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LIVE
The philosophy of Hindustan Platinum Private Limited (HPPL - "the Company") is to maintain the highest standards of business conduct and ethics by commercial practice or applicable laws, rules or regulations and to set up the mechanism to monitor the functioning of the policy along with the applicability.
As one of the London Good Delivery Refiners, HPPL conducts its business with highest level of ethical, moral and social responsibility standards. We require all our employees to comply with high integrity and honesty.
Our entire business cycle, from sourcing to delivery of the finished products is monitored for all the associated risks.
The policy shall apply for refining of Silver, Platinum and Palladium. This policy is amended effective April 01, 2020 and shall apply to all employees. Any changes / amendments to the policy shall be effective post approval from the Board of Directors. The Policy shall apply to all the subsidiaries and group entities of HPPL.
HPPL ensures that the scope of the policy revolves around the following parameters:
- Establish strong company management systems.
- Identify and access risk in the supply chain.
- Design and implement a management strategy to respond to identified risks.
- All transactions are monitored for compliance with the policy and appropriate records are kept to an auditable standard to ensure compliance is demonstrated.
- Arrange for an independent third party audit of the supply chain due diligence as required by LBMA/LPPM.
- Report on supply chain due diligence.
For the smooth functioning of this policy, the Board shall be responsible to:
- Approve the objectives and the policy framework.
- Approve any changes to the policy.
- Delegate the monitoring responsibility to any person authorized as such.
- On a quarterly basis, monitor the functioning of the Compliance Officer with reference to dealing with various counterparties, training schedule and adherence to the same.
The Compliance Officer shall:
- Ensure that the activities are managed according to the objectives of this policy.
- Review the activities undertaken by various business teams.
- Review various risks for the counterparties or processes.
- Oversee, review and ensure control mechanism for effective functioning of the policy.
- Reporting the risks/activities to the Board of Directors.
- Inform any changes in the market regulations, governing law and rules to all the relevant stakeholders.
- Monitor and propose changes to the Policy.
With reference to the sourcing of precious metals, HPPL commits that:
- All employees shall be treated fairly, with dignity and respect. We shall not tolerate our counterparties with any forms of violations to human rights and laws.
- Not to enter in to any dealing with counterparties who do not have adequate procedures for compliance and remedial of human rights violations.
- We shall not tolerate any forms of forced, compulsory labour or any form of child labour, discrimination in hiring and employment practices. Discrimination includes but is not limited to ethnicity, caste, national or social origin, religion, age, disability, gender, marital status, political opinion.
- To ensure a safe and healthy working environment, including physical and psychosocial health.
- To observe neutrality or be transparent regarding support to political parties and political representatives.
- Not to procure/source precious metals from illegal sources or from sources which do not comply with rules and regulations related to human rights, child labour, anti money laundering, terrorist financing. We expect our suppliers to follow the same.
- To ensure that all dealings are routed through official banking channels as required by law.
- As a policy, the Company shall not procure from High Risk Areas or Sanctioned Areas or Artisanal mining. In an event the Company enters into transactions with entities for purchase of Dore materials then the Company shall get into deep and enhanced due diligence.
- Immediately suspend or discontinue engagement with our counterparty where we identify a reasonable risk that they are sourcing from, or linked to, any party committing serious abuses as defined above.
- The Company shall cooperate with the local / government authorities where there is artisanal mining.
- We will not offer, promise, give or demand any bribes, and will resist the solicitation of bribes to conceal or disguise the origin of minerals, to misrepresent taxes, fees and royalties paid to governments for the purposes of mineral extraction, trade, handling, transport and export.
- We will ensure that all taxes, fees, and royalties related to mineral extraction, trade and export from conflict-affected and high-risk areas are paid to governments and, in accordance with the company’s position in the supply chain, we commit to disclose such payments.
- We shall work together with suppliers, central or local governmental authorities, international organizations, civil society and affected third parties to improve and track performance with a view to preventing or mitigating risks of adverse impacts through measurable steps taken in reasonable timescales (only if applicable).
HPPL ensures that the policy is strictly followed by the employees. Dealings with all counterparties shall be reviewed on a periodic basis with reference to the policy guidelines and risks associated with the transactions.
Any non-compliance to the policy can be reported by an employee/ any other person by clicking on this link. The Management will ensure anonymity of the person sharing the information about on-compliance. The employees are free to raise their concerns either to their reporting managers or to the Compliance Officer.
The Board of Directors shall review the said non compliance and reserves the right to terminate any contract or terminate business relationship.
Hindustan Platinum Private limited was incorporated in the year 1961. Since the past few years the Management of the Company, on its own drive and motive has been engaged in the social welfare activities through various charitable organizations. The motto and the spirit of engagement for the social commitment is to contribute and share the welfare with those people and part of the society from the rural to the undeveloped or underdeveloped areas of the Community and the Country.
- The objective of CSR & Sustainability policy is to lay down guidelines for proper functioning of CSR & Sustainability activities to attain development of the nearby society.
- To directly/indirectly undertake projects/programs which will enhance the quality of life and economic well-being of the communities in and around our plant and society at large.
- Hindustan Platinum Private Limited the “Company” or the “Purchaser” with CIN: U74999MH1961PTC012143 is a company registered under the Companies Act 1956 having its registered office at C-122, TTC Industrial Area, Pawane, Navi Mumbai -400 703, India.
- The relevant tax and trade information for the Company is given below:
- The term “Vendor” shall mean the supplier/seller/vendor named in the purchase order (“PO”) and supplying the goods and/or Services as specified in the PO.
- The term “goods” shall mean any material, metals (including precious metal whether scrap, pure or spent), equipment, scrap, machinery, spare parts and any other goods, as described in, and whose specifications are set out in, the PO.
- The term “services” shall mean all services rendered by the Vendor to the Company, whether or not in relation to the goods supplied by the Vendor, and including, but without limitation, any technology, know how, after sales support, maintenance, training, processing, refining and other services, as more particularly set out in the PO.
