All orders and any other contract for the sale of goods, are accepted by Instrumentation Super Store ('The Company') on these conditions of sale and servicing which supersede any other terms appearing in this or any other previous catalogue or elsewhere, and unless otherwise specifically agreed to in writing by an authorized representative of the Company, these conditions of sale and servicing (as set out herein) override and exclude any other terms stipulated or incorporated or referred to by the customer, whether in the order or during any negotiations or any course of dealing established between the Company and the Customers, and constitute the entire understanding between the Company and the Customer for the sale and service of products.

A. In these terms and conditions:

i. 'The Customer' means the person, firm or company with whom a contract for the sale or supply of products is concluded.

ii. 'Catalogue' means the current catalogue available in paper and electronic form (India Edition) of the products of the Company and the current stock numbers and prices (Indian Edition) of the Company.

iii. 'Contract' means a contract for the supply of products made between the Company and the customer (s).

iv. 'The Product' means the goods supplied to the Customer by the Company.

B. Headings in these terms and conditions are for ease of reference only and shall not affect in any way the interpretation of the provisions hereof.

A. All tenders and quotations or (Proforma) Invoice (including without limitation, the catalogue) issued by the Company shall be treated as invitations to offer. Unless otherwise expressly stated herein any tender or quotation or Proforma Invoice given by the Company shall not remain open for more than 30 days from the date thereof. A price list or tender or quotation or Proforma Invoice may be withdrawn by the Company at any time before the acceptance by the Company of any order placed with the Company.

B. All Orders placed with the Company shall be in writing, post facsimile transmission, telex or other electronic means and are subject to acceptance by the Company (which may be by notice to the Customer or by delivery of the products(s)) and shall be deemed to be made subject to these terms and conditions. No qualification or conditions contained in any order form, acknowledgement or order or otherwise shall form any part of a contract unless expressly agreed to in writing by an authorised representative of the Company. Only the authorised representatives of the Company are authorised to agree to any variation of these terms on behalf of the Company and unless otherwise expressly agreed to in writing any variation so agreed shall not apply in respect of any other contract or Order subsequent to the Contract or order in respect of which such variation is made.

C. In order to facilitate acceptance by the Company of the order of the Customer such order should state:

i Stock numbers (shown in coloured tint panels in the catalogue)

ii Quantity required in accordance with Sale Unit (SSM) defined in the catalogue

iii Full delivery instructions including choice of carriage by air or surface

iv Place of Final Destination of the products

v Acceptance of the Company's terms of payment

A. The prices quoted by the Company are inclusive of cost of packaging and all duties, rates, dues, charges or taxes arising in connection with the products.

B. Prices would be subject to change without notice. The Company shall be free to issue suitable amendments at any time, on account of any reason and the same shall be applicable for all despatches made thereafter.

C. The Company shall, at the request of the Customer, provide the customer a proforma invoice in respect of the products, and shall for the purposes thereof estimate the costs and charges applicable to the sale of products.

D. Without prejudice to clause C here-in-above, the Company shall be entitled to recover from the customer and the customer shall be obliged to pay any extra costs incurred as a result of the customer: -

i Altering his order; and/or

ii Failing or denying to give the particulars required by the Company to enable it to proceed with the work; and/or

iii Giving additional instructions; and/or

iv Requiring the work to be completed within a shorter period than originally stipulated.

A. In the absence of any agreement to the contrary, payment shall be made by cash or bank draft drawn on a bank in Mumbai. The entire payment shall be made against delivery or in advance.

B. The Company reserves the right to claim interest from the customer, in the event the customer fails to pay any amount on the due date for the payment thereof, such interest to be calculated on such unpaid amount and to accrue on such unpaid amount during the period such amount remains unpaid, at the rate of 18% per annum. In addition to this, for bounced and/or returned cheques/bank draft the Customer will be charged Rs. 100/= together with additional charges, if any, as determined by the Company.

