SCOPE

The following standard terms and conditions are intended by the parties to govern all the purchases of equipment, parts or service from Metro Electric Co.

Other supplementary terms and conditions, deviating contracts will not be recognized unless we have agreed to it separately.

 

1.  QUOTATIONS AND CONTACTS

All communications, terms, conditions are valid only in form of text. Telephonic conversations will not be considered as a valid form of contract.

All our Quotations, offers are non-binding unless it is expressly written and are subject to change once validity or binding dates have expired.

Changes to the contract requested by customer must be given to Metro in text.

Metro reserve the ownership and copyright to all documents including quotes, sales orders, estimates, offers, drawing, illustrations, catalogue, brochures, calculations, model (2D or 3D), tools and auxiliary materials.

 

2.  TECHNICAL SPECIFICATION

Details of our machines, services e.g. Weight, size, capacity, power consumption, tolerances and technical data) are only approximations. They are not guaranteed parameters or characteristics. These are descriptions or identifications of product or service. These also include the drawings and photo representation of our products and services.

 

3.  PRICES

3.1  Scope

The prices in the contracts are valid for the scope of service and supply of machinery as mentioned in contracts. Any extra or special work will be charges extra.

The price contracts such as Ex works, DAP, CIP, CFR etc. follow the Incoterms 2010.

The prices which we quote are Ex-works prices Packing, Freight and other taxes will be extra.

For sale in India GST will be applicable on Ex works + Packing + Freight.

For export sales GST will not be applicable but fumigation charges, export documentation charges, etc will be added to Ex works + Packing.

 

3.2  Price Escalation

The price quoted to you is based on the current price of raw materials like steel, copper, brass, electronics and electrical goods etc. and major components like capacitors, resistors, IGBT, etc. Any major escalation in the price of the above items will affect the equipment price. We may adjust the prices. These will be applicable to all contracts which are inked but has not been executed and all new contracts. The prices will be adjusted for but not limited to increase in raw material, sudden wage increase, Sudden customs duty increase etc. For such unforeseeable scenarios no additional profit will be added.

 

3.3  Confirmation and Supply

All orders will be deemed confirm only after we receive 100% advance payment along with order confirmation via text only. Verbal confirmation of order will not be considered.

Quotations are submitted in all cases and orders accepted on the expressed understanding that the Seller reserves the right to supply to 5% more or less than the quantity ordered on a pro-rata price basis. The Seller cannot accept cancellation of all or any one item or reduction in quantities after the order has once been confirmed and placed in production.

 

3.4  Change in Order

Neither offers nor any provisions of offers can be changed, modified, waived, discharged orally but only by an instrument in writing agreed by both the parties against which enforcement of the change, modification, waiver, discharge is sought. This may be accommodated at the sole discretion of Seller, but the original order will be treated as cancelled and cancellation charges may be applicable. The revised order will have to be at the then prevailing terms and conditions of prices and delivery.

 

3.5  Cancellation of Order

As Induction systems are classified as Capital Equipment they are mostly manufactured against confirmed orders, if the Buyer terminates the order after placing his order, the Buyer shall reimburse the Seller all costs including materials purchased and/or committed, direct and indirect labour costs, manufacturing and engineering costs plus 30% overheads to cover other expenses. In no case, the termination charges will be less than 30% of the purchase order.

 

4.  PROPRIETARY RIGHTS

All design, manufacturing processes, manufacturing information, vendor sources, know how, equipment, tooling or other hardware, software, or information (collectively referred to as "resources") acquired or utilized by the Seller to produce the finished goods, and any intellectual property rights, including but not limited to patents, copyrights and trade secrets related in any way to the resources, are and shall hereinafter remain the exclusive property of the Metro, regardless of whether such resources are created solely by the Metro, or by Buyer's collaboration with the Metro, for example, where Seller utilizes Buyer's specifications to create resources, and the Buyer shall acquire or receive no rights or title therein or thereto as a result of this purchase whether or not the order provides for Seller's delivery of technical data, drawings or other information to the Buyer in addition to the finished goods.

Unless Seller's prior written consent is given, in no event shall the Buyer permit data, drawings or information to be:

(1) disclosed to any third party

(2) used to manufacture like or similar goods

(3) used for purposes of duplicating or reverse engineering Metro’s proprietary designs or processes

(4) used by a party other than the Buyer or the Buyer's purchaser for any purpose.

Upon request buyer must return such objects to Metro in full and destroy all the copies if the contract negotiations do not reach any conclusion.

 

5.  DELIVERY

5.1  Delivery Time

Normal Delivery time for the equipment is 5-6 Weeks after receipt of Techno-Commercial confirmed Purchase Order and Advance payment. However, the Seller, will, by policy always endeavour to meet deliveries as required by our purchasers subject to availability of components/ parts from our suppliers.

Actual Delivery schedule of the equipment will be set during order acceptance issued by us.