- The term “Terms of Purchase” shall mean these terms of purchase, instructions and specifications as set out herein and attached to, or referenced in, the PO.
- “Intellectual Property” shall mean all patents, rights to inventions, utility models, industrial designs, copyright and related rights, trademarks or rights to sue for passing off, service marks, tradenames, unfair competition rights, trade, business and domain names, designs, rights in goodwill, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
- “Work Product” shall mean work product produced or created by the Vendor or its sub-contractors under the PO (whether individually or jointly with the Company), and includes, but is not limited to, inventions, analysis, suggestions and other contributions, discoveries, compounds, reports, memoranda, process concepts, operations designs, drawings, devices, models, or other materials of any nature, or information relating to any of the foregoing, which are or were generated in connection with the PO.
- The Terms of Purchase shall be deemed to form an operative and integral part of the PO.
- The Terms of Purchase and the PO and a definitive agreement, executed between the Company and the Vendor, if any, shall together constitute the entire agreement between the Company and the Vendor with respect to the supply of the goods and/or services as specified in the PO. Unless otherwise agreed between the Company and the Vendor in writing, these Terms of Purchase shall supersede and override: (i) all discussions, proposals, communication (whether oral or in writing), agreements, contracts or writings between the Company and the Vendor; and (ii) the terms or conditions of sale of the Vendor.
- If there is any inconsistency or conflict between the PO and the Terms of Purchase, then unless otherwise stated in the PO, the Terms of Purchase shall prevail to the extent of such inconsistency or conflict. If there is any inconsistency or conflict between a definitive agreement executed by the Company and the Vendor, if any, and the Terms of Purchase then the Terms of Purchase shall prevail to the extent of such inconsistency or conflict.
- Any amendment to the terms of the PO or these Terms of Purchase shall be valid and binding only if issued by the Company in writing and acknowledged by the Vendor in writing.
- The purchase of goods or services by the Company under the PO is subject to the Vendor acknowledging the PO in writing (either through an electronic signature or an email confirmation or a physical execution or facsimile transmission or in any other written manner) within 7 (Seven) days from the date of receipt of the PO by the Vendor. It is clarified that the delivery of goods or services or any action or communication by or on behalf of the Vendor indicating acceptance of the PO or the commencement of performance of the PO or any part thereof shall constitute an unqualified acceptance of the PO and these Terms of Purchase by the Vendor and accordingly, shall be binding on the Vendor. It is further clarified that acceptance of the PO by the Vendor shall also be deemed to be an unqualified acceptance by the Vendor of these Terms of Purchase and shall be binding on the Vendor.
- Notwithstanding sub clause (a) above, the Company may, at its sole discretion, cancel the PO by intimating the Vendor in writing, if the Vendor has not acknowledged the PO as per sub clause (a) above within 7 (Seven) days from the date of receipt of the PO by the Vendor.
- Any additional or modified terms proposed by the Vendor in response to, or as part of the acknowledgment of the PO shall be deemed to be an express rejection of the PO by the Vendor and shall not be binding on the Company or the Vendor.
- The Vendor warrants and undertakes that:
- the goods supplied under the PO are free from defects or faults in material and workmanship;
- the goods supplied under the PO match the description and specifications communicated by the Company to the Vendor;
- goods supplied under the PO are new, of merchantable quality and free from defect or fault;
- the goods supplied under the PO are fit for their intended purpose;
- workmanship, spares and materials used by the Vendor, and goods supplied are in strictly as per the drawings, specifications and samples and applicable standards and codes and will be suitable for the purpose expressed or implied in the PO or otherwise communicated by the Company;
- the Company will have the full benefit of any manufacturer's warranties; and
- the goods and their use by the Company will not infringe any patent, trade mark, copyright, industrial design or other industrial property right and the Vendor agrees to indemnify the Company against all costs and liabilities resulting from any infringement or alleged infringement;
- The Vendor warrants and undertakes that:
- the services rendered under the PO will be as per the key performance indictors communicated by the Company to the Vendor;
- the services rendered under the PO will be provided with such standards of skill and care normally exercised by qualified and experienced professional or tradespersons in the performance of similar services; and
- the services correspond in quality with demonstration provided if any by the Vendor to the Company.
- The Vendor warrants ad undertakes that the Vendor shall comply with, and shall ensure its sub-contractors, if any, comply with, the ‘Responsible Sourcing Policy’[ Available with the Company on request ] for sourcing of materials/ metals for refining of silver, which the Company is required to be comply with as a London Good Delivery Refiner.
- The Vendor warrants that it is aware of and will comply with all laws and statutory compliances, including but not limited to labour laws, environment laws, import and export laws, government clearances, etc., as may be applicable in relation to the goods and services being rendered or delivered under the PO.
- Vendor further warrants that no claim, lien, or action exists or is threatened against Vendor that would interfere with Company's rights under the PO; and goods and services supplied or rendered under the PO do not infringe any proprietary or intellectual property right of a third party.
- Vendor also warrants that the services will be performed with the highest degree of skill and judgment exercised by recognized professionals performing the same or similar services.
- The warranties and undertakings of the Vendor set out above shall survive for a period of 6 (Six) years from the date of expiry of the term or termination of the PO.
- At any time after the delivery of goods or services, the Company may, at its sole discretion, reject goods and/or services that do not comply with the Company's acceptance criteria for a refund or require Vendor to repair or replace such goods or re-perform such services without charge and in a timely manner. At any time after the delivery of goods, the Company may, Company may return non-conforming goods to Vendor at Vendor's expense.
- Without prejudice to the warranties and undertakings of the Vendor or the Company’s right to return the goods as set out above, all goods and all material used for the goods shall be subject to inspection and test by the Vendor and thereafter by the Company. Final inspection shall be by the Company at the Company’s plant or premises.
