Melux Control Gears Pvt. Ltd. :: An Era of Innovative Lightings.

Home

About

Technical

Contact & Inquiries

Business Terms & Conditions (as of August 01, 2005)


Scope of Application

1.	The following terms and conditions are applicable to all transactions with Melux Control Gears Pvt. Ltd., i.e. all contracts, deliveries or other services. These terms and conditions shall be deemed to be incorporated into future business relationships, even if no express reference is made to the same.

2.	Any deviations from these terms and conditions shall only become an integral part of any contract if such deviations constitute the subject matter of a separate express agreement in writing entered into between Melux Control Gears Pvt. Ltd. (herein referred to as "Melcon") and the Purchaser.

3.	The Purchaser's general terms and conditions are herewith rejected. They shall only be deemed to have been agreed if Melcon have expressly consented to the same in writing.
	Top

Regulations in the Country of Destination and Safety Devices

1.	Melcon The Purchaser shall bring the attention of Melcon, at the latest when ordering, to the regulations and standards in respect of the execution of the delivery, the operation, and to the prevention of disease and accidents in the country of consignment.

2.	All products supplied by Melcon are manufactured on the basis of the relevant testing regulations. The certification marks awarded for the respective product are endorsed in the catalogues, on the product itself, and in the instructions for use.
	Top

Subject Matter of Contract / Prices

1.	The written order confirmation issued by Melcon constitutes the basis of the contract and is decisive for the content and scope of supply and performance.

2.	The competence of the written order confirmation is also applicable to orders to our commercial agents and / or field representatives.

3.	All subsidiary agreements, supplements, etc. must be in written form to become operative.

4.	All technical data in the catalogues and other sales literature, lists and drawings as well as weights and dimensional details issued by Melcon have been drawn up with all due diligence. The right is reserved to carry out subsequent corrections in the case of obvious errors.

5.	The price lists applicable at the time of entering into the contract constitute the basis for price calculations. Value Added Tax at the respective statutory rate is to be added to all prices.

6.	All prices are quoted ex works and do not include packaging and insurance.
	Top

Delivery Dates / Default of Delivery

1.	The observance of delivery dates is conditional on the timely receipt of all necessary details to be communicated by the Purchaser, the pro¬vision of documents, the required permits (including any necessary import licenses) and approvals, in particular of plans, and on the agreed terms of payment being observed including the punctual payment of any deposits separately agreed in individual cases, the punctual issue of letters of credit, and the discharge of any other obligations on the part of the Purchaser. If these preconditions are not promptly fulfilled, the delivery dates shall be extended adequately provided Melcon is not answerable for such a delay.

2.	Transactions at a fixed date (fixed date deliveries) require express written confirmation.

3.	If the non-observance of delivery periods is due to Force Majeur, e.g. Acts of God, mobilisation, war, riot, or similar occurrences, e.g. accidents, strike, lock-outs, substantial breakdowns, administrative measures, or omissions, etc., the prescribed periods shall be extended adequately.

4.	Such an adequate extension of delivery periods shall also be admitted in the event of unpunctual internal delivery on the part of Melcon, including delayed or incorrect delivery of the required raw materials, semi-finished or finished products.

5.	The delivery period shall be deemed to have been observed if the operable goods have been dispatched, or notice of readiness for dispatch has been issued, respectively, within the agreed delivery period.

6.	If the delivery date or delivery period, respectively, is not observed on the part of Melcon, the Purchaser is obligated to set MELCON a reasonable subsequent delivery period in writing. Should Melcon culpably not deliver within this set subsequent delivery period, the Purchaser is entitled to withdraw from the contract.

7.	If, at the Purchaser's request, the delivery, the dispatch or the consignment is delayed beyond the date provided for in the contract, Melcon may not invoice the Purchaser with storage charges until ten working days following notice of readiness for dispatch at the earliest, which storage charges shall amount to 0.5% of the invoiced sum for any month or part of a month, shall however not exceed 5%. The contracting parties are at liberty to provide evidence of higher or lower storage costs.
	Top

Terms of Delivery

1.	Melcon is entitled to effect partial shipment on a reason-able scale.

2.	Customary increased or short deliveries of up to 10% of the ordered quantity are admissible unless a variance in the contract quantities would in individual cases be unreasonable for the Purchaser.

3.	Variances in respect of the weight, the technical execution, the manufacture and the amount of the goods to be supplied are admissible within the tolerance limits customary in trade.

4.	The Purchaser additionally consents to all deviating modifications in the execution and equipment of the delivery items within the scope of technical progress entailing a technical advancement of the goods.
	Top

Packaging, Shipment, Passing of Risk

1.	The risk of accidental loss and / or damage shall pass to the Purchaser upon dispatch, or upon handing over to the person carrying out the transportation, respectively.

