The following terms and conditions (“Terms and Conditions”) apply to the sale of products (“Products”) by PentaXelec Electronics (OPC) Private Limited(“Company”) on its website, www.xelec.in (“Platform”), used by entities engaged in purchasing Product(s) wholesale to further on-sell the Product(s) to their respective customers (“Customer” or “you”).

These Terms and Conditions of sale form the sole agreement and understanding with respect to the sale of Products by the Company via the website and supersede all proposals, negotiations, conversations, discussions, agreements and/or representations, whether oral or written and all other past dealings/transactions between the Company and the Customers relating to the sale of Products.

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DISCLAIMER
BY USING THE WEBSITE OWNED BY THE COMPANY, YOU AGREE AND ACKNOWLEDGE THAT YOU ARE ACCEPTING THE FOLLOWING TERMS AND CONDITIONS.

• 1. ACCEPTANCE AND CANCELLATION OF ORDERS

  • 1.1
    The website offers information pertaining to the availability and pricing of the Product(s) to its Customers and merely extends an invitation to the Customer to tender an offer towards such Product(s) at the displayed price. The Company shall acknowledge the acceptance of the offer and consideration paid by the Customer in an order confirmation email addressed to the Customer’s registered email address, or acceptance can also be through the execution of the Customer’s order by Xelec (PentaXelec Electronics (OPC) Private Limited) or in any other form as the Company may deem reasonably appropriate.

  • 1.2
    Any responses provided by the Company to Customers who have requested fee quotes, and/or other inquiries for pricing and availability of Product(s) or otherwise, on the website, shall not be construed as an acceptance of the offer made by the Customer to the Company.

  • 1.3
    Upon a Customer placing an order for Product(s) on the website, a preliminary written response shall be generated on the Platform to the Customer in relation to the order placed by the Customer, to notify the Customer that the order has successfully been entered into the Company’s internal records. However, such preliminary written response shall not, in any way, indicate that the order has been confirmed by the Company for delivery to the Customer.

  • 1.4
    Orders confirmed by the Company may be returned or cancelled by the Customer within 7-(seven) days from the date of placing such order, upon obtaining the written consent of the Company which shall be provided at the Company’s sole discretion, provided that the Product(s) is eligible for return or cancel, and not marked as “Non-Cancellable/Non-Returnable Product(s)” and/or “Non-Standard Product(s)”.

  • 1.5
    For the purpose of these Terms and Conditions, “Non-Standard Product(s)” shall mean Product(s) that the Company may have to specifically purchase and source from a third-party supplier in the event that the Customer places an order on the Platform, and the Product(s) is not available in the Company’s inventory. This also includes any orders placed by the Customer where a value-added service(s) has been requested by such Customer. The Company may, in accordance with its internal policies, identify and display certain Products as Non-Standard Products and/or Non-Cancellable and/or Non-Returnable clearly on the Platform or through product lists, attachments or exhibits that the Company may display on its Platform from time to time. Irrespective of the circumstances, the Customer agrees that Non-Cancellable/Non-Returnable Product(s) and/or “Non-Standard Product(s)” Products may not be cancelled, returned or rescheduled by the Customer without the agreement of both the Company’s supplier and the written consent of the Company.

  • 1.6
    After the Company has delivered a written confirmation to the Customer upon placing a successful order on the website, the Customer may cancel an order if the Product(s) are eligible for cancellation and subject to the written consent of the Company. However, in the event that a Customer cancels the order after receiving written confirmation from the Company, the Company may request the Customer to pay the Company a reasonable cancellation or reliance charge on such cancelled Product(s) as may be notified to the Customer at the time of placing a request for cancellation.

  • 1.7
    The Company may, at its sole discretion, accept a request placed by a Customer to reschedule an order placed on the website. Any orders that have been confirmed to the shipment carrier by the Company, as may be notified to the Customer, shall not be cancelled or rescheduled thereafter.

  • 1.8
    THE COMPANY RESERVES THE RIGHT TO LIMIT, CANCEL OR REJECT ANY ORDER PLACED BY A CUSTOMER AND MAY, AT ITS SOLE DISCRETION, ALLOCATE SALES AND LIMIT QUANTITIES OF CERTAIN PRODUCT(S). PRODUCT SPECIFICATIONS AND AVAILABILITY OF PRODUCT(S) ON THE WEBSITE ARE SUBJECT TO CHANGE WITHOUT PRIOR NOTICE FROM THE COMPANY TO ANY CUSTOMER.

  • 1.9
    In relation to certain Product(s) available on the Platform, the Company may impose a minimum order requirement due to the package size, the Product(s) being special order parts or such other reasons as may be determined by the Company at its sole discretion.

