Effective Date: 10 March 2025 - 9th April 2026
These Terms of Service ("Terms") govern the supply of goods ("Products") and related services by AMCO Industries ("AMCO," "we," "us," "our") to you, the business client ("Client," "you," "your"). By placing an order with AMCO, submitting a purchase order, accepting a quotation from AMCO, or accepting delivery of Products from AMCO, you agree to be bound by these Terms. These Terms, together with any specific terms agreed upon in a written quotation, purchase order confirmation, or separate signed agreement issued by AMCO, constitute the entire agreement between AMCO and the Client regarding the subject matter herein, superseding all prior discussions, negotiations, and agreements. Any terms and conditions proposed by the Client in its purchase order or other documents that differ from, conflict with, or add to these Terms are hereby rejected and shall be void, unless expressly agreed to in writing by an authorized representative of AMCO.
a. All orders are subject to acceptance by AMCO in writing (e.g., via an order confirmation). AMCO reserves the right to accept or reject any order for any reason.
b. The Client is responsible for ensuring the accuracy and completeness of all specifications, drawings, and other information provided to AMCO for the manufacturing of Products ("Specifications").
c. AMCO shall manufacture Products in accordance with the agreed Specifications. Minor deviations that do not materially affect the performance, functionality, or form/fit of the Product may occur and shall not constitute a breach of contract.
d. Any changes to Specifications requested by the Client after order acceptance may be subject to price and delivery adjustments and must be agreed upon in writing by AMCO.
a. Prices for Products shall be as quoted by AMCO in writing or as listed in AMCO's current price list at the time of order acceptance. Quotations are typically valid for a specified period; otherwise, they are valid for [e.g., 15 or 30] days from the date of issuance.
b. All prices are exclusive of applicable taxes (including but not limited to Goods and Services Tax - GST), duties, levies, freight, insurance, and handling charges, unless otherwise explicitly stated in writing by AMCO. These additional costs will be added to the invoice and are payable by the Client.
c. Payment terms shall be as specified in the AMCO quotation or order confirmation. If no terms are specified, payment is due [e.g., Net 30 days] from the date of the invoice.
d. AMCO reserves the right to require advance payment, deposits, or other forms of security before commencing production or dispatching Products, particularly for new clients or large orders.
e. Late payments shall accrue interest at the rate of [e.g., 1.5%] per month (or the maximum rate permitted by law, whichever is lower) on the outstanding overdue balance. AMCO may suspend further deliveries or services until all overdue amounts are paid in full.
f. Client shall not be entitled to withhold payment or make deductions for any reason, including alleged counterclaims, unless agreed in writing by AMCO.
a. Delivery dates provided by AMCO are estimates only and are not guaranteed. AMCO shall use commercially reasonable efforts to meet estimated delivery dates but shall not be liable for any delays. Time of delivery is not of the essence.
b. Unless otherwise agreed in writing, delivery shall be Ex-Works (EXW) AMCO's facility [Specify Location, e.g., [City, State], India] (Incoterms 2020).
c. Title to the Products shall pass to the Client only upon full payment of the purchase price and any other amounts due to AMCO.
d. Risk of loss or damage to the Products shall pass to the Client upon delivery to the carrier at AMCO's facility (under EXW terms) or as otherwise specified by the agreed Incoterms.
e. The Client is responsible for arranging and paying for transportation, insurance, and any unloading costs from the point of delivery.
a. The Client shall inspect the Products immediately upon receipt.
b. Any claims for shortages, damage during transit (where AMCO arranges transit), or non-conformance with Specifications must be notified to AMCO in writing within [e.g., 5 or 7] business days of receipt of the Products. Failure to provide such notice within the specified period shall constitute unconditional acceptance of the Products and a waiver of such claims.
c. If Products are claimed to be defective or non-conforming, Client must provide AMCO with reasonable access to inspect the Products and cooperate fully in any investigation. Defective Products shall not be returned without prior written authorization (e.g., Return Material Authorization - RMA) from AMCO.
a. AMCO warrants that the Products manufactured by it will be free from defects in materials and workmanship under normal use and service, and conform substantially to the agreed Specifications for a period of [e.g., 6 or 12] months from the date of dispatch from AMCO's facility ("Warranty Period").
