Terms of Sale

Specifications:

The product offered would generally conform to the specifications, as per product web page. However, Siemens reserves the right to change specifications.

Price:

The price quoted is on F.O.R. Destination basis or such other term as agreed as per INCOTERM 2020. The prices of imported items are based on the exchange rate applicable on the date of offer. Unless frozen explicitly in writing the quoted prices are subject to price adjustment in Indian Rupees based on the exchange rate applicable on the date of filing the Bill of Entry. The price determined on the above basis would be the contract price. The prices do not include unloading charges at the site and demurrage charges, if any.

Taxes:

The Prices quoted for supplies of all goods and / or services offered are exclusive of applicable Goods and Services Tax (‘GST’). Applicable GST would be determined based on the classification and characterization of the supplies under the GST law which would in-turn depends upon the Harmonized System of Nomenclature (‘HSN’) and/or Service Accounting Codes of the respective supplies of goods and / or services effected under the Contract. Applicable GST based on current understanding of the scope of the supplies is indicated along with the offer price. This could undergo a change if the characterization and scope of supply as agreed finally is different from the one which is being offered currently.

Depending upon the place of supply and billing location, an Integrated GST or “Central GST plus respective State GST” be charged on the value of the supplies of goods and / or services.

Purchaser agrees to pay or reimburse to the Supplier applicable GST as may be levied and any other taxes, duties, cess or imposts, as applicable at time of delivery.

Wherever applicable, the Purchaser will furnish its Road permits /e-way bills in the prescribed forms under the provisions of State specific Goods and Services Tax Act for enabling smooth entry of goods into the State where delivery is to be affected. Until specific e-way bills are prescribed under State specific State GST Acts, the road permits as prescribed under the respective State VAT laws would continue to operate.

In case of change in the rates of any taxes, duties, levies or if new taxes, duties or levies are initiated by the Central / State Government / local bodies, including enactment of any legislation by Union/ State, then the same will be to the account of Purchaser and shall be reimbursed by Purchaser. Change in judicial interpretation and / or any clarification or amendment made by the relevant authorities shall be construed to be a change in the rate of taxes, duties, levies and / or imposition of new tax, duty or levy.

Pursuant to Finance Act 2020, Tax Collection at Source (TCS) is applicable w.e.f. 1 October 2020 on sale of goods @ 0.1% (0.075% till 31 March 2021) subject to certain conditions. In case where the Purchaser fails to furnish PAN, the rate of TCS shall be 1%. TCS is not applicable where the Purchaser is Central Government, State Government, Embassy, High Commission, legation, commission, consulate and trade representation of a foreign state or local authority. Purchaser agrees to pay to the Supplier, TCS as may be applicable at the time of sale of goods. The prices quoted for supply of all goods are exclusive of the applicable TCS.

Delivery, Title, Acceptance:

Delivery of the product would be made within 8 to 12 weeks or earlier from the date of receipt of your confirmed order. Siemens Healthineers will make commercially reasonable efforts to meet the delivery dates quoted or acknowledged but will not be liable for its failure to meet such dates. Siemens Healthineers will make commercially reasonable efforts to meet the delivery dates quoted or acknowledged but will not be liable for its failure to meet such dates. The risk of destruction, loss or damage of the products shall be transferred to the Purchaser in accordance with the agreed INCOTERM. Upon the Purchaser making the complete payment to Siemens Healthineers. Title to the Equipment shall pass to the Purchaser. Upon delivery of the Equipment at the Purchaser’s facility the Equipment shall be deemed accepted by the Purchaser. The Purchaser shall be responsible to properly maintain the Equipment against loss, damage or unauthorized use of the Equipment. Purchaser may not unreasonably delay or impede delivery and acceptance of the Equipment. Siemens Healthineers reserves the right to make partial deliveries and issue invoices accordingly, provided that the partial delivery can be used by the Purchaser stand-alone without the outstanding deliveries. Contractual deadlines may change due to delays and/or disruptions in the supply chain, manufacturing, or execution as a result of the Covid-19 Virus spread.

Payment:

100% advance along with order in the form of NEFT / RTGS / UPI / IMPS / payable on Nationalized Bank in favor of ‘Siemens Healthcare Private Limited’ Supplier shall retain ownership of the equipment until payment of the full purchase price. If for any reason payment is delayed beyond the stipulated date of payment, interest @ 2% p.m. will be charged on the amount overdue for the delayed period. If for any reason payment is not forthcoming within the agreed time, Supplier, on its own discretion, can call back the consignment, and adjust the costs incurred in the said transaction from the advance paid.

Installation & Training:

Siemens Healthineers will install the product, if requested by CUSTOMER and would provide pertinent training to operate the product to your laboratory staff upon RECEIPT OF FULL PAYMENT towards installation of the product. Installation does not include the cost of preparation of the facility. Such preparation responsibilities of the Purchaser include, but may not be limited to, separate (dedicated) electrical and telephone circuits and/or network connections, air conditioning, plumbing, humidity control and any structural changes that may be required. Installation & Training is applicable in case of purchase of Hardware (Excluding Reagents and Consumables).

Warranty & After-Sales-Services:

Siemens Healthineers warrants that the Equipment shall be free from defects in material and workmanship and conform to the manufacturer’s specifications when delivered. SIEMENS HEALTHINEERS MAKES NO OTHER WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, IN CONNECTION WITH THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY AS TO DESIGN, MERCHANTABILITY, OR FITNESS FOR ANY PURPOSE. Any claim for breach of this warranty must be made in writing within one (1) year of the delivery of the Equipment by Siemens Healthineers. Siemens Healthineers sole obligation for breach of this warranty shall be, at Siemens Healthineers’ option, the repair or replacement of the breaching Equipment or an appropriate refund, allowance for credit reflecting depreciation. The product offered would be covered under Warranty (for the hardware only, excluding consumables & expendables) for a period of 12 months from the date of installation or 14 months from the date of shipment, whichever is earlier. Warranty does not cover the use of the Equipment in combination with any other product or equipment not approved by Siemens Healthineers.

