1. Introduction

These Terms of Purchase ("Terms") govern all purchases made by KeyLeerKorb Enterprises/KeyLeerkart ("Buyer") from vendors, manufacturers, and independent brokers ("Seller"). By accepting a purchase order from KeyLeerKorb Enterprises, the Seller agrees to comply with these Terms.

2. Purchase Orders

∙  Order Acceptance: All purchases are initiated through a written purchase order ("Order") issued by the Buyer. The Order constitutes the Buyer’s offer to purchase the specified goods or services. Acceptance of the Order by the Seller, including through shipment of goods or commencement of services, constitutes acceptance of these Terms.

∙  Order Confirmation: The Seller must confirm acceptance of the Order by issuing an order confirmation or sales order within three (3) days. If no confirmation is received within this period, the Buyer reserves the right to cancel the Order without liability.

3. Pricing and Payment

∙  Pricing: The price of goods or services shall be as stated in the Order. Prices are fixed and include all applicable taxes, fees, and delivery costs unless otherwise agreed in writing.

∙  Payment Terms: Payment shall be made ninety (90) days after receipt of the goods or services and the invoice, whichever is later, unless otherwise specified in the Order. All invoices must reference the Order number and provide a detailed breakdown of the charges.

∙  Discounts: Any early payment discounts or other agreed-upon incentives must be clearly stated in the Order or invoice.

4. Delivery and Performance

∙  Delivery Date: The Seller must deliver the goods or perform the services on the date specified in the Order. Time is of the essence.

∙  Packaging and Shipping: All goods must be properly packed and labeled according to industry standards to prevent damage during transit. The Seller is responsible for any damage due to improper packaging.

∙  Title and Risk: Title and risk of loss for the goods pass to the Buyer upon receipt and acceptance at the Buyer’s designated delivery location.

5. Inspection and Acceptance

∙  Inspection: The Buyer reserves the right to inspect the goods or services upon delivery or completion. Inspection may include testing and quality checks.

∙  Rejection: If the goods or services do not conform to the Order or these Terms, the Buyer may reject them and request a refund or replacement at the Seller’s expense.

6. Warranties

∙  Goods Warranty: The Seller warrants that all goods supplied will be of merchantable quality, free from defects, and conform to the specifications in the Order. The minimum warranty period is 365 days from the date of delivery unless otherwise specified in the Order.

∙  Services Warranty: The Seller warrants that all services will be performed with due care, skill, and diligence, in accordance with industry standards.

7. Compliance with Laws

The Seller must comply with all applicable laws, regulations, and industry standards in the manufacture, sale, and delivery of goods or services. This includes but is not limited to labor laws, environmental regulations, and product safety standards.

8. Confidentiality

The Seller agrees to keep all information related to the Order, including prices, quantities, and specifications, confidential and not disclose it to any third party without the Buyer’s prior written consent.

10. Termination

∙  For Convenience: The Buyer may terminate the Order, in whole or in part, at any time for its convenience. The Seller will be compensated for any work completed up to the termination date.

∙  For Cause: The Buyer may terminate the Order if the Seller fails to comply with these Terms or any specific Order requirements. In such cases, the Seller is responsible for any additional costs incurred by the Buyer to source replacement goods or services.

11. Governing Law

These Terms are governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.

12. Dispute Resolution

Any disputes arising from these Terms or the Order will be resolved through arbitration by the Indo-German Chamber of Commerce. The arbitration will take place at the nearest chamber location mutually agreed upon by both parties, with proceedings conducted in English. The decision of the arbitrator(s) will be final and binding on both parties.

13. Miscellaneous

∙  Amendments: Any amendments to these Terms must be in writing and signed by both parties.

∙  Entire Agreement: These Terms, together with the Order, constitute the entire agreement between the Buyer and the Seller regarding the purchase and supersede any prior agreements or communications

1. Introduction

These Terms of Sale ("Terms") govern all sales of goods and services by KeyLeerKorb Enterprises ("Seller") to the customer ("Buyer"). By placing an order with KeyLeerKorb Enterprises, the Buyer agrees to comply with these Terms.

2. Orders and Acceptance

∙  Order Placement: All orders must be submitted in writing via email, online platform, or other agreed-upon methods. The Buyer’s order constitutes an offer to purchase the specified goods or services.

∙  Order Confirmation: The Seller will confirm acceptance of the Buyer’s order by issuing an Order Confirmation or Sales Order within three (3) business days. The sale is not binding until the Order Confirmation is issued.

3. Pricing and Payment

∙  Pricing: Prices for goods or services are as stated in the Order Confirmation. Prices are always Ex Works (EXW) unless otherwise specified. Delivery charges are subject to change based on current shipping rates.

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Payment Terms:

o  Advance Payment: Payment must be made in advance unless the Buyer qualifies for credit.

o  Credit Terms: Credit is available for up to thirty (30) days upon verification and is offered only to buyers located in the Eurozone or European Economic Area (EEA) and only for new products.

o  Late Payments: Late payments will incur a 5% interest charge on the outstanding amount per month.

4. Delivery

∙  Delivery Date: The Seller will deliver the goods or provide the services on or before the date specified in the Order Confirmation. Delivery dates are estimates unless expressly guaranteed in writing.

∙  Shipping: Standard delivery charges will be applied based on the shipping method chosen by the Buyer. The Buyer will bear any additional charges for expedited or special shipping requests.

∙  Risk of Loss: Risk of loss for the goods passes to the Buyer upon delivery to the Buyer’s designated location.

5. Inspection and Returns

∙  Inspection Period: The Buyer must inspect new products within seven (7) days of delivery and used products, including machinery and parts, within seven (7) days of delivery. If the Buyer fails to notify the Seller of any defects or discrepancies within this period, the goods will be deemed accepted.

∙  Return Policy: Products must be returned within the inspection period if they are defective, damaged, or not as described. Returns must be authorized by the Seller in writing and must be in original packaging.

∙  Refunds: Refunds for returned goods will generally be processed within three (3) weeks of receipt of the returned items. Refunds will be issued in the original payment method or as a credit to the Buyer’s account.

6. Warranties

∙  New Products: The Seller warrants that all new products will be of merchantable quality, free from defects, and conform to the specifications provided in the Order Confirmation. The minimum warranty period is 365 days from the date of delivery unless otherwise specified.

∙  Used Products: Used machinery and parts are warranted for sixty (60) days from the date of delivery, with the possibility of extending the warranty up to 365 days as agreed upon in writing.

7. Limitation of Liability

The Seller’s liability for any claim arising out of the sale of goods or services is limited to the purchase price of the goods or services. The Seller is not liable for any indirect, incidental, or consequential damages.

8. Compliance with Laws

The Buyer must comply with all applicable laws, regulations, and standards related to the purchase and use of the goods or services.

9. Intellectual Property

All intellectual property rights related to the goods or services, including designs, trademarks, and patents, remain the property of the Seller. The Buyer is granted a non-exclusive license to use the goods or services in the ordinary course of business.

10. Governing Law

These Terms are governed by and construed in accordance with the laws of India, without regard to its conflict of law principles.

11. Dispute Resolution

Any disputes arising from these Terms or the sale will be resolved through arbitration by the Indo-German Chamber of Commerce. The arbitration will take place at the nearest chamber location mutually agreed upon by both parties, with proceedings conducted in English. The decision of the arbitrator(s) will be final and binding on both parties.

12. Force Majeure

The Seller is not liable for any delay or failure to perform its obligations under these Terms due to events beyond its reasonable control, including natural disasters, strikes, or government actions.

13. Amendments

Any amendments to these Terms must be in writing and signed by both parties.

14. Entire Agreement