1. DEFINITIONS

"Unique" means the Unique Infoways Pvt. Ltd. company selling products to the Customer as identified in Unique's Quotation or Invoice.

"Customer" means the person or legal entity identified in Unique's Quotation or Invoice.

"Contract" means a contract for sale and/or service and/or facility by Unique to the Customer of the products and/or services and/or facilities incorporating the Terms and Conditions

2. CONTRACT/ORDER

2a. No Contract/order shall come into existence until the Customer's order has been accepted by Unique. The Customer warrants that it is buying for its own internal use only and not for re-sale purposes.

2b. The products sold and/or services and/or facilities rendered are subject to the Terms and Conditions to the exclusion of any other terms and conditions stipulated or referred to by Customer. The Customer acknowledges that it is aware of the contents of and agrees to be bound by the Terms and Conditions.

3. COMMUNICATION/SPOKEN LANGUAGE

All communication written/spoken shall be in either Hindi and/or English only.

4. PAYMENT

4a. Unless any term agreed in written by Unique, payment for the products or services including applicable taxes, freight, insurance etc. etc. shall be made in advance. All such orders would be treated as on hold for maximum of 7 working days before it becomes non executable.

4b. Customer shall bear all country, provincial, municipal, government, state, Union territory and local sales, use, service, facility, value added, excise, octroi, service taxes, privileges and similar levies/taxes.

4c. All delayed payment may be charged interest of 2% per month compounding.

5. PRICE

Unique standard price lists are applicable to all orders unless Customer and Unique have agreed to different discount. Unique reserves right to amend and/or revise any and/or all pricelists at any point of time. All orders which are under execution and not yet invoiced and dispatched would also be covered under all such pricelists. No claim whatsoever would be entertained for all such cases. Schemes, bundles, special periodic discounts are promotional activities of Unique or its affiliates, all such are privileged offers which are offered to all or limited person, organization or community. Unique and its affiliates reserves its right to offer any such schemes, offers, bundles, special periodic offers to particular person, organization or community.

Free items offer does not carry any warranty. Such free items might get invoiced to you on some value because of some commercial transaction policies and/or the Law,  it would get nullified in our books of account.

 6. SOFTWARE

6.1 All software provided is subject to the terms and conditions of the license agreement relating to that software. Customer acknowledges its obligations to abide by such license agreements. Customer acknowledges that Unique does not warrant any software under these Terms and Conditions. All software is warranted in accordance with the license agreement that governs its use.

6.2 All rights, title or interest in respect of the intellectual property rights in the software remain with Unique or the licensor of the software at all times.

7. TITLE AND RISK

Title to and risk in the products shall pass to the Customer upon delivery of the products to Customer. Title to those products which are software shall be governed by the provisions of the software license.

8. DELIVERY

8.1 Unique shall deliver the products to the place of delivery designated by Customer and agreed to by Unique ("Place of Delivery").

8.2 Unique may, at its discretion, deliver the products by installments in any sequence. Where the products are so delivered by installments, each installment shall be deemed to be the subject of a separate contract and no default or failure by Unique in respect of any one or more installments shall vitiate the Contract in respect of products previously delivered or undelivered products.

8.3 Any dates quoted by Unique for the delivery of the products are approximate only and shall not form part of the Contract. Unique shall not be liable for any delay in delivery of the products and/or services, howsoever caused.

8.4 Unique may revise and/or discontinue Products at any time without notice as part of Unique's policy of on-going Product up-date and revision. Revised or updated Products will have the functionality and performance of the Products ordered. The Customer accepts that Unique's policy may result in differences between the specification of Products delivered to the Customer and the specification of Products ordered.

9. ACCEPTANCE OF PRODUCTS

9.1 Unless the Customer notifies Unique to the contrary on the day of delivery and such notification is confirmed in writing within two days, the Products shall be deemed to have been accepted by the Customer as being in good condition and in accordance with the Contract. The Customer shall not be entitled to withhold payment of all or any of the Price of the Products whilst any claim is being investigated by Unique.

10. WARRANTY

10.1 Unless specified otherwise, Unique warrants to the Customer that the Products transacted are covered under standard warranty from manufacturer as per there warranty policies. Unique responsibility ceases after the acceptance of material and no claim whatsoever would be entertained in this regard.  

