Terms & Conditions | Thiagarajar Mills

Terms & Conditions - Governing Sales Contracts

Domestic sale

The goods covered by this contract may be delivered in one or more lots between the first and last days of the month specified above at sellers' option.
In the event of failure of buyer to pay or to take delivery within the time specified and agreed, the sellers shall be at liberty to cancel the contract or sell the goods by private sale or public auction with power to postpone any such sale or sales at their own dis- cretion, charging buyer with all interests and expenses incurred and loss sustained.
The sellers undertake to ensure delivery during the time specified above but they shall not be responsible for delay or non-delivery of the goods mentioned in this contract directly or indirectly caused by or due to Act of God, mobilisation, demobilisation, requisition by or interference from Government or local authority, lock-outs, labour disturbances, trade disputes, strikes, fire, pestilence, damage or accidents to the mills or their machinery or a stoppage or partial stoppage of the mills or any other event or circumstance beyond the control of the sellers. In no case shall late delivery constitute a ground for rejecting the goods or claiming damages.
In cases where the goods have to be shipped, and a vessel is not available for shipping the goods during the period specified in this contract the sellers shall have the option solely at their discretion to extend the period of contract or to cancel same in whole or in part, and the buyer shall have no right to question the same for any reason whatever.
Where sales are made on 'mill delivery' terms, delivery is complete as soon as the goods are delivered to carriers.
Where sales are made on F.O.R. terms, 'the sellers' responsibility ceases immediately the bales are delivered to the Railway authorities.
Payment shall not be withheld on account of any claim by the buyer nor shall any deduction be made by reason of any such claim.
Goods paid for but not taken delivery of by the buyer shall be under lien for all moneys due from the buyer to the sellers on any account whatsoever.
All contracts shall be deemed to have been entered into as between Principal and Principal notwithstanding anything to the contrary appearing in any contract or in any correspondence relating thereto.
During the continuance of this contract, the buyer whenever called upon shall be bound to deposit with the sellers Rs.500/- per bale/case as and by way of margin or security for the fulfilment of this contract and in case the buyer fails to do so within three days from the receipt of such intimation it shall be optional with the sellers to cancel this contract or sell the goods by private sale or public auction and the buyer agrees to make good any loss or deficiency that may arise from such sale.
That any dispute or difference arising between the SELLER and the BUYER in regard to this CONTRACT or any matter arising there from, shall be resolved through arbitration and each party shall nominate an arbitrator. The appointed Arbitrators shall select a third Arbitrator. If the appointed Arbitrators do not select the Third Arbitrator within 45 days for whatever reasons then the seller may send a list containing two Arbitrators name to the buyer. The buyer within 15days on receipt of the list shall inform the Seller his option of Arbitrator from and out of the list. If the buyer fails to intimate his choice of Arbitrator from and out of the list then the Seller may proceed in selecting the Third Arbitrator from and out of the list above referred. The third Arbitrator shall be selected before the initiation of the Arbitration proceedings. The arbitration proceedings shall be conducted in accordance with the provisions of the Indian Arbitration and Conciliation Act, 1996 and/or any statutory modification thereof and the proceedings shall be recorded in English. The place of Arbitration shall be Madurai, Tamil Nadu, India.