• 2. RETURNS

  • 2.1
    Only Product(s) that have been shipped and delivered by the Company to a Customer from its Website may be returned to the Company, at the discretion of the Company within 7 (seven) days from the date on which the Product(s) were shipped to the Customer by the Company. All Customers are requested to contact a customer service representative for a return materials authorization number and addressing instructions prior to returning Product(s) at the following: email address: sales@xelec.in

  • 2.2
    Any Product(s) attempted to be returned by the Customer in contravention of these Terms and Conditions shall promptly be quarantined and disposed of or returned to the Customer by the Company and the Company shall not be liable for any such Product(s) that are returned to the Company by the Customer without the Company agreeing to such a return in writing.

  • 2.3
    If the Company agrees to accept a return request received from a Customer, a return freight charge must be prepaid by the Customer for the Company to confirm the return. Such return freight charge shall be notified by the Company to the Customer at the time of placing the request of return for the Product(s).

  • 2.4
    Except where the Product(s) contains a factory/manufacturing defect, all Product(s) requested for return shall be returned by the Customer in their original packaging and shall be unused, untested, un-programmed, and in resalable condition at the time of returning such Product(s) to the Company. The Company will only accept returns where there has been no substitution in whole or part of the same Product(s) from another supplier, distributor or another such source of the Product(s) or its components.

  • 2.5
    Any electrostatic discharge, programmable semiconductor, or moisture-sensitive Product(s) that has been opened from its packaging before returning such Products shall not be eligible for credit and cannot be returned if they are opened. All Product(s) purchased by Customers classified by the Company as ‘Electronic Component Distributors’ or ‘Brokers’ shall be deemed Non-Cancellable/Non-Returnable. Except as contained herein, all other Product(s) listed on the Platform are eligible for credit unless otherwise communicated by the Company.

  • 2.6
    In the event that a Product is found with a factory defect, the Customer shall place a return or replacement request on the website and provide photographic proof or other evidence of such defect that was caused by no fault of the Customer. The Company shall, upon approval of such request at its discretion, replace or regain possession of the Product from the Customer at no additional cost.

  • 2.7
    Nothing contained within this Section 2 (Returns) shall apply to Non-Cancellable/Non-Returnable Products and/or Non-Standard Products which shall be governed by a separate Non-Cancellable and Non-Returnable Product Agreement (“NCNR Agreement”) entered into by you and the Company. You agree that in case of any conflict between the Terms and Conditions and NCNR Agreement, the terms contained in these Terms and Conditions shall prevail.

• 3. PRICES

  • 3.1
    The Company makes every effort to provide current and accurate information relating to prices on the Website and in all its communications but does not guarantee the currency or accuracy of any such information. All prices displayed on the Platform shall be subject to change at any time, at the sole discretion of the Company, prior to the completion of the order by the Company. It is hereby clarified that orders are billed at the prices in effect at the time of shipment by the Company.

  • 3.2
    In the event that the Company is informed of/or identifies an error in the pricing of any Product(s) on the Website, the Company shall notify the Customers of the corrected prices, and the Customer may choose to accept the revised price of the Product(s) or may cancel the order. The Company shall not be responsible for any change in pricing, typographical, or other error(s) in any communication with the Customer, and reserves the right to cancel any order(s) arising from such errors on the Platform.

  • 3.3
    Subject to Section 3.2 above, the Website shall, at all times, reflect the latest pricing information of all Products. Prices displayed on the Website of the Company are subject to change without notice to Customers based on various factors including but not limited to an increase in the Company’s costs or other circumstances beyond the Company's reasonable control, including but not limited to, manufacturers’ price increases, change in exchange rate, or quoting errors.

  • 3.4
    Prices for the Product(s) will be as specified by the Company and will be applicable for the period specified in the Company’s quote, if any. Unless otherwise stated on the quote, quotes are invitations to tender and are subject to change at any time without notice to the Customers. If no period is specified, quoted prices will only be applicable for ten (10) days.

  • 3.5
    If Customer does not purchase the quantity of the Product(s) upon which quantity prices are based, Customer will pay the non-discounted price for the quantity of the Product(s) actually purchased and/or a cancellation or restocking fee, as may be decided by the Company in its sole discretion.

  • 3.6
    Prices are exclusive of taxes, impositions and other charges, including sales, use, excise, value-added and similar taxes or charges imposed by any government authority, international shipping charges, forwarding agent and broker’s fees, bank fees, consular fees, and document fees.