- Goods, material, workmanship or services that are not of required tolerances and specifications may be rejected at the expense of Vendor, including transportation both ways, and testing costs (within 15 (Fifteen) days after notification of rejection) and Vendor shall bear all risks of rejected goods and services. In the event rework is necessary due to non- adherence to specifications due to the fault of the Vendor, the Company, at its own discretion may rework same and charge back to the Vendor at the prevailing rates.
- The Vendor shall not, without the prior written consent of the Company, assign or subcontract the PO or any part manufacture or goods or any part thereof or the rendering of services any part thereof, save and except for procurement of raw materials and minor items which have been approved by the Company in advance.
- Subject to (a) above, The Vendor shall procure that the sub-contractor shall comply with all the terms of the PO and these Terms of Purchase and the Vendor shall be liable to the Company for any breach, violation or non-compliance by the Company of the terms of the PO or these Terms of Purchase.
- Goods processed and supplied against this PO shall be suitably and properly packed and the Vendor shall ensure that all declarations set out in the packages are in compliance with all applicable law, confirming to any special conditions/specifications stipulated by the Company for sage and /or undamaged transport. In case of dangerous or hazardous goods, the Vendor shall submit details of the packing and transportation plan to Company for confirmation prior to shipment.
- All packaging and delivery charges, including freight, shall be borne by the Vendor and the Company is not liable to pay for the same.
- The price/rates set out in the PO shall be final and conclusive and no changes to the pricing/rates shall be permissible during the execution of the PO. Payment for services rendered shall be subject to necessary withholding or tax deducted at source as per the applicable rates.
- The prices/rates governing the PO shall exclude, GST at the rate then applicable, but shall include all other costs incurred by the Vendor in relation to the goods/services, including but not limited to the cost of delivery, cartage and freight, testing, certification, packaging, handling, storage, insurance, taxes, tariffs, duty and excise travel and accommodation costs and any delivery costs and expenses. The prices/rates of goods and services includes, and Vendor shall be responsible for all applicable taxes, impositions, duties, fees, and other charges. Delivery of goods and services shall be at the Company’s manufacturing facilities, warehouse or any place specified in the PO. Any ex-works or ex-warehouse pricing of the Vendor, non-conformity with transport requirements or any supplementary cost incurred due to expedited delivery to meet the delivery deadline shall be borne by the Vendor.
- For deliveries involving installation, commissioning, the risk in the goods transfers from the Vendor to the Company, upon the goods functioning/becoming operational and for deliveries not involving installation or commissioning, the risk in the goods or services transfers from the Vendor to the Company upon receipt by the Company of such goods or services at the designated place of receipt.
- Time shall be of the essence.
- If the Vendor fails to deliver the goods /services within the time prescribed under the PO, the Company may at its sole discretion:
- Treat the PO as cancelled at any time before accepting such delivery and recover any loss or damage incurred due to such delay from the Vendor.
- Purchase the goods/services ordered or any part thereof from a substitute Vendor, in which case the Vendor shall be liable to pay the Company not only the difference between the price at which goods or services have been so purchased and the price calculated at the rate set out in the PO, but also any other loss or damage the Company may suffer. Decision of the Company in such events shall be final and binding.
- Without prejudice to the foregoing, the Company may accept late delivery, subject to deduction in payment of 1% (One percent) of the total order price for every week or part thereof of the delay toward liquidated damages subject to maximum deduction of 25% (Twenty five) percent of the order price.
- For the purpose of determining the timelines for deliveries involving installation, commissioning or rectification, the relevant point in time shall be the date of the acceptance of the goods/services.
- The Company shall pay all accurate and properly submitted invoiced amounts due to Vendor within [90] days after the Company receives such invoice, except for any amounts disputed by the Company. Without prejudice to any other right or remedy it may have, the Company shall have the right to set off any amount owing to it by the Vendor against any amount payable by Vendor to the Company under the PO.
- The Company shall not be obligated to process invoices that are not compliant with the instructions contained herein or the PO.
- All invoices should be raised in the name of Hindustan Platinum Private Limited, C-122, TTC Industrial Area, Pawane, Navi Mumbai -400 703, India.
- The original hard copies of all invoices should be submitted in triplicate duly bearing the Vendor’s GST information, if applicable, and supported by requisite documents as specified in the PO along with the description of material, quantity, PO number and date. The invoices should be accompanied with the Vendor’s challan numbers duly receipted by the Company/ Company’s designated consignee. In case of Vendors who are non-residents, the soft copies of the invoices may be submitted with the Company.
- The Vendor shall be required to provide the invoice to the Company in proper form and manner as prescribed under the GST rules and regulations as may be applicable from time to time. The Vendor shall comply with all the provisions of all applicable laws, including but not limited to ensuring that the GST credit of the tax charged by the Vendor is not denied to the Company due to any non-compliance at the Vendor’s end. Any failure to comply with this condition would be considered as a breach of these Terms of Purchase by the Vendor.
- Payment for goods delivered or services rendered, provided they are not rejected by the Company shall be made as per the terms stated in the PO.
- Notwithstanding any of the above, any invoice without reference to the number and date of the PO shall be not processed for payments. Where invoices are being raised for a particular period, they must be received by the Company within a week of expiry of the period being billed for.
- Where the Vendor is required to provide material testing, test records or quality control documents or any other documentation, the PO shall not be considered to be executed and the Company shall not be required to process the invoice unless such requirements have been completed.
- For all international Vendors, soft copies of invoices can be accepted to process invoices in so far as they are not required as compulsory documents for transit or by banks. The Vendor shall send such invoices to the Company’s email addresses. Invoices which are not signed manually should clearly mention that these are computer generated and do not require a manual signature or should be digitally signed.
- All goods or services shall be subject to inspection, test, acceptance or rejection.
