Term & condition
These General Terms and Conditions (“Terms and Conditions“) shall apply to the quotes, quotations, RFQs, Sale of products (“Products”) by Globalmedy unless Globalmedy has executed a separate written agreement with the buyer (“Buyer”) in respect of sale of any Products which categorically supersedes these Terms and Conditions.
On receipt of an enquiry from the Buyer, Globalmedy shall provide a tentative price ExWorks (EXW) quote which shall be valid for a period of thirty (30) days. Within this thirty (30) day period, the Buyer is to provide to Globalmedy the exact quantity of the Products required along with delivery terms, based on which Globalmedy shall provide a revised quote (including freight and insurance, if applicable) and request the Buyer for a purchase order or a prescription, in case of individual Buyer.
Each written signed and stamped purchase order or prescription (“Purchase Order”), is to be accepted by Globalmedy in writing by issuance of a Proforma Invoice. Upon issuance of the Proforma Invoice, the same shall constitute an agreement by the Buyer to purchase the Products subject to these Terms and Conditions.
Any Purchase Order which does not have a valid purchase order number, bill to address and ship to address shall not be accepted by Globalmedy.
Any different or additional terms and conditions referred to in the Buyer’s Purchase Order shall not form part of the agreement between the Parties in relation to the purchase of the Products. The Buyer expressly waives its terms and conditions which shall have no relevance and confirms that only these Terms and Conditions will govern the sale of Products between Globalmedy and the Buyer, unless the same are separately agreed to by Globalmedy in writing at its discretion.
No accepted Purchase Order may be cancelled, varied, or deferred by the Buyer (in whole or in part) except with the agreement in writing of Globalmedy and subject to the payment of corresponding costs incurred by Globalmedy, if any.
The orders shall be processed and Products shall be delivered by Globalmedy to the Buyer ExWorks (EXW) or Cost on Freight (CNF) or Cost Insurance Freight (as may be agreed between the Parties), as per the Incoterms 2020 only after payment of the Price is received in full by Globalmedy unless the Buyer is entitled to credit, in which case the Products will be delivered only after Globalmedy receives the Proforma Invoice duly signed and stamped as “Accepted” by the Buyer.
In the event the Buyer fails to take or accept delivery of any order of Products in case of delivery EXW or fails to notify Globalmedy to ship the Products in case of delivery of Products on CNF or CIF basis, within thirty (30) days of notification to the Buyer that the Products are ready for shipping, Globalmedy may store such products at the Buyer’s risk in a warehouse or upon Globalmedy’s premises. In such an event, the Buyer shall pay to Globalmedy USD 200 (or equivalent in the billing currency of the buyer) per week to cover all handling, transportation, storage and insurance costs after the above mentioned thirty (30) day period of free storage upon submission of invoices by Globalmedy. Alternatively, Globalmedy reserves the right to ship the orders to the Buyer via common carrier at the Buyer’s expense, thirty (30) days after notification to the Buyer that said Products are ready for shipment.
Globalmedy may make delivery in installments and each installment may be separately invoiced and paid for without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve the Buyer of his obligations to accept subsequent deliveries.
All delivery dates are approximate dates only, estimated in good faith to the best of Globalmedy’s ability and time for delivery shall not be deemed to be of the essence. Globalmedy shall neither be liable for any delay in delivery of the Products howsoever caused nor shall the Buyer be entitled to refuse to accept the Products due to delay in delivery.
Risk and Title
Title to the Products shall be transferred to the Buyer upon Globalmedy’s receipt of the Price of the Products in full.
Notwithstanding that title therein may not yet have passed to the Buyer, the risk of loss or damage to the Products shall be transferred to the Buyer in accordance with the delivery terms EXW or CNF or CIF as per Incoterms 2020 as agreed between Globalmedy and the Buyer.
Price and Payment Terms
The price of the Products will be that as set out in the Proforma Invoice or any increased price as notified by Globalmedy to the Buyer (“Price”). Globalmedy shall have a right, by giving written notice to the Buyer to revise the Price of any Products anytime before delivery to reflect any increase in cost to Globalmedy which is due to new or increased taxes or Government order or notification or any change in delivery dates, quantities or specifications for the Products requested by the Buyer and accepted by Globalmedy.
