Sales Invoice Terms and Conditions

1. Definitions

"Supplier" refers to the Binary Global Limited, issuing this sales invoice.
"Buyer" refers to the entity receiving the goods or services and responsible for payment.
"Invoice" refers to the sales invoice issued by the Supplier to the Buyer for the sale of goods or services.

2. Invoice Term

The Invoice constitutes a request for payment for goods or services provided by the Supplier to the Buyer, in accordance with the terms agreed between the parties.
Payment terms and conditions specified on the Invoice shall be deemed to be incorporated into and form part of the agreement between the Supplier and the Buyer.

3. Payment Terms

Payment for the Invoice shall be made within [specify number of days, e.g., 30 days] from the date of the Invoice unless otherwise agreed in writing.
Invoices shall be issued in accordance with the agreed terms and include all relevant details as specified by the Supplier.
All payments shall be made in Indian Rupees (INR) and shall be made to the bank account details provided on the Invoice, unless specified otherwise
Penalty for Late Payment: If payment is not received by the Supplier within the specified payment term, the Buyer shall be liable to pay interest on the overdue amount at a rate of 24% per annum, calculated on a daily basis from the due date until the date of actual payment.

4. Delivery and Acceptance

The Supplier shall deliver the goods or perform the services in accordance with the terms specified in the Invoice.
The Buyer shall inspect and test the goods or services upon delivery. If the Buyer does not provide written confirmation of acceptance or written notice of any discrepancies within 3 days from the date of receipt of the goods or services, it shall be assumed that the goods or services are accepted by the Buyer and no dispute regarding the quality or quantity shall be raised thereafter.
The Buyer acknowledges that any claims related to the goods or services must be made within the 3-day period specified. No claims or disputes will be entertained after this period.

5. Anti-Bribery and Corruption

The Supplier represents and warrants that neither it nor any of its employees, agents, or representatives has engaged or will engage in any form of bribery or corruption in connection with the issuance of the Invoice or the performance of the related transaction.
The Supplier agrees to comply with all applicable anti-bribery and anti-corruption laws and regulations, including but not limited to the Prevention of Corruption Act, 1988, and any amendments thereto.
In the event of a breach of this clause, the Supplier may terminate the relevant contract or agreement immediately and seek damages for any losses incurred as a result of such breach.

6. Material Supplied as Received from OEM

The Supplier provides the goods as received from the Original Equipment Manufacturer (OEM). The Supplier makes no warranties or representations regarding the goods beyond those provided by the OEM.
Any disputes or issues arising due to manufacturing defects or other defects related to the OEM's goods shall be addressed by the OEM directly. The Supplier will assist the Buyer in liaising with the OEM to resolve such issues but will not be liable for any defects or issues related to the OEM’s manufacturing process.
The Supplier’s responsibility is limited to providing assistance in obtaining support from the OEM and facilitating the resolution of disputes with the OEM.

7. Dispute Resolution

Any disputes arising out of or in connection with the Invoice or the related transaction shall first be resolved through amicable negotiations between the parties.
If the dispute cannot be resolved through negotiations within 30 days, the parties agree to submit the dispute to mediation in accordance with the Mediation and Conciliation Rules under the Arbitration and Conciliation Act, 1996.
If mediation fails to resolve the dispute, it shall be submitted to arbitration in accordance with the Arbitration and Conciliation Act, 1996. The arbitration shall be conducted in New Delhi, India, and the award shall be final and binding on both parties.
The Supplier shall not be liable for any consequential, indirect, or punitive damages arising out of or in connection with the Invoice or the related transaction.

8. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under the Invoice if such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, strikes, or other labor disputes.
The affected party shall promptly notify the other party of the occurrence of a force majeure event and take all reasonable steps to mitigate its effects.
If the force majeure event continues for more than [specify duration, e.g., 30 days], either party may terminate the relevant contract or agreement without liability.

9. Warranties and Representation

The Supplier warrants that the goods or services provided are free from defects in material and workmanship and conform to the specifications as set out in the agreement between the parties.
The Supplier further warrants that it has the authority to issue the Invoice and that the performance of its obligations under the related agreement will not infringe any third-party rights.
The Supplier’s liability for any defects or issues with the goods or services is limited to the remedy specified in the relevant contract or agreement.

10. Limitation of Liability

Supplier will have no liability for:
(i) failure to allocate or reserve any product for purchaser;
(ii) failure to deliver products within a specified time period;
(iii) availability and/or delays in delivery of products,
(iv) discontinuation of products, product lines, or any part thereof; or
(v) cancellation of any orders
(vi) any data loss, security breaches, online fraud, or unauthorized access to the purchaser’s systems or information, including any claims for compensation arising from such incidents, to the extent that they result from or are related to the services, equipment, or software provided by the Supplier. Supplier shall not be liable to purchaser, purchaser's customers, or any other party for any loss, damage to property or otherwise, or injury including bodily injury/death that results from the use or application by purchaser, purchaser's customer, or any other party, of products delivered to purchaser. In no event shall Supplier be liable to purchaser, purchaser's customers or any other party for loss, damage, or injury of any kind or nature arising out of or in connection with these terms and conditions, or any agreement into which they are incorporated, or any performance or non-performance under these t&c by Supplier, its employees, agents or subcontractors, in excess of the net purchase price of the product or service actually delivered to and paid for by purchaser hereunder. In no event, whether as a result of breach of contract, warranty, tort, strict liability, statute or otherwise, shall Supplier be liable to purchaser or any other party for indirect, special or consequential damages, including, but not limited injury to persons or property, business interruption or damage to business reputation or to loss of good will, loss of data, or security breach, loss of anticipated profits, or other economic loss arising out of or in connection with Supplier ‘s breach of, or failure to perform in accordance with any of these terms and conditions, or the furnishing, installation, servicing, use or performance of any products or information. Supplier shall provide hereunder, and even if Supplier has been advised of the possibility of such damages. purchaser hereby expressly waives any and all claims for such damages. in no event shall Supplier have any liability for any products used for aviation, medical, lifesaving, life-sustaining or nuclear applications. this provision shall survive any termination of these t&c.

11. Confidentiality

Both parties agree to keep confidential any information disclosed by the other party that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information.
The confidentiality obligations shall survive the termination of the relevant contract or agreement.

12. Indemnification

The Supplier agrees to indemnify, defend, and hold harmless the Buyer from and against any claims, damages, liabilities, and expenses arising out of or in connection with any breach of the Supplier’s obligations under the related agreement.
The Buyer agrees to indemnify, defend, and hold harmless the Supplier from and against any claims, damages, liabilities, and expenses arising out of or in connection with the Buyer’s use of the goods or services provided under the Invoice.

13. Governing Law

The Invoice and any related agreement shall be governed by and construed in accordance with the laws of India.
Any legal proceedings arising out of or in connection with the Invoice shall be subject to the exclusive jurisdiction of the courts in New Delhi, India.

14. Entire Agreement

The Invoice, along with any associated terms, constitutes the entire agreement between the parties concerning the transaction and supersedes all prior negotiations, representations, or agreements, whether written or oral.

15. Amendments

Any amendments to the terms of the Invoice must be made in writing and signed by authorized representatives of both parties.

16. Severability

If any provision of the Invoice or related agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

17.Notices

All notices under the Invoice or related agreement shall be in writing and sent to the addresses specified in the Invoice or as otherwise notified by the parties.