C. Without prejudice to any other rights or remedies of the Company, any failure by the Customer to pay any amount on the due date for the payment thereof shall entitle the company to suspend delivery of the products required to be other wise delivered under the contract. In respect of which such amount is to be paid for as long as the default continues and to treat the contract as repudiated by the customer if the customer fails to pay any such unpaid amount within 14 days of notice by the company.

A. Products will be delivered to the customers through courier or as per the mode specified by the customer in the contract. In the absence of any express or implied provision in the contract the products shall be deemed to have been delivered to the customer when delivered to the customer, or to the agent of, or to any person nominated by the customer, or to the carrier, or when placed at the disposal of the customer. Risk in and responsibility for the products shall vest in the customer in accordance with the terms of each contract and in the absence of any express or implied provision, from the time of delivery.

B. The Company shall use all reasonable endeavours to effect delivery on or before any delivery dates or within any delivery periods stated in the contract but will not be liable (for consequential loss or otherwise) for any delay in delivery. If no dates or periods are specified, delivery shall be made when the products are ready and the company gives no undertaking as to when the products would be ready. Where the products are to be delivered by instalments over a period, the instalment will be reasonably apportioned at the Company's sole option over such period taking into account so far as is reasonable practicable delivery dates requested by the customer. In any event the company may at its option elect to effect partial delivery of any products unless otherwise stated to the contrary in the contract.

C. Where the contract provides for delivery by instalments, the delivery of each instalment shall constitute a separate agreement the terms of which shall be the same as those, mutatis-mutandis, of the Contract so that any failure or defect in any one or more instalments delivered shall not entitle the customer to repudiate the contract nor to cancel any subsequent instalments.

D. If the customer fails to take delivery of the product then the Company may at its sole option and without prejudice to any of its other rights or remedies: -

i Effect delivery of the products by whatever means it thinks most appropriate at the customers' risk and expense; or

ii Arrange storage of the products at the customers' risk and expense;

or

iii By notice in writing elect to treat the contract as repudiated in which event the customer shall be liable to pay the Company by way of damages a sum equal to all costs, losses and expenses incurred by the Company in connection with the contract including but not limited to, all losses or profit which would otherwise have accrued to the Company as a consequence of the performance of that contract.

A. Cancellations or part cancellation of an order can only be accepted after prior negotiation and agreement to terms, which will indemnify the company against any expense incurred in connection with the order. In the event of part cancellation the company reserves the right to invoice for any difference in selling price applicable to the quantity despatched up to the time of cancellation,

B. If the Company has consented to the order cancellation under subclause (A), handling charges of minimum 25% of the amount of the relevant order booked, subject to a minimum of Rs. 100/- will be charged.

A. Notwithstanding that the customer obtains possession of the products, Ownership of the products shall remain with the Company until such time as the Company has received payment in full for the same and all other sums due to it from the Customer. If any such sum is overdue for payment in whole or in part the Company may (without prejudice to any other rights or remedies available to it) recover and re-sell the products or any of them and may without notice enter upon the Customers' premises by its servants or agents for the purpose.

B. If any of the products are sold by the Customer to a third party before ownership of them has passed to the Customer, the customer will account to the Company for the proceeds of sale received up to the total amount outstanding in respect of the products and pending such accounting, will hold the same in trust for the Company.

A. Unless otherwise stated, electrical rating represents normal safe working limits.

B. Dimensions and other physical characteristics are subject to normal Indian and commercial tolerances.

C. Products marked with a n against their descriptions in the Catalogue will be available until stocks are exhausted.

D. Where possible, future design changes will be indicated against the stock number. Such changes may take place during the validity period of the Catalogue.

E. The Company reserves the right without prior notice to discontinue products or to make design changes as part of its continuous programme of product improvement, or to assist product availability.

F. The Company shall, if requested by the Customer in the order for the products placed with the Company, provide to the Customer details of the manufacturer of such products.