2.	Moreover, all risk passes to the Purchaser once he is in default of acceptance following receipt of notice of readiness for shipment from Melcon.

3.	Melcon are entitled, but not obligated, to take out separate insurance to cover the customary risks (damage caused by breakage, transport and fire) on behalf of and to the account of the Purchaser.

4.	If any goods are returned for reasons for which Melcon are not answerable, the Purchaser shall bear all risk until the goods have arrived at Melcon.
	Top

Terms of Payment

1.	The invoices from Melcon are payable within 30 days upon their issue (according to date of invoice), without deduction. The payment shall be deemed to have been effected once Melcon can avail of the amount. Should the Purchaser not pay within the payment period, i.e. within 30 days of the date of invoice, he shall be in default without any reminder.

2.	If the time of receiving the invoice or statement of account or the delivery of the same is uncertain, payment shall become due at the latest 30 days after receipt of the consideration. Default is consequently from the 31st day following receipt of the consideration at the latest.

3.	If the Purchaser defaults, Melcon may demand from a Purchaser, who is not the consumer, interest on arrears amounting to 8% p.a. above the respective basic rate of interest. The Purchaser cannot raise the objection that Melcon only incurred a lower or no loss of interest at all. Any right to assert further claims for damages shall not be affected by this.

4.	Melcon is not obliged to accept drafts. These shall only be accepted in individual cases in fulfillment of special agreements. The payment shall not be deemed to have been effected until the cheque or draft has been honoured. The discount and collection charges for the draft shall be at the expense of the issuer of the draft at maturity of the claim and are immediately payable in cash.

5.	Independent of any payment agreements entered into separately in individual cases, payments due to Melcon shall become immediately payable if circumstances occur in respect of the Purchaser's party that make it unreasonable to adhere to payment agreements entered into. This is the case if there is substantiated evidence of a significant deterioration of the financial position of the Purchaser, in particular upon suspension of payments, cheque and draft protests or default of payment, if it is apparent from this that the claim of Melcon to the consideration is endangered as a result of the Purchaser's lack of ability to pay.

6.	n this event, Melcon is additionally entitled to return any cheques or rediscountable drafts accepted in fulfillment.

7.	Melcon are furthermore entitled in such a case to demand matching payment with delivery or the surrender of additional securities. Above and beyond this they are entitled to determine a reasonable term within which the Purchaser, at the option of Melcon, is to simultaneously execute consideration or provide security in exchange for performance. Melcon may recede from the contract upon futile expiry of the said term.

8.	Within the scope of the warranty for defects the Purchaser may only withhold payment after making a justifiable notice of defects to an extent that is in due proportion to the incurred defect of quality. Any lien on goods on the part of the Purchaser is otherwise excluded.

9.	The Purchaser only has the right to offset claims with uncontested or legally enforceable counterclaims.
	Top

Reservation of Title

1.	The goods supplied (goods subject to reservation) remain the property of Melcon until all claims on the part of Melcon against the Purchaser arising from the business relationship have been met.

2.	Melcon are entitled - with the cooperation of the Purchaser -to have the reservation of title entered in an appropriate register, to the extent provided for by the laws of the recipient country.

3.	In the absence of a provision comparable with reservation of title in the Purchaser's country, Melcon may require a bank guarantee to the amount of the order concerned.

4.	The Purchaser is not permitted to pledge or transfer ownership byway of security for the duration of the reservation of title. In the event of any pledge, seizure or other disposition or intervention by third parties, the Purchaser shall immediately notify Melcon of the same.

5.	The Purchaser is entitled to sell the goods subject to reservation in the normal course of business provided he receives the agreed payment for the same or no assignment inhibition is agreed. The Purchaser herewith preventively assigns his claim to the purchase price arising from such a sale to Melcon. However, he remains entitled to collect the preventively assigned debts unless this entitlement is revoked. This entitlement can be revoked in the event that the Purchaser culpably does not fulfill or ceases to fulfill his contractual obligations. In the event of any revocation of this collection authorisation, Melux Control Gears P.Ltd. is entitled to give notice of the effected assignment. The purchaser shall immediately provide the documents necessary for giving notice of assignment and collection.

6.	A sale in the ordinary course of business is not constituted if the goods subject to reservation are pledged or transferred by way of security to a third party, or made the object of factoring by the Purchaser, in violation of Sub-clause 4.

7.	In the event of goods subject to reservation being processed or treat-ed, this shall be effected for and on behalf of Melcon as the manufacturer. In this case Melcon is lawfully entitled to (joint) ownership of the articles emerging from the processing or treatment of the goods subject to reservation in the proportion of the goods subject to reservation to the value of the new article at the time of the said processing or treatment. Melcon are likewise entitled to a proportional co-ownership in the new article whenever goods belonging to third parties are processed together with the goods subject to reservation. If the Purchaser sells the article newly manufactured by him to another party, he herewith preventively assigns the claim due to him arising from that sale to the amount of the value of the goods subject to reservation.