Kits & Consumables:

All reagents, consumables & accessories for the instrument will be made available locally either directly (Website) or through our approved business partner.

Reservation Clause:

Siemens Healthineers' obligation to fulfill this agreement is subject to the proviso that the fulfillment is not prevented by any impediments arising out of national and international foreign trade and customs requirements or any embargos or other sanctions.

Validity & Jurisdiction:

This prices on the e-portal is subject to change from time to time. Jurisdiction is subject to Mumbai. Our offer/ confirmation is valid subject to the Import Policy of the Government of India and Foreign Exchange Rate etc. Should there be any significant change in the exchange rates, duty structure etc. the same shall be applicable to the purchaser.

Compliance:

Siemens Healthineers shall not offer or give or agree to give to any person in the employment of the Purchaser, any gift or consideration of any kind as inducement or reward to do any act in relating to obtaining or execution of the Contract arising out of this offer. Siemens Healthineers and the Purchaser shall comply with all applicable laws and regulations to bribery, corruption and prohibited business practices and will not partake in any action in relations to the transactions contemplated herein violation of such applicable laws.

Siemens Healthineers has a clearly defined Compliance program that ensures that Siemens Healthineers continues to conduct its business with total integrity and transparency. If at any time during your business interactions with Siemens Healthineers, the Purchaser faces situations of impropriety by Siemens Healthineers’ employees or any other misdemeanour, please alert Siemens Healthineers. The Purchaser may directly inform Siemens Healthineers’ global Compliance Helpdesk which offers 24 hours service “Let Us Know” compliance reporting system (https://www.bkms-system.net/healthineers) or can speak with the Siemens’s Compliance Officer, Ms. Deepa Priyadarshini on +91 (22) 33700896//+91 8657423575. It is Siemens Healthineers’ endeavor to set a benchmark in Corporate Governance. While Siemens Healthineers continues to optimize Siemens Healthineers processes and renew Siemens Healthineers’ portfolio to keep pace with the Purchaser’s needs and requirements, it is important for both Siemens Healthineers and Purchaser to base their relationship on trust and integrity. This Siemens Healthineers believes is of paramount importance as Siemens Healthineers’ core value is to nurture a culture of highest performance with highest ethics. With the “Let Us Know” function, the Compliance Help Desk represents a sensible, global-level adjunct to the Ombudsman, and provides an additional point of contact. Especially important is the responsible use of the Helpdesk.

Compliance with Export Control Regulations:

Purchaser undertakes to comply with the applicable export control regulations of India, the Territory and the Country, the Contractual Products are to be exported from and the (re-) export control regulations of the Federal Republic of Germany, of the European Union and of the United States of America. Upon request by Siemens Healthineers with all information pertaining to the particular End Customer, the particular destination and the particular intended use of the Contractual products, as well as any existing export control restrictions regarding the particular Contractual Products to enable Siemens Healthineers conducting exports control checks. Purchaser shall in particular continuously check and guarantee by appropriate measures that:

1. There will be no infringement of an embargo imposed by the European Union, the United States of America and/or the United Nations by delivery of Contractual Products, by performance of works and services in connection with Contractual Products, by brokering of contracts concerning Contractual Products or by provision of other economic resources, also considering the limitations of domestic business and prohibitions of bypassing those embargos;
2. The Contractual Products are not intended for use in connection with armaments, nuclear technology or weapons, if and to the extent such use is subject to prohibition or authorization, unless required authorization is provided;
3. The regulations of all applicable Sanctioned Party Lists of the European Union and the United States of America concerning the trading with entities, persons and organizations listed therein are considered.

Purchaser shall indemnify and hold harmless Siemens Healthineers from and against any claim, proceeding, action, fine, loss, cost and damages arising out of or relating to any noncompliance with export control regulations by the Purchaser, and the Purchaser shall compensate Siemens Healthineers for all losses and expenses resulting thereof.

If required to enable authorities or Siemens Healthineers to conduct export control checks, the Purchaser, upon request by Siemens Healthineers, shall promptly provide Siemens Healthineers with all information pertaining to the particular end customer, the particular destination and the particular intended use of goods, works and services provided by Siemens, as well as any export control restrictions existing

Siemens Healthineers shall not be obligated to fulfill this Agreement if such fulfillment is prevented by any impediments arising out of national or international foreign trade or customs requirements or any embargoes or other sanctions.

Indemnification:

The Purchaser assumes responsibility for and shall indemnify and save harmless Siemens Healthineers, from all actual and proven liability, claims, costs, expenses, taxes and assessments including penalties, attorneys fees and court cost which are, or may be required with respect to any breach of the Purchaser's obligations under the contract arising out of this offer, or due to reason attributable, to the Purchaser. Siemens Healthineers’ liability for any direct damage resulting from Siemens Healthineers’ negligent act or omission, whether in contract, tort (including negligence or strict liability), by way of indemnities or any other legal or equitable theory shall not exceed 10% of the payments received by Siemens Healthineers under each supply contract formed under this offer in accordance with these standard terms and conditions. The delivery shall be affected on CIP (Carriage and Insurance Paid to named place of destination) basis. Price quoted by the supplier includes freight charges for dispatch of equipment through any suitable mode of dispatch. Under no circumstances, Siemens Healthineers, including its employees, officers shall be liable to the Purchaser for any loss of profit (whether actual or anticipation), loss of revenue, loss of goodwill, loss