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The Company may terminate the PO:
- if any application is filed or proceedings are initiated for liquidation or bankruptcy or insolvency of the Vendor or if a receiver, liquidator, custodian is appointed of the whole or any substantial part of the assets of the Vendor or Vendor enters into any scheme or arrangement for settlement or comprise with its creditors or stakeholders;
- if the Vendor commits any material breach of its obligations or warranties under the PO or these Terms of Purchase or misrepresents; or
- if the Vendor ceases to hold any necessary authorizations or registrations in order for it to carry out its obligations under Vendor or to conduct its business.
- Notwithstanding anything to the contrary, the provisions of Clause 10 (Intellectual Property), Clause 16 (Confidentiality), Clause 19 (Governing Law and Dispute Resolution) and Clause 11 (Indemnity) and this Clause 9 (Termination), shall survive the termination of PO, together with such other provisions of the PO or these Terms of Purchase , which expressly or by implication will survive termination.
- Termination of the PO shall not affect the rights and obligations of the Company or the Vendor that accrued prior to the effective date of such termination.
- After termination of the PO, the Vendor shall forthwith hand over all the machines, tools, drawings, equipment, material, documents, etc. belonging to the Company and which are in the Vendor’s custody.
- The Company may at any time instruct the Vendor to suspend part or all of the supply of goods and/or services. During suspension the Vendor, without any cost to the Company, shall protect, store and secure such part or all of the work or goods against any deterioration, loss or damage or other losses. All work so suspended shall be resumed by the Vendor based on a schedule mutually agreed upon between the Company and the Vendor.
- Nothing in the PO or these Terms of Purchase is intended to grant any rights to the Vendor or its sub-contractors under any patent, design, copyright, trade secret or other Intellectual Property right of the Company, nor will the PO or these Terms of Purchase grant to the Vendor or its sub-contractors, any rights in or to the Confidential Information. The PO or these Terms of Purchase does not authorize the Vendor or any of its sub-contractors to use Confidential Information for development, experimentation, optimization, patent applications or product registration or for any other purpose, save and except for any activity forming part of the PO, and the Vendor acknowledges that any such use is outside the scope of the purpose of the PO. In particular, the Vendor agrees that the Confidential Information will not be used by the Vendor to interfere or provoke interference with, in any manner whatsoever, any patent application that the Company has filed or may file with respect to its Intellectual Property, Confidential Information or Assigned Intellectual Property, and will not be used by the Vendor to expand, amend, change or alter any claim in any pending patent application or to claim, cover or dominate any invention, process or product (whether or not patentable) disclosed in the Confidential Information.
- Any Work Product, and all proprietary rights and rights to Intellectual Property therein, including the right to commercially exploit the same, shall be and is the sole and exclusive property of the Company.
- The Vendor (i) shall assign and does hereby exclusively and irrevocably assign to the Company, and (ii) shall procure that its sub-contractors and the respective employees/consultant of the Vendors and sub- contractors, exclusively and irrevocably assign and have executed all necessary documents (to the Company’s satisfaction) in favour of the Company to exclusively and irrevocably assign to the Company, exclusive, irrevocable and royalty free worldwide right in all Intellectual Property comprised in the Work Product or conceived or first reduced to practice pursuant to PO, by the Vendor or its sub-contractors (collectively, the “Assigned Intellectual Property”). The Company shall, at no additional consideration, have the exclusive, irrevocable and royalty free worldwide right to such Assigned Intellectual Property, including to the right to commercially exploit the same.
- The Vendor shall, and shall procure that its sub- contractors, cooperate with the Company in the enforcement and perfection of the Company’s rights under these Terms of Purchase.
- The Vendor agrees to indemnify, defend and hold harmless, the Company and its officers, directors and agents from and against all losses, claims, actions, damages, costs and expenses arising out of or in relation to any claims for infringement or violation of intellectual property or proprietary rights of any third party pursuant to any goods or services delivered by the Vendor.
- The Vendor shall defend, hold harmless, and indemnify the Company and its affiliates and their respective officers, directors and agents from any loss, damages, liabilities, claims or actions (including without limitation costs, expenses and attorneys’ fees) arising from (a) infringement or violation of any intellectual property rights of any third party by the Vendor or its employees or sub contracts or other representatives; (b) breach of Vendor’s obligations under the PO or these Terms of Purchase; or (c) breach of any warranty provided or deemed to have been provided by the Vendor as per the PO or these Terms of Purchase; or (d) gross negligence, fraud or wilful misconduct on part of the Vendor or its employees or sub-contractor or other representatives; or (e) violation or infringement of the intellectual property rights of the Company; or (f) violation or non-compliance with applicable law by the Vendor or its employees or sub contracts or other representatives; or (g) breach or violation of any safety or security related laws, requirements or procedures or protocols by the Vendor.
- The Vendor shall comply with all applicable laws and with the requirements of any public authority or agency, including, without limitation, those relating to safety, occupational health, environmental protection and regulations and construction works, and all regulations and orders made thereunder, together with all rules and procedures issued by the Company from time to time and with all directions and instructions from the Company.
- The Vendor shall: (i) comply with all applicable laws, rules, and regulations, including, without limitation, laws governing anti-money laundering, anti-corruption, anti-bribery, human rights, and environmental health and safety; and (ii) maintain in effect all licenses, permissions, authorizations, consents, and permits necessary to carry out Vendor’s obligations under the PO and these Terms of Purchase.
- The Vendor shall, and shall ensure that its sub-contractors shall, obtain and maintain all requisite environmental licences (all of which are valid and subsisting) and shall at all times comply with all applicable environmental law and with the terms and conditions of all environmental licences.
- The Vendor shall, at its own cost and expense, obtain and maintain all applicable and appropriate insurance, (including, without limitation, business, workers' compensation, errors and omissions, professional, commercial and general liability insurance) in an amount consistent with Vendor's industry practice and as required under applicable law. Each policy shall name the Company as a loss payee or additional insured, as appropriate.
- The Company shall not be liable for failure to make any payments to the Vendor or to accept the delivery of goods or services, if such acts of failure are due to any force majeure event such as fire, earthquake, hurricane, floods, or any natural calamities or transportation embargoes, civil commotion, riots, or any other similar reasons or circumstances beyond the control of the Company.
