids, to present design proposals to qualified customers, or to obtain governmental or regulatory body assessment/approval, ABOT is permitted to supply select portions of the confidential information to such third parties. Any such disclosure shall be reviewed and approved in writing by PURCHASER. Submissions of confidential information to third parties must be made under a signed confidentiality agreement prohibiting unauthorized disclosure, reproduction in any form, distribution or use of such information. Third parties are required to agree to return all confidential information upon request.
Both parties agree that the other party currently possesses certain core technology and proprietary rights to ideas, goods and processes related to their own area of expertise and business. Technology includes, but is not limited to, confidential and proprietary information developed by either party concerning their own existing or proposed goods and services, trade secrets and technical data. Proprietary rights include, but are not limited to, existing and proposed goods or methods which are covered by issued patents, pending patents or which are under review or development. The Agreement does not transfer the rights to one party’s technology or proprietary rights to the other party or permit use of such rights except as expressly permitted by the Agreement. All documents, drawings, specifications, procedures, processes, methods and systems, which are developed by one party and supplied to the other party will remain the property of the originating party. Both parties agree not to design or build identical or similar goods either in part or in whole for any third party or for their own use using the other party’s technology or proprietary rights.
15. INDEMNIFICATION FOR PATENT INFRINGEMENT
PURCHASER agrees to indemnify ABOT, in respect of all losses, claims, damages, costs and expenses, including legal expenses on a full indemnity basis, arising out of patent infringement claims arising from modifications made by PURCHASER to ABOT’s goods unless such modification was approved in advance by ABOT in writing.
16. INSURANCE
Both parties agree to maintain adequate insurance to support each party’s obligations under this Agreement. Upon written request by one party, the other party shall furnish to the requesting party certificates of insurance to evidence that adequate insurance is in place and is in full force and effect.
17. COMPLIANCE WITH ANTI-CORRUPTION LAWS
PURCHASER represents and warrants, in connection with the transactions contemplated by this Agreement, and any other agreement contemplated by or entered into pursuant to this Agreement, that it shall take no action, directly or indirectly, that would constitute a violation of the United States Foreign Corrupt Practices Act, Canadian Corruption of Foreign Public Officials Act, United Kingdom Bribery Act or any other applicable anti-bribery or anti-corruption law, convention or regulation (collectively, “anti-corruption laws”). PURCHASER acknowledges and confirms that it and its Related Parties are familiar with the provisions of the anti-corruption laws. PURCHASER hereby agrees to indemnify, defend and hold harmless ABOT and its Related Parties from and against any and all losses, causes of action, liability, claims, demands, damages, judgements, awards, costs or expenses (including our legal fees and expenses on a solicitor-client basis) (collectively “Claims”) arising in connection with any alleged breach by PURCHASER or any of its Related Parties of this section. ABOT reserves the right to terminate the Agreement in its entirety, without liability to PURCHASER, if ABOT has a good faith basis for believing PURCHASER or any of its Related Parties has violated or intends to violate any country’s anti-corruption laws.
18. COMPLIANCE WITH EXPORT RESTRICTIONS
ABOT’s products, services, software, and technical data are subject to the export, import, and trade control laws of India under the Foreign Trade (Development and Regulation) Act, 1992; the Indian Customs Act, 1962; the Foreign Exchange Management Act (FEMA), 1999; Directorate General of Foreign Trade (DGFT) regulations; Import Export Code (IEC) licensing conditions; and other applicable Indian rules and government notifications. Additionally, ABOT’s products may be subject to the export and import control laws, sanctions, and trade restrictions of other jurisdictions, including but not limited to the United States (under the Export Administration Regulations, EAR), Canada, the European Union, the United Nations, and other applicable international regimes.
The PURCHASER acknowledges and agrees to comply with all applicable Indian and foreign export, import, and trade compliance laws, including obtaining any and all necessary licenses, permits, authorizations, or government clearances for the export, re-export, import, or transfer of ABOT’s products, technology, or services. The PURCHASER shall not, without first obtaining required approvals:
(i) export, re-export, or transfer ABOT’s goods, technology, or technical data for any prohibited or restricted end uses under Indian or international export control laws, including but not limited to nuclear, missile, chemical or biological weapons-related activities;
(ii) export, re-export, or transfer ABOT’s goods, services, or technical data to any restricted or embargoed destination under Indian foreign trade policy, United Nations sanctions, U.S. OFAC sanctions, EU sanctions, or other international trade restrictions;
(iii) export, re-export, or transfer ABOT’s goods, services, or technology to individuals or entities listed on India’s Denied Entity List, the U.S. Denied Persons List, the EU Consolidated Financial Sanctions List, the UN Sanctions List, or similar international denied/restricted party lists.
Diversion or misuse of products contrary to Indian or international export and import control laws is strictly prohibited.
The PURCHASER agrees to fully assist and cooperate with ABOT in securing any necessary Indian or international export, import, or end-use licenses, declarations, or documentation as required to ensure legal compliance. ABOT shall not be liable for any delays, non-performance, or failure to supply products or services resulting from governmental actions including, but not limited to: (1) refusal, suspension, or revocation of export/import licenses or authorizations; (2) newly imposed sanctions, embargoes, or trade restrictions by Indian or international authorities; or (3) changes in applicable laws that impact ABOT’s performance.
