GENERAL TERMS AND CONDITIONS for SALE OF AMUL (GCMMF)’s PRODUCTS ON
AMUL DAIRY TRADE (ADT)
1.0
Application of terms and conditions
1.1
These General Terms and Conditions of Sale (hereinafter referred
to as the Terms), shall apply to all sales made by GCMMF (hereinafter referred to as Amul) to a winning bidder in Amul Dairy Trade (ADT) eMarket
Trading Event (hereinafter referred to as the Bidder) of all products including
services incidental thereto (hereinafter referred to as the goods), to the
exclusion of the Bidder's terms of purchase.
1.2
Any deviating terms and conditions of purchase issued by the
Bidder or additions, modifications or limitations to these Terms, shall apply only if expressly approved by Amul in writing.
2.0
Definitions
“Bidder Contracting Information” means the bidder specific
information made available to a bidder in accordance with the Market Rules
prior to the Trading Event at which the goods were purchased.
“Contract Confirmation” means the contract confirmation or other
such written documentation issued by Amul after the Trading Event which
confirms, supplements, or modifies the details of Bidders winning bid in a
Trading Event. Unless otherwise stated by Amul in writing the Contract
confirmation shall include these Terms.
“Trading Event” means the Amul Dairy Trade eMarket Trading
events at which Amul offers products for sale via a trading website
3.0
Contract Confirmation
3.1
The bidder acknowledges and confirms that upon winning the bid of Amul
Dairy Trade eMarket Trading event he shall be deemed to have formed a
binding contract to purchase the goods from Amul.
3.2
Amul shall accept no liability for any typographical or other
errors or omissions in any information submitted by Amul and published at the Amul
Dairy Trade trading website, invoice or other document or information
issued by Amul. Amul reserves the right to correct any such errors and
omissions.
4.0
Prices
4.1
The Prices for the goods shall be the price specified Ex-works/ F.O.R
Branch as winning price in Rupees per kg. It may be adjusted to incorporate any
additional charges or other matters stated in the Bidding Contracting
Information, exclusive of taxes and duties.
5.0
Payment
5.1 An EMD of Rs 1/kg of bid quantity Or Rs 10,000/-, whichever
is higher, is to be deposited with Amul for participation in Trading event. The
amount will be adjusted against payment of winning quantity by the bidder. In
case no quantity is allocated to bidder, the amount will be refunded.
5.2
Unless otherwise confirmed by Amul in writing, the terms of
payment shall be advance payment to the designated account.
5.3 The payment for the entire winning quantity to be deposited
within 3 working days of the Trading event
5.4
Payment shall be deemed to have been effected once the sums due without
deduction are made available to Amul in the account designated by Amul. Agents
and distributors have no authority to receive payment.
5.5
The Bidder shall not be entitled to make any deductions, set-offs
or counterclaims in sums due to Amul, unless confirmed by Amul in writing.
5.6
Amul shall be entitled to cancel the Contract and/or suspend any
further deliveries under any current Contract until any and all outstanding
sums have been paid in full.
5.7
Title in the goods shall pass from Amul to the Bidder only when
payment of all sums due has been made in full.
6.0
Delivery.
6.1
Unless otherwise confirmed by Amul in writing, delivery shall be
made Ex-Works or F.O.R Branch as specified in the auction
6.2
All dates quoted for delivery of the goods shall be approximate
only, and Amul shall not be liable for any losses or damages suffered by the
Bidder due to any delay in delivery or non-delivery of the goods howsoever
caused.
6.3 If the Bidder fails to take timely delivery of the goods –
or if, where the Bidder is to give delivery instructions, the Bidder fails to
give such instructions – Amul may at its discretion either extend the time of
delivery or shipment of the goods, storing the goods at the Bidder’s risk and
cost until actual delivery or cancel the Contract or any part thereof, in
either case without prejudice to any other right or remedy available to Amul.
6.4
Partial shipment or partial delivery and/or transhipment shall be
permitted. Each partial shipment or delivery shall be regarded as fulfilment of
a separate and independent Contract.
6.5 Risk of damage to or loss of the goods shall pass to the
Bidder at the time of delivery or if the Bidder wrongfully fails to take
delivery of the goods, at the time when Amul has tendered delivery of the goods.
7.0
Indemnification and Liability
7.1
Unless otherwise confirmed by Amul in writing the goods shall
comply with the national legal requirements applicable in India.
7.2
Amul is not liable for the fitness for intended purpose of the goods
and the Bidder undertakes the risk and liability that the goods are suitable
for the purpose for which they are marketed and/or used.
7.3
Unless otherwise confirmed in writing by Amul, Amul shall at all
times without incurring liability be entitled to modify or amend the
specifications, production processes, packaging and/or labelling of the goods
without notice to the Bidder.