- The Vendor shall keep confidential all information belonging to the Company or its affiliates including information obtained pursuant to or acquired as a result of the PO (“Confidential Information”). Confidential Information shall include, without limitation: (i) the fact that the Company is conducting research or development in any particular area or intends to develop or market any product or service; (ii) the terms of PO or any definitive agreement which the Company may have executed (or may be negotiating) with the Vendor; (iii) non-public information concerning the business or finances of the Company; and (iv) any other information the disclosure of which might harm or destroy a competitive advantage of the Company.
- The Vendor shall not, at any time, directly or indirectly, disclose any Confidential Information of the Company, nor shall the Vendor use any Confidential Information, except for the purpose of carrying out the PO. The Vendor shall not, at any time, directly or indirectly publish or disclose to any third party, any Confidential Information.
- The Vendor shall not advertise, publish or release, information or statements to the media or the public concerning the PO or the operations of the Company, without the prior written approval of the Company.
- If the Company furnishes the Vendor with documents or goods or material belonging to the Company or are made by the Vendor for the Company such as drawings, documents, specifications, material or equipment, etc, then the same shall be (i) kept strictly confidential by the Vendor; (ii) shall be used by it only to execute the PO; and (ii) shall be returned to the Company after completion or termination of the PO, unless already consumed pursuant to the PO.
- On demand by the Company at any time or on completion of the PO, the Company’s any drawings, documents, specifications, etc. whether made by the Vendor or furnished by the Company shall be returned forthwith by the Vendor to the Company. The Vendor shall under no circumstances, allow such drawings, documents, specifications, etc to be used or accessed by the Vendor or any third party.
- Nothing in the PO or these Terms of Purchase (or any of the arrangements contemplated by it) shall be deemed to constitute a partnership between the Company and the Vendor, nor constitute the Vendor as the agent of the Company for any purpose, or entitle the Vendor to commit or bind the Company in any manner.
- If any provision of the PO or the Terms of Purchase is found to be void or unenforceable, but would be valid or enforceable if some part of it were deleted or the period or area of application reduced, the restriction shall apply with such modifications as may be necessary to make it valid. Further, the provision found to be void or unenforceable shall be amended with such modifications as may be necessary to make it valid.
- No failure or delay by the Company in exercising any right or remedy provided by law under or pursuant to the PO or these Terms of Purchase shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.
- The PO and the Terms of Purchase shall be governed by, and construed in accordance with the laws of India, without regard to conflict of law principles. Subject to Clause 19(b) below, the courts of Mumbai, India shall have exclusive jurisdiction in relation to all matters arising out of the PO or the Terms of Purchase.
- The parties agree to resolve any dispute arising out of PO or the Terms of Purchase by an arbitration that is conducted by a sole arbitrator in accordance with the Arbitration and Conciliation Act, 1996 and any statutory amendment or repeal thereto.
- Customary trade terms shall be interpreted in accordance with the most recent INCOTERMS.
- The PO may also be delivered by means of email or facsimile transmission and in any number of counterparts, each of which shall be an original and all of which, taken together, shall constitute one and the same instrument.
- “Seller” means 'HINDUSTAN PLATINUM PRIVATE LIMITED' unless otherwise provided for.
- “Buyer” means any Person who has made an offer to the Seller to order or purchase or avail of any Goods or Services from the Seller pursuant to the Sales Order.
- “Goods” mean the products or materials manufactured / marketed / job worked / sold / supplied by the Seller to the Buyer and also includes goods of the Buyer in connection with which certain Services have been provided to the Buyer by the Seller.
- “Person(s)” means any individual, sole proprietorship, unincorporated association, unincorporated syndicate, unincorporated organization, body corporate, corporation, company, partnership, limited liability partnership, limited liability company, joint venture, governmental authority, trust or any other entity or organization and a natural person contracting with the Seller for Goods and/or Services.
- “Sales Order” means any sales order, service order, work order, specifications or statements of work, email or any other order or offer issued or made in writing, in any manner whatsoever, to the Buyer in relation to the Goods and/or Services, and includes any supply/service agreements or other documents or instruments executed in relation to such supply of Goods and/or Services.
- “Services” mean those services contracted for and supplied by the Seller, including without limitation services relating to design, plant advisory, plant refinery services and analytical services, manufacturing services, job-work, etc. under these Terms and as may further be described in the relevant Sales Order.
- “Works” mean the factory, manufacturing unit, warehouse or any other manufacturing or stocking points of the Seller.
- “Due Date” means the date on which the payments are due as specified in the invoice/ delivery/ challan/order and other documents/instruments of payment drawn by the Seller on the Buyer.
- “Trade Terms” mean INCOTERMS®2020 as amended from time to time.
Unless expressly agreed otherwise in writing between the Seller and the Buyer, the Sales Order shall not be fulfilled on any terms and conditions other than that set out in these Terms. It is clarified that issuance of the Sales Order by the Seller in response to the purchase order of the Buyer shall also be deemed to be an unqualified acceptance by the Buyer of these Terms and shall be binding on the Buyer. No change to the Sales Order shall be valid unless in writing and signed by the Seller and the Buyer. If there is inconsistency between any provision of the Sales Order of the Seller and these Terms then these Terms shall prevail to the extent of such inconsistency.
2)Unless otherwise stated, Ex-Works (“EXW”) prices in Indian Rupee/ US Dollar/ Euro/ British Pound Sterling or Japanese Yen for overseas sale of Goods prevailing on the date of dispatch of Goods shall be applicable. The Seller is entitled to take into account fluctuations in its costs including but not limited to prices of precious metals. Unless agreed otherwise, the Seller at its discretion reserves the right to revise the prices without any intimation or without assigning any reasons thereof. Any taxes or charges or duties levied by the Central, State, Local or any other governmental or regulatory authorities now in force or hereafter be imposed on the sale, transportation or supply/ delivery of the Goods or Services shall be paid by the Buyer or if directly paid by the Seller shall be reimbursed to the Seller by the Buyer. The Buyer expressly agrees that the revised prices communicated to it by the Seller upon taking into account the relevant fluctuations in the prices of precious metals are acceptable and waives any right to dispute the prices or to repudiate/cancel any Sales Order as a result of such revision in the prices.