• 4. TERMS OF PAYMENT

  • 4.1
    All payments must be made by Customers only in the currency billed on the original invoice issued by the Company.

  • 4.2
    The Company shall not accept any post-paid shipment (i.e. cash on delivery) order(s) from any Customer on the Website or otherwise, unless explicitly agreed by the company.

  • 4.3
    All Customers shall pay the entire amount of each invoice from Xelec in accordance with the terms of each invoice, without any offset or deduction in such amount. However, certain orders may, at the sole discretion of the Company, be subject to credit approval by the Company.

  • 4.4
    The Company may, at its sole discretion but with prior written notice to the Customer, change the terms of a Customer's credit approval and require such Customer to make the entire payment of the Product(s) in cash at the time of confirming such order, or through bank wire transfer/EFT or by official bank cheque. In the event that there are any amounts due or shall become due by the Customer to the Company, the Company may request such Customer to make full payment of all dues before an order can be placed through the Website or confirmed for shipment.

  • 4.5
    If the Company has reasonable grounds to believe that the Customer may not make payments required to place an order on the Website, or in the event that the Customer fails to pay any invoice when due, the Company may suspend delivery of any order until such payment is made, or cancel the order or any remaining balance and notify the Customer of such decision in writing. However, the Customer will remain liable to pay for any Product(s) already shipped, and all Non-Standard Product(s) ordered by the Customer.

  • 4.6
    The Customer agrees to submit any such financial information as the Company may reasonably require for the determination of its credit terms and/or continuation of such credit terms.

  • 4.7
    The Company may require Customers to deposit certain cheques with the Company. Any cheque received from the Customer may be used by the Company against any obligation owed by the Customer to the Company, without discharging the Customer’s liability for any additional amounts owed by the Customer to the Company. The acceptance by the Company of any cheque will not constitute a waiver of the Company’s right to pursue the collection of any remaining balance from the Customer.

  • 4.8
    In the event that any invoices are not paid, when due, such unpaid invoices will be subject to interest up to the date of payment at the annual rate of eighteen (18%) percent or such lower rate as may be the maximum permitted by applicable law. If the Customer fails to make payments when due, the Company may pursue any legal or equitable remedies, at its sole discretion, in which event Xelec will be entitled to reimbursement of costs for collection and reasonable attorneys' fees.

  • 4.9
    All applicable value-added tax, goods and services tax and other taxes and charges, if any, along with brokerage fees, if applicable, will be the responsibility of the Customer and shall be due and payable at the time of payment for the Product(s).

• 5. DELIVERY AND TITLE

  • 5.1
    All shipments shall be initiated by the Company and all transportation/shipment charges shall be paid to the Company by the Customer in addition to the purchase price of the Products for the shipment and delivery of the Product(s).

  • 5.2
    Subject to the Company’s right of stoppage in transit, delivery of the Product(s) to the third-party shipment carrier will constitute delivery to the Customer by the Company, and title and risk of loss will thereafter, pass to the Customer immediately thereafter. The Company shall make all reasonable efforts to initiate and deliver the Product(s) to the Customer on the estimated date of arrival as displayed on the Website at the time that the Customer placed an order on the Website. The Company will make reasonable efforts to initiate shipment and schedule delivery as close as possible to the Customer's requested delivery date(s), if any.

  • 5.3
    The Customer acknowledges that delivery dates provided by the Company on its Website are only indicative in nature, and the Company shall not be liable for any delay or failure to deliver the Products on such specified dates.

  • 5.4
    The appointment of the third-party shipment carrier partner and the delivery route for the Product(s) shall be made only by the Company. The Company reserves the right to make deliveries in instalments, where deemed necessary. Any delay in delivery of one instalment to the Customer shall not entitle the Customer to cancel any other instalment(s) of the Products. Delivery of any instalment of Product(s) within 30 (thirty) days after the date requested will constitute a timely delivery.

  • 5.5
    The delivery of any quantity of Product(s) that varies from the quantity specified in the purchase order delivered to the Customer upon placing an order on the Platform, shall relieve the Customer from their obligation to accept delivery and pay for such additional Products. The Customer shall, promptly, raise a request of return for any additional Product(s) inadvertently delivered to them.

  • 5.6
    The shipments made by the Company may follow International Commercial Terms or ‘incoterms’ published by the International Chamber of Commerce. An incoterm for a Customer order may be selected by the Company based on the Customer’s address, destination, and other factors. The title transfer pertaining to the Product(s) will be in accordance with the incoterms that may be selected for the shipment by the Company.

• 6. COMPANY’S LIMITED WARRANTY

  • 6.1
    The Company agrees to transfer to the Customer all transferable warranties that the Company receives from the manufacturer of the Product(s) that are sold by the Company to the Customer through the Website.