The Price will include delivery on an EXW or CNF or CIF basis (as the case maybe) as well as taxes.
The Buyer is to pay the Price in full (without set-off or deduction of any kind) within ten (10) days of issuance of the Proforma Invoice, unless the Buyer is entitled to credit, in which event payment is to be made as per credit line extended to the Buyer.
The time of payment shall be of the essence and in the event Price is not paid within ten (10) days of receipt of Proforma Invoice by the Buyer, Globalmedy shall be entitled to revise the Price of the Products at its discretion and issue a revised Proforma Invoice to the Buyer. In case of credit payments, any failure by the Buyer to pay Globalmedy by the due date shall entitle Globalmedy, without limiting any other remedy available to it to charge interest at the rate of eighteen (18%) per annum calculated from the date payment is due until the date of receipt of payment by Globalmedy.
Additionally, Globalmedy shall be entitled to set off any amount owed by it to the Buyer against any amount owed by the Buyer to Globalmedy on any account whatsoever and/or immediately terminate the order, or suspend or cancel the further delivery of any Products to the Buyer.
Globalmedy shall not be liable to the Buyer or be deemed to be in breach by reason of any delay in performing or any failure to perform any of its obligations hereunder, if such delay or failure was due to any cause or circumstance beyond Globalmedy’s reasonable control including but not limited to act of God, natural disaster, explosion, flood, typhoon, earthquake, tempest, fire, accident, outbreak of an epidemic or pandemic, war or threat of war, sabotage, insurrection, civil disturbance, acts, restrictions, regulations, byelaws, prohibitions or measures of any kind imposed by the government or any municipal, local or other regulatory authority, import export restrictions, strikes, lockdown, lockouts or other industrial actions or trade disputes or difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure or breakdown in machinery, etc. (“Force Majeure Event”).
In case of a Force Majeure Event, the delivery date shall be extended for the duration of the delay caused by said Force Majeure Event. If the Force Majeure Event continues for a period of forty-five (45) days, Globalmedy may terminate the pending orders by written notice to the Buyer.
Representation and Warranties
Globalmedy represents that its Products shall conform to the description of such products as provided to the Buyer by Globalmedy in Globalmedy’s product listing. Except as expressly provided in these Terms and Conditions, Globalmedy does not give any further representations or warranties and all warranties, conditions, representations or other terms implied by statute or law or otherwise are excluded to the fullest extent permitted by law and Globalmedy shall not be liable to the Buyer in respect of any such matters.
Damages and Liability
Save as provided in this clause and the clause on Indemnity below, Products once delivered cannot be returned or replaced.
The Buyer shall be responsible for ensuring that its representative checks the products for obvious damage on delivery.
In the event any of the Products are shown to the satisfaction of Globalmedy to be damaged at the time of delivery of the Products to the Buyer, Globalmedy may at its option and sole discretion replace the damaged products or credit that proportion of the Price of the damaged Products. Globalmedy shall have no further liability, except for replacement of damaged products at its discretion as set out herein.
All such claims for damages are to be made in writing along with supporting evidence within two (2) days of delivery to the Buyer. Any claim for damage should be accompanied with photo of outer packing / carton in which the product was shipped by Globalmedy.
Globalmedy shall not entertain any claims after the said period of two (2) days. The above however shall not apply to Products which in Globalmedy’s opinion have been (i) misused or subject to neglect, improper or inadequate care or (ii) dealt with, used or stored contrary to good trade practice or any oral or written instructions of Globalmedy or the manufacturer or (iii) adversely affected by anything done or not done after the Products have been delivered by Globalmedy.
Globalmedy shall not in any event be liable for direct, indirect, incidental or special damages of any kind resulting from any use of the Products including, without limitation, liability for loss of use or loss of business, revenue or profits.