ABOT reserves the right, without liability, to withhold shipment, suspend performance, or terminate the Agreement if it has a reasonable good-faith basis to believe that the PURCHASER or its related parties have violated, or intend to violate, Indian or international export/import control laws. The PURCHASER hereby agrees to indemnify, defend, and hold harmless ABOT and its affiliates, directors, officers, employees, and agents from and against any and all claims, fines, penalties, liabilities, damages, losses, or costs (including reasonable legal fees) arising from any breach or alleged breach of this section by the PURCHASER or its related parties.
19. INDEMNITY
PURCHASER shall release, indemnify, defend and hold harmless ABOT and its Related Parties from and against all Claims for (i) damage to, or destruction of, property or injury (including death) to any person whatsoever, including without limitation to PURCHASER, its Related Parties, any of its or their customers, contractors or suppliers, arising from or related to the purchase or use or operation of ABOT’s goods or services, REGARDLESS OF THE CAUSE INCLUDING WITHOUT LIMITATION, THE NEGLIGENCE OR STRICT LIABILITY OF, OR BREACH OF CONTRACT, WARRANTY OR DUTY BY ABOT OR ITS RELATED PARTIES; and (ii)
for any breach of any of the terms and conditions of this Agreement by PURCHASER. Furthermore, notwithstanding anything contained in the Agreement to the contrary, to the maximum extent permitted under law, PURCHASER shall release, indemnify, defend and hold harmless ABOT and its Related Parties from and against any and all Claims, asserted by, derived from or in favor of any person, party or entity, in respect of or resulting from: (i) loss of or damage to any well or hole (including the cost of re drill); (ii) blowout, fire, explosion, cratering or any uncontrolled well condition (including the costs to control a wild well and the removal of debris); (iii) damage to any reservoir, geological formation or underground strata or the loss of oil or gas therefrom; and/or (iv) pollution or contamination of any kind (other than surface spillage of fuels, lubricants, rig sewage or garbage, to the extent attributable to the negligence of ABOT) including but not limited to the cost of control, removal and clean-up, REGARDLESS OF THE CAUSE INCLUDING WITHOUT LIMITATION, THE NEGLIGENCE OR STRICT LIABILITY OF, OR BREACH OF CONTRACT, WARRANTY OR DUTY BY ABOT OR ITS RELATED PARTIES.
20. CONSEQUENTIAL DAMAGES WAIVER
Notwithstanding anything contained in this Agreement to the contrary, ABOT shall not, in any event, be liable for any special, incidental, consequential or indirect damages, loss of profits or revenues, loss of data, or for any claims, damages, costs or expenses (including legal expenses) or delay caused by defective material or workmanship (all of the foregoing collectively “Consequential Damages”) and PURCHASER hereby releases ABOT and its Related Parties from all such Consequential Damages, REGARDLESS OF HOW SUCH CONSEQUENTIAL DAMAGES ARE CAUSED, INCLUDING WITHOUT LIMITATION THE NEGLIGENCE OR STRICT LIABILITY OF, OR BREACH OF CONTRACT, WARRANTY OR DUTY BY ABOT OR ITS RELATED PARTIES.
21. WAIVER
The failure of either party to enforce any provision hereof will not constitute a waiver or preclude subsequent enforcement thereof. Waiver by a party of any breach of these provisions shall not be construed as waiver of any other breach.
22. SEVERABILITY
The fact that a provision contained herein is held invalid, illegal or unenforceable by a court of competent jurisdiction will not affect the other provisions hereof, which shall remain in full force and effect.
23. GOVERNING LAW
This Agreement shall be governed by the laws of India. Each party hereby irrevocably submits itself to the exclusive jurisdiction of the courts of Hyderabad, Telangana, India., and waives any objection it may now or hereafter have to the placing of venue in any such courts and any right to remove any such action or proceeding to another court.
Indian Jurisdiction: For transactions governed within India, the governing law shall be the laws of India, and exclusive jurisdiction shall lie with the competent courts of Hyderabad, Telangana, India. Any provision conflicting with mandatory Indian laws or public policy shall be severed, and the remainder of this Agreement shall remain valid.
24. ARBITRATION
The parties shall attempt in good faith to resolve any dispute. Each party will designate an officer with the responsibility and the authority to resolve the dispute. These officers shall meet within fifteen (15) days after the request to identify the scope of the dispute and the information needed to discuss and attempt to resolve such dispute. These officers shall then gather relevant information regarding the dispute and shall meet to discuss the issues and to negotiate in good faith to resolve the issue. In the event that the parties are unable to resolve the dispute within thirty (30) days after the specific meeting of the designated officers as specified above (or such longer time as the parties agree), then the disputes, the parties agree to resolve disputes via binding arbitration under the Arbitration and Conciliation Act, 1996, with the arbitration seat in Hyderabad, Telangana, India., and proceedings conducted in English. The award rendered by the arbitrators shall be final and binding, and the judgment may be entered upon it in any court having jurisdiction thereof. Notwithstanding the foregoing, the parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this arbitration agreement and without any abridgement of the powers of the arbitrators.
Indian Arbitration Venue: For India-based disputes, the parties agree to resolve disputes via binding arbitration under the Arbitration and Conciliation Act, 1996, with the arbitration seat in Hyderabad, Telangana, India., and proceedings conducted in English.
25. LEGAL EXPENSES
In the event it is necessary for any party to enforce any provision of the Agreement, then in that event, the prevailing party shall be entitled to recover reasonable legal expenses on a full indemnity basis.
