Terms & Conditions of Purchase

1 Conditions
1.1 These terms and conditions shall exclusively govern all purchases made by J D Tech from any party (The “Supplier”) of goods, parts or equipment (“Goods”). These Conditions shall apply from the time and order is placed with the Supplier by J D Tech by telephone, with confirmation in writing to follow by facsimile, by e-mail or by ordinary post of J D Tech’s Purchase order (The “Purchase Order”).
1.2 Where acceptance has not previously been communicated by the Supplier to J D Tech, the acceptance of an order for Goods from J D Tech by the Supplier and/or the delivery of any Goods shall constitute acceptance of these terms and conditions by the Supplier,
1.3 Any special instructions or terms stated by J D Tech on the Purchase Order shall form part of these terms and conditions. All other terms, warranties and conditions whatsoever purported to be included into these terms and conditions by the Supplier are excluded unless expressly accepted by J D Tech in writing in advance of the payment for the Goods.
1.4 These terms and conditions shall only be varied, in writing, and signed by a duly authorised officer of J D Tech. No employee, agent or sub-contractor of J D Tech has any actual, ostensible or apparent authority to make or give any warranty, representation, assurance or promise on behalf of J D Tech inconsistent with the terms of these terms and conditions

2 Delivery
2.1 All delivery dates specified by J D Tech on the Purchase Order shall be binding on the Supplier. Should the Supplier fail to deliver the Goods within the period specified in the Purchase Order, J D Tech (without prejudice to paragraph 5 of these terms and conditions, and to any other remedies to which it may be entitled) reserves the right to:- (a) cancel that part of the Purchase Order which is undelivered within the time set out in the Purchase Order (without penalty to J D Tech); and (b) Charge the Supplier any costs or expenses incurred by J D Tech arising out of the failure of the Supplier to meet the delivery date specified in the Purchase Order, including, but not limited to express courier charges, airfares for collection, and costs arising out of J D Tech sourcing replacement goods from a third party.
2.2 All Goods delivered by the Supplier to J D Tech must be accompanied by a delivery note in a form acceptable to J D Tech, and must state the relevant order number from the Purchase Order (The “Delivery note”).
2.3 The risk in the Goods shall remain with the Supplier until (a) the Goods are received into the possession of J D Tech, and (b) the Delivery Note in respect of the Goods has been signed by J D Tech or by its appointed agent. For the avoidance of doubt, signing the Delivery Note by J D Tech does not confirm J D Tech acceptance that the Goods are in accordance with its specifications.
2.4 Unless the Purchase Order stipulates otherwise, all the Goods shall be delivered C.I.F. to the place of delivery specified in the Purchase Order.

3. Quality Assurance and Specification
3.1 The Supplier warrants, represents and undertakes to J D Tech that all Goods ordered and supplied: (a) Shall correspond strictly with all of J D Tech specifications and requirements set out in the Purchase Order, including, without limitation: as to product part number, the manufactures specification(s) and description(s); (b) shall in every respect be fit for the purpose for which J D Tech has expressly or by implication made known that it or its customer requires the same, and fit for the purpose for which it was manufactured; (c) Shall be of merchantable quality and of a standard which is not less than that of previous supplies (if any) by the Supplier, approved by J D Tech; and (d) Shall be within 18-month date code unless otherwise agreed.
3.2 J D Tech shall not be bound to accept and pay for any Goods unless:
(a) they were specified in the Purchase Order,
(b) they comply in full with the specifications set out in the Purchase Order, and
(c) comply with Clause
3.3 Of these terms and conditions. J D Tech will not accept responsibility for the safe custody or protection of any Goods supplied which do not comply with the said specifications, and risk shall be deemed not to have passed to J D Tech in respect of any such Good

4. Payment
4.1 The prices stated in the Purchase Order are fixed prices and are not subject to alteration by the Supplier for any reason whatsoever.
4.2 If the price of the Goods comprised in the Purchase Order is not stated but calculable by the Supplier, the Supplier will notify J D Tech of the agreed monetary amount as soon as possible after receiving the Purchase Order, and in any event before delivery of the Goods.
4.3 All prices are deemed to be exclusive of VAT and applicable taxes, unless otherwise stated on the Purchase Order.
4.4. Unless otherwise agreed in writing the Supplier will render a statement of account to J D Tech at the end of the month in which delivery of the Goods is made, and payment by J D Tech will be made within 30 days from the end of the month in which the account is received.

5. Breach and Indemnity
5.1 If the Goods or any part thereof are not delivered or supplied on or before the delivery date specified by J D Tech in the Purchase Order, or in the event of any other breach by the Supplier of any of these Conditions, J D Tech shall be entitled to cancel its Purchase Order in whole or in part (as J D Tech shall determine in its discretion) and to reject any Goods referred to in the Purchase Order, (whether delivered or not).
5.2 The Supplier shall indemnify and keep indemnified J D Tech on demand against any debt, liability claim action proceedings demand award charge penalty fine damage loss cost and/or expense (as the case may be) which J D Tech may suffer, incur or pay as a result of or as a consequence of or by reference to the breach by the Supplier of any of these terms and conditions (including, without limitation, any delay by the Supplier in meeting the delivery date set out in the Purchase Order).
5.3 If J D Tech rejects or refuses to accept any of the Goods (having the right so to do), it shall use reasonable endeavours to return them to the Supplier. Such return shall be at the risk and expense of the Supplier.
5.4 Where J D Tech is entitled to reject or refuse to accept any of the Goods, the Supplier shall, at the option of J D Tech and without prejudice to any other remedies to which J D Tech may be entitled, (a) repair, modify or replace the Goods, or (b) reimburse J D Tech in full for the cost of any repair, modification or replacement carried out by J D Tech (or by any third party at J D Tech's direction), or (c) refund the full price paid by J D Tech in respect of those Goods.
5.5 The Supplier shall indemnify J D Tech and keep J D Tech indemnified against any action, loss, liability, damage, expense and costs arising from or incurred as a result of or in relation to any infringement or alleged infringement of any copyright, trade mark, trade name, registered design or other proprietary right arising from J D Tech's purchase or re-sale of or use of or holding of the Goods.

6. Miscellaneous
6.1 These Conditions and the relationship between the parties shall be governed and interpreted exclusively according to the laws of India and the parties hereby submit to the exclusive jurisdiction of Hyderabad (India).
6.2 Any dispute between the Supplier and J D Tech shall be submitted to arbitration and referred to a single arbitrator to be agreed upon by the parties or in default of such agreement to be nominated by the President for the time being of the Incorporated Law Society of India in accordance with the provisions of the Arbitration Acts 1954-1998 or any amendment or re-enactment thereof.
6.3 J D Tech may assign this agreement and any Orders placed hereunder to any other subsidiary or associated companies or other unconnected companies or persons.
6.4 Failure or neglect by J D Tech to enforce at any time any of these Conditions shall not be construed nor shall be deemed to be a waiver of J D Tech's rights hereunder nor in any way affect the validity of the whole or any part of these Conditions nor prejudice J D Tech's rights to take subsequent action.
6.5 If any provision of these Conditions is decided by any court or tribunal of competent authority to be unenforceable for any reason, such unenforceability shall not affect the other provisions of these Conditions which shall continue to apply.