The Buyer hereby indemnifies and agrees to indemnify and keep harmless Globalmedy, including its directors, officers, employees and agents, from any claims asserted by third parties for damages, costs and expenses (including legal fees) in connection with the use of the Products and/or further processing and use of the Products and/or the integration or combination of the Products with other medical products or with any other products.
If the Buyer makes a composition or voluntary arrangement with its creditors or becomes bankrupt or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction) or a receiver, corporate insolvency resolution professional (interim or otherwise) or administrator is appointed, of any of the property or assets of the Buyer or the Buyer ceases, or threatens to cease, to carry on business or an application for corporate insolvency resolution is made in respect of the Buyer, Globalmedy shall be entitled to cancel any pending orders or suspend any further deliveries without any liability to the Buyer, and if the Products have been delivered but not paid for, the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
Any notice required or permitted to be given by either party to the other under these Terms and Conditions shall be in writing addressed to that other party at its registered office or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
No waiver by Globalmedy of any breach by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of these Terms and Conditions is held by a court or other 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 provision in question shall not be affected thereby.
Governing Law and Jurisdiction
These Terms and Conditions shall be governed by the laws of India. Subject to clause (b) below, the courts at Mumbai shall have exclusive jurisdiction.
Any dispute arising out of or in connection with these Terms and Conditions, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in accordance with the Arbitration Rules of the Mumbai Centre for International Arbitration (“MCIA Rules”), which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Mumbai, India. The Tribunal (as defined in the MCIA Rules) shall consist of a sole arbitrator jointly appointed by the Parties. The language of the arbitration shall be English. The law governing this arbitration agreement shall be the Arbitration & Conciliation Act, 1996, as amended, modified, or replaced from time to time.
Term & condition For Purchase
Scope and Application
These General Terms and Conditions (“Terms and Conditions”)shall apply to all purchase of Products by Globalmedy Pharmaceuticals Limited (“Globalmedy”), from a Vendor, whether local or international.
The Vendor acknowledges and agrees that its use of its own general terms and conditions of sale on documents and in any correspondence with Globalmedy is a matter of administrative convenience only and is not intended by the Vendor to qualify or amend these Terms and Conditions in any way.
No other terms, whether or not contained in any offer, proposal, bid, estimate, acknowledgment, confirmation or invoice or other communication given by the Vendor, shall in any way modify or supersede any of these Terms and Conditions or otherwise be binding on Globalmedy. Globalmedy hereby explicitly rejects all such other terms unless it has explicitly accepted such other terms in writing duly signed by its authorized representative.
Business Day means anyday on which banks in Bhopal, India are open for business.
“Contract” means any Purchase Order issued by Globalmedy read with these Terms and Conditions and any special terms and conditions separately communicated by Globalmedy to the Vendor in writing. In case of any inconsistency or conflict between the Purchase Order, these Terms and Conditions and special terms & conditions (if any), the following order of preference shall apply (i) special terms & conditions, (ii) these Terms and Conditions and (iii) Purchase Order.
“Products” means all products specified in the Purchase Order for delivery to Globalmedy.
“Purchase Order” means Globalmedy’s order to the Vendor for the supply of the Products.
“Vendor” means any individual, partnership, limited liability partnership, limited liability company, firm, trust, joint venture, company, government, governmental body, agency or instrumentality, unincorporated body of persons or association, or other legal/business entity whether based in India or overseas who will supply the Products to Globalmedy pursuant to the Contract.
Globalmedy shall issue a Purchase Order to the Vendor for every purchase of Products, The Vendor shall confirm acceptance of the Purchase Order within three (3) Business Days from its receipt, failing which the Purchase Order shall be deemed accepted by the Vendor.
Globalmedy can make changes in any accepted Purchase Order. If any changes cause an increase or decrease in the cost or the time required for performance of Purchase Order, an equitable adjustment shall be made and the Purchase Order shall be modified in writing accordingly.
The Products shall be delivered on the date stipulated in the Purchase Order (“Delivery Date”). In case of local purchases, the Products shall be delivered to Globalmedy’s Warehouse at the Vendor’s costs and in case of international purchases, the Products shall be delivered to Globalmedy’s Warehouse on cost and freight basis (CFR) as per the Incoterms 2020.
