GENERAL TERMS OF SERVICE
In these general terms of service, the terms hereafter are defined as follows:
"Novateur": Novateur Electrical & Digital Systems Pvt. Ltd. (“Novateur”), whose registered office is situated at 61/62, 6th Floor, Kalpataru Square, Kondivita Road, Off Andheri-Kurla Road, Andheri (East), Mumbai – 400 059, registered Company Incorporated in India under the provisions of the Companies Act, 1956 and having its CIN no: U31909MH2010PTC206487.
"Customer": any legal person as per law, that has entered into an Agreement with Novateur for the provision of Services.
"Party (-ies)": refers to Novateur and/or the Customer.
"Agreement": the agreement entered into between the Customer and Novateur for the services and consisting of the following documents in priority as per their consequential sequence:
- The Special Terms of Service (Agreement with Customer)
- The General Terms of Service
"Special Terms of Service/ Agreement ": all the contract documents defining the Services that shall be provided by Novateur upon request from the Customer on the Product supplied and consisting of the following documents in decreasing order of priority:
- The service proposal submitted by Novateur to the Customer in response to the request submitted by the Customer to Novateur.
- The Customer's order/terms and conditions detailed in a specific contract
"General Terms of Service": Terms as per this Agreement.
"Product" refers to any product or System installed on the Customer's Site by Novateur.
"Facility" refers to the Existing Facility (-ies) belonging to the Customer, remaining under its full control and operated by it at its exclusive risk.
"Customer Site Inspection and Risk Analysis" refers to the document specifying the site requirements and environment for the product and installation.
"Commissioning" refers to the services for checking both the Product's environment and operational start-up of the Product for its activation and testing of the Product provided by Novateur.
" Installation Certificate" refers to the document drawn by Novateur that must be signed by the Customer which shall certify the acceptance by the Customer upon installation of the Product.
"Preventive Maintenance" refers to any maintenance service provided on the Product intended to prevent malfunctioning of the Product under Warranty/ Maintenance Contract.
“Breakdown Maintenance” refers to Service provided by Novateur on Products that breakdown and covered under warranty of the product/ Maintenance contract.
"Servicing Report" refers to the report drawn up by Novateur that must be signed by the Customer following any servicing on a Product in use.
"Preventive Maintenance Report" refers to the report drawn by Novateur that must be signed by the Customer following any Preventive Maintenance service. It shall specify the results of the measures carried out.
"Service(s)" refers equally to commissioning/Installation, preventive maintenance and/or attending for breakdown maintenance calls.
"Site" refers to the place agreed in the Agreement which includes site of the Customer (physical location of the Facility/ies), where the Customer has requested Novateur to provide Services.
These General Terms of Service are applicable to all requests for Services submitted by the Customer to Novateur, to any sales proposal drawn by Novateur and to any order by the Customer.
Any order for Services submitted to Novateur constitutes express and unreserved acceptance by the Customer of these General Terms of Service and waiver on its part of the application of its own general terms of servicing or sub-contracting.
2. ORDERING, QUOTING AND ACCEPTANCE
Orders only become final after acceptance and written confirmation by Novateur. The Agreement for the provision of the Services is considered as entered into when Novateur has acknowledged receipt of the Customer's order and the Customer has provided all the documents and information mentioned in this Agreement.
Any additional request or modification in the information mentioned in this agreement that modifies or extends the Services defined in the Special Terms of Service must be the subject of a new request from the Customer submitted to Novateur.
In the event of partial or total cancellation of an order for Services by the Customer, Novateur shall keep or may demand payment of all the amounts billed to the Customer for the cancelled Services.
3. PRICES - TAXES AND CHARGES
Prices are understood to be ex-works and exclusive of taxes. The prices in application are those on the Price List (INR) in force at the time of order or on the date of Service and invoicing. Prices are firm. The Customer expressly agrees not to request any price revision, regardless of circumstances. All Cost of Installation will be included in the above proposal where ever applicable.
Interest @ 24% per annum will be charged if any invoice is not paid by its due date. Further, the is entitled to take legal recourse to recover the dues.
All duties, taxes, levies and other charges arising because of or in relation to the Order shall be at the Customer’s expense and shall be paid directly by the Customer, or if paid by Novatuer same shall be reimbursed promptly by the Customer on presentation of the documents pertaining thereto certifying that the said payments were made.
