• 1.       Scope of Validity
    Unless otherwise agreed to in writing, these Terms and Conditions of Sale shall exclusively apply for all manufacturing, deliveries and performances made by Inside Sourcing Solutions Pvt. Limited , trading as Titania Tents (“ISSL”). Any general terms and conditions of the  recipient of the goods/services (“Purchaser”) deviating from these Terms and Conditions of Sale are non-binding for ISSL, even if ISSL has not expressly rejected them or if the Purchaser conditions its purchase upon acceptance of his terms. This shall apply notwithstanding that ISSL has delivered the goods, rendered services or accepted payments without reservation. As a precaution, ISSL hereby rejects any conflicting terms of the Purchaser. In case deviating terms are expressly agreed to in writing and signed by both parties, the Terms and Conditions of Sale shall be treated as subordinated and supplemental thereto.
    2.       Order Form
    The order form attached to this document (“Order Form”) consists of the specifications of Purchaser’s order (“Specifications”) and the accompanying quotation (“Quotation”).  The offer made in the Order Form is valid for a period of fourteen (14) days from valid receipt by Purchaser of the Order Form, electronically or in hard copy.  An Order Form is accepted upon Purchaser and ISSL signing the Order Form and making the Deposit payment set out in clause 3 below. By signing the Order Form, Purchaser agrees to the Specifications and the Quotation contained therein and to be bound by these Terms and Conditions of Sale. The acceptance by Purchaser of the Order Form, shall be valid and lead to a binding contract governed solely by these Terms and Conditions of Sale, notwithstanding that such acceptance by Purchaser contains terms additional to or different from the offer by ISSL.  ISSL shall not be required to object to or dissent from any conflicting terms of the Supplier in order for the acceptance by Purchaser to result in a binding contract as aforesaid.
    3.       Payment and Invoice(s)
    3.1     ISSL’s prices are quoted ex works. All taxes including value added tax (VAT) and other levy in the statutory amount valid on the day of invoicing shall be payable additionally and may be specified on the Invoice.
    3.2     Upon signing the Order Form, Purchaser shall make a payment equal to fifty percent (50%) of the value set out in the Quotation (“Deposit”). The Purchaser is obliged to pay the Deposit within ten (10) days after receipt of the Order Form. Purchaser acknowledges that no production will commence until the Deposit has been received by ISSL and late Deposits may result in delayed delivery.
    3.3     The Deposit shall be paid by Purchaser by BACS, electronic bank transfer or cheque drawn on a UK clearing bank, as specified on the Order Form.   ISSL will confirm receipt of the Deposit in writing to Purchaser.
    3.4     ISSL will issue and invoice to Purchaser for the remaining fifty percent (50%) and any additional balance that may be owed prior to shipment/ delivery date specified on the Order Form.   Purchaser shall remit payment in the same manner as set out in clause 3.3.  ISSL will inform Purchaser of receipt of the Balance Payment in writing.  Delayed payments shall accrue interest at the rate of two percent (2%) per month, calculated daily.
    4.       Contract Unconditional
    4.1     Upon payment of the Deposit, Purchaser’s order becomes unconditional and the Quotation amount becomes payable.  ISSL may exercise discretion in allowing Purchaser to cancel an order, however may do so conditional on Purchaser forfeiting any right it may have in a refund of the Deposit.
    4.2     Purchaser may request a postponement of the shipment or delivery date in writing, but ISSL cannot guarantee that such a postponement will be possible.   Any postponement will accrue a late fee of ten percent of the Quotation price and Purchaser agrees that this is a fair and reasonable estimate of the cost incurred by ISSL in reorganising its manufacturing responsibilities or for storage of a finished product.
    5.       Changes to Specifications
    5.1     Purchaser may request a change in the agreed Specifications by requesting the same in writing to ISSL.    Such changes, if agreed to by ISSL in its absolute discretion, may be subject to a change in the Quotation.   If the Quotation amount changes, ISSL will remit a fresh Order Form to Purchaser specifying the new agreed Specifications and Quotation and issuing a fresh Invoice for a Deposit shortfall, if any.   Once signed by Purchaser and ISSL, and upon receipt of any required Deposit payments by ISSL, the new Specifications and Quotations will supercede the original and form a binding portion of the unconditional contract.  
    5.2     ISSL reserves the right to make changes or substitutions in the items ordered without the prior approval of or notification to Purchaser, so long as such changes do not adversely affect form, fit or function requirements.
    6.       Deliveries, Delay in Delivery
    6.1     All dates quoted for delivery are approximate only and the time of delivery may change.  In the event that ISSL forsees a major delay in the delivery date quoted it will contact Purchaser and advise it of the delay and use commercially reasonable endeavours to limit the extent of the delay. Partial deliveries and performances are permitted in a reasonable scope.