The Vendor shall transport and deliver the Products strictly as per product requirement and take all necessary steps to prevent infiltration of counterfeit/spurious drugs during transport.
Delivery time is of the essence and if a delay in supplies is expected, the Vendor shall give written notice of such delay as soon as he becomes aware of the same, but no later than two (2) Business Days prior to the date of delivery as specified in the Purchase Order and Globalmedy may choose whether to continue with the order or not.
If the Vendor fails to supply the Products on the Delivery Date or fails to supply the agreed quantity of the Products on the Delivery Date, then Globalmedy reserves the right to procure same or similar products from a third party vendor and recover from the Vendor the difference in price (if any) between that paid by Globalmedy to such third party and that agreed with the Vendor. In such case the Globalmedy shall be under no liability to accept the Products from the Vendor post the Delivery Date.
The rights reserved above shall be without prejudice to Globalmedy’s right to receive liquidated damages equivalent to the replacement value of the Products as purchased from a third party, as compensation for loss/damage suffered by it in connection with delayed supplies or failure to supply the agreed quantities of Products. The aforesaid is in addition to any other remedy available to Globalmedy in law or equity.
Partial supplies of the Products are not allowed without a prior written consent of Globalmedy.
Each delivery of Products must be accompanied by the manufacturer’s test reports for chemical analysis and the following documents, where available and/or if pre-agreed by Globalmedy and the Vendor prior to or at the time of issuance of the Purchase Order viz. Certificate of Analysis, GMP certificates and free sell certificates. Further, the Vendor will also send the necessary documents as applicable under various tax laws (viz. excise, custom and sales tax etc.) in force such as GST registration of the Vendor, Vendor’s drug license, along with the shipment to enable Globalmedy to take duty credit (if applicable)
Globalmedy has the right to retain payment to the Vendor (in part or in full) till such time that the Vendor has not satisfied Globalmedy with adequate documentary evidence establishing that the Vendor has complied with the requirements of GST (Goods and Services Tax). Further, if Globalmedy is unable to claim credit due to non-payment of GST or non-submission of documents by the Vendor, Globalmedy can deduct an amount equal to such credit from payments due to the Vendor.
Globalmedy shall be under no obligation to accept Products received by the Vendor in excess of the quantity ordered and such Products shall remain at Globalmedy’s Warehouse at the Vendor’s entire risk. If the Vendor does not arrange to collect the excess quantity of Products within ten (10) Business Days, Globalmedy shall have the right to dispose of the Products as it deems fit and to charge the Vendor an amount equivalent to 10% of the value of the Products for every day that the Products are lying at the Warehouse of Globalmedy. Globalmedy shall be entitled to adjust such amount from any payments due by Globalmedy to the Vendor.
The Products at the time of delivery, must have minimum 2/3rdunexpired shelf life from the date of manufacture.
Invoicing and Payment Terms
Each Purchase Order will be charged separately, and the price of the Products shall be that as set out in the Purchase Order (“Price”). No exchange rate fluctuation shall entitle Vendor to make a change to the Price.
Invoices shall be submitted in duplicate (conspicuously marked original & duplicate) duly signed to Globalmedy at the address mentioned on the Purchase Order simultaneously with or after delivery of the Products. Each invoice must specify the purchase order number, [.].
Subject to clause 4 above, invoices shall be paid within fifteen (15) Business Days from the date of receipt. Payment of invoices will be made by bank transfer only.
Globalmedy shall be entitled to deduct applicable taxes including withholding taxes from the Vendor’s payments and provide the relevant tax certificate to the Vendor.
Any taxes, freight and all other charges arising out of return of defective Products or replacement of Products will be borne by the Vendor. If this is not done, the said amount will be deducted or set off from any payment due to Vendor by Globalmedy.