  • 6.2
    THE COMPANY MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT(S). IN PARTICULAR, THE COMPANY MAKES NO WARRANTY RESPECTING THE MERCHANTABILITY OF THE PRODUCTS OR THEIR SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR USE. THIS WARRANTY EXCLUDES ANY AND ALL OTHER WARRANTIES, WHETHER ORAL, WRITTEN, EXPRESSED, IMPLIED OR STATUTORY.

  • 6.3
    The Company’s liability arising out of any sale of Product(s) to the Customer is expressly limited to either (i) refund of the purchase price paid by Customer for such Product(s) (without any interest), or (ii) repair and/or replace such Product(s), at the Company’s sole discretion subject to such terms and conditions that may be separately communicated by the Company to the Customer. The Customer must notify the Company within 7 (seven) days from the date of shipment of any defective product.

  • 6.4
    The Company’s obligations in relation to a notification of defective goods or nonconforming products received from the Customer are solely and exclusively as stated herein. Furthermore, no warranty will apply if the Product has been subject to misuse, static discharge, neglect, accident, modification, or has been soldered, or altered in any way or handled in contravention to any other terms of use that may be communicated by the Company to the Consumer.

• 7. LIMITATION OF LIABILITY

  • 7.1
    IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE INCLUDING, BUT NOT LIMITED TO, DAMAGES RESULTING FROM LOSS OF PROFIT OR REVENUE, RECALL COSTS, CLAIMS FOR SERVICE INTERRUPTIONS OR FAILURE TO SUPPLY DOWNTIME, TESTING, INSTALLATION OR REMOVAL COSTS, COSTS OF SUBSTITUTE PRODUCTS, PROPERTY DAMAGE, PERSONAL INJURY, DEATH OR LEGAL EXPENSES.

  • 7.2
    The Customer shall only be entitled to recover a maximum amount not exceeding the purchase price paid by the Customer on such Product(s) for which the Customer has raised a claim against the Company, irrespective of the nature of the claim (whether in warranty, contract or otherwise). THE CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE COMPANY FROM ANY CLAIMS RAISED BY ANY PARTY IN RELATION TO THE PRODUCT(S) SUPPLIED BY THE COMPANY TO SUCH CUSTOMER.

• 8. PRODUCT SAFETY AND RESTRICTIONS​

  • 8.1
    Certain Product(s) are traceable to the original equipment manufacturer and lot/date code where available and when requested at the time of the Customer placing an order through the Website. The Company does not determine the specifications or conduct any performance or safety testing of any Product(s) that it sells to its Customers.

  • 8.2
    Any specification sheets provided by the Company to any Customers, upon written request received from the Customers, have been produced solely by the manufacturer of the Product(s) or the Product components or transcribed from information provided by the manufacturer to the Company. The Company is not a supplier of Qualified Product Listing (QPL) components. Any reference to military specifications on the Website is for reference only and does not modify these Terms and Conditions.

  • 8.3
    The Company does not participate in any Product safety engineering, Product safety review or Product safety testing, and shall not provide any safety evaluation or safety engineering services to any Customer or third party, unless explicitly agreed in written by the company through a service agreement.

  • 8.4
    Products sold by the Company are not designed, intended or authorized for use in life support, life-sustaining, human implantable, nuclear facilities, flight control systems, or other applications in which the failure of such Products could result in personal injury, loss of life or catastrophic property damage. This includes, but is not limited to, Class III medical devices as defined by the US Food and Drug Administration (FDA) and Federal Aviation Administration (FAA) or other airworthiness applications. If a Customer sells the Product(s) for use in any such applications: (i) Customer acknowledges that such sale is at the Customer’s sole risk; (ii) Customer agrees that the Company shall not be liable, in whole or in part, for any claim or damage arising from such sale; and (iii) CUSTOMER AGREES TO INDEMNIFY, DEFEND AND HOLD THE COMPANY HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, COSTS, EXPENSES AND LIABILITIES ARISING OUT OF OR IN CONNECTION WITH SUCH USE BY THE CUSTOMERS CUSTOMER OR SUCH SALE.

• 9. STATEMENTS AND ADVICE
  If statements, opinions, or advice, technical or otherwise, are offered, or given to a Customer, such statements, opinions, or advice shall be deemed to be given as an indicative suggestion to the Customer, without the levy of any additional fee or charge. The Company shall have no responsibility or liability for the content or use of such statements or advice. The Company does not conduct any product suitability studies or engineering reviews in relation to the Products that are listed for sale on the Website and has very limited direct participation in the design of any of the Product(s) sold to the Customer on the Platform.