3)All delivery times in the Sales Order are only non-binding estimates. Unless otherwise expressly agreed in writing, the Buyer shall not reject Goods or Services, or hold the Seller liable for any damages arising from delay. The Seller is allowed to make part delivery and each delivery will be treated as a separate contract subject to the terms of the Sales Order. The risk in the Goods will be passed on to the Buyer once the Goods leave the Seller’s Works. The Buyer also assumes all the risk and liability resulting from the use of the Goods and Services. Delivery of Service by the Seller shall be treated as completed once: (a) the Seller delivers the Goods to the Buyer; or (b) the Seller notifies the Buyer of the results of the Service via email to the Buyer’s stated email address and/or makes such results available to the Buyer or the Buyer’s representatives/agents, as the case may be. Dispatch/ supply of Goods by the Seller shall be complete once the Seller receives the lorry way bill/ receipt for the Goods loaded at the Seller’s Works by the Buyer’s transport contractor/ authorized representative on behalf of the Buyer. The date of delivery shall be the date of dispatch, as appearing on the lorry way bill. All arrangements for transit insurance and all liability for transit losses shall be the Buyer’s responsibility and be charged to the Buyer’s account. In case due to any special reason, these expenses are incurred by the Seller, the Buyer shall reimburse the same to the Seller forth with. The Buyer may get the Goods insured against such risk as it may consider necessary, at its own costs. Unless agreed otherwise, the Buyer shall be solely responsible for all two-way transit related liabilities including charges for but not limited to freight and transit insurance for their material sent to the Seller for processing. Further, the Seller shall not be liable for any shortage or loss or damage to the Goods in transit once the Seller has intimated (such intimation not being compulsory) the Buyer of the dispatch.
4)If the Buyer fails to take delivery of the Goods at the price and time specified in the invoice when the delivery becomes due, then the Seller will have the option to cancel that delivery and/or sell the remaining Goods in the open market. In case of non-acceptance by the Buyer of the Goods on which Services have been performed by the Seller, the Seller reserves the right to cancel the delivery upon refusal by the Buyer. The Seller shall also be entitled to charge all/any costs arising due to such non-acceptance of delivery, delay, including without limitation, the costs of returning the Goods to the Seller’s premises. The Seller will also be entitled to claim the difference in the price of the Goods if any, as well as damages for the breach on part of the Buyer. The Buyer hereby agrees that these claims of the Seller are reasonable and waives any right that it may have to contest these claims. The Buyer also agrees to pay such costs promptly upon demand by the Seller without any protest or demur.
5)The basis of billing and payment for each supply/ delivery of Goods shall be quantified in kilograms, grams, troy ounces, etc. as may be applicable to the item recorded in Seller’s dispatch documents. Unless expressly agreed upon in these Terms, the Seller’s weights and measurements at the time of dispatch shall be accepted as conclusive evidence of quantities delivered/supplied. The billing and payment for the Services provided by the Seller, shall be based on the price mentioned in the quotation provided by the Seller to the Buyer to which these Terms are appended and any additional charges as may be incurred by the Seller in performance of the Service after prior approval of the Buyer, shall be included in the invoice. The Buyer shall be responsible to provide the necessary information including but not limited to the PAN and GSTIN number, bill to address for place of supply/consumption etc. in order for the Seller to raise proper invoices and report the transactions. The Seller will not be responsible for any rejection of the input tax credit, demand or penalty imposed by the relevant tax authority on the Buyer pursuant to any error or omission in the invoice raised by the Seller based on the information provided by the Buyer. The Buyer shall indemnify the Seller against any demand, interest or penalty sought to be levied on the Seller and associated costs incurred by it on account of any noncompliance/ mis-declaration etc. by the Buyer. The Buyer agrees to pay Goods and Service Tax (GST) and other applicable taxes imposed by law (including interest and penalties) in case of any change in tax rate, law, interpretation, demand or determination made, on the Seller by the tax authorities. Limitation period for such claims shall start from the date of finalization of such demand or determination thereof by the authorities or acceptance of such demand or determination by the Seller.
6)Payment is the essence of the Sales Order. Unless expressly agreed otherwise in the Sales Order, the Buyer will pay for the Goods and Services upon receipt of the invoice. Unless otherwise set forth in these Terms, the price of Goods and Services excludes all taxes, duties, fees, and other charges, which are the responsibility of the Buyer. If the Seller is required to collect or pay any such taxes, duties, fees, or charges upon the sale of Goods or delivery of Services, then the Seller may add such amounts to the price and they will be paid by the Buyer. In the event of any changes in the credit worthiness of the Buyer, the Seller may require additional security such as a letter of credit or prepayments in part or in whole prior to the delivery. The Seller reserves the right to withhold further deliveries in the event of a default in payment by the Buyer. Unless expressly agreed in writing with the Seller, the Buyer must make all payments without set-offs, recoupment or counter-claims. Interest at the rate of 24% (twenty four per cent) per annum from the Due Date or at such rates as may be revised from time to time by the Seller, shall be payable by the Buyer to the Seller for any period of delay in payment of the Goods or Services.