Delivery period mentioned is only approximate unless fixed dates are mentioned in the contracts.

Also note that delivery means handing the goods to transporter, freight forwarder or any other third party. This means delivery time mentioned does not include transit time.

The delivery periods may be extended even if they are mentioned in contract due to manufacturing disputes, unforeseeable obstacles in manufacturing, delay by subcontractors etc. In important cases we will inform customer of such delays.

 

5.2  Force Majeure Clause

The delivery schedule as and when mentioned by the Seller is subject to Force Majeure Clause. The Force Majeure conditions would mean delay in delivery commitment due to:

• Civil wars or hostilities whether declared or not.
• Riot or civil commotion.
• Earthquake, flood, fire or natural disasters.
• Strike or lockout or other industrial unrest at our works/ our supplier’s works.
• Government regulations & Policies
• Load shedding or power breakdown or due to any reasons beyond our reasonable controls.

The delivery period as offered by us shall automatically get extended by the period of delay occurred due to any of the factors mentioned above or any other factors which will influence delivery period.

 

5.3  Packing

            Seller will package and prepare the goods for shipment in accordance with Seller’s normal procedures. If Purchaser requests or requires any additional packaging, Customer shall pay the additional cost.

 

5.4  Insurance and Freight Contract

The transit and transit insurance of equipment is to be borne by the Buyer. Transportation can be arranged upon request on "Freight Paid" basis.

Once the goods are handed over to transporter even if it is appointed by us the risk is transferred to customer.

If the customer opts for insurance its terms will be decided at the time of contract formation.

For “Freight Paid” orders Metro will dispatch by means of our Approved Transporting agents or most suitable means of transport.

Any delay by transporter is not in control of Metro but we will try to help the customer in solving the issues to best of our capacity but we are in no way obligated to.

Metro only buys insurance on behalf of the customer. Once the customer receives the material, they must check the condition and report it if there is any damage to METRO via email only. We will initiate the claim but the insurance amount is decided by the insurance company METRO has no role in terms and condition of the insurance company.

 

5.5  Condition of Delivery

After the receipt of the material the customer must check for any damage to the parcel and said quantity according to the invoice. Discrepancies must be informed immediately in writing. No claim for shortage or other queries as to delivery will be entertained by the Suppliers unless they are notified in writing within 10 days from the receipt of the goods Any breach of this condition shall disentitle the Buyer to any allowance for such alleged shortages.

 

6. COMMISSIONING OF MACHINE

Commissioning of the equipment will be supervised by our qualified engineers and Buyer has to provide necessary tools, handling equipment’s, utilities, skilled and unskilled workers necessary for erection and commissioning of the equipment. Services of our engineer will be charged as per our scope of supply. The normal period of Commissioning of the equipment is about one to two working days depending on models, if all the site material and necessary arrangements are complete.

Equipment already opened from the packaging, installed on location, cleaned and electrically connected according to the operation instructions. Out of scope consumables e.g. Demineralized water, hydraulic oil, etc are to be arranged beforehand by buyer. Commissioning doesn’t include the opening and erecting of the machine or any other such type of labour work.

 

7.  WARRANTY

The warranty is valid in India only. The seller agrees to repair or replace ex-factory parts manufactured by the seller except consequential damages or expendable parts which have normal wear and tear like melting crucibles, insulation formers, rubber parts, indicator lamps, fuses, switches, melting coil, water cooled cables, thermocouple, refractory items, oscillator valves, water pump seals etc. that failure due to defects in material or workmanship within six (6) months from commissioning subject to the commissioning is done within fifteen (15) days of receipt of the equipment at purchasers site by our engineers. seller makes no other warranties, expressed or implied, including but not limited to, any implied warranty of merchantability or fitness for any particular purpose. the exclusive remedy, at sellers’ option, shall be to repair or replace the defective part. in no event shall the seller be liable for loss or damages of precious metals and /or metal burning loss, whether direct, indirect, special, incidental, or consequential loss or damages, regardless of the legal theory asserted, including, but not limited to, contract, negligence, warranty, or strict liability.

Factory-specified maintenance procedures must be adhered to and recorded in order to maintain the warranty. The warranty is void if the machine is subjected to mishandling, misuse, neglect, accident, improper installation, maintenance or operation, or if the machine was improperly repaired or services by the buyer or by unauthorized service technician. this will be judged fairly by a team of our technical experts at RAJKOT in consultation with the concerned field engineers. any damage during transit shall not be covered under this warranty. the warranty may elapse if the buyer is found to be using spares & components from any other sources or manufactured by itself without sellers express written permission or has tampered any of the components or settings of the system.

Damages due to over voltage, voltage spikes, lighting strikes and abnormal supply are not covered under warranties. this will be judged fairly by a team of our technical experts at RAJKOT in consultation with the concerned field engineers.