8.	The Purchaser shall immediately notify Melcon if the goods subject to reservation are damaged or otherwise impaired. Any claims against third parties arising from the damage or impairment in favour of the Purchaser are herewith preventively assigned to Melcon.

9.	Insofar as the value of all security interests to which Melcon is entitled exceeds the amount of all claims covered by security by more than 20 %, Melcon shall, if requested by the Purchaser, release a corresponding portion of the security interests.

10.	Should the Purchaser neglect any of his duties, in particular in the case of default of payment, Melcon are entitled to cancel the contract and to take back the goods subject to reservation. The Purchaser is obligated to surrender the same. The taking back of the goods subject to reservation, or the enforcement of the reservation of title alone does not require the withdrawal on the part of Melcon and is not to be deemed as an implied declaration of cancellation of the contract unless Melcon explicitly declare that these acts are to be understood as a cancellation.
	Top

Acceptance and Initial Operation

1.	The Purchaser is not permitted to refuse to accept deliveries due to immaterial faults.

2.	For the initial operation of products made by Melcon, it is essential to observe the wiring diagrams in the catalogues, instruction manuals and also attached to the products themselves as well as the standards and regulations for mounting and dismounting applicable in the respective countries.
	Top

Warranty

1.	All MELCON PPFC ballast carry warranty of 12 months, while all MELCON APFC ballast carry warranty of 3 years, subject to usage of proper wiring & good quality electrical contacts.

2.	If any improper alterations or repair work is carried out by the Purchaser or by third parties, neither these nor any consequences of the same shall constitute a warranty claim.

3.	The Purchaser shall promptly examine the goods dispatched to him to ensure their proper condition and shall notify Melcon in writing of any apparent defects within a period of seven working days following receipt of the goods. This term is applicable to concealed defects once they have been discovered.
	Top

Compensation / Liability

1.	10. This shall not affect the legal consequences of any violation the commercial duty to examine goods and obligation give notice defects. Claims for compensation on the part of the Purchaser are excluded, irrelevant of the legal grounds, in particular due to any breach of obligations arising from the contractual obligations and from tortious acts, unless there is compulsory liability in accordance with product liability laws, in cases of liability for intentional or grossly negligent conduct, due to fatal or physical injury or health hazard, or due to the infringement of essential contractual obligations.

2.	Claims for compensation in respect of the violation of essential contractual obligations shall, however, be limited to predictable damages typical for the contract, unless a limitation is excluded for other reasons due to intentional or grossly negligent conduct, or due to fatal or physical injury or health hazard.

3.	Claims on the part of the Purchaser in respect of expenses necessary to effect subsequent performance, in particular transport, travelling, labour and material costs, are excluded if the expenses increase due to the fact that the object of supply has subsequently been transferred to a different place than the Purchaser's location, unless such a transfer corresponds with its designated use. This is applicable to recourse liability accordingly.

4.	The statutes of limitation binding on these claims are applicable to any claims for damages and compensation in conjunction with the defectiveness of the goods (ccf. X. 9.).
	Top

Return Consignments

1.	Any consignments of faultless goods returned require the prior written consent of Melcon. Reconsignments shall only be accepted within 90 days of the date of shipment in their original packagings.

2.	Special equipment, goods that are not in their original packaging, and products that are not (or are no longer) included in the current product catalogue of Melcon at the time of returning the same are generally excluded from reconsignment.

3.	The reconsignment note must contain the exact description of the goods as well as the date and number of the relevant (purchase) invoice or of the delivery note.

4.	The reconsignment to which Melcon have given their prior consent is to be shipped to Melcon in Pune at the expense of the Purchaser.

5.	Even in the case of authorised reconsignment, Melcon shall only accept the returned goods against credit note for the value of the goods, less processing costs. These costs are evaluated at a lump-sum of 20% of the net value of the goods.
	Top

Miscellaneous

1.	Melcon reserve all property rights, copyrights and exploitation rights to quotations, drawings and other records (herein referred to as "Documents") without limitation. The Documents shall only be made accessible to third parties with the prior consent of Melcon and are to be returned immediately on request if the contract is not awarded to Melcon. Sentences 1 and 2 above apply to the Purchaser's documents accordingly, although these may be made accessible to such other persons to whom Melcon have legitimately assigned the deliveries.

2.	The sole legal venue for all disputes arising directly or indirectly from the contractual relationship shall be the registered office of Melcon.

3.	If any provision in these Terms and Conditions or any provision in other agreements be or become ineffective, this shall not affect the effectiveness of all the remaining provisions or agreements.
	Top