4. TERMS OF SERVICE
4.1 CUSTOMER SITE INSPECTION AND RISK ANALYSIS
The Customer undertakes to comply with the measures recommended in this Agreement.
Novateur may refuse to provide the Services in the event that it considers that the Facilities have not been installed or maintained in accordance with best practice, safety rules for products or people, or current standards that are likely to compromise the due provision of the Services.
4.2 PRODUCT RISK
Novateur may also refuse to provide the Services in the event that it considers that the Products themselves have not been installed or maintained in accordance with best practice, safety rules, current standards or the specifications featured in its catalogues and manuals.
Novateur may refuse to service Products that have been modified without its prior permission.
4.3 PREPARATION, CONNECTION AND POWERING-UP OF THE PRODUCT
Unless specifically agreed otherwise, the Customer is solely responsible for the delivered products and Site Conditions. Customer is solely responsible for the connection and wiring of the Product and of its Facility.
After installation, the Customer is solely liable for the usage of product not being used as per User Manual and for any consequences due to this.
4.4 DATES, DEADLINES AND SERVICING TIMES
4.4.1 Subject to the Customer Agreeing on all the documents and information mentioned above as per 4.1- 4.3, Novateur shall contact the Customer to agree on a date to provide the Services.
4.4.2 It is specified that the dates, deadlines and servicing times indicated in the Special Terms of Service are provided for information purposes only. Unless specifically agreed under no circumstance’s customer shall trigger penalties, damages or any liability on Novateur.
4.5 POSTPONEMENT OR SUSPENSION OF SERVICES ATTRIBUTABLE TO THE CUSTOMER
In the event of postponement or suspension of the Services for reasons attributable to the Customer, Novateur reserves the right to bill to the Customer all the costs and expenses paid by Novateur including, without this list being exhaustive, transport and labour costs, as well as in general all costs resulting from extension of the Service deadline.
4.6 COMPLETION OF THE PROVISION OF SERVICES
The Service shall be considered to be provided after the Installation carried out by Novateur. An Installation Report detailing the actions carried out on the Product shall be drawn up and jointly signed.
The completion of the carrying out of the installation is confirmed in the installation Certificate jointly signed by the Parties.
The Installation Certificate may certify the compliance of all specific instructions to the Customer. Novateur may refuse acceptance and refuse the Installation of the Product in the event of a risk of any type whatsoever.
The Customer shall however be required to sign the Installation Certificate stating the situation status and make payment for the agreed Services upon receipt of the corresponding invoice.
4.6.2 Preventive or Break down Maintenance
A Service Call Report detailing the findings and actions carried out on the Product shall be jointly signed.
The completion of the carrying out of Preventive Maintenance is confirmed in Service Call Report jointly signed by the Parties. Only the Service call Report shall confirm the completion of the Break down service.
5. OBLIGATIONS AND RESPONSIBILITIES
5.1 CUSTOMER’S OBLIGATIONS
The Customer undertakes to submit, no later than upon placing its order, all the documents and information on the Product required for Novateur to provide the Services.
The Customer undertakes to inform Novateur of all the special conditions for provision of the Services linked to the Site or to the Facility/ies, particularly including safety standards or any other regulations applicable on the Site, the Site's specific characteristics, the Site access documents.
The Customer undertakes to confirm that its Facility is up to standard, safe and in good working order by signing the Installation Report or the Service Call Report.
At all times, the Customer guarantees the safety on the Site and the safety of its Facility/ies for Novateur staff, representatives or sub-contractors required to provide Services.
In the event of Services on Site, the Customer undertakes to facilitate and guarantee unrestricted access to the Site and to the Product for which the Services are provided and to be present during the provision/performance of the Services.
5.2 NOVATEUR'S OBLIGATIONS
Novateur undertakes to provide the Services according to best practice, using qualified staff. However, it is specifically agreed that Novateur's obligations regarding the provision of the Services are considered as obligations of due care.
Novateur shall provide services exclusively under the terms and according to the procedures specified in the Special Terms of Service/Agreement.
