Terms and Conditions | Smaaash Labs

TERMS & CONDITIONS

A. ACCEPTANCE
An order placed by buyer shall become a binding contract upon Seller's (Smaaash Labs) acceptance.
These terms and conditions are incorporated into the contract between Seller and buyer to the
exclusion of any others submitted by buyer, or any other standards or specifications of buyer, unless
expressly accepted in writing by Seller as part of the contract. Proposals, representations or agreements
made prior to this sales contract, whether verbal or written, are excluded unless otherwise expressly
agreed by Seller in writing to buyer.

 

B. PRICES
All price quotations are Ex-works Seller's factory unless an other place of delivery is agreed in writing by
Seller. All sales, use, import, excise and like taxes, whether foreign or domestic, shall be charged to and
borne by buyer. Seller bears no responsibility for any consular fees for legalizing invoices, certificates of
origin, stamping bills of lading, or other charges required by the laws of any country of destination, or
any fines imposed due to incorrect declarations. Charges will be added for factory preparation and
packaging for delivery. If by reason of any act of government, the cost to Seller of performing its
obligations hereunder is increased, such increase shall be added to the quoted price.

 

C. PAYMENT TERMS
Terms of payment are subject to written approval by Seller's credit department, and shall be (i) letter of
credit, (ii) progress payments, or (iii) Net 30 days. Seller reserves the right to modify or withdraw credit
terms at any time without notice. Invoices shall be issued at the time of delivery, unless otherwise
specified, and all payments are due in the currency specified in Seller's quote and/or invoice Interest
shall be due from buyer to Seller on over due accounts at the maximum rate allowed by law. Payment
for goods is due whether or not technical documentation and/or any third party certifications are
complete at the time of shipment due to a reasonable circumstance. Seller shall be entitled to recover
all reasonable attorney's fees and other costs incurred in the collection of overdue accounts. Seller
reserves the right where genuine doubts arise as to buyer's financial position, or in the case of failure to
pay for any goods or services, to suspend delivery or performance of any order or any part thereof
without liability until payment or satisfactory security for payment has been provided. Buyer shall not be
entitled to compensate any payment in respect of the purchase price.

 

D. DELIVERY (EX-WORKS) AND TITLE
Partial delivery’s may be made at the option of Seller. Stated delivery dates are approximate only. Seller
shall have no liability for damages arising out of the failure to keep a projected delivery date,
irrespective of the length of the delay. In the event that Seller's performance is delayed by force
majeure in accordance to the law, defined as causes beyond the reasonable control of Seller, the date
for Seller's performance shall be extended by the length of the delay, and buyer shall not be entitled to
cancel any order on the basis of such delay. In the event buyer is unable to accept delivery of goods
when tendered, Seller may, at its option, arrange storage of the goods and buyer shall be liable to Seller
for the reasonable cost of such storage. This provision is without prejudice to any other rights which

Seller may have with respect to buyer's failure to take delivery of goods which includes the right to
invoice buyer for the goods. Each and every delivery of goods by the Seller shall take place while
reserving the ownership of these goods until the buyer has paid al that he is obliged to pay pursuant to
the contract.

 

E. CANCELLATION
Orders placed by buyer and accepted by Seller may be cancelled only with the consent of Seller and will
subject buyer to cancellation charges, All of Seller's documents, drawings and like information shall be
returned to Seller upon buyer's request for cancellation. No orders may be canceled subsequent to
delivery. Buyer shall verify the amount of the cancellation charges prior to canceling an order.

 

F. RISK OF LOSS
Seller accepts no responsibility for any damage, shortage or loss in transit. Seller will attempt to pack or
prepare all deliveries so that they will not break, rust or deteriorate in shipment, but does not guarantee
against such damage. Claims for any damage, shortage or loss in transit must be made by buyer on the
carrier.