26. NOTICES
All notices required or permitted to be given hereunder must be in writing and shall be deemed effectively given when received or, if not received, when deposited with the post office as certified mail, return receipt requested, to the address of the party as contained in the Agreement, or as otherwise provided by either party upon notice to the other party.
27. SCOPE OF GOODS AND SERVICES TO BE PROVIDED
ABOT will provide to PURCHASER the goods and/or perform services as described in and subject to the terms and conditions of this Agreement which may be amended or modified by supplementary change orders agreed to by both parties in such event, the goods and/or services to be provided shall be deemed to include the goods and/or services described in such supplementary change orders.
ABOT will provide such resources and utilize such employees and/or third party consultants as it deems necessary to provide the goods and services. The manner and means used by ABOT to perform the services desired by the PURCHASER are in the sole discretion and control of ABOT. ABOT shall use commercially reasonable efforts to meet the schedules and times of performance for the services as set forth in the Agreement.
PURCHASER agrees to provide ABOT with such information, materials, and technology owned or controlled by PURCHASER as ABOT reasonably requires to provide the goods and services. PURCHASER hereby grants ABOT a royalty-free, non-exclusive, world-wide license to use PURCHASER’s technology, and all PURCHASER intellectual property rights covering such PURCHASER’s technology solely in order for ABOT to provide the goods and services during the term of and in accordance with the Agreement. PURCHASER agrees to obtain for ABOT the right to use, for the purpose of providing the goods and services, such third party information, materials and technology, and any intellectual property rights therein, as ABOT reasonably requires in order to provide the goods and services.
ABOT reserves the right to drawback of duty paid on materials used in the manufacture of the goods sold to PURCHASER. PURCHASER agrees to provide ABOT proof of exportation, as well as any other relevant documents, and to cooperate with ABOT to facilitate the collection of such drawback.
PURCHASER and ABOT agree to cooperate in good faith to permit ABOT to provide the goods and services in a timely and professional manner. PURCHASER understands and agrees that ABOT’s provision of the goods and services may depend on the completion of certain PURCHASER tasks or adherence to PURCHASER schedules within PURCHASER’s control; consequently the schedule for provision of the goods and services or any portion thereof may require adjustments or changes in the event such PURCHASER tasks or schedules change or are modified or are not completed as anticipated. ABOT shall bear no liability or otherwise be responsible for delays in the provision of goods and services or any portion thereof occasioned by PURCHASER’s failure to complete in a timely manner a PURCHASER task or adhere to a PURCHASER schedule.
28. ASSIGNMENT; SOURCE OF PRODUCTION
PURCHASER shall not assign its rights or obligations hereunder without the prior written consent of ABOT, which consent shall not be unreasonably withheld or delayed. Any attempted assignment in contravention of the foregoing shall be void and of no force or effect.
Subject to compliance with PURCHASER’s applicable product quality, specifications and delivery requirements specified in the Agreement, ABOT reserves the right to source production of the goods supplied hereunder from any facilities which are owned by any entity controlling, controlled by or under common control with ABOT. ABOT shall have no responsibility for meeting PURCHASER’s country-of-origin product content requirements (if any) unless ABOT is notified in writing of such requirements at the time PURCHASER places its order with
ABOT, or in the case of standing orders, at or before the latest time PURCHASER may place an order in accordance with ABOT’s production scheduling requirements.
29. CONSTRUCTION
No provision of this contract may be construed against ABOT as the drafting party. The term “including” means “including without limitation.” The term “days” means calendar days unless otherwise expressly stated.
30. TERMINATION
In addition to any other remedies available to ABOT at law, ABOT may terminate the Agreement with the PURCHASER in the event that:
(a) PURCHASER fails to perform its obligations under or otherwise breaches any provisions of the Agreement or any other contract between PURCHASER and ABOT or any of ABOT’s affiliates;
(b) PURCHASER ceases to carry on its business substantially as such business is conducted on the date of the Agreement and such change in circumstances modifies ABOT’s obligations or impairs either party’s ability to discharge its obligations under the Agreement;
(c) PURCHASER is the subject of creditor protection of bankruptcy, reorganization, liquidation receivership or similar proceedings;
(d) PURCHASER is unable to pay its debts as they become due;
(e) Any term, condition or provision of the Agreement or any other contract between the PURCHASER and ABOT becomes invalid or illegal under any applicable law, rule or regulation; or
(f) An event of Force Majeure listed in section 8 above continues for a period of more than forty five (45) days.
PART – II
Terms and Conditions for Purchase
1. ENTIRE AGREEMENT
1.1 Abot Corp. and/or its affiliates (hereinafter referred to as “BUYER”) and the “SELLER” (identified on the purchase order to which these terms and conditions are attached) hereby agree to be bound by the Purchase Order, these terms and conditions and all other documents attached to the Purchase Order (collectively, the “ORDER”) in connection with the purchase of the items of goods and/or services described in ORDER (the “ITEMS”)
1.2 The ORDER, including ORDER’S attachments and references, forms the entire agreement between BUYER and SELLER with respect to the ORDER to the exclusion of any and all other terms and conditions whether oral or written including any terms and conditions the SELLER may have provide in SELLER’S quote or printed on SELLER’S Purchase Order acknowledgement, invoices, or any other forms or documents the SELLER may use and the SELLER acknowledges that it has not relied on any statement, promise, or representation made by the BUYER which is not set out in the ORDER and waives any rights it may have in respects of the same. Nothing in these terms and conditions will be operate to exclude liabilities for fraud or fraudulent misrepresentation. Any additional, different, inconsistent or conflicting terms or conditions contained in SELLER’S confirmation or acknowledgment shall not operate as a rejection of the ORDER but shall be a material alteration which BUYER hereby rejects, and all terms and conditions of the ORDER shall be deemed accepted without said additional, different, inconsistent or conflicting terms.
