Proforma Invoice Terms & Conditions

CONDITIONS OF SALE

This Transaction Is Governed By Envopap Limited’s (Envopap) Standard Terms And Conditions Of Sale Notwithstanding Any Provisions Submitted By Buyer. Acceptance Of The Order Is Expressly Conditioned On Buyer’s Assent To Envopap’s Terms And Conditions. Envopap Specifically Rejects Any Different Or Additional Terms And Conditions And Neither Envopap’s Performance Nor Receipt Of Payment Shall Constitute Any Acceptance Of Them. In The Event There Is A Written Agreement Between The Parties That Conflicts With The Terms Set Forth Below, The Terms Of The Written Agreement.

ACCEPTANCE OF ORDER: All orders received by ENVOPAP LIMITED will be subject to quotation on the basis of a Proforma Invoice for subsequent confirmation by the customer in writing. No order will be entered for production and/or delivered until reception of the confirmation of said Proforma Invoice in writing unless otherwise specified. The Proforma Invoice shows a validity date at the top of the document. Once the validity period has matured, ENVOPAP LIMITED reserves the right to amend the prices and any data concerning this document. ENVOPAP LIMITED recommends the customer to use our Product Description mentioned in our document when booking the orders. ENVOPAP LIMITED cannot accept any liability resulting from such changes.

TITLE, RISK OF LOSS, TAXES: For export sales, carriage, and risk of loss shall be governed by the designated INCOTERMS (pursuant to INCOTERMS 2000, or as modified on the front of this invoice), and unless expressly set forth on the front of this Invoice, (a) all duties, taxes, (including value-added taxes), and other official charges due upon importation are Buyer’s responsibility, and (b) all goods are sold FOB ENVOPAP’s place of manufacture or business, and all taxes, are Buyer’s responsibility. +/- 5 % tolerance on quantity and value to be allowed.

PAYMENT TERMS: Payment will be effected according to the conditions set up in the Proforma Invoice unless they were previously agreed with the customer. The amount should be paid to our bank account mentioned in the Proforma Invoice, in due time. In case a documentary credit is used as payment, the above-mentioned bank will be considered the sole beneficiaries bank, and all charges outside our accounts will be met by the applicant. ENVOPAP LIMITED reserves the right to reject those documentary credits containing clauses which may jeopardise the normal development of the sales transaction or which do not meet the above-mentioned terms or the conditions mentioned on the Proforma Invoice.

ADDITIONAL CHARGES: To the prices provided for in this Proforma Invoice are to be added the amount of any tax or other charge imposed by any governmental authority with respect to the manufacture, sale, transportation, delivery and/or use of the goods.

EXCUSE OF PERFORMANCE: No liability shall result from delay in performance caused due to force majeure conditions or the circumstances beyond the control of the party affected, including but not limited to, act of God, fire, flood, war, government action, accident, labour trouble or shortage, inability to obtain material, equipment or transportation. Quantities so affected may be eliminated from the amount ordered at the discretion of the party affected without liability and ENVOPAP may allocate its available supply among its purchasers, including its own internal customer’s divisions inequitable manner as determined by ENVOPAP in its sole discretion, but the order shall remain otherwise unaffected.

FINANCIAL RESPONSIBILITY: If at any time and for any reason the financial responsibility of Buyer shall become unsatisfactory to ENVOPAP, ENVOPAP may require cash or satisfactory security on subsequent shipments or deliveries without impairing the obligation of Buyer to take and pay for the number of goods ordered.

LIABILITY: the Goods being manufactured under Indian climatic conditions, ENVOPAP shall not be responsible for any changes occurring in the intactness of their properties in any varied climatic conditions. Buyer shall examine the goods for nonconformity promptly upon receipt. ENVOPAP shall in no event be liable for any incidental or consequential damages. ENVOPAP’s liability and Buyer’s exclusive remedy for any cause of action arising out of this transaction and its performance, including negligence, is expressly limited to replacement of nonconforming goods or payment in an amount not to exceed the purchase price of the specific goods (applying the conversion rate of US Dollar to GBP as on the date of realization /or on the date of paying whichever is less) for which, damages, are claimed at ENVOPAP’s option. ENVOPAP shall in no event, be liable for any incidental or consequential damages. Buyer, shall not be entitled to deduct from the price invoiced to it the amount of any claim asserted against ENVOPAP without ENVOPAP’s written consent. Buyer’s failure to accept delivery of any instalment of shipment of goods in the quantities and on the terms specified by the Invoice or to fulfil any other provision of the Invoice shall constitute a material breach of the entire transaction, in response to which, in addition to any other remedies hereunder or at law, ENVOPAP may in its discretion by written notice to Buyer (1)declare the entire transaction terminated as of the date of the breach, or (2) reduce the instalments during the remainder of the term hereof to that quantity last ordered by Buyer.

WARRANTIES: Envopap Makes No Warranty Of Any Kind, Either Express Or Implied, By Fact Or By-Law, Other Than Its Obligation To Deliver Goods Of Envopap’s Standard Quality. Envopap Makes No Warranty Of Fitness For A Particular Purpose Or Warranty Of Merchantability.

WAIVER: The failure of either party to insist in any one or more instances upon strict performance of any of the provisions of the Invoice or to take advantage of any of its rights shall not operate as a continuing waiver of such rights.

ASSIGNMENT: This order, its rights or obligations, is not assignable or transferable by Buyer, in whole or in part, except with the written consent of ENVOPAP.

NOTICES, GOVERNING LAW: This transaction shall be governed by the laws of England and Wales, without reference to choice of law rules or to the Convention on Contracts for the International Sale of Goods. All notices required by the Invoice shall be sufficiently given if sent by the official government postal service addressed to the party at the place of business referred to on the front of the Invoice. Before filing a cause of action arising in some way from the performance of this agreement, the parties agree to expeditiously submit such dispute to resolution through the use of or some other mutually acceptable alternative dispute resolution ("ADR") process. Each party shall bear its own cost of presenting its case, and one-half the mediation/ADR.

RESERVE OF TITLE: The title of our products will not be passed to the Buyer until the price is fully paid. This reserve does not authorise the customer to cancel their order, this possibility being restricted to the Seller.

MODIFICATION, MERGER: The Terms and Conditions of this sale may be modified or revised only by a writing signed by authorized agents of the parties. Unless the goods covered by the Invoice are the subject of a written contract between the parties, the Invoice and these Terms shall constitute the entire agreement between the parties and there are no understandings, agreements or representations, express or implied, not specified herein.

LITIGATIONS: This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with the laws of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

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