 

G. GUARANTEE
Seller Guarantees, for a period of 13 months as from the moment the goods are ready for delivery ex-
works (Incoterms 2000) or 12 months from installation, whichever is earlier, that goods of its own
manufacture shall be free of defects in materials under normal use and service, provided they are
maintained in accordance with Seller's instructions. By the mere lapse of the guarantee period, any and
all obligations and liabilities of Seller with regards of defects shall end. At its option, Seller will either
repair or replace goods which are found to be defective within the guarantee period for which defect it
is clear that Seller is responsible. Replacement parts will be delivered ex-works, and Seller may require
the return of allegedly defective parts, freight pre-paid, to establish the guarantee. This guarantee is
applicable only if: a) the defect occurred under normal use and service not due to wear and tear or
weather conditions; b) the defect arose from faulty materials; c) buyer notified Seller in writing of the
defect within 14 days of its discovery by buyer; and d) the goods are properly used for which they are
intended and installed, operated and maintained in accordance with any applicable Seller operation and
service manuals e) it are no goods subject to wear such as but not limited to road/guide wheels and
tires, brake linings, chain guide lining, lights, fuse, batteries, elasto springs, lower-pads, pur, springs,
nuts, bolts, seals, safety cables, ratchets, tooth segments, cams, chain dog, filter elements, bearings,
sprocket wheels and chains. With respect to the installation and/or repair activities regarding existing
apparatus, machinery or installations whether or not at Client, no guarantee is given other than the
assurance that these activities will be carried out by skilled personnel to the best of their ability; Goods
delivered in connection with an installation/repairorder are covered by this guarantee clause. The
guarantee provided will be void if the goods were either: a) repaired or serviced by a service facility
which was not authorised by Seller; b) replacement parts not manufactured by Seller were utilised; or c)
modifications were made to the goods which were not prior approved by Seller in writing. Any
descriptions, drawings, samples or similar materials used in connection with this sale are for the sole

purpose of identifying the goods and are not to be construed as a guarantee that the goods will conform
to such description. In relation to make good defects in materials the following services will be delivered
by buyer free of charge or will be reimbursed by buyer to Se ller at actual costs against documentary
proof on first request a) air travel (incl. lodging) and other transport costs for Seller’s personnel. b)
traveling man hours and waiting man hours. c) boarding and lodging and breakfast of Seller’s personnel.
d) costs of transport of parts. e) general assistance by buyer’s personnel and facility equipment during
repairing or replacing of defective goods. f) provision of scaffolding. g) provision of crane assistance,
special tools etc. on location other than at the workshop of Seller. THE WARRANTIES SET FORTH ABOVE
ARE EXCLUSIVE WARRANTIES, AND THESE ARE IN LIEU OF ANY CONDITIONS OR WARRANTIES, WHETHER
EXPRESS OR IMPLIED, AS TO THEIR SUITABILITY FOR ANY PARTICULAR FITNESS OR PURPOSE ARISING
OUT OF THE OPERATION OF LAW OR OTHERWISE.

 

H. INDEMNIFICATIONS

Each party is completely liable for its own personnel, property, equipment,
materials and any other items within such party possession or control and that of its other
subcontractors whether owned, hired, leased, chartered, etc. and defends, indemnifies and holds
harmless the other party for damage and/or loss howsoever caused to such property regardless of
whether any such damage and/or loss is due to the negligence of the indemnified party. - Third Party
Liability. Each party shall assume its legal liability towards third parties for any of its own acts or
omissions and shall indemnify, defend and hold harmless the other party accordingly. For the purposes
of this provision the term third party excludes the client(s) of the buyer. Notwithstanding any of the
indemnities and liabilities specifically referred to elsewhere in the contract at all times buyer shall
indemnify, defend and hold harmless Seller in respect of client(s) of the buyer. - Consequential Loss.
Notwithstanding any of the indemnities and liabilities or warranties specifically referred to elsewhere
Seller shall under no circumstance be liable for any indirect, incidental or consequential damage
including but not limited to, loss of use or downtime, loss of profit or revenue, or loss of product, or any
other economic loss arising, or alleged to arise from Sellers failure to properly carry out its obligations
and buyer hereby agrees to indemnify, defend and hold harmless the Seller against such losses
regardless whether any such loss is due to the negligence of the Seller. - Cumulative Liability. Seller’s
cumulative overall liability for the work, regardless of the kind of liabilities and/or non- performances, if
any, under this Contract shall not exceed a maximum overall amount equal to 15% (fifteen percent) of
the Contract Price paid to Seller under this Contract or the maximum overall amount of Euro.
2.500.000,- whichever is less, even if held to amount to a breach of warranty. Buyer shall indemnify
defend and hold harmless Seller for such claims in excess of this percentage/amount. - Defined terms to
include. For the purposes of the provisions H and I, the term Seller is used as a reference individually and
collectively for Seller including its partners, affiliated companies, agents, representatives and
subcontractors of Seller and their respective employees and the subrogees of that party. Similarly, the
term buyer is used as a reference individually and collectively for buyer including its partners, affiliated
companies, agents, successors, representatives, other contractors of buyer, and their employees and
the subrogees of that party.