Export Sale

This agreement is between sellers and buyers as Principal and Principal. This agreement is subject to existing and future trade regulations of the Government of India.
The terms and conditions set forth herein shall constitute the entire agreement between the parties. No amendments or modifications shall be made except in writing signed by buyer and seller.
The quantity stipulated on the face of this contract is subject to a variation of five percent plus or minus to suit seller.
The price mentioned in this agreement is net unless otherwise specified. Commission if any will be payable only after the goods are paid for by the buyers.
Where the goods are to be shipped in lots or by instalments this agreement shall be deemed and construed as a separate agreement in respect of each lot or instalment and the rights and liabilities of the seller and buyer respectively shall be the same as if a separate agreement has been made in respect of each lot or instalment.
The goods may be shipped / delivered 15 days before or after specified period of shipment / delivery and buyers shall not reject shipment / delivery on the score of such early or late shipment / delivery. Further when the delay is due to reasons mentioned in clauses 10 and 12 herein, buyers have to accept goods without any time limit whenever delivered / shipped.
The Buyer agrees that seller shall not insure the goods unless specifically requested by the buyer, in which event the insurance charges will be to the buyer's account. The seller's liability regarding the safety of the goods would cease at the moment the goods are handed over to the steamer company or their agents.
The sales if on CIF or C & F terms shall cover ordinary marine insurance under W.A. terms and also war risk on the full invoice amount. Any extra requisition will be on buyer's account and shall be paid for accordingly by the buyer. In all the sales under F.O.B., C&F., C.I.F., Warehouse, C.I.F. Warehouses, the seller's liability regarding the safety of the goods would cease at the moment the goods are handed over to the steamer company or their agents.
In respect of width and length, tolerance permitted under the Indian Trade and Merchandise Marks Act should be allowed unless otherwise provided.
Where the buyers are required to give instructions as to the stampings, packing get up the assortments or any other particulars they should do so within 15 days after confirmation of sale, failing which the sellers shall not be responsible for delay in shipments. The Sellers shall be held free from any dispute regarding infringements of patent, design, trade mark or copy right of the goods contracted for. Whenever the buyers request the sellers to weave, print or emboss any design or trade mark or provide a brand name, it will be construed that, they have absolute rights over the same. The sellers are not in any way responsible for any infringement.
• The date of bill of lading or a certificate or any document from the steamship company concerned shall be sufficient proof of date of shipment and the same shall be binding on buyers. The Sellers are at liberty to ship goods shut out or short shipped by the shipper that goods were shut out for the last steamer. The buyer shall accept such shipment even if made beyond 15 days.
The Sellers may submit the goods for inspection by the Textiles Committee of India and their certificate shall be considered as final and conclusive as regards quality of the merchandise and shall be binding on the buyers. The buyers shall not reject the goods thereafter on grounds of quality. The buyers may at their option and cost inspect the goods before packing (after prior notice to the sellers).
If shipment or any performance required to be performed by the seller under this contract is prevented or delayed in whole or in part by reason of any prohibition of exportation refusal to issue export licence or other Governmental Restrictions, War Revolution, riot strike or other labour disputes, fire, flood, typhoon, peril or accident of the sea or any other causes beyond the control of the seller or force majeure, then the seller shall not be liable for non-shipment or late shipment of the goods or non-performance of this contract and the buyer must accept any shipment made within a reasonable time of the termination of the aforesaid causes or at the seller's option must accept the termination of all or any part of contract.
The buyer shall take delivery and pay for the goods on the date and in the manner specified in the body of the agreement. Whenever letters of credit are to be opened by the buyers an irrevocable and confirmed letter of credit shall be established within 15 days after the date of this contract and such letter of credit shall be valid and effective for a period of at least 21 days after the last date of shipment for negotiating the relative draft. The letter of credit shall always be opened in line with uniform customs and practices code. The opening bank should be a first class prime Bank, Letters of Credit not confirming to the above will not be accepted by the sellers.
This contract is made on the basis of the prevailing exchange rates and the seller will not be liable for any fluctuations in the currency for whatever reason.
In the event of default in payment by the buyer, the seller without prejudice to his other rights shall have the rights to resell whatever goods are ready in buyer's account to other parties and also cancel the agreement for the balance quantity upon giving eight days' notice at the sole risk and responsibility of the buyer for all consequential losses.
Any claim by the buyer regarding the goods shipped shall be notified in writing by the Buyer to the Seller with surveyors report within thirty days after arrival of the goods at the destination specified in the relative Bill of Lading. Irregularities or defects beyond the control of Seller, or natural to or inherent in any particular fibre, yarn, fabric or construction shall not be deemed an imperfection, imperfections are only such defects or irregularities which can be prevented with reasonable care and under normal conditions. In case of patent defects, no claims shall be allowed on goods which have been processed in any manner whatsoever, no claims shall be allowed on merchandise which has been out. In no event shall seller be liable for prospective loss of profits, special, indirect or consequential damages; liabilities shall be strictly limited to the price of the goods covered by this contract.
That any dispute or difference arising between the SELLER and the BUYER in regard to this CONTRACT or any matter arising there from, shall be resolved through arbitration and each party shall nominate an arbitrator. The appointed Arbitrators shall select a Third Arbitrator if the appointed Arbitrators do not select the Third Arbitrator within 45 days from the date of their nomination for whatever reasons then the seller may send a list containing two Arbitrators name to the buyer. The buyer within 15 days on receipt of the list shall inform the seller his option of Arbitrator from and out of the list. If the buyer fails to intimate his choice of Arbitrator from and out of the list, then the seller may proceed in selecting the Third Arbitrator from and out of the list above referred. The third Arbitrator shall be selected before the initiation of the Arbitration proceedings. The arbitration proceedings shall be conducted in accordance with the provisions of the Indian Arbitration and Conciliation Act, 1996 and / or any statutory modification thereof and the proceedings shall be recorded in English. The place of Arbitration shall be Chennai, India.
The sellers shall not be responsible for error or delay of telex, fax, email, telegrams and cables.
Shipment shall be in one or more vessel of any nationality with or without transhipments. Buyer shall accept delay on account of deviation of route, delay in transhipments enroute, shut out at the ports of despatch or transhipments.
As a general rule the Buyer shall not appoint any steamship company, carrier or vessel for shipment. But if the buyer should make such an appointment, the Seller shall not be responsible for late shipment due to delay or cancellation of such carrying boat. Further if requested by seller, the buyer shall agree to unconditionally amend the Letter of Credit, and take full responsibility so that the Seller can make the necessary procedure to fulfil such shipment.
The meaning of any term used herein and the obligations of both parties hereunder shall to the extent that they may be applicable, be determined in accordance with the uniform custom and practice for documentary credit and in terms adopted by the International Chamber of Commerce and in effect on the date of this contract. This contract shall be governed by the laws of India.
Force majeure will apply wherever applicable.