Hardware Terms of Sale

1. PRICES AND TAXES. Unless otherwise stated in writing by BPDIndia,

  • all quoted prices expire in accordance with the quote provided by BPDIndia, and
  • all quoted prices are exclusive of transportation, insurance, central, state, local, excise, value-added, use, sales, property (ad valorem) and similar taxes or duties now in force or hereafter enacted.

Buyer agrees to pay the invoice for all Hardware purchased pursuant to the quote. Buyer will pay all taxes, fees or charges of any nature whatsoever imposed by any governmental authority on, or measured by, the transaction between Buyer and BPDIndia. If BPDIndia is required to collect the foregoing, such amounts will be separately stated on the invoice, and must be paid by Buyer unless Buyer provides BPDIndia with a valid tax exemption certificate authorized by the appropriate taxing authority. Buyer agrees to provide BPDIndia with a valid resale certificate for the Hardware purchased for resale.

2. DELIVERY. At the time Hardware is picked up by the common carrier from a BPDIndia location it is delivered, and title and risk of loss passes to Buyer.

3. SHIPMENT. In the absence of specific shipping instructions, BPDIndia will ship by the method it deems most advantageous using standard commercial packaging. Buyer agrees to pay all transportation charges and costs associated with shipment of the Hardware, including any special or export packaging requested or required under the circumstances, as determined by BPDIndia. Buyer is responsible for obtaining insurance against damage to the Hardware during shipment.

4. TERMS OF PAYMENT. All payments are due net thirty (n/30) days from the date of invoice. Past due invoices are subject to a monthly charge equal to the lesser of one and one-half percent (1.5%) per month, or the highest rate of interest permitted by law. If any invoice remains unpaid after sixty (60) days from the invoice date, notwithstanding any agreement or course of dealing between BPDIndia and Buyer, (i) all subsequent orders will be accepted only on a C.O.D. or cash-with-order basis until satisfactory credit is reestablished at BPDIndia’s sole discretion, and (ii) BPDIndia may suspend shipment of any Hardware ordered until all outstanding invoices are paid.

5. SOFTWARE AND PROPRIETARY RIGHTS. All software supplied is proprietary to BPDIndia and/or its licensors. Use of the software is subject to the terms of the applicable end user agreement. BPDIndia, its licensors or suppliers retain all proprietary rights in and to any Hardware sold.

6. SALES CONVEY NO LICENSE. Hardware is sold by BPDIndia subject to the condition that the sale does not convey any license, under any patent claim covering complete equipment, or any assembly, circuit combination, method or process in which any such Hardware are used as components. BPDIndia and its suppliers reserve all rights under such patent claims.

7. LIMITED WARRANTY. The Hardware limited warranty is provided only to an end user customer for the period set forth in an order that has been accepted by BPDIndia. The end user customer must be:

  • a Buyer purchasing Hardware directly from BPDIndia; or
  • an entity purchasing Hardware from a reseller that (i) is a Buyer of Hardware via the BPDIndia Channel Partner program, or (ii) a reseller that has purchased Hardware from a Buyer who is a distributor. The hardware limited warranty covers defects in materials and workmanship in the BPDIndia-branded Hardware. The limited warranty does not cover:
    • software, including the operating system and software added to the Hardware, or the reloading of software;
    • non-BPDIndia branded products and accessories;
    • problems resulting from (i) external causes such as accident, abuse, misuse, or problems with electrical power, (ii) servicing not authorized by BPDIndia, (iii) usage that is not in accordance with product instructions, (iv) failure to follow the product instructions or failure to perform preventive maintenance, (v) problems caused by using accessories, parts, or components not supplied by BPDIndia;
    • problems resulting from (i) external causes such as accident, abuse, misuse, or problems with electrical power, (ii) servicing not authorized by BPDIndia, (iii) usage that is not in accordance with product instructions, (iv) failure to follow the product instructions or failure to perform preventive maintenance, (v) problems caused by using accessories, parts, or components not supplied by BPDIndia;
    • normal wear and tear; and
    • products with missing or altered service tags or serial numbers. BPDINDIA’S RESPONSIBILITY FOR MALFUNCTIONS AND DEFECTS IN HARDWARE IS LIMITED TO REPAIR AND REPLACEMENT OF THE HARDWARE AS SET FORTH IN THIS WARRANTY STATEMENT. EXCEPT AS PROVIDED ABOVE, BPDINDIA AND ITS SUPPLIERS MAKE NO, AND HEREBY DISCLAIM ALL OTHER, WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8. LIMITATION OF LIABILITY. Neither BPDIndia nor its suppliers will be liable for any loss, damages or penalty resulting from delay in delivery when such delay is due to causes beyond the reasonable control of BPDIndia, including but not limited to supplier delay, force majeure, act of God, labor unrest, fire, explosion or earthquake. In any such event, the delivery date will be deemed extended for a period equal to the delay. BPDINDIA’S AND ITS SUPPLIERS’ LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT AND/OR SALE WILL BE LIMITED TO THE REFUND OF THE HARDWARE PURCHASE PRICE. IN NO EVENT WILL BPDINDIA OR ITS SUPPLIERS BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE HARDWARE BY BUYER OR FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFIT) WHETHER OR NOT BPDINDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING OUT OF THIS AGREEMENT. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST BUYER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

9. SUBSTITUTIONS AND MODIFICATIONS. BPDIndia has the right to make substitutions and modifications in the specifications of the Hardware sold, provided that such substitutions or modifications will not materially affect overall product performance.

10. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between BPDIndia and Buyer and supersedes any other agreements or offers including any purchase order of Buyer. This Agreement may not be modified, supplemented, qualified or interpreted by any trade usage or prior course of dealing not made a part of this Agreement by its express terms. Buyer hereby acknowledges that it has not entered into this Agreement in reliance upon any warranty or representation by any person or entity except for the warranties or representations specifically set forth herein. No modification of this Agreement shall be effective unless in writing signed by both Buyer and BPDIndia.

11. WAIVER. The failure by BPDIndia to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time the performance by Buyer of any of the provisions herein will not in any way be construed as a waiver of such provisions.

12. APPLICABLE LAW. Any dispute arising out of or relating to this Agreement or the breach thereof shall be governed by the laws of the India and the laws of the Haryana State for all claims arising. Both parties hereby consent to the exclusive jurisdiction of State of Haryana.

13. ATTORNEYS’ FEES. The prevailing party in any litigation involving the enforcement or interpretation of this Agreement is entitled to recovery of reasonable attorneys’ fees and costs.

14. IMPORT AND EXPORT REQUIREMENTS. Buyer shall, at its own expense, pay all import and export licenses and permits, pay customs charges and duty fees, and take all other actions required to accomplish the export and import of the Hardware purchased by Buyer. Buyer understands that BPDIndia is subject to regulation by agencies of the India government, including the Ministry of Commerce, which prohibits export or diversion of certain technical products to certain countries and to certain parties as designated by the Indian government. Buyer warrants that it will comply in all respects with the export and re-export restrictions including but not limited to those set forth in the export license for every product shipped to Buyer.