The Vendor shall ensure that the packaging of the Products is of good quality and as required by industry standards and should be designed to ensure optimum safety of the Products and should be able to withstand normal hazards in transit up to delivery destination. The Products should be packed and marked with proper labelling in accordance with the Drugs and Cosmetics Act, 1940 (“Act”) and the Drugs and Cosmetics Rules, 1945 (“Rules”) and WHO GDP (as defined below) for pharmaceutical products and other applicable laws and regulations, issued from time to time. The Vendor shall be solely responsible for misbranding/defective labelling and packing of the Products including recall and regulatory directives and actions.
All Products should be delivered in original company packing and the seals should be intact at the time of delivery. If any open or broken seals are noticed at the time of delivery, those Products shall be deemed to be damaged and returned by Globalmedy in accordance with the provisions of clause 7 below.
In case of cold storage Products, the Products are to be packed in packaging recommended by Globalmedy and should be sealed. The Vendor should ensure that the cold storage Products are transported in special vehicles where temperature is maintained during transit and an adequate record of the same is maintained. The Vendor shall furnish to Globalmedy the record of temperature monitoring promptly when requested by Globalmedy.
No charges will be paid by Globalmedy for packing, crating or cartage unless otherwise agreed by it writing duly signed by its authorized representative.
Defects, Return and Replacement of Products:
On receipt of the Products, Globalmedy shall check the Products externally such as seal of the Product, quantity, temperature (in case of cold chain products), batch number, expiry date. Globalmedy shall also perform an internal check where the integrity of the pack and damages to the primary pack are checkedand shall also rely on the manufacturer’s test reports for chemical analysis.
If Globalmedy notices any defect or damage based on the checks set out above, Globalmedy shall immediately notify the Vendor of the same in writing and at its option may require replacement of defective, damaged Products. The Vendor shall at its own costs, promptly and not later than three (3) Business Days of receipt of notification from Globalmedy provide a replacement of the damaged or defective stock of Products. Globalmedy shall also be entitled to claim from the Vendor liquidated damages at the rate equal to the price at which Globalmedy has agreed to onward sell the Products to a third party, for damage or loss suffered by it as a result of supply of defective or damaged Products.
Recall and Customer Complaints
The Vendor shall be solely responsible for quality, safety and efficacy of the Products and compliance of applicable law in relation to supply of the Products.
If Globalmedy receives any complaint or request for recall relating to a Product or batch of Products, Globalmedy shall immediately give written notification to the Vendor and pass on the complaint to the Vendor. Likewise, Similarly, if the Vendor receives any recall order from the FDA or other governmental/statutory or regulatory authority or any third party for any of the Products or any batch of Products, the Vendor shall immediately notify Globalmedy in writing of such recall or modification with a request to stop further distribution of the batch of recalled Products and to call back any of the batch of recalled Products already sold by Globalmedy.
The Vendor shall be solely liable and responsible in respect of rejection of any Product or batch of Products by the importing country or local Indian dealer, recall of Products or any non-compliance under the provisions of the Act, Rules and any guidelines, regulations, notifications, orders etc issued from time to time. Further, the Vendor shall take all necessary and appropriate steps with all stake holders including national and international regulators, in respect of the rejection, recall of the Products, and/or replacement of non-complying and/or defective Products. The Vendor shall reimburse to Globalmedy the Price of the affected Products and costs including but not limited to costs of removal and return of the affected Product(s) back to the Vendor.
Upon reasonable notice to the Vendor, Globalmedy or Globalmedy’s independent inspection service or authorised third party auditor may inspect and audit the Vendor’s plants/manufacturing facilities where the Products are manufactured and warehousing facilities where the Products are stored and review and audit the records of the Vendor, as part of Vendor qualifications. The Vendor shall cooperate with Globalmedy and maintain all documents and records for the purpose of inspection and review. If any such inspection reveals that the processes, procedures, or practices used by Vendor fail to conform to the Act and Rules, relevant published generals or industry standards, Vendor shall upon demand by Globalmedy take all reasonable corrective measures. Globalmedy’s inspection shall not affect or release Vendor from any of the obligations of Vendor with respect to the Products. Globalmedy shall have the right at its sole discretion without any liability to terminate the Contract or cancel any Purchase Order based on its inspection and audit of the Vendor’s plant and records.