1.3 In the event these terms are waived or modified in whole or in part, such waiver or modification shall either be noted in the body of the ORDER or provided in an addendum document from the BUYER attached to or enclosed with the ORDER and signed by a representative of the BUYER.
2. PRICE, INVOICING, SET-OFF, AND PAYMENT
2.1 The purchase price of the ITEMS shall be as specified in the ORDER and shall not exceed the last quoted or charged price by SELLER to BUYER unless otherwise mutually agreed in writing. If the SELLER’s established price on the shipment date is lower than the ORDER price, BUYER shall be entitled to the lower price.
2.2 BUYER shall not be liable for any Indian central, state, or local taxes (including Goods and Services Tax, GST, customs duties, or cess) unless separately itemized on the ORDER and invoice as required by the Indian GST Act, 2017 and related rules. SELLER shall ensure GST-compliant invoicing and reflect the correct GST Identification Number (GSTIN) of the BUYER when applicable. Where exemptions apply (such as exempted goods/services or supplies to Special Economic Zones), SELLER must obtain and retain valid exemption certificates or documentation as per Indian tax regulations.
2.3 Unless expressly stated otherwise in the ORDER, the price is firm and fixed for the ITEMS and is not subject to escalation on account of changes in material costs, labor costs, foreign exchange rates, or other factors. Any price revisions shall comply with Indian pricing laws, including provisions under the Essential Commodities Act, 1955 (if applicable), and require prior written agreement.
2.4 If the BUYER requests any changes in quantity, specifications, or scope, any corresponding adjustment to the price (upward or downward) must be mutually agreed in writing and formally reflected in an amended ORDER. SELLER shall not apply any change in price without documented acceptance by the BUYER.
2.5 Subject to the receipt of a valid tax-compliant invoice and the delivery of ITEMS as per the ORDER, BUYER shall make payment within the payment terms stated in the ORDER. If no payment term is specified, payment shall be due within sixty (60) days of receipt of ITEMS and a proper invoice, excluding amounts reasonably disputed in good faith by the BUYER. Any advance payments made by BUYER before final acceptance of the ITEMS shall be treated as advances and refundable if the ITEMS are rejected under applicable Indian law or contract terms.
2.6 BUYER shall have the right to withhold, set-off, or counterclaim against amounts otherwise due to SELLER under the ORDER for any financial obligations owed by SELLER to BUYER or if SELLER is in default, consistent with the rights available under the Indian Contract Act, 1872 and applicable judicial precedents.
2.7 For ITEMS imported into India, the price shall separately identify applicable customs duties, Integrated GST (IGST) on imports, port handling charges, and any other Indian statutory levies included in Delivered Duty Paid (DDP) or similar Incoterm pricing, consistent with Indian Customs Act, 1962, and Indian foreign trade policy.
SELLER shall ensure full compliance with Indian tax, customs, and invoicing laws and indemnify BUYER against any liability, penalties, or losses arising from SELLER’s non-compliance or misrepresentation.
3. QUANTITIES AND DELIVERIES
3.1 The SELLER shall deliver the exact quantities of ITEMS specified in the ORDER unless otherwise agreed in writing by the BUYER. Over-shipments, under-shipments, or partial deliveries without prior written approval may be rejected by the BUYER in accordance with the Indian Sale of Goods Act, 1930.
3.2 TIME AND DATE OF DELIVERY ARE OF THE ESSENCE. SELLER agrees to strictly adhere to the delivery schedule set out in the ORDER. Unless otherwise specified, delivery shall be made to the BUYER’s location under Incoterms 2020 (DDP – Delivered Duty Paid), in compliance with applicable Indian customs and GST regulations. Where services are part of the ITEMS, completion shall occur by the date stated in the ORDER.
3.3 If delivery is delayed beyond the agreed date, the BUYER shall have the right to reject the ITEMS, terminate the ORDER in whole or part, and claim damages for any losses under the Indian Contract Act, 1872. SELLER shall bear the cost of any delay, including liquidated damages if specified, and any consequential costs incurred by the BUYER.
3.4 If SELLER anticipates a delay or fails to meet the delivery schedule, SELLER shall promptly notify the BUYER and, if requested, shall expedite shipment (including by air or express methods) or apply overtime work at SELLER’s sole cost to meet the schedule, consistent with Indian commercial standards.
3.5 The BUYER reserves the right to request staggered or phased delivery of ITEMS within the agreed delivery window, without additional cost unless specifically agreed otherwise.
3.6 Any nonconforming delivery, including partial or defective deliveries, shall be treated as a material breach of the entire ORDER, and the BUYER shall have the right to reject such delivery, terminate the ORDER, and claim appropriate remedies under the Indian Sale of Goods Act, 1930 and Indian Contract Act, 1872.
SELLER shall ensure packaging, labelling, and transportation comply with the Legal Metrology Act, 2009, and applicable Indian transport and safety laws to prevent damage or loss during transit.