Novateur reserves the right to suspend the Services at any time in the event that it appears in the course of the provision of the Services that the servicing conditions on the Customer's Site are likely to endanger the safety of Novateur, of its staff, representatives or sub-contractors.
The Customer remains liable at all times for its Facility, and accordingly for the accuracy, exhaustiveness and suitability to its needs of the documents and information provided by Novateur.
Novateur has no obligation to check, rework or modify the wiring or connection of the Products or of the Facilities.
The Services are payable in advance and no later than the date of provision of the Services.
On no account may the provision of the Services by Novateur entail the extension in any way of the warranties for the Product for which the Services are provided. General terms of warranty shall apply.(https://www.numericups.com/warranty-clause).
Unless specifically agreed otherwise, Novateur disclaims all liability in the event of servicing of the Product or modification of the Product by the Customer or by a third party.
Novateur disclaims all liability in the event that the Customer has not followed best practice or the manufacturer's recommendations in terms of the installation, maintenance and safety of the Products.
Novateur's liability is limited to only direct material damage that the Customer demonstrates was caused by the total or partial faulty fulfilment or non-fulfilment of its obligations by Novateur excluding any non-material and indirect damage such as purely financial or commercial damage including, without this list being exhaustive, losses of income or profits or damage to its image.
In any event, Novateur's total and combined liability is limited to the amount, excluding GST, actually paid by the Customer for the relevant order for Services.
9. FORCE MAJEURE
Force majeure and unforeseeable events such as, without this list being exhaustive: earthquake, hurricane, mobilisation, state of war, riot, embargo, as well as in the event of strikes, even partial, for whatever reason, lock-out of Novateur's factories or industries or public services that contribute to their supplying or functioning, epidemic, Pandemic, shortage of labour, suspension or slowdown of means of transport whatsoever, fire, flood, manufacturing or transport accident, tool breakage, shortage of raw materials, energy, etc. entail the suspension of Novateur's obligations.
10. INTELLECTUAL PROPERTY
All the intellectual property rights relating to the Products, to the documents submitted by Novateur and to the Services provided by Novateur remain its exclusive property. Accordingly, Novateur shall remain the exclusive owner of the studies, plans, diagrams and all documents submitted to the Customer or with which the Customer has been able to acquaint itself in connection with the Agreement or a sales proposal.
Novateur grants the Customer the right to use the documents submitted for its own needs to operate and maintain the Facilities, at its own risk.
The Customer acknowledges that these documents are confidential and must not be disclosed to third parties in any way, without prior, written permission from Novateur and must be returned to it without delay if the Agreement is terminated, or not entered into or upon any request on its part.
Novateur may freely sub-contract all or part of the Services to any natural or legal person of its choice that it shall have qualified.
The Customer acknowledges that he is acquainted with and adheres to Novateur's sustainable development and business ethics requirements, as set out in the Charter of Fundamental Principles, in the Guide to Good Business Practices and in the Charter for Fair Competition, which is available on the Novateur Group’s Website - http://www.legrandgroup.com/EN/
The Customer undertakes to comply with the Novateur Group sustainable development policy especially regarding environmental protection, compliance with social and labour applicable rules and policies, occupational health and safety of its employees, ethical conduct in business relationship and more specifically prevention of corruption and compliance with competition rules.
In terms of prevention of corruption, Novateur expects the Customer to reject corruption in all its forms, whether public and private, active or passive. To this end, the Customer undertakes to comply with all applicable national and international laws and regulations relating to the prevention of corruption of each country he is established in and/or he operates in.
In terms of competition law, Novateur expects the Customer to reject every unfair or anti-competitive practice and to demonstrate a law-abiding behaviour towards its competitors, its customers and its suppliers. To this end, the Customer undertakes to comply with all applicable national and international laws and regulations relating to fair competition of each country he is established in and/or he operates in.
The Customer undertakes to observe and to implement within its group principles of good business practices equivalent to those described in the Fair competition Charter of the Novateur Group especially concerning prohibited vertical agreements, abuse of market power or exchanging of privileged information with competitors.
13. GOVERNING LAW JURISDICTION
These General Terms of Service, and any Agreement for the provision of Services are governed by Indian law. In the event of objection or dispute, the matter shall be referred to the Courts in Chennai, even in the event of appeal, or the introduction of third parties or multiple defendants.