The Vendor shall take out a suitable insurance policy in an adequate amount, in respect of its business regarding sale of the Products, with a reputedly solvent insurance company and shall maintain it throughout the term of the Contract.
Unless otherwise agreed, the Vendor is liable for insurance of the Products till the Products are delivered at Globalmedy’s Warehouse or any other place specified by Globalmedy. The Vendor shall produce the certificate of insurance related to the ordered Products, at the first request of Globalmedy.
The Vendor is not an exclusive vendor of Globalmedy and Globalmedy shall be free to procure identical or similar Products from any third party.
Transfer of Title and Risk
Title to and risk in the Products shall remain with the Vendor until they are delivered at the Warehouse of Globalmedy and a nominated representative of Globalmedy signs a [delivery note], at which point they shall transfer to Globalmedy.
The Vendor shall not, directly and/ or indirectly, sell, agree to sell, assign, transfer, sub-let, pledge, create a lien or otherwise encumber in any manner whatsoever or suffer a lien upon, the ordered Products.
The Vendor shall be entitled to use subcontractors for discharging its obligations, only upon a prior written consent of Globalmedy. Even where such a consent is granted, Vendor is liable for due supply of the Products and observance by approved subcontractors of all the terms and conditions of the Contract as if Vendor himself supplied the Products.
Compliance of Laws
Vendor shall, and shall ensure that it and its employees, agents and approved sub-contractors shall, when working in connection with the Contract, comply with all applicable laws, rules, regulations and guidelines including but not limited to environmental, occupational health and safety legislation, child labour laws, anti-corruption laws, environmental laws, export-control laws. In particular the Vendor shall comply with The Drugs and Cosmetics Act, 1940 and The Drugs and Cosmetics Rules, 1945 as amended, modified or re-enacted from time to time, in respect of quality, safety and efficacy of the Products. The Vendor shall provide evidence of compliance with applicable laws (including but not limited to permits, inspections, certificate of analysis etc) on the request of Globalmedy.
The Vendor shall supply the Products to Globalmedy by following Good Distribution Practices (GDP) by World Health Organisation (“WHO GDP”) and good distribution practice guidelines of Central Drugs Standard Control Organisation (“CDSCO”) as well as data integrity guidelines and quality risk management principles.
As regards drugs meant for export, the Vendor shall in addition to what is stated in 15.1 and 15.2 above, follow respective country regulations pertaining to quality, safety, efficacy of drugs and international commerce regulations.
The Vendor shall promptly inform Globalmedy of any action initiated by or against them by any governmental, statutory or regulatory body or any other third person. Such information shall be given by the Vendor to Globalmedy no later than 2 days from the date of initiation of the action.
Representation & Warranties
Vendor represents and warrants to Globalmedy that:
Vendor is licensed, registered, or qualified under local law, regulations, policies, and administrative requirements to manufacture and supply the Products, and no regulations or other obligations prohibit it from providing such Products;
Vendor is qualified to supply the Products to Globalmedy, has the relevant approvals, licenses and registrations, has obtained all necessary permissions, consents, authorizations and registrations, has made the relevant notifications necessary for the discharging of the obligations resulting from the supply of the Products and such approvals, licenses and registrations are fully valid and effective;
no claim, suit, proceedings, or investigations by government/regulatory bodies exists, nor is the Vendor aware that any such claim, suit, proceedings, or investigations by government/regulatory bodies is imminent that could have a deleterious effect on the Vendor’s ability to perform his obligations according to the Contract or which would cause the invalidity or unenforceability of the Contract;
the supply and delivery of the Products by the Vendor to Globalmedy shall be in compliance with applicable laws, rules and regulations.
it will only use duly qualified, trained and experienced persons for the supplies of the Products specified in the Contract. The Vendor shall ensure that its employees, authorised sub-contractors exercise such a standard of due care which Vendor is bound to in the Contract, in connection with the supplies of the Products specified in the Contract.