4. CHANGES
4.1 The BUYER may, at any time, issue a written change order to the SELLER (without prior notice to any surety or assignee) to make changes relating to: (a) drawings, designs, or specifications; (b) methods of shipping, packing, or handling; (c) places of inspection, acceptance, or delivery point; and/or (d) the delivery schedule. Such changes shall be in compliance with the Indian Contract Act, 1872, and the Sale of Goods Act, 1930.
4.2 If either the BUYER or the SELLER reasonably demonstrates that any such change materially affects the cost or time required for performance, the affected party may request an equitable adjustment to the purchase price, delivery timeline, or both. Any adjustment shall comply with Indian commercial practices and must be mutually agreed in writing.
4.3 No claim by the SELLER for adjustment shall be valid unless submitted in writing to the BUYER within thirty (30) days from the date of the change giving rise to the claim and formally acknowledged or signed by the BUYER. Failure to provide timely notice shall constitute a waiver of such claims under Indian law.
4.4 Nothing herein shall relieve the SELLER of its obligation to continue performance without delay in accordance with the modified ORDER, pending resolution of any dispute regarding cost or schedule adjustments. The SELLER’s obligation to proceed shall be consistent with the doctrine of continuous performance under the Indian Contract Act, 1872.
The BUYER’s right to make changes shall be exercised in good faith, and the SELLER shall comply with all regulatory approvals, including under the Legal Metrology Act, 2009, the Factories Act, 1948, and applicable Indian labor and safety standards, when implementing such changes.
5. HAZARDOUS MATERIALS
5.1 For ITEMS that may contain hazardous and/or restricted materials, the SELLER shall, upon the BUYER’s request, promptly provide: (a) a detailed list of all potentially hazardous ingredients or substances present in the ITEMS; (b) the quantity or concentration of such ingredients; and (c) timely updates on any changes or additions to such ingredients. This disclosure shall comply with Indian regulations under the Environment (Protection) Act, 1986, Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016, and applicable Bureau of Indian Standards (BIS) norms.
5.2 Prior to shipment, the SELLER shall provide the BUYER with sufficient written warning, including Material Safety Data Sheets (MSDS), hazard labels, and appropriate markings on ITEMS, containers, and packaging. The SELLER shall also provide clear handling, transportation, storage, and disposal instructions to ensure safety and compliance, as required under the Manufacture, Storage and Import of Hazardous Chemical Rules, 1989, and the Factories Act, 1948. This is to ensure the safety of the BUYER’s personnel, carriers, and third parties involved.
5.3 The SELLER shall comply with all applicable Indian central, state, and local laws, rules, and regulations relating to the labeling, packaging, handling, storage, and transportation of hazardous materials, including the Indian Legal Metrology Act, 2009, and applicable international regulations (where relevant, such as REACH, GHS, or UN guidelines). The SELLER shall indemnify and hold the BUYER harmless from any penalties, claims, or liabilities arising from non-compliance with such hazardous materials obligations.
6. SPECIFICATION, TEST, AND INSPECTION
6.1 The SELLER shall strictly comply with the specifications, manufacturing processes, testing standards, and other technical or operational requirements defined by the BUYER (including the BUYER’s clients, where applicable) in the ORDER. This includes compliance with Indian standards such as the Bureau of Indian Standards (BIS) specifications, applicable IS codes, and relevant statutory approvals.
6.2 In cases where no explicit specification is provided by the BUYER, the SELLER shall meet or exceed the SELLER’s advertised product standards, Indian Standard (IS) norms, and prevailing industry best practices applicable to the ITEMS.
6.3 The SELLER shall adhere to all applicable Indian legal requirements, regulations, industry standards, and best practices concerning the design, manufacture, packaging, labeling, delivery, and certification of the ITEMS, including compliance with the Legal Metrology Act, 2009, Drugs and Cosmetics Act (where applicable), Bureau of Indian Standards Act, 2016, and Environmental Protection norms.
6.4 While providing goods or services under the ORDER, the SELLER shall comply with all Indian central, state, and local laws and regulations, including but not limited to: labour laws (such as the Code on Social Security, 2020), environmental laws, consumer protection laws, occupational health and safety laws, and any applicable international standards (if expressly agreed). Any legal guidance provided by the BUYER is for reference only, and the SELLER remains solely responsible for full compliance.
6.5 The SELLER shall not unreasonably refuse the BUYER’s request to inspect or test the ITEMS at the SELLER’s premises (or those of its subcontractors) during or upon completion of manufacture. Such inspections may include reviews by the BUYER’s client or an appointed third-party inspection authority, in line with Indian law and sector-specific practices.
6.6 The SELLER shall ensure that all ITEMS are properly marked, labeled, and packaged in accordance with the BUYER’s instructions, relevant Indian regulatory requirements, and applicable carrier or transport guidelines to guarantee safe and undamaged delivery to the final destination.
7. NONCOFORMING ITEMS
7.1 The BUYER reserves the right to reject, hold, or return to the SELLER — at the SELLER’s cost and risk — any ITEMS that are defective, non-compliant with the specifications or quality standards outlined in the ORDER, or that exceed the ordered quantity, as per the Indian Sale of Goods Act, 1930 and the Consumer Protection Act, 2019.
7.2 The BUYER shall not be obligated to resell or mitigate losses from rejected ITEMS. Without prejudice to any other legal remedies under Indian law, the BUYER may, at its discretion, require the SELLER to repair, replace, or refund the price of any or all rejected ITEMS, ensuring full compliance with the Indian Contract Act, 1872.
