Document wDaZ0qjezr6oOpDxDQKGgMkOd

ORIGINAL E. I. DU PONT DE NEMOURS & CO. (INC.) DU PONT CHEMICALS WILMINGTON, DELAWARE 19898 U.S.A. CUSTOMER ORDER NO. STL/250-92 SOLD TO INDMAG LTD 1-1 PALACE RD BANGALORE 560 001 INDIA DU PONT ORDER NO. IBM M 31564 J00 INV REF NO, L730525665 INVOICE NO. ..LZ-5-1233 8.9.Q SHIP TO COMMISSION ACCOUNT EXPORT TO INDIA FREIGHT TERMS VIA* PPD OCEAN FREIGHT TO BOMBAY SHIPPING TERMS CIF BOMBAY PAGE NO. 1 INVOICE DATE 12/31/92 PAYMENT TERMS N 30 ACCOUNT NO. X438651 DATE SHIPPED 04/27/92 SHIPPING HEIGHT BUYER'S ACCEPTANCE OF GOODS COVERED BY THIS INVOICE CONSTITUTE ACCEPTANCE OF ALL TERMS AND CONDITIONS OF SALE STATED ABOVE AND ON REVERSE SIDE. SHIPPING TERMS SHALL BE GOVERNED BY INCOTERMS-1990 AND SHALL APPLY UNLESS OTHERWISE STATED. FOR NON-DRAFT BILLING, PLEASE SEND ALL REMITTANCES IN U.S. DOLLARS WITHOUT DEDUCTION FOR EXCHANGE FLUCTUATIONS, CUSTOMS OR OTHER FOREIGN GOVERNMENT ASSESSMENTS. REMIT PROCEEDS BY S.W.I.F.T. OR TELEX AT OUR EXPENSE TO CHASE MANHATTAN BANK, NEW YORK. NY U.S.A.s S.W.I.F.T. CHASSUS 33* TELEX 125563s ACCOUNT OF E.I. DU PONT DE NEMOURS & CO. #910-1-484559. PLEASE MAKE CERTAIN YOU STATE YOUR COMPLETE COMPANY NAME, COUNTRY, AND THE INVOICE NUMBER BEING PAID. 00401649 COO 809 00 1231 XBA N36553 F 01 99 X4 7L STANDARD CONDITIONS OF SALE 1, Seller warrants that the products or materials (hereafter "pro 8. If any Government action should place or continue Jirhita-. ducts'') delivered hereunder meet Seiler's standard specifica tipns on the price provided for in this agreement, such th^Trt'' r tions for the products or such other specifications as rriay have would be illegal or against public or Government policy for Setter' - - been expressly agreed to herein;, SELLER MAKES WO WAR RANTIES OF MERCHANTABILITY. OR FITNESS FDR A PAR TICULAR PURPOSE, OR ANY OTHER EXPRESS OR IMPLIED WARRANTY, EXCEPT A$ PROVIDED IN CONDITIONS 3 AND 4 HEREIN. Buyer assumes all risk and liability resulting from use of the products delivered hereunder, -whether used singly or in combination with other products. to charge, assess or receive the full amount of or tofipprea^ ' such prices as determined by this agreement,'then Seller sflatlT', lr * : have the option (1) to continue to perform urider thtsagreementsubject to such adjustments in pricesdhat Seller may de^rh hec-;, hi essary to comply with such Government action, <2) to revise this ;' agreement, subject to Buyer's approval, in order to most nearly ` accomplish the original intent of this agreement, or (3) to ter minate performance of the affected portions of the agreement 1 .2, No claim of any kind, whether as to .products delivered or for without liability for any damages. nondelivery of products, and whether or not based on negli gence, shall be greater in amount than the purchase' price of the products in respect of which damages are claimed; and failure to give notice of claim within ninety (90) days from date of deliv B. At Buyer's request, Seller may furnish such technical assistance and information as it has available with respect to the " use of the products covered by this agreement. Unless other wise agreed in writing, all such technical assistance and. rnfor- y'' ; ery, or the date fixed for delivery (in the case of nondelivery), : mation will be provided gratis, and Buyer assumes sole -;, shall constitute a waiver by Buyer of afi claims in respect of such responsibility for results obtained in reliance thereon. - products. No charge or expense incident to any claims will be allowed unless approved by an authorized representative of 10,. Buyer acknowledges that it has received and is familiar with Seller. Products shall not be returned to Seller without Seiler's Seller's labeling and literature concerning the products sold prior permission, and then only in the manner prescribed by hereunder and will forward such information to its; employees Seller, The remedy hereby provided shall be the exclusive and sols remedy of Buyer. In no event shall either parly be liable for special, indirect or consequential damages, whether or not caused by or resulting from the negligence of such party.. who handle, process or sell such products and customers of such products, if