Supplying the Products under the Contract is in no conflict with other obligations of the Vendor and that execution of the Contract is in no conflict with the terms and conditions stipulated in any agreement entered into by the Vendor with a third party.
the Products or their use, sale or consumption, pursuant to the Contract do not and will not infringe any patent, trademark, copyright, design or other intellectual property right and there is no unauthorized use of proprietary rights of any third party.
Neither party shall be liable to the other for its failure to perform as a result of an act of war, hostility, terrorism, riots, pandemic, civil disorders or blockages, act of God, fire, flood, earthquake or other natural catastrophes, acts of government, (each a “Force Majeure Event”) which acts are outside the control of the obligated Party and have a material impact on the performance of the obligated Party. However, if either Party is unable to perform its obligations due to a Force Majeure Event for a period of sixty (60) days or more, the other Party shall be entitled to terminate the Contract by notice in writing to the non-performing Party.
Globalmedy may terminate the Contract or any part thereof without liability to the Vendor in any of the following events:
If the Vendor becomes bankrupt or goes into liquidation or if a receiver or administrator is appointed for any of the assets of the Vendor or the Vendor ceases or threatens to cease to carry on business or if a corporate insolvency resolution is made in respect of the Vendor.
If the Vendor fails to comply with any of the terms and conditions of the Contract
If the Vendor fails to deliver the Products on the Delivery Date or delivers less than the agreed quantity of the Products.
If the Vendor delivers damaged or defective Products or Products that do not conform to the Purchase Order/Contract.
In case of any customer complaint or recall of the Products.
If the Vendor sells or offers to sell a material portion of its assets or is subject to a direct change of ownership of it shares resulting in 50% or more of its issued share capital becoming legally or beneficially the property of the new owner.
In the event of termination as set out above –
Globalmedy shall have the option whether to take delivery of all finished products for which Purchase Orders had already been placed or to cancel all pending Purchase Orders.
Globalmedy shall not be liable to the Vendor for any damages sustained by reason of the termination.
Globalmedy shall have all rights and remedies provided at law and in equity including the right to claim damages.
Nothing in the Contract shall constitute or be construed as constituting an agency, partnership, joint venture, master-servant or employer-employee relationship between Vendor and Globalmedy.
Vendor shall indemnify, defend and hold harmless, on demand, Globalmedy and its officers, directors, employees and agents from any losses, costs, damages, fees or expenses, including reasonable attorneys’ fees arising out of any claim relating to (i) delay or failure to deliver the Products or agreed quantity of the Products (ii) any breach of the Contract by Vendor; (iii) breach of any warranty as provided herein or otherwise provided by law; (iv) any violation of any applicable laws, regulatory approvals, rules or regulation in performance of the Contract by Vendor, its employees or agents; or (v) negligence, fraud, misrepresentation or willful default by Vendor, its employees or agents (vi) claims by third parties that the Products cause damage/harm to property or bodily injury or are unfit for consumption (vii) recall of the Products (viii) third party claims that the Products infringe third party intellectual property rights
Governing Law and Dispute Resolution
The Contract is governed by and shall be construed in accordance with the laws of India and subject to clause 21.2 below, the courts at Mumbai shall have exclusive jurisdiction.
Any dispute arising out of or in connection with the Contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in accordance with the Arbitration Rules of the Mumbai Centre for International Arbitration (“MCIA Rules”), which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Mumbai, India. The Tribunal (as defined in the MCIA Rules) shall consist of a sole arbitrator jointly appointed by the Parties. The language of the arbitration shall be English. The law governing this arbitration agreement shall be the Arbitration & Conciliation Act, 1996, as amended, modified, or replaced from time to time.
Any notice required or permitted to be given by either party to the other under the Contract shall be in writing addressed to that other party at the respective addresses set out in the Purchase Order.
No waiver by Globalmedy of any breach by the Vendor shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected thereby.
The Vendor shall not without the express prior written consent of Globalmedy, assign to any third party the Contract or any part thereof or any right, benefit, obligation or interest therein or thereunder.