7.3 The SELLER’s liability includes, but is not limited to, repairing or replacing defective ITEMS and compensating the BUYER for any direct damages or losses to the BUYER’s property caused by the defective ITEMS, including dismantling, installation, or integration costs, as per applicable contractual and tortious obligations under Indian law.
7.4 The SELLER shall not resubmit or re-offer previously rejected ITEMS to the BUYER without providing prior written notification and obtaining explicit written consent from the BUYER, ensuring full transparency and adherence to fair trade practices under the Consumer Protection Act, 2019.
8. PERFORMANCE AND DELIVERY
8.1 The SELLER shall plan, schedule, and execute its obligations — including procurement of sub-supplies — diligently and in a timely manner to meet the delivery date specified in the ORDER, in accordance with the Indian Contract Act, 1872.
8.2 The ITEMS shall be delivered to, or performed at, the delivery location and within the time frame specified in the ORDER, adhering to the delivery obligations under the Sale of Goods Act, 1930.
8.3 The BUYER is not obligated to accept delivery of ITEMS that arrive more than five (5) days before the agreed delivery date. If the BUYER chooses to accept early delivery, the payment schedule shall remain calculated from the original delivery date specified in the ORDER.
8.4 The BUYER reserves the right, with at least two (2) weeks’ written notice, to postpone delivery of the ITEMS for up to eight (8) weeks without any increase in the agreed purchase price. Any further extension and associated costs due to unavoidable SELLER expenses must be mutually agreed between the BUYER and SELLER, ensuring fairness under Indian commercial law.
8.5 If the ITEMS are delivered or performed in installments, the ORDER shall be treated as a unified, indivisible contract under Indian law, and not as severable parts.
8.6 The BUYER has the right to reject any ITEMS that do not conform to the ORDER or specified requirements and shall not be deemed to have accepted the ITEMS until a reasonable inspection period has passed after delivery or, in the case of latent defects, after such defects become apparent, in accordance with the Sale of Goods Act, 1930.
8.7 The SELLER must provide the BUYER — in advance or at the latest by the date of delivery — with all necessary handling, installation instructions, and relevant certificates (including inspection, material, and test certificates) reasonably required for incorporating the ITEMS into the BUYER’s or BUYER’s Client’s product or site.
8.8 The BUYER reserves the right to withhold up to ten percent (10%) of the purchase price until all required documentation, as outlined in the ORDER, is duly delivered, ensuring accountability and proper completion of contractual obligations.
9. TITLE AND RISK
9.1 Risk Transfer
Risk of loss or damage to the ITEMS shall pass to the BUYER only upon actual delivery of the ITEMS to the BUYER, or to a person authorized by the BUYER, at the delivery location specified in the ORDER, in accordance with Sections 26 and 27 of the Indian Sale of Goods Act, 1930.
9.2 Transfer of Title (Ownership)
Title (ownership) of the ITEMS shall transfer to the BUYER upon the earlier of: (a) the full payment of the purchase price by the BUYER, or (b) the physical delivery of the ITEMS to the BUYER, whichever occurs first, in compliance with the provisions governing property transfer under the Sale of Goods Act, 1930.
10. WARRANTY AND DEFCT REMEDY
10.1 SELLER’s Warranty on ITEMS
The SELLER warrants to the BUYER that the ITEMS shall:
(a) be new, of merchantable quality, and fit for the intended purpose as specified in the ORDER, or if not specified, fit for the general purpose for which such ITEMS are ordinarily used under Section 16 of the Sale of Goods Act, 1930;
(b) be free from defects in design, material, and workmanship;
(c) fully conform to all relevant specifications, descriptions, and approved samples;
(d) comply with all applicable statutory, legal, and regulatory requirements in India regarding manufacture, sale, and delivery; and
(e) transfer to the BUYER with clear and marketable title, free from any liens, charges, or encumbrances.
10.2 Warranty on Services
The SELLER warrants that any services or works associated with the ITEMS will be performed by qualified, trained personnel exercising due skill, care, and diligence, meeting the standard of quality that a reasonable BUYER would expect under similar circumstances, as governed by the Indian Contract Act, 1872.
10.3 Intellectual Property Warranty
The SELLER warrants that the ITEMS, including all components and materials, do not infringe and will not contribute to the infringement of any patents, trademarks, copyrights, trade secrets, or other proprietary rights under applicable Indian intellectual property laws.
10.4 Remedies for Defects or Breach
Without prejudice to any other rights or remedies available to the BUYER under law or equity (including but not limited to rescission, damages, or indemnity), if any ITEMS are found to be defective or non-conforming to the ORDER, the BUYER shall have the right to:
(a) within twelve (12) months from first use or eighteen (18) months from delivery (whichever is later), require the SELLER to repair or replace the defective ITEMS promptly and at no additional cost to the BUYER; or
(b) at the BUYER’s sole discretion, whether or not the SELLER has attempted repair or replacement, treat the ORDER as terminated due to breach and require full repayment or refund of any purchase price already paid.