any. Buyer agrees that products sold hereunder will not knowingly be resold or given in. sample form to persons using or proposing to use the products for purposes\ 'cqMrary to recommendations given by DuPont or prohibited by" 3. Seiler warrants that the use or sate of the products delivered law, but will be sold or' given as samples only to persbns who, - 'j; ' iq.tfie ppthfon oTBuyer, can handle, use and dispose of the pro- ^ hereunder will not infringe the claims of any United,.States. , .cfocts-safaJy_ patent covering the products themselves; tout does not warrant" % - JgH against infringement by reason of the use thereof in combination T' id;.. The ^.ilyef shall reimburse the Seller for all taxes, (exefud- ~ ^ with other products or in the operation of any process. . ' ingfneomp taxes) excises or other charges which the Seller may - .r% A. Seiier warrants .that all products delivered hereunder wares produced in compliance with the requirements of the Fair Labor be .required tcTpayto &hy Government (National, State or Local) upon the sale, production or transportation of the products spid . ' hereunder.-'-. - , "' ,;'4 Standards Act of 1938, as amended, v --' V .- - 'i'v'A ' 5. No liability shall result from delay in performance or -nonper formance, directly or indirectly caused by circumstances beyond the control of the party affected, including, but not limited to. Act; gf God, fire, explosion, flood, war! act of or authorized by any ,, government, accident, labor trouble or shortage, inability to bbiain' iriaterial, equipment or transportation. Quantities so affected may be eliminated from the agreement without liability, 12. In the event Buyer fail's to fulfill Seller's'terms of payment, or in case Seller shall have any doubt at any time as to Buyer's financial responsibility; Setter may decline to make further dailyeries except upon receipffot cash iq^Safe^tQry security. ' \ : 13. This.agrgemenf?iK?npt asSighabla of transferable by either r-j| party, in white or in part, except with the prior written consent i-a of the other party.- V ^ but the agreement shall remain otherwise unaffected. Seiler shay .have no obligation to purchase supplies of the products specified herein to enable it tc perform this agreement. 6, If Ihis.agfee'ment covers products that must necessarily be manufactured especially for Buyer and is suspended or ter minated for'ariylreason, -Buyer will take delivery of and rt^ke paymept for si&.b:productsashav& been completed and such.as are in process on the date notice of suspension or termination is received ^Seller; provided, that .if Buyer for any reason can- nof'accept delixery-of sifoh products, it wifi make payment there for as though'deljvery had been made and Sellar will store such products for Buyer's account and at Buyer's expense. ,,t / !t for snv rasKor r\; :s VV * ' , tf. , X ;VU5jeu;'6 uriaOg.ip^Hppiy^ne loiat lied herein; Deile'r 'may distribute its available supply among any formanCe which may result therefrdfrt^" fofoi'Jl.S&r- r > - i ~ "> , Ale ' v VfV-'l * , rfl- vV- 14. In addition to the Standard Conditions of Sale set forth herein, any Special Conditions of Sale^set forth on the front of this invoice- or in the current price fist for the products sold hereunder shall apply and are incorporated by reference herein. 15. This'document, along with documents specifically referred to herein, contains all of the terms and conditions with respect to the sale and purchase of the products sold hereunder. These terms and conditions supersede any of previous date and no modification thereof shall bo binding on either party unless in writing and signed by both parties. No modification _ shall be effected by the acknowledgement or acceptance of purchase order forms stipulating different conditions. Unless Buyer .shall notify .Seller in writing to the contrary assoan as practicable after rar.sini r.i ibis t v v .i>;-iV-iJi-.r'f. .i;:- tft.e products Of pay..':!-..; tfieratcr srem os uq.u v .u s^ym =, assent to the terms and conditions hereof. Waiver by either party df any default by the other hereunder shall not be deemed a waiver by siich party of any default by the other which may thereafter occur. DUP050039762