G. The information contained in the Catalogue is to the best of the knowledge of the Company, correct at the time of its publication. The Company does not, however, accept responsibility for damage, injury, loss or expense resulting from any error or omissions.

H. The Customer is advised to verify dimensions, ratings and other characteristics of the products prior to their use or incorporation with other products.

A. The warranty contained in the following provisions of this clause is given by the Company in lieu of and to the exclusion of any other representation, guarantees, conditions or warranties whatsoever as to quality of products supplied by the Company or their fitness for any purposes whether such representations, guarantee, conditions or warranties be expressed or implied, statutory or otherwise. Without prejudice to the generality of the foregoing:

i The Customer relies entirely on its knowledge and information as to the suitability of the product for the customers' purposes.

ii Description and/or samples are submitted as indicative of the type and class of products offered and no guarantees or warranty is given that the product supplied will be exactly as described or given as sample and the use of (such description) and/or sample shall not constitute the contract of sale by description or a sale by sample and description.

i Such products have not been used for purposes otherwise than for which they are intended or expressed to be suitable for use.

ii Such products have not been varied, modified or altered.

iii Any damage or defect to such products has not arisen as a result of any act or default or any person other than the Company.

iv The Company has received from the Customer, not later than 12 months from the date of delivery of such products, a claim in writing within 10 days or the date on which the defect became known to the customer, setting out the nature of the defect, any other information which the Company may have stipulated at the time (IV) above in accordance with the provisions of clause 10.

v If the Company so requires, the Customer shall at its on cost and expense deliver such products to the Company within 14 days of the date of the claim referred to in paragraph (iv) above in accordance with the provision of Clause 10.

A. The Company will repair or replace free of charge products lost or damaged in transit provided that:

i Notification of any claim in respect of such loss or damage is given to the Company by the Customer within seven days of delivery of the products to their place of destination or earlier, if so expressly stipulated so as to enable the Company to comply with the carriers' conditions of carriage concerning any claim for loss or damage.

ii The claim in respect of such loss or damage is made in writing to the Company within 10 days of such delivery.

iii The risk in the products has not passed to the Customer prior to the event-giving rise to such loss or damage; and

iv The carrier has not been given a clean receipt for such products.

A. No return of the products may be made (otherwise than as provided for in clause 10) without the prior written consent of the Company. Failure to observe the instructions relating to the returned products as laid down by the Company in each case may result in additional charges being levied.

B. If the Company has consented to the return of the products under subclause (A) credit will only be given by the Company at the invoiced value if the products are received by the Company within 13 days of the date of invoice and are unused, and the packaging of the product is unopened. A handling charge of 25% of the amount of the relevant invoice subject to a minimum of Rs. 100/- will be charged if the packaging has been opened.

C. All products are returned at the risk of the Customer and the Company accepts no responsibility for any loss or damage thereto.

D. Where specific instructions are set out in the catalogue in respect of the return of any product the Customer shall comply with such instructions.

E. The Customer shall remove from any products to be returned any other items and if the Customer fails to do so the Company shall be authorised to do so at the risk of the Customer. The Company assumes no responsibility for the removal of such items nor shall it assume any responsibility in connection with such items.

A. Save as otherwise specified in clause 10, the Company will not be liable for any loss or damage, whether consequential or otherwise sustained by the customer, its employees, agents or representatives or third parties by reason of any breach of contract, misrepresentation or any defect in the products or otherwise notwithstanding the fact that such loss or damage may have been occasioned by the misconduct or negligence of the Company, it's employees agents or representatives or any other person acting on behalf of the Company.

B. As the Company does not manufacturer any product itself the Company does not accept any liability for any damage, and/or loss of, and/or expenses, resulting from products failing to handle data information accurately and without interruption before, during and after January 1, 2005.

C. The Company is not liable for any direct, indirect third party claims arising out of accidents, injury and/or damage, product malfunctioning on using the product supplied by the Company.