7.4
Force majeure: Amul shall not be liable for a failure to perform any
of Amul’s obligations or deemed in breach thereof, if Amul shows that the
failure was due to an impediment beyond the control of Amul. The occurrence of
such an event relieves Amul from damages, penalties and other contractual
sanctions. Such events shall include in particular, but shall not be limited to
strikes, lockouts, labour disputes, explosion, fire, natural disasters,
governmental measures and restrictions imposed by national or foreign
authorities, confiscation, embargoes, currency restrictions, veterinary
diseases, acts of terror, etc. Further, it postpones the time for performance
for such period as may be reasonable, thereby excluding the Bidder's right, if
any, to terminate or revoke the Contract.
8.0
Product Liability
8.1
Recall: In the event of a recall of the goods instigated by Amul
or a competent authority, the Bidder shall in consultation with Amul take all
necessary actions that are appropriate in the circumstances. These may include,
without limitation, to stop delivery of the goods and to recall the goods from
warehouses, distributors and retailers. The Bidder shall not interfere with the
recall proceedings, which shall be controlled by Amul only, and shall not make
public any actual or planned recall of the goods, except as provided by
applicable mandatory law or as instructed by Amul.
8.2
Amul shall not assume any liability in respect of the manner in
which the product supplied by Amul reaches to the end user after the delivery
of goods. Amul shall at no stage be held liable for any change in quality of
the goods supplied by Amul on account of any process, or mixture or alteration
on part of the bidder in the original product supplied by AMUL.
9.0 That the present Agreement
between ‘Amul’ and the ‘Bidder’ is on principal-to-principal basis and nothing
in this agreement shall be construed to confer the authority of an agent upon
the ‘Bidder’ to bind ‘Amul’, in any manner whatsoever.
10.0
That the ‘Bidder’ shall keep ‘Amul’ indemnified against all risks
and consequences arising out of any action, inactions or omissions by the
‘Bidder’ leading to spoilage or deterioration in the quality of the products.
That the ‘Bidder’ shall further, keep ‘Amul’ indemnified against any liability
or consequences arising on account of any act of the ‘Bidder’ which attract the
offences of ‘adulteration’, ‘misbranding’, or any other offences/liabilities
arising under the Food Safety and Standards Act, 2006 and the allied Rules and
all other statutory laws relating to food products, applicable for the time
being in force.
11.0
The products being domestic products shall be sold by the ‘Bidder’
only within the territory of India. Any sale of the products outside the
territory of India shall constitute a breach of the Agreement and the ‘Bidder’
shall solely and exclusively be liable for all penalties, liabilities and
consequences arising out such illegal sale, arising under the Indian Laws and
the laws of the Country where the product is sold/exported to.
12.0
The present Agreement is only for sale and purchase of products
from ‘Amul’ and the same shall not be deemed to create any distributorship,
dealership, franchise or license in favour of the ‘Bidder’.
13.0
The present Agreement does not constitute and shall not be
construed as a license of the Trademarks or other intellectual property in
favour of the ‘Bidder’. The ‘Bidder’ acknowledges that it does not claim any
ownership rights in the Trademarks and other intellectual property and that it
shall not acquire or claim any ownership rights therein by reason of this
Agreement, or as a result of use, or for any other reason.
14.0
The ‘Bidder’ will not at any time do, or knowingly permit others
to do, any act or thing which would in any way impair the rights of ‘Amul’ in
and to the Trademarks or which may affect the validity of the Trademarks or
which may dilute or depreciate the value of the Trademarks or their reputation.
15.0
Any failure by ‘Bidder’ to abide by any of the
terms and conditions of the present Agreement shall constitute a ‘breach’ of
the Agreement and in such circumstances, ‘Amul’ shall be entitled to recover a
sum equivalent to EMD amount as ‘liquidated damages’ from the ‘Bidder’.
16.0
Governing Law and Jurisdiction
16.1
Any disputes arising out of or in connection with any Contract or
offer, quotation or order confirmation issued by Amul or in connection with the
delivery of the goods to the Bidder, including but not limited to disputes
relating to the construction of these Terms, be settled before the courts of
law in Anand, Gujarat.
16.2
Notwithstanding the above, Amul shall at all times at its
discretion be entitled to initiate legal proceedings against the Bidder in the state
in which the registered office of the Bidder is located.
Gujarat Co-operative Milk Marketing Federation Ltd (AMUL)
Amul Dairy Road, ANAND 388001, Gujarat, India
Telephone +91 2692 258506 Telefax +91 2692 258506, www.amul.com
E-mail: emarket@amul.coop