7)Title to Goods will transfer from the Seller to the Buyer upon the Goods leaving the Seller’s Works. The Buyer assumes all risk and liability for, and hereby agrees to indemnify and hold the Seller harmless from and against, all losses, liabilities, damages, and claims whatsoever (whether for personal injury, property damage, or otherwise), arising out of the transportation, unloading, storage, handling, or use of any Goods or Services after title passes to the Buyer. It must be noted that the Seller shall have a general lien on all the Goods transported to the Buyer till full payment is received in cleared funds by the Seller to the extent of amounts/payments due to the Seller from the Buyer in connection with the Goods. If the payment is not received by the Due Date, until such time the Seller has lien on the Goods, the Seller shall be entitled at any time to require the Buyer to deliver the Goods to the Seller and, if the Buyer fails to do so, the Seller has the right to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods. The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness, any of the Goods on which the Seller has lien and if the Buyer does so, all monies owed by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
8)In case of Goods which are in the possession of the Seller, which are provided to the Seller in connection with job-work or any other agreement/order, the title of the Goods shall remain with the Buyer but the Seller shall have a general lien on all such Goods in its possession in any form and may retain a part of the same till full payment is received in cleared funds by the Seller to the extent of amounts/payments due to the Seller from the Buyer. In case of Services contracted for with the Buyer, the Seller shall withhold delivery of Services/ the Goods on which Services have been performed, until such time that the Buyer makes full payment of the invoiced amount and such payment is received in cleared funds by the Seller. If the payment is not received by the Due Date, the Buyer agrees that the Seller shall have the right to sell the Goods in its possession and recover payment due to it and/or refuse delivery or performance of Services, as the case may be.
9)Unless otherwise set forth herein the Buyer shall not terminate the Sales Order. If the Sales Order is terminated, the Buyer shall reimburse the Seller for all costs and expenses incurred by the Seller as a result of performing the Sales Order prior to the date of such termination. Such costs and expenses may include without limitation precious metal booking cancellation losses, finance costs, raw materials, labour and production costs, and other ancillary costs. Further, the Buyer must accept delivery of and pay the due amount for all Goods and Services, which are either finished or ready for delivery. In addition to the remedies under these Terms, the Seller may terminate the Sales Order /cancel future deliveries or refuse to perform Services with immediate effect upon written notice to the Buyer, if the Buyer (i) fails to pay any amount when due under the relevant Sales Order; or (ii) has not otherwise performed or complied with any of these Terms; or (iii) becomes insolvent or goes into liquidation, commences or has commenced against it proceedings related to bankruptcy, assigns its assets for the benefit of its creditors; or (iv) on equivalent event happening in the relevant jurisdiction.
10)The Seller hereby warrants to the Buyer that the Goods and Services supplied/provided by the Seller shall, at the time of delivery, be as per the specifications prescribed by the Seller for this purpose or any alternative specification expressly agreed in writing with the Buyer, and the certification of the Seller's laboratory or a laboratory mutually appointed by the Buyer and the Seller shall be the evidence of such quality as agreed on execution. The Seller shall perform its Services with due and reasonable diligence, following the processes and procedures customarily applied by the Seller in connection with such Services. The Seller does not guarantee any specific outcome or assume any responsibility beyond the performance of the contracted Services. Any claim under this limited warranty must be made in writing within a period of 30 (thirty) days from the date of the receipt of Goods or Services. The Buyer’s failure to notify the Seller within the aforementioned period constitutes its acceptance of the Goods and/or Services, and a waiver and release of all claims and disputes relating to or arising from any non-conformity thereof. Upon receipt of such written notice, the Seller may investigate the claim before the Goods or Services are used by the Buyer. In no event shall the Seller be liable to the Buyer or any other person for any reprocurement costs, loss of profits, incidental damages, indirect or consequential damages, whether occasioned by the negligence, fault, error, omission, act or breach of the Seller, its employees or contractors. The Seller's total liability in law in relation to performance of the contract shall be limited to the invoiced value of the delivery from which the loss or damage arises. For Goods: The Buyer’s sole and exclusive remedy for any breach of the foregoing limited warranty in relation to the Goods, is at the Seller’s option: (i) repair, reprocessing or replacement of the non-confirming Goods; or (ii) reimbursement of that portion of the purchase price attributable to the non-conforming Goods. All costs associated with the return of Goods to the Seller for investigation of claims shall be borne exclusively by the Buyer. Such Goods shall be kept separately identified, stored and held in trust prior to the Seller’s examination. The Seller will not undertake any responsibility whatsoever for any Goods once consumed or altered by the Buyer prior to the Seller’s examination. For Services: The Buyer’s sole and exclusive remedy for any breach of the foregoing limited warranty in relation to the Services, is at the Seller’s option: (i) rework or reanalysis of the non-confirming Goods and/or Services; or (ii) reimbursement of that portion of the purchase price attributable to the nonconforming Services. All costs associated with the return of Good and/or Services to the Seller for investigation of claims shall be borne exclusively by the Buyer. Such Goods shall be kept separately identified, stored and held in trust prior to the Seller’s examination. The Seller will not undertake any responsibility whatsoever for any Goods and/or Services once consumed, utilised or altered by the Buyer prior to the Seller’s examination. Exclusions: This warranty does not cover Goods and/or Services which, based on the Seller’s examination, appear to be in conformity with the specifications of the Seller/the Sales Order and are not inconsistent in any manner as claimed by the Buyer in its claim. Any reasonable variation in the specification of the Goods and/or Service that do not adversely affect the general performance of the Goods and/or Service, are not covered under this limited warranty, and the Buyer shall not make any claim against the Seller for such variation. The Seller makes no warranty as to the intended use or application of the Goods and Services by the Buyer. All warranties and conditions, statutory or otherwise as to specification, quantity, fitness, as the case may be, for any particular purpose, whether known to the Seller or not, are excluded. This warranty extends only to the Buyer. This warranty does not cover Goods which: (a) have been subject to misuse, negligence, accident, or improper maintenance or storage; or (b) have been altered without the Seller’s prior written consent. THE SELLER HEREBY DISCLAIMS, ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED AND WHETHER ARISING BY OPERATION OF LAW, COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
11)To the maximum extent permitted by applicable law, the Seller hereby disclaims and shall not be liable to the Buyer for any special, consequential, incidental, indirect or punitive damages including with limitation damages arising out of delivery, non-delivery, sale, resale or use of the Goods or Services, lost profit or production downtime, whether based on contract, warranty, negligence, strict liability even if Seller has been informed of the possibility of such damages. The Seller’s maximum liability shall not exceed the invoiced purchase price of the defective Goods and in case of Services and job-work, the invoice value of the Sellers’s charges as set out in the relevant order for which any claim is made.