 

I. INSURANCES
The buyer shall insure, up to the contract price, the work under a project Construction All Risks
Insurance including guarantee. On prior written request of buyer the Seller shall insure the goods
against additional cost of buyer, until the moment of delivery ex-works (Incoterms 2000) or leaving of
the goods from Sellers workshop, under a Construction All Risks insurance up to the contract price.
Seller shall be co -assured, under the above insurance policies of buyer, which shall contain a waiver of
right of subrogation of claims against the Seller, on request insurance certificate and or policy will be
provide to Seller.

 

J. CHANGES
Seller reserves the right to change, discontinue or modify the design and manufacture of its products
without obligation to retrofit goods previously sold. In the event buyer makes a change to the scope of
this contract which impact the: (i) designs, drawings or specifications of the goods, (ii) method of
shipment or packing, (iii) place of delivery or (iv) delivery schedules, and such change impacts the cost
of, or time required for, Seller' s performance, an equitable adjustment shall be made in the price
and/or delivery schedule. No change shall be effective except upon written agreement of both parties.

 

K. TECHNICAL ASSISTANCE
Upon request, Seller will provide engineering or technical information regarding its goods and, if
feasible, will provide personnel to assist buyer in affecting field installation or field service. Any such
information, service, advice or assistance so provided, whether with or without additional charge, shall
be advisory only. It is expressly agreed that Seller shall have no liability for any damage or loss arising
out or resulting from, or caused in whole or in part by such information, service, advice or assistance
provided.

 

L. REGULATORY COMPLIANCE
By acceptance of delivery of this order, buyer warrants it has complied with all applicable governmental,
statutory and regulatory requirements and will furnish Seller with such documents as may be required.
Seller warrants and certifies that in the performance of this contract, it will comply with all applicable
statutes, rules, regulations and orders of India including laws and regulations pertaining to labor, wages,
hours and other conditions of employment, applicable price ceilings if any.

 

M. CONFIDENTIAL INFORMATION
Each party recognises and acknowledges that all disclosures, documents, drawings, specifications,
patterns, intellectual property rights and other technical information (collectively, “Confidential
Information”) furnished to one party by the other shall remain the sole property of the owner and is
submitted in confidence upon the understanding and agreement that (a) all Confidential Information
shall promptly be returned to the owner upon request, (b) recipient shall not use the Confidential
Information, in whole or in part, for any purpose other than the performance of this Contract, and (c)
recipient shall not disclose or furnish the Confidential Information, in whole or in part, to any third party,

unless it (i) enters the public domain without breach hereof by the recipient, (ii) is used or disclosed with
the prior written approval of the owner, or (iii) is obligated to be produced under order of a court of
competent jurisdiction.

 

N. FORCE MAJEURE
Seller’s omission or failure to carry out or observe any stipulation, condition, or obligation to be
performed under the contract will not give rise to any claim against Seller, or be deemed to be a breach
of contract if the failure or omission arises from causes beyond Seller’s reasonable control.

 

O. DISPUTES
The contract shall be governed by and construed in accordance with the Laws of India. The invalidity or
unenforceability of any particular provision of this contract shall not affect any other provision therein.
The particular invalid or unenforceable provision may be replaced by the court with a provision that
comes closest to that invalid or unenforceable provision. In the event that a dispute and/or claim arising
out of or in relation to this contract and any further agreements resulting there from, which cannot be
settled amicably by the parties, shall be finally determined in accordance to the Laws of India and with
the exclusive jurisdiction of the district court of Mumbai,India. No action for breach of this contract shall
be brought by the buyer more than 18 months after the cause of action has arisen.

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Email : hola@smaaashusa.com

Contact No :  (+1) 507 242 4876

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