b. This warranty does not cover: (i) Products not manufactured by AMCO (though AMCO may pass through manufacturer warranties where possible); (ii) defects resulting from improper installation, misuse, neglect, accident, alteration, repair, or handling by the Client or third parties; (iii) normal wear and tear; (iv) Products used outside of specified operating conditions; (v) defects arising from Client-provided Specifications or designs.
c. AMCO's sole obligation and the Client's exclusive remedy under this warranty shall be, at AMCO's option, to repair the defective Product, replace the defective Product, or credit the Client's account for the purchase price of the defective Product, provided the Client has notified AMCO in writing within the Warranty Period and complied with return procedures if requested.
d. Disclaimer: EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH ABOVE, AMCO MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
a. AMCO retains all rights, title, and interest in its pre-existing intellectual property, including its manufacturing processes, designs (unless specifically created for and assigned to the Client under a separate agreement), tools, and know-how.
b. If Products are manufactured according to the Client's Specifications or designs, the Client warrants that such Specifications or designs do not infringe upon the intellectual property rights of any third party. The Client agrees to indemnify, defend, and hold harmless AMCO against any claims, liabilities, costs, and expenses (including legal fees) arising out of any alleged or actual infringement related to Client-provided Specifications or designs.
Both parties agree to keep confidential any non-public information disclosed by the other party in connection with their business relationship, including technical, commercial, and financial information ("Confidential Information"). This obligation shall not apply to information that is: (a) publicly known through no fault of the receiving party; (b) rightfully received from a third party without confidentiality restrictions; (c) independently developed by the receiving party; or (d) required to be disclosed by law or court order (provided notice is given to the disclosing party where legally permissible).
a. IN NO EVENT SHALL AMCO BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE PRODUCTS OR SERVICES PROVIDED, EVEN IF AMCO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. AMCO'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE PRODUCTS, OR THE SERVICES PROVIDED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL IN NO EVENT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT TO AMCO FOR THE SPECIFIC PRODUCT(S) GIVING RISE TO THE CLAIM DURING THE [e.g., 6 or 12] MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
c. These limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.
The Client agrees to indemnify, defend, and hold harmless AMCO, its affiliates, officers, directors, employees, and agents from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Client's use, handling, storage, or resale of the Products; (b) the Client's breach of these Terms; (c) infringement of third-party rights due to Client-provided Specifications (as covered in Section 7.b); or (d) any negligent or willful misconduct by the Client or its agents.
AMCO shall not be liable for any delay or failure to perform its obligations under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, civil unrest, strikes, lockouts, labor disputes, fire, flood, earthquake, epidemics, pandemics, governmental actions or regulations, material shortages, power failures, or transportation delays ("Force Majeure Event"). AMCO will notify the Client of the Force Majeure Event and its expected duration, and its performance obligations will be suspended for the duration of the event.
Either party may terminate the agreement formed by these Terms and related order(s) if the other party commits a material breach of these Terms and fails to cure such breach within [e.g., 30] days after receiving written notice thereof. Termination shall not relieve the Client of its obligation to pay for Products already delivered or in production based on accepted orders. AMCO may terminate immediately if the Client becomes insolvent, files for bankruptcy, or ceases business operations.
a. These Terms and any disputes arising out of or in connection with them shall be governed by and construed in accordance with the laws of India, without regard to its conflict of laws principles.
b. Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or invalidity thereof, shall be subject to the exclusive jurisdiction of the competent courts located in [Specify City, State - e.g., New Delhi, Delhi OR the city/state where AMCO's registered office or primary place of business is located], India.
c. The parties agree to attempt to resolve any dispute amicably through negotiation before initiating formal legal proceedings.
No amendment, modification, or waiver of any provision of these Terms shall be effective unless in writing and signed by an authorized representative of AMCO.
If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
All notices required or permitted under these Terms shall be in writing and delivered personally, by reputable overnight courier, or by registered or certified mail, postage prepaid, to the addresses specified in the relevant order documents or as otherwise notified in writing by the parties. Notices to AMCO should be sent to:
AMCO IndustriesThese Terms, together with the specific terms in accepted quotations and order confirmations, constitute the entire agreement between AMCO and the Client regarding the subject matter hereof and supersede all prior agreements, understandings, and communications, whether oral or written.