Notwithstanding any other provisions of these terms and conditions if the Customer shall be in breach of any provision hereof or of any provision of the contract or shall be adjudicated bankrupt or have a receiving order made against it or if a Customer shall have a receiver or administrator appointed of all or any part of its assets or undertaking or if a petition shall be presented or a resolution passed to wind up the Customer or if the customer shall be in arrears with any sum due and payable by it to the Company or in the opinion of the Company unable to pay his or its debts as they fall due to payment, then (without prejudice) to any other rights or remedies available to the Company.

A. The price of and all other sums payable in respect of the products then supplied by the Company to the Customer shall become immediately due and payable and

B. The Company may without notice terminate all or any part of all or any Contracts and/or cancel deliveries thereunder to the customer.

The Customer shall observe all laws, regulations and requirements imposed in relation to the products, the sale, labelling and storage thereof as applicable within the jurisdiction in which the Customer or products are situated and shall indemnify the Company against all actions, claims, costs, demands and expenses incurred or suffered by the Company arising as a result of the non-compliance by the Customer with its obligations under this clause.

All know-how, information, designs, samples or drawings relating to the products (other than any information, designs or drawings submitted by the Customer) is and shall remain the property of the Company and the Customer shall not copy, use, or disclose any such know-how, information, design or drawing without prior written consent of the Company.

A. All patents, trademarks, trade names, copyrights, signs, emblems, logos and designs ("The Trade Mark") in relation to the Company, the products, the catalogues and/or any of them and any literature supplied by the Company in connection therewith shall be and shall remain the property of the Company.

B. The Customer shall not claim any right or property in or to the Trade Marks or register or cause to be registered in any part of the world any patent, trade mark, trade name, copyright, sign, emblem, logo or design identical or similar to or any colourful imitation of the Trade Mark.

C. The Customer shall ensure that the Trade Marks and all trade marks, trade names or similar devices of the Company or other words or marks affixed to any products shall not be obliterated or obscured without the Company's prior written consent.

D. The Customer shall not add any additional words or marks to any products without the Company's prior written consent.

A. Any notice (which may be made by e-mail, letter or facsimile) to be given by one party to another shall be deemed to have been delivered when despatched (in case of any communications made by e-mail or facsimile) or (in the case of any communication made by letter) when left at the address of that party, at notified to the other party, or if no address has been notified, when left at the address of the last known place of business of the party to whom it is delivered or (as in the case may be) 7 days after being deposited in the post, postage, prepaid, in an envelope addressed to that party at that address.

B. Each communication and document made or delivered by one party or another pursuant hereto and/or any contract shall be in English/Hindi language.

Each contract shall be binding upon and endure to the benefit of each party thereto and its successors and assigns. Provided, however, that neither party shall assign or transfer any of its rights or obligations under any contract without the prior written consent of the other.

The illegality, invalidity or unenforceability of any of the provisions hereof will not invalidate the remaining provisions and the same shall be construed in all respects as if such illegal, invalid or unenforceable provision were omitted and deleted.

No failure or delay by the Company in exercising any right, power or privilege under any contracts shall impair such right, power of privilege or be construed as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power of privilege. The rights and remedies provided in such contract are cumulative and not exclusive of any rights and remedies provided by law.

If the Company is hindered or prevented from performing any contract owing to any act of God, acts of Government, labour dispute, riot, mutiny, war, fire, flood, drought or any other cause (whether or not of a like nature) beyond the reasonable control of the Company or its inability to procure materials or articles required for the performance of the contract, except at the enhanced prices, the Company may, at its sole option delay the performances thereof or cancel the whole or any part of the contract and the Company shall not be held responsible for such delay or cancellation and the Customer shall pay for the products delivered in accordance with the prices stipulated in the contract.

These terms and conditions and each contract shall be governed by and construed in accordance with the laws of India and shall be subject to the exclusive jurisdiction of the Court(s) at New Delhi.