11. BUYER’S PROPERTY AND INFORMATION
11.1 Ownership of BUYER’s Assets
All tools, dies, molds, templates, equipment, specifications, data, drawings, designs, software, or materials provided by the BUYER to the SELLER — or paid for by the BUYER — including any replacements or attachments, shall remain the exclusive and marked personal property of the BUYER. The SELLER shall store these items separately, insure them appropriately, and bear all risk of loss, damage, or liability until their safe return to the BUYER. These assets shall be used solely for fulfilling the BUYER’s ORDER and must be promptly returned, at SELLER’s expense, in original condition (allowing for reasonable wear and tear) upon BUYER’s written request, in accordance with the Indian Contract Act, 1872.
11.2 Ownership of Developed Work and Deliverables
All information, documents, materials, or deliverables that the SELLER develops, acquires, or produces in connection with the ORDER shall be considered “work for hire” under Indian intellectual property laws and shall belong solely to the BUYER. The BUYER shall have full ownership rights, including the right to use, reproduce, modify, or commercialize such work without any further obligation or liability to the SELLER.
11.3 Confidentiality and Non-Disclosure Obligations
All information and documents (whether written, verbal, or electronic) disclosed by the BUYER to the SELLER regarding the ITEMS or the ORDER shall be deemed strictly confidential and proprietary. The SELLER shall not disclose, use, or publish such information without prior written consent from the BUYER, except when necessary for performance under the ORDER or when disclosure is mandated by Indian law. Additionally, the SELLER shall not issue any public statement, advertisement, or publication referring to the BUYER, its location, or the ORDER without the BUYER’s explicit prior written approval, in compliance with the Information Technology Act, 2000 and related confidentiality obligations.
12. LIABILITY, INDEMNITY, AND INSURANCE
12.1 Indemnity by SELLER
The SELLER shall fully defend, indemnify, and hold harmless the BUYER, its affiliates, directors, officers, employees, clients, agents, contractors, successors, and assigns from and against all claims, liabilities, losses, damages (including special, consequential, indirect, and incidental damages), actions, and expenses (including reasonable legal fees) arising from or related to:
(a) any breach by the SELLER of its warranties, covenants, or contractual obligations;
(b) any bodily injury (including death), property damage, or economic loss arising from (i) defective or nonconforming ITEMS supplied under the ORDER, or (ii) acts or omissions of the SELLER, its affiliates, employees, or subcontractors, including on the BUYER’s or BUYER’s client premises, unless solely caused by the BUYER’s negligence;
(c) any failure by the SELLER to comply with applicable Indian laws and regulations; and
(d) any actual or alleged infringement of patents, trademarks, copyrights, or other intellectual property rights arising from the manufacture, delivery, licensing, use, or sale of the ITEMS under the ORDER, regardless of whether such liability arises under contract, tort (including negligence and strict liability), statutory duty, misrepresentation, warranty, or any other legal theory.
12.2 Insurance Requirements
The SELLER shall maintain, at its own cost, employee liability insurance, commercial general liability insurance, automobile insurance, public liability insurance, and property damage insurance with coverage amounts sufficient to satisfy all claims under this clause. Such policies shall:
Name the BUYER as an additional insured;
Be endorsed to provide primary coverage ahead of any BUYER-provided insurance; and
Contain a waiver of subrogation in favor of the BUYER.
12.3 Intellectual Property Protections
For any ITEMS subject to third-party intellectual property rights not owned by the BUYER, the SELLER shall, at its sole expense, secure for the BUYER a worldwide, perpetual, royalty-free license, or alternatively modify or replace the ITEMS to avoid infringement, without reducing ITEM performance or quality. This obligation applies even if the BUYER provides part of the design, material specifications, or manufacturing process instructions.
12.4 Limitation of BUYER’s Liability
The BUYER’s total liability to the SELLER under or related to the ORDER — whether arising in contract, tort (including negligence and strict liability), misrepresentation, warranty, breach of statutory duty, or any other legal theory — shall not exceed the total purchase price of the ITEMS. Under no circumstances shall the BUYER be liable for loss of profit, business, contracts, or any consequential, special, incidental, indirect, punitive, or exemplary losses or damages.
12.5 Labour and Social Compliance
The SELLER shall comply with all applicable Indian labor and social security laws, including but not limited to the Payment of Wages Act, 1936; Employees’ Provident Funds and Miscellaneous Provisions Act, 1952; Employees’ State Insurance Act, 1948; and the Code on Social Security, 2020. The SELLER agrees to fully indemnify the BUYER against any liability, penalty, or cost arising from the SELLER’s non-compliance with these or other applicable labor and employment obligations.
13. FORCE MAJEURE
13.1 Neither the BUYER nor the SELLER shall be held liable for failure or delay in performing its obligations under the ORDER if such failure or delay is caused by events beyond its reasonable control, not resulting from its fault or negligence, including but not limited to acts of God, fire, flood, earthquake, epidemic, pandemic, war, civil unrest, riots, embargoes, acts of civil or military authority, or changes in government regulations or law, as recognized under Section 56 of the Indian Contract Act, 1872 (doctrine of frustration).
13.2 In the event the SELLER anticipates a delay in delivery or performance due to a force majeure event, the SELLER must immediately notify the BUYER in writing, providing reasonable evidence of the event and its impact. Upon receipt of such notice, the BUYER shall have the right, at its sole discretion, to either:
(a) grant a reasonable extension of time for the SELLER’s performance without any increase in price; or
(b) terminate the unfulfilled portion of the ORDER without penalty or cost to the BUYER.
14. TERMINATION
14.1 The BUYER may at any time prior to delivery of ITEMS and/or performance of ITEMS terminate the ORDER for the convenience of the BUYER (including BUYER’S Client) by giving SELLER written notice of such termination.
