OVERVIEW
  1. Any New defective/used pairs for repair or claims to be bring in to the notice of H.O within 7 days. The company will assess and notify the status (repairable or claim) with 3 days after receiving.
  2. Refund of claim pairs will be sending through credit note and can be adjusted on next due payments once the Credit Note is issued by the Company & that Credit Note number has to be mentioned in the Debit Note whenever it is adjusted by the party
  3. USER MAY NOT USE THE SERVICES AND MAY NOT ACCEPT THE TERMS IF YOU ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH Alberto Torresi
  4. You acknowledge and agree that Alberto Torresi may amend any terms & conditions at any given point of time by posting the relevant amended and restated terms of the platform
  5. The terms may not otherwise be modified except in writing by an authorized person of Alberto Torresi
  6. You must register and get it approved by Alberto Torresi on the platform in order to access to use all the services of Alberto Torresi.
  7. If the user is making a prepaid order on our platform. He/she will get cash discount of 2% as store credit that they can use on their next purchase which will be expired in 6 months.
  8. The Purchaser may reject and return at Vendor’s expense any product that: (a) is damaged or defective, (b) dose ot conform to the terms of this Agreement or the application PO (such as agreed specification, quantity or quality requirements, samples, packaging and labeling requirements and other specific instructions given by the purchaser); or (c) is subject to recall.
  9. The Purchaser shall within a period of (three) business days from the receipt of the Products at such location as may be specified by the Purchaser, examine and inspect the Product to confirm if the terms of quantity and specification the Products delivered are as per PO and notify the Vendor in writing, either of the acceptance, rejection or the return by the Purchaser of the Products delivered by the vendor for any of the reason set out in section 3.1 above (“Intimation Date”)
  10. Within a period of 10 (ten) business days from the date of receipt of the Products, the Purchaser shall examine and verify the invoice and other relevant document issued by the Vendor in relation to the sale of the Products and notify the Vendor in writing, of any discrepancies, inconsistencies and reconciliation in respect of such invoice and other related documents (“confirmation Date”), subject to receipt of a valid tax invoice in the form prescribed under Laws by the Purchaser. However, in the event the Purchaser collects or picks up the Products from the Vendor’s designated place, the Purchaser shall examine and verify the invoice and other relevant documents issued by the Vendor in relation to the sale of the Products and notify the vendor in writing, within a period of 10 (ten) business days from the date of receipt of the Products at the designated location of the Purchaser, of any discrepancies, inconsistencies and any reconcillation in respect of such invoices and other relevant documents and this date shall be the Confirmation Date.
  11. Vendor will provide the Purchaser immediate written notice of any recall. Vendor is responsible for costs incurred by the Purchaser in a recall including any shipping costs related to the return of the affected Product and a provision of a replacement Product the customers, if available, as well as any amount of tax credits which are unrecoverable.
  12. Notwithstanding anything contained in this Agreement, the title to the Products shall be transferred to the Purchaser on the intimation Date. Further, the risk of loss shall be passed to the Purchaser upon delivery of Products at Purchaser’s designated warehouse.
  13. Incase the Purchaser is required to return the Products to the Vendor for any reason whatsoever, the risk of loss and title of the Products shall stand transferred to the Vendor upon handing over of the Products by the Purchaser to the carrier and the Purchaser shall have no further obligations, liabilities or responsibilities in relation to the Products.
  14. Vendor will not consent to the entry of a judgment or settle without the Purchaser’ prior written consent, which may not be unreasonably withheld. Vendor will use a counsel reasonably satisfactory to the Purchaser, and the Purchaser will cooperate in the defense at Vendor’s expense. If the Purchaser reasonably determines that any Claim may adversely effect the Purchaser, the purchaser may take control of the defense at its expense ( without limiting Vendor’s obligations under this Section). Vendor’s obligations under this Section 5 are independent of its other obligation under this Agreement.
  15. Neither Party will be liable to the other Party for any consequential, special, punitive, or indirect damages, including lost profits or opportunities, even if such Party has been advised of the possibility of such costs or damages.
  16. The Vendor shall have a period of 7 (seven) business days to raise the credit note of an equivalent amount, acknowledging the debit note issued by the Purchaser and/or intimate the Purchaser of discrepancies or inconsistencies, if any, in the debit note issued by the Purchaser, after which the Vendor shall deemed to have accepted the debit note and the Purchaser shall deemed to be authorized by the Vendor to make necessary adjustment from the amounts payable to the Vendor under this Agreement against such debit note.

SHIPPING

  1. Each Party shall be responsible for managing and paying for transportation of the Products that are collected and delivered by the carriers authorized by such Party.
  2. All Products will be shipped to the place specified by the Purchaser in the PO. Vendor will ensure that the packaging of the Products is in accordance with standard industry practices including transport worthiness with reference to the value and the nature of the Products and the mode of transport, to ensure that there is no loss or damage to the Products during transportation.
  3. If the Vendor is the importer of any Products, Vendor will prepare and submit all documents required to enter those Products into India, and will pay any additional fees or charges due to insufficient documentation. The Vendor shall keep and maintain with itself all relevant documents and records in relation to the import of the Products and the transaction contemplated under this Agreement in accordance with the Laws.