In case of breakdown in warranty period the customer must grant us the required time and opportunity to carry out the repair. in this case we shall be obliged to bear all of the expenses necessary for the purpose of the repair, especially transport, travel, labour and material costs.

if a defect does not actually exist, we can demand compensation from the customer for the costs incurred by us as a result of the unjustified demand for removal of defects (especially inspection and transport costs), unless the lack of defectiveness was undetectable for the customer.

Rights for the replacement of the whole unit are reserved by seller at their discretion. this will be done only after the technical team from metro is not able to rectify the fault on site. the customer is obligated to allow our field engineers to rectify the breakdown as many times as its required.

The warranty period will not get extended if there is a claim in warranty period.

There is no warranty for consumables eg. crucibles, ceramics, any kind of oils, insulation sheets etc.

 

8.  DEFECTS

Changes in the design and/or execution that do not adversely affect either the functioning or the value of the delivery item remain reserved and do not constitute defects. Defects that do not adversely affect or only marginally affect the value and/or fitness for use of the delivery items shall not constitute grounds for claims for defects.

Claims for defects by the customer especially do not exist in the following cases:

• Normal wear and tear,
• Unsuitable or improper operation or usage,
• Incorrect assembly or commissioning,
• Unsuitable or improper storage by the customer or third parties;
• Incorrect or negligent handling,
• Improper maintenance, unsuitable equipment,
• Defective assembly work,
• Unsuitable areas of application;
• Chemical, electrochemical or electrical influences;

Defects based on designs changes determined by the customer or based on materials, or also other items, provided, specified or determined by the customer. In these cases, customer claims for defects only come into consideration if the customer proves that the defects were neither wholly or partially caused by the aforementioned effects.

Insofar as a defect exists for which we are responsible, we are entitled to provide supplementary performance by, at our discretion, either removing the defect or providing a delivery item that is free of defects. Delivery items replaced within the framework of redelivery become our property. A new limitation period shall not begin on account of the supplementary performance. If supplementary performance is refused by us, has failed or is unacceptable to the customer, the customer can assert further rights, and can, in particular, demand a reduction in price or withdrawal from the contract.

 

9.  SPARES AVAILIBILITY

9.1  Outside of Warranty

Generally emergency spares are available readily from our nearby service centre. Although it is possible that sometimes our service centre is out of stock or is awaiting delivery of fresh stock on a particular item, but we will try our best to make man, material both available and time.

After warranty period is over, Buyer will be required to make full (100%) payment beforehand along with the order as even emergency spares will not be available on credit.

Spares sent after warranty will not have any warranty. If the customer claim that the sent parts are defective then it will at Metro’s discretion weather to replace it or not after assessment from METRO’s technical team. The freight in such condition will have to be bourn by the client.

             

9.2  During Warranty

In order to see that Buyer’s breakdowns remain minimal, Seller will endeavour to send replacement parts “ON LOAN” basis as fast as possible. If it is judged that the part is not damaged because of manufacturing defect, then the Buyer will return the loan at his expense, failing which he will compensate the Seller for the loss arising from the failure to return the loan such amount as, may be determined by the Seller.

The defective components must be returned to the Seller’s works by the Buyer within (15) days from the receipt of free replacement otherwise the Seller shall raise the bill for the component not returned.

To and fro freight, GST and insurance charges will have to be borne by the Buyer for such free replacement spares. It will be the Buyer’s responsibility to see that the defective part is packed properly to reach Seller’s works intact within fifteen (15) days on freight prepaid basis otherwise the replaced component will be billed.

 

10.  AFTER SALES SERVICE

During the warranty period as said above, we shall depute our service engineer(s) free of cost to the works of Buyer in INDIA, as and when necessary. There after our regular service charge will be charged combined with any other incidental expenses at actual.

If the buyer is based on foreign land outside the INDIA, then to & fro air ticket, visa, boarding and lodging and local conveyance is to be borne by the Buyer combined with any other incidental expenses at actual.

Minimum Service Charge Rs. 15,000.00 will be charged for service completed with 1 Day thereafter for additional days Rs. 4,000.00 per day will be charged. Local conveyance from the nearest METRO/MEGA METRO CITY by taxi will be charges extra at actual. OUT OF CITY LIMIT CONVEYANCE SHALL BE ARRANGED BY THE PURCHASER, IF THE FACILITY IS NOT AVAILABLE IT WILL BE CHARGED EXTRA AT ACTUAL.

All the services rendered attract GST @ 18% and will be extra on the above charge.

 

11.  ARBITRATION

All matters of dispute or claim whatsoever arising out of or in connection with the contract or agreement between the Buyer and Seller or in connection with these conditions of sale shall be referred to a sole arbitrator who will be the Managing Director of the Seller and the Buyer.

 

12.  JURISDICTION

All or any dispute arising between the parties shall be instituted only in RAJKOT CITY court of India as per Indian laws.

The contractual relationship is subject to Indian law.

We may file a suit at the customer’s registered office at our discretion .