14.2 Upon such notice of termination for convenience the
SELLER shall immediately cease work on the ORDER and shall mark and identify all material associated with the execution of the ORDER. The BUYER shall pay the SELLER reasonable termination charges solely limited to the cost of SELLER’S non-stock material, goods, and labor specifically used or committed in the execution of the ORDER up to the date of termination. The SELLER shall not be entitled to claim for SELLER stock material or stock goods, which the SELLER can reasonably restock and use in the course of his normal business. The BUYER shall be entitled to take delivery and title (property) or provide disposal instructions for any material or goods for which BUYER has paid the SELLER. Under no circumstance shall the SELLER be entitled to use or sell any material paid for by the BUYER.
14.3 BUYER may terminate all or any part of its purchase under the ORDER for cause if SELLER: (a) fails to deliver ITEMS or perform ITEMS in the quantity and to the quality or by the date or within the time stated in the ORDER or specification, including any extension of time, provided in any amendment to the ORDER; (b) breaches these terms and conditions (including any of SELLER’S warranties and covenants); (c) following written notice by the BUYER of such concern, fails to satisfy the BUYER that progress of the ITEMS is such that timely and proper performance of the ORDER or specification will be achieved; (d) SELLER ceases or threatens to cease to carry on business; (e) the SELLER makes any voluntary arrangement with its creditors; (f) an encumbrance takes possession of or a receiver is appointed over any of the property or assets of the SELLER; (g) a winding up order is presented against the SELLER; or (h) the BUYER reasonably apprehends that any of the events mentioned in (a) to (g) above is about to occur in relation to the SELLER and notifies the SELLER accordingly.
14.4 In the event BUYER terminates the ORDER for cause, as detailed above, the SELLER shall immediately cease work and if required by the BUYER deliver to BUYER all satisfactory completed ITEMS or material or work in progress for the BUYER to complete in any manner the BUYER deems appropriate. If in the sole opinion of the BUYER the completed ITEMS or material or work in progress cannot be used by BUYER the BUYER may purchase substitute ITEMS from any other source.
14.5 Upon the completion of the BUYER’S obligations to BUYER’S Client and payment by the BUYER’S Client to BUYER, the BUYER will pay the SELLER the cost of all satisfactory completed ITEMS or material and work in progress for which BUYER has taken possession, less the BUYER’S cost (including expenses and any loss or damage suffered by the BUYER and/or BUYER’S Client) to complete the work by other means to the satisfaction of the BUYER (including BUYER’S Client).
15. GENERAL
15.1 SELLER shall act in a manner consistent with all laws concerning improper or illegal payments and gifts or gratuities and agrees not to pay, promise to pay or authorize the payment of any money or anything of value, directly or indirectly, to any person for the purpose of illegally or improper inducing a decision or obtaining a retaining business in connection with the ORDER.
15.2 The ORDER is personal to the SELLER and the SELLER shall not assign or transfer to any other person any of its rights or subcontract any of its obligations under the ORDER without the prior written consent of the BUYER.
15.3 Any notice required permitted to be given by either party to the other under these terms shall be in writing, addresses to the other party at its registered office or principal place of business or such address as may at the relevant time been notified in writing pursuant to this provision to the party giving notice.
15.4 No waiver by the BUYER of any breach of the ORDER by the SELLER shall be considered as a waiver of any subsequent breach of the same or any other provision. No failure or delay by the BUYER to neither exercise any right, power or remedy will operate as a waiver of it nor will any partial exercise preclude any further exercise of the same pr some other right, power or remedy.
15.5 BUYER’S remedies shall be cumulative. BUYER may, but shall not be obligated to cancel the ORDER, refuse to take delivery of any of the undelivered ITEMS, reject the ITEMS delivered or retain the ITEMS and exercise any other rights and/or remedies available to buyer, at law or in equity, if SELLER fails to comply with any of the terms and conditions set forth herein. Any such refusal to take delivery shall relieve BUYER from any further obligation hereunder, provided such refusal shall not prejudice the rights of the parties with respect to ITEMS sold or delivered to BUYER prior thereto.
15.6 Except as otherwise specified herein, no supplement, modification, or amendment of any term, provision, or condition of the ORDER shall be binding or enforceable unless executed in writing by the parties hereto.
15.7 In the event of default hereunder, the defaulting party shall be liable to the non-defaulting party for all expenses and costs incurred by the non-faulting party in protecting or enforcing its rights, hereunder including but not limited to reasonable attorneys’ fees and costs of court or arbitration.
15.8 If any provision of these terms and conditions are held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and conditions and the remainder of the provisions in question shall not be
affected thereby.
15.9 The supplier and any of its related parties must not engage in activities associated with any form of modern slavery, which includes illegal child labour and exploitation, forced labour or human trafficking.
Abot Geo-technical Tools Private Limited and its suppliers shall also adhere to the Indian Prevention of Sexual Harassment (POSH) Act, 2013, and ensure a workplace free from harassment, discrimination, or unsafe practices.
Abot Geo-technical Tools Private Limited complies with the Indian Child Labour (Prohibition and Regulation) Act, 1986, the Bonded Labour System (Abolition) Act, 1976, and other applicable Indian laws. Suppliers are expected to ensure compliance with these laws and minimize the risk of forced labour and child labour in their supply chains.