12)All notices or documents addressed to the Buyer shall be deemed to have been validly served if delivered at or sent by post to their last known address. The Seller will not be responsible for any demurrage etc., on consignment due to public holidays, postal delays etc., or any other reasons beyond the Seller’s control.
13)The Seller shall also not be liable for delay in dispatching the Goods or any portion thereof, or delivery or performance of any Services, if such delay is due to an act of God, war declared or undeclared, revolution, embargo, riots, civil or political disturbances, lockouts, strikes, force majeure, trade disputes, accidents, power failure, fire, drought, flood or any other cause beyond the Seller’s control. In such an event, the delivery of Goods or any portion thereof may be suspended or cancelled at Seller’s option. If the dispatch is delayed/ cancelled in consequence of any of the foregoing contingency or of like nature, the Seller shall not be responsible for any damages/ loss caused to the Buyer or to any third parties.
14)It is the Buyer’s responsibility to ensure that all applicable health and safety regulations are observed and other appropriate steps are taken in relation to the storage, handling and use of the Goods and where information is supplied to the Buyer on potential hazards relating to the Goods, to bring such information to the attention of its employees, agents, subcontractors, visitors and customers. Without prejudice to the foregoing, it is also the Buyer’s responsibility to provide safe facilities for the reception of the products, and storage including the unloading of Goods from carriers.
15)The Buyer hereby indemnifies and shall keep indemnified the Seller, its directors, officers, employees, and agents from and against (a) all actions, claims, demands, summon, suits, proceedings (including without limitation, any third party suits), judgements, orders or decrees (including reasonable attorney’s fees and costs), or (b) gross negligence, fraud or wilful misconduct on part of the Buyer or its employees, agents or representatives, or (c) violation or non-compliance with applicable law by the Buyer or its employees, agents or representatives; (d) personal injury or property damage arising from the use, operation or failure to operate the Goods; or (e) any right, title or interest in the Goods; or (f) any hazardous substances for which the Buyer failed to notify and obtain the Seller’s specific written approval; or (g) any instructions or false or misleading information of any character whatsoever given or supplied by the Buyer that has a materially adverse effect on the Seller; (h) any loss or liability arising for the Seller as a result of any act or omission of the Buyer in respect of its obligations pursuant to these Terms. It is hereby clarified that the Buyer is not required to indemnify, defend and hold harmless the Seller for the portion of any liability, loss, damages or expense attributable to the negligent act of the Seller, its employees or agents.
16)Nothing contained in these Terms, whether express or implied shall be deemed to confer any rights, title or interest upon the Buyer to apply any trade mark, service mark, patent, design, copyrights, domain names, logos, processes, formulas, data, propriety information or any other intellectual property rights (whether registered or unregistered, whether or not patentable) owned or licensed for use by the Seller or any of the Seller's associated companies to any Goods or Services. All secret or confidential information relating to the Seller's business and processes which have come or may come into the possession of the Buyer shall be kept secret and confidential by the Buyer and shall not be disclosed to any third party without the prior consent, in writing, of the Seller. In the course of manufacturing the Goods or performing the Service, the Seller may invent, develop or discover methods, techniques, processes, technology, know-how, formulas or software that have application in the Seller’s business generally (“Seller’s Developments”). Seller’s Developments are and will be the sole and exclusive property of the Seller. The Seller accepts no liability for any claims against the Buyer for infringement of third-party intellectual property rights arising from the use, manufacture and possession of the Goods or Services. If the Seller executes an order in accordance with the designs, plans or specifications provided by the Buyer, the Buyer is required to indemnify the Seller against all actions, losses, damages, costs, fees or other liabilities arising from any claims against the Seller for infringement of any third party’s intellectual property rights. The Seller does not grant in these Terms, any licence of the Seller’s existing or future intellectual property rights (including patent rights, registered or unregistered designs, copyright, trade names, trademarks or other intellectual property rights) to the Buyer.
17)Upon receipt of Goods, the Buyer covenants not to reverse engineer any Goods and not to assist any third party, including any affiliate of the Buyer, to reverse engineer any Goods.
18)If any provision of these Terms is prohibited by law, or held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provision will remain in full force and effect.
19)Provisions of these Terms, which by their nature should apply beyond the expiration or termination of the Sales Order to which these Terms are appended, will remain in force, including without limitation the following provisions relating to: compliance, confidentiality, governing law and jurisdiction, indemnity, intellectual property, notices, disclaimer of damages and limitation of liability, and survival.
20)Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination (“Dispute”) shall be referred to arbitration in accordance with the Arbitration and Conciliation Act, 1996 and any statutory amendments or repeal thereto, for the time being in force, which rules are deemed to be incorporated by reference in this clause. Notice of the invocation of this clause must be made in accordance with the Arbitration and Conciliation Act, 1996. The seat of the arbitration shall be Mumbai. The language of the arbitration shall be English. The arbitral tribunal shall consist of a sole arbitrator appointed by the Seller and the Buyer in accordance with the said rules. Any award rendered by the arbitral tribunal shall be in writing and shall be final and binding upon the parties to the Dispute. The cost of arbitration shall be borne equally between the parties and the prevailing party shall be entitled to recover the same from the other.
21)The parties hereto unconditionally and irrevocably agree to submit to the exclusive jurisdiction of the competent courts in Mumbai, India only with regard to any question or matter arising out of these Terms. However, nothing in these Terms shall prevent a party from applying to any court of competent jurisdiction for interim relief and/or conservatory measures.