• 10. INTELLECTUAL PROPERTY

  • 10.1
    The Company is the sole owner or lawful licensee of all the rights and interests in the Website and the Website content. All title, ownership and intellectual property rights in the Website and Website content shall remain with the Company or licensors of the Platform content, as the case may be. All rights not otherwise claimed under these Terms and Conditions or by the Company are hereby reserved.

  • 10.2
    If an order includes software or other intellectual property, such software or other intellectual property may be provided by the Company to the Customer subject to the copyright and user license, the terms and conditions of which shall be set forth in a license agreement accompanying such software or other intellectual property. Nothing herein shall be construed to grant any rights or license to use any software or other intellectual property in any manner or for any purpose not expressly permitted by a separate license agreement executed with the Company. Any unopened software may be returned by the Customer to the Company for credit and all opened software shall not be returned to the Company unless there is a factory defect in such software.

  • 10.3
    The Company also respects the intellectual property rights of all third-party entities whose information may be displayed on the Platform. If an entity believes that its intellectual property rights have been violated in any manner by the Company or otherwise, they are requested to write to the grievance officer of the Company at corporate@xelec.in for prompt redressal.

• 11. FORCE MAJEURE

  • 11.1
    Neither the Company nor the Customers shall be liable for any failure to perform their obligations under these Terms and Conditions for any cause beyond reasonable control including, but not limited to, acts of God, earthquake, epidemic, pandemic, storm, tempest, flood, fire or other natural calamity, riots, war, insurrection, civil commotion, terrorist act, military activity, or act of sabotage, or any event that is outside the control of either party and cannot be remedied or substituted by the Company and/or the Customer with reasonable and prudent commercial efforts.

  • 11.2
    The Company’s obligation regarding delivery of the Products and/or any other obligation under these Terms and Conditions shall be extended by the period of such delay or the Company may, at its sole discretion, cancel any order or remaining part thereof, without any liability by giving notice to Customer.

• 12. EXPORT CONTROL POLICY — RESALE/TRANSFER/RE-EXPORT OF PRODUCTS

  • 12.1
    The Company is committed to compliance with all Indian, and selected foreign export, import, customs and economic sanctions laws, regulations, rules and orders (collectively, “Trade Control Laws”) to which products purchased from the Company apply.

• 13. GENERAL

  • 13.1
    These Terms and Conditions shall not be modified, amended or cancelled without the Company's written approval.

  • 13.2
    All Product(s) and services, if any, provided by the Company to its Customers shall be in accordance only with these Terms and Conditions, Company policy and all applicable laws, notwithstanding anything contrary or any additional terms and conditions in any purchase order, planning schedule, acknowledgement, confirmation or any other form or document executed between the Company and Customer, which affects the purchase and/or sale of Products on the Platform.

  • 15.3
    Any conflicting statements or terms listed on the Customer purchase orders, invoices, confirmations or other such documents, shall be superseded by any credit application filed with the Company by a Customer and the issuance of credit by the Company to a Customer.

  • 15.4
    The performance of any agreement executed by the Company and the Customer shall be made in accordance with these Terms and Conditions, unless otherwise specifically agreed upon in writing by the Company. In the absence of such agreement, commencement of performance and/or delivery of any order by the Company shall be in accordance with these Terms and Conditions and shall not be deemed or construed to be acceptance of any of the Customer's terms and conditions.

  • 15.5
    No rights, duties, agreements or obligations hereunder shall be assigned or transferred by operation of law, merger or otherwise by the Customer to any third party, without the prior written consent of the Company. The obligations, rights, terms and conditions set out herein shall be binding on the Customer and all its successors and permitted assigns.

  • 15.6
    A waiver or breach of any term, condition or covenant hereof, or default under any provision hereof, shall not be deemed to constitute a waiver of any other term, condition, or covenant contained herein, or of any subsequent breach or default of any kind or nature.

  • 15.7
    Any provision hereof which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of these Terms and Conditions in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.

  • 15.8
    These Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of India.

• 16. NOTICES
  All notices or demands addressed to the Company shall be made in writing and sent to the Company by (a) prepaid registered post acknowledgement due; (b) nationally recognized courier service; or (c) facsimile transmission (confirmation copies of the original document to be sent by mail) to the following email address and postal address: sales@xelec.in and 944, Block C, Phase-1, Sushant Lok, 122001, Gurugram, Haryana, India. The Company may, from time to time, change its address or, representatives for receipt of notices or other communications provided for under these Terms and Conditions by displaying such change on the Website.