INSURANCE

  1. The Vendor shall maintain at all times an adequate and comprehensive insurance coverage of such amounts as are customary for transaction contemplated in this Agreement, to cover any kind of risk arising out of or in relation to this Agreement including any product liability, intellectual property infringement, workmen compensation and the like. The Vendor will provide the Purchaser with certificates of insurance evidencing its continuing compliance with this Section and will provide 30 (thirty) business day’s advance notice of cancellation, significant modification or expiration, in each case to the Purchaser at with the Vendor’s name and insurance policy number in the subject field.
  2. It is herby clarified that a successful recovery of insurance proceeds by the Vendor shall be adjusted against the indemnification obligations of the Vendor under section 5 and vice versa. For any indemnity obligations of the Vendor that are in excess of the insurance proceeds recovered by the Purchaser, the Vendor shall continue to be responsible for the amount remaining to fulfill such indemnification obligations.

CONFIDENTIAL INFORMATION

  1. Each Party agrees and undertakes to treat as strictly confidential and protect all information and documents received or obtained by it or its advisors, officers, directors, employees, representatives regarding the other Party, its affiliates, its management, business or financing sources, etc. (Collectively “Confidential Information”) and will not at any time hereafter make public, disclose or divulge such Confidential Information to any third Party, Provided, however, that:
  2. Confidential information may be disclosed to such Party’s officers, employees and representatives on a need to know basis and who have a contractual, legal, ethical or professional duty to maintain the confidence of such Confidential Information; and
  3. Confidential Information may be disclosed to the extent required by Law provided a prior written notice is given to the other party along with all opportunities to prevent any disclosure of its Confidential Information.

  MISCELLANEOUS

  1. Term and Termination: This Agreement shall continue to be in force unless terminated by either Party with 60 (Sixty) business day’s prior written notice to the other Party, Subject to Vendor fulfilling all POs it accepts before the effective date of such termination.
  2. Survival: The provisions of this Agreement which by their nature are intended to survive termination of the Agreement, will survive such termination including the provisions of Section 2 (Representations and warranties), Section 5 (Indemnification; Limitation; Remedies), Section 7 (Insurance), Section 8 (Confidential information), Section 9 (Miscellaneous), Section 11 (Ownership of Materials and License) and payment obligations of the Parties.
  3. Notices: Unless otherwise stated, notices and all other communications given, made or required under this Agreement shall be in writing, in English language and shall be delivered: (a) personally, (b) by registered post or internationally recognized courier service, or (c) by electronic mail, in each case addressed to the intended Party at its address set out below or such other address as a party may specify in writing to the other Party from time to time:

To the Purchaser:                                                         Att.:                  Legal Department

                                                                                      Address:          

                                                                                      E-mail:

 

To The Vendor :                                                            Name:

                                                                                      Address:

                                                                                      E-mail

 

  1. Governing Law: This Agreement shall be governed by governed by the Laws of India, without reference to any applicable conflict of laws
  2. Jurisdiction: Both the Parties agree to submit to the exclusive jurisdiction of the courts at AGRA, India for any disputes arising out of or in relation to this Agreement.
  3. Reconciliation of Payments: The Parties have a right to review and identify overpayment and/or under deduction, as maybe applicable, during a period of 180 (one hundred and eighty) days from shall not be applicable to the Purchaser’s   POs and Vendor’s invoice which have already been settled between the Parties as part of the periodic quit-claim account reconciliation process. In the event a Party identifies overpayment/under deduction, it shall communicate the same to the other Party in writing, and the Parties shall mutually discuss and resolve the same within reasonable time.
  4. Conflict Resolution; Entire Agreement: To the extent there is a conflict between this Agreement, and the PO, the terms of the Agreement will control. Vendor may use standard business forms or other communication (such as invoices, confirmations or shipping documents), but use of such forms and communication shall in no event, alter or supersede the provisions of the PO OR THIS Agreement. This Agreement is the entire agreement between the Purchaser and Vendor for the purchase and sale of products, and supersedes all prior agreements and discussions whether oral or written.
  5. Code of Conduct: The Vendor agrees and undertakes to abide by the Purchaser’s Code of Business Conduct and Ethics as made available to the Vendor by the Purchaser ( the “Code”) which prohibits the paying of bribes to anyone for any reason, whether in dealings with the government or the private sector of any statutory body. The Vendor shall not violate or knowingly permit anyone to violate the Code’s prohibition on bribery or any applicable anti-corruption Laws in performing under this Agreement. The Purchaser shall have the right to immediately terminate or suspend performance under this Agreement if the Vendor breaches this section. The Vendor shall maintain true, accurate and complete books and records concerning any payment made to another Party by the Vendor under the Agreement, including on Behalf of the Purchaser. The Purchaser and its designated representative shall have the right to inspect the Vendor’s books and record to verify such payment and for compliance with this section.
  6. Revision; Continued Use: The Purchaser reserve the right to change any of the terms of this Agreement or any policies, at any time and in its sole discretion, by providing a notice of such changes, to the Vendor. If Such changes are not acceptable, the Vendor must notify the Purchaser within a period of 7 (Seven) days from the receipt thereof. Notwithstanding the foregoing, the Vendor’s continued acceptance of the POs following the Purchaser’s notification of the revisions will constitute Vendor’s acceptance of the revisions.