10.2 Usually This Standard Warranty does not cover damage, fault, failure or malfunction due to external causes, including accident, abuse, misuse, problems with electrical power, servicing not authorized company professionals, usage and/or storage and/or installation not in accordance with Product instructions, failure to perform required preventive maintenance, normal wear and tear, act of God, fire, flood, war, act of violence or any similar occurrence; any attempt by any person other than Unique/Manufacturer authorized service person, to adjust, repair or support the Products and problems caused by use of parts and components not supplied by Unique. The Standard Warranty does not cover any items that are in one or more of the following categories: software; external devices; accessories or parts added to the Product after the Product is shipped from Unique

10.3 During the one-year period beginning on the invoice date, Unique/Manufacturer and/or its authorized agency will repair or replace Products returned to their facility. Customer must prepay shipping and transportation charges, and insure the shipment or accept the risk of loss or damage during such shipment and transportation. Unique/Manufacturer and/or its authorized agency will ship the repaired or replacement products to Customer.

10.4 Unique does not give any warranty that the Products are fit for any particular purpose and this Standard Warranty is given in place of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, trade usage, course of dealing or otherwise including warranties or conditions of merchantability, fitness for purpose, satisfactory quality and/or compliance with description, all of which are hereby excluded to the fullest extent permitted by law.

11. SERVICE AND TECHNICAL SUPPORT

Unique/Manufacturer and/or its authorized agency will provide general service and technical support to Customer in accordance with service and technical support policies in effect. Service and support offerings may vary from product to product as per the standard warranty of Unique/Manufacturer and/or its authorized agency. If Customer purchases optional services and support as listed on Customer's invoice, Unique/manufacturer and/or its authorized agency will provide the optional service and support to Customer in accordance with terms and conditions of Unique/Manufacturer and/or its authorized agency in addition to the Standard Warranty. Unique/Manufacturer and/or its authorized agency may, at its discretion, revise its general and optional service and support programs and the terms and conditions that govern them. Unique/manufacturer and/or its authorized agency has no obligation to provide service or support until Unique has received full payment for the product or service/support contract for which service or support is requested.

12. LIABILITY

12.1 Unique's total liability herein in respect of each event or series of connected events shall not exceed the total price paid for the purchase of products and/or services under these Terms and Conditions.

12.2 The Customer shall indemnify Unique and keep Unique fully and effectively indemnified against any loss of or damage to any property or injury to or death of any persons caused by any negligent act or omission or willful misconduct of the Customer, its employees, agents or sub-contractors or by any breach of its contractual obligations arising out of these Terms and Conditions.

12.3 Unique and Customer agree that Unique will not be liable for Products not being available for use, or for data or software which is lost, corrupted, deleted or altered. Unique shall not be liable to the Customer for any incidental, indirect, special or consequential damages arising out of or in connection with the purchase, use or performance of products or services, even if Unique has been advised of their possibility.

12.4 Any service response times stated by Unique in the service contracts are approximate only and Unique shall not be liable for any direct or indirect loss or damage arising from its failure to meet such response times, howsoever occasioned.

12.5 Any typographical, clerical or other error or omission in sales literature, quotation, price list, acceptance of offer, invoice or other documents or information issued by Unique shall be subject to correction without any liability on the part of Unique.

13. FORCE MAJEURE

Neither party shall be liable for any delay in performing any of its obligations under these Terms and Conditions if such delay is caused by circumstances beyond the reasonable control of the party so delaying, and such party shall be entitled to a reasonable extension of time for the performance of such obligations.

14. GOVERNING LAW AND ARBITRATION

14.1 Terms and conditions laid herewith shall be governed by and construed in accordance with the laws of Delhi, India and shall be subject to the non-exclusive jurisdiction of the courts of Delhi, India.

14.2 Any dispute arising between Unique and parity/’s in respect of these terms shall be finally resolved through arbitration in accordance with the arbitration Rules of Delhi, India. Arbitration shall be held in Delhi, India.

15. TRANSFER OF RIGHTS

 The Customer shall not be assign or otherwise transfer any Contracts or any of its rights and obligations hereunder whether in whole or in part without the prior written consent of Unique. Any such unauthorized assignment shall be deemed null and void.