    6.2     In the event that ISSL exceeds an agreed date of delivery by more than six (6) weeks, the Purchaser is obligated to set an appropriate period of grace.
    6.3     Should the delivery or performance not be made within the period of grace and should the Purchaser for this reason wish to make use of his right to rescind from the contract or claim damages instead of delivery/performance, Purchaser shall inform ISSL of this beforehand, granting another reasonable period of grace and demanding delivery or performance.
    7.       Place of Performance/Delivery, Transfer of Risk
    The place and manner of performance/delivery as well as the transfer of risk shall be deemed defined in accordance with the Incoterms of the International Chamber of Commerce (Incoterms 2000). If no specific agreement has been reached, the term “ex works” shall apply.
    8.       Retention of Title
    8.1     Title to the delivered goods remains with ISSL until all payments from the Purchaser have been fully made (retained goods).  Such retention of title and related rights hereunder shall be in addition to and not derogate from ISSL’s lien and rights as an unpaid seller under the Sale of Goods Act, 1994 (UK).
    8.2     Where the goods are converted, connected and/or amalgamated with other goods, ISSL is entitled to co-ownership of these new products proportional to the invoiced value of the contractual goods delivered by ISSL at the time of the conversion, connection and/or amalgamation (processed goods).
    8.3     In the event of default of payment, impending cessation of payment, disclosure of insolvency or if the Purchaser is unable to pay its debts as they become due or in the event of winding up proceedings or liquidation proceedings being commenced over the Purchaser’s assets, ISSL is entitled to take back and/or re-sell the retained goods without further notice or intervention of the court.
    8.4     The retention of title as well as the levy of execution of the retained goods by ISSL shall not be construed as cancelation of the contract, unless ISSL expressly declares the cancelation of the contract in writing. ISSL is entitled to other ways of exploitation (including re-sale) of the retained goods if the Purchaser defaults from the contract.
    9.       Shipping
    9.1     Prices stated exclude all shipping and transportation costs, unless stated otherwise on the Order Form.
    9.2     ISSL will use its best judgement in packaging, shipping and routing unless Purchaser gives specific instructions with its Order. In the
    event of shortage or damage incurred en-route; Purchaser must make its complaint directly to the delivering transportation agency and file a claim against such agency.
    9.3     In the event of a shortage in packing, any claim made against ISSL, must be made in writing within ten (10) days of receipt of the merchandise.
    9.4     Unless expressly agreed otherwise, ISSL’s responsibility for delivery ends with a signed bill of lading from the carrier. All risk of loss after ISSL’s delivery to the carrier shall be borne by the Purchaser. Purchaser is responsible for all insurance costs therein.
    10.     Warranty & Returns
    10.1   ISSL warrants that goods sold by it shall be free from defects in material and workmanship and will substantially conform to the Specifications. The Purchaser is obliged to inspect the delivered goods promptly after receipt, if applicable by means of quick-tests; and to notify ISSL about any obvious defects immediately after receipt or latent defects immediately after their discovery. Any complaints, particularly notices of defects or non-conformance with Specifications, must be notified to ISSL in writing within fourteen (14) days after delivery of the goods to Purchaser. Where the Purchaser does not submit its claim and notices of defects in time or not in written form (improper), the delivery and performance made by ISSL shall be deemed defect-free and the goods shall be deemed accepted. ISSL shall have the right, prior to return, to inspect any goods claimed to be defective or non-conforming to Specifications.  ISSL assumes no liability for results of the use of goods purchased from ISSL, including, without limitation, their use in combination with other components, assemblies or products, or their suitability or unsuitability for a particular use or a particular environment. Unless specifically indicated to the contrary, goods sold are not fire retardant and should not be exposed to intense heat or flame. Unless specifically indicated to the contrary, canvas canopies are waterproofed but linings, pole sleeves and other components are not.  Waterproofing erodes in time and such erosion may be accelerated if incorrect chemicals are used for cleaning.
    10.2   The warranty in clause 10.1 shall apply, and ISSL shall be liable for an applicable remedy in clause 10.3, only if Purchaser has given ISSL written notice in accordance with clause 10.1.   Only defective products or products which do not materially conform with the Specifications will be considered eligible for return.  Given the hand-crafted nature of the product, minor variations in design and manufacture are to be expected.
    10.3   ISSL’s liability, whether based on breach of warranty or contract or negligence in manufacture, and Purchaser’s sole remedy shall be limited to replacement or repair of the defective or nonconforming goods or components thereof, or (at ISSL’s election) refund of the purchase price or a portion thereof.  The Purchaser shall give ISSL the opportunity to remedy within a reasonable period of time. If the replacement or repair fails, the Purchaser is entitled to rescind from the contract or reduce the purchase price. If the value or the usability of the goods or performance is only insubstantially reduced or the Purchaser has accepted the goods or part thereof, the Purchaser has only the right for reduction of the purchase price and only within thirty (30) days of receipt of the goods.
    10.4   Any shipping/ packaging costs for returned shipments authorised by ISSL shall be prepaid by the Buyer. If ISSL determines, upon inspection of returned goods, that the goods were defective or nonconforming, ISSL will reimburse the shipping costs incurred. If ISSL determines, upon inspection of returned goods, that the goods were not defective or nonconforming, a £100 or $15% handling charge (whichever is greater) will be imposed on the Purchaser.
    11.     Force Majeure
    11.1   ISSL shall not be liable for delays in production, delivery or returns or any other delay which is due to causes beyond its control, including but not limited to shortage of energy or raw materials, strikes in the Party’s own or third party site(s), civil unrest, lock-outs, official directives, non-effectuation of deliveries from third parties, operational disturbances weather conditions, acts of civil or military authorities and delays in transportation (“Force Majeure”). In cases of Force Majeure or other unforeseeable circumstances that impede the delivery, the agreed delivery times shall be automatically postponed accordingly, until the Force Majeure event or the unforeseeable circumstance has ceased. The party suffering the Force Majeure event will notify the other Party immediately of the Force Majeure event and, to the extent possible, take reasonable efforts to minimise the disruption.
    12.     Liability
    12.1   To the maximum extent permitted by law, ISSL’s liability for breaches of essential contractual obligations is limited to the foreseeable damages typical for a contract of this nature and amounts to a maximum of two (2) times the invoiced value of the contract. In no event shall ISSL be liable to Purchaser for any incidental, indirect, special or consequential damages whether in contract, tort (including negligence), product liability or otherwise even if ISSL has been advised of the possibility of such damages.
    12.2   For a breach by ISSL other than supply of defective goods, the provisions in sections 12.1 apply to claims for damages and reimbursement of expenses.
    12.3   Any claims for damages or reimbursement of expenses that the Purchaser might have against ISSL, their legal representatives, employees and agents, irrespective of their legal basis, are only valid in so far as ISSL, their legal representatives, employees and agents have acted wilfully or with gross negligence or if the infringed obligation is essential for meeting the purpose of the contract.
    12.4   The exclusion or limitation of liability does not apply in cases where ISSL is liable for bodily injury or for damages arising from wilful misconduct or fraud.
    12.5   The Purchaser’s rights to claim rectification of a defect, damages or reimbursement for expenses are statute barred according to the relevant UK statutory provisions. The limitations period for all defects (including latent defects) shall begin to run from the date of delivery notwithstanding that latent defects are to be notified only upon discovery.
    13.      Extraordinary Termination
    Notwithstanding any statutory or contractually agreed termination or rescission rights, ISSL is entitled to terminate or withdraw from the contract without notice, if winding up or insolvency proceedings are initiated in respect of the Purchaser or its assets, or if the Purchaser is in material breach of the contract, or if the financial situation of the Purchaser deteriorates considerably, or if unforeseeable incidents not caused by ISSL change the basis of the contract considerably.
    14.     Confidentiality
    The Purchaser undertakes to treat as confidential any information, knowledge and materials, e. g. technical and other data, measured values, techniques, business experience, business secrets, know-how, compositions and other documentation ("Information") that may be received from ISSL or disclosed in any other way by ISSL or another company of ISSL group, and shall not disclose such Information to third parties, but use it for the purpose of executing the respective contract only. The Purchaser undertakes to, at ISSL’s option: (i) return all Information delivered to him in a tangible form such as documents, samples, specimens, or the like; and/or (ii) to delete or destroy any information kept in an intangible form, in each case without undue delay upon ISSL’s request without retaining any copies or notes. ISSL has ownership of and all intellectual property rights to the Information mentioned in section 14.1.
    15.     Miscellaneous
    15.1   The Purchaser may only assign rights under the contract to third parties upon ISSL’s prior written consent. The Purchaser’s obligations under the contract are not assignable in any manner.
    15.2   The Purchaser is responsible for the compliance with statutory and administrative provisions regarding the import, transport, storage and use of the goods.
    15.3   If any provision of these Terms and Conditions shall be held illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from these Terms and Conditions if no such modification is possible, and other provisions of these Terms and Conditions shall remain in full force and effect. A waiver by either party of any term or condition of these Terms and Conditions or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. If any dispute arises under these Terms and Conditions, the prevailing party shall be reimbursed by the other party for any and all legal fees and costs associated therewith.
    15.4   Modifications, amendments and/or cancellation of the contract or these General Terms and Conditions of Delivery shall be made in writing and signed by both parties.
    16.     Jurisdiction and Applicable Law
    This Agreement shall be governed by the laws of England and Wales. All disputes relating to this Agreement are subject to the exclusive jurisdiction of the courts of England and Wales and you expressly consent to the exercise of personal jurisdiction in the courts of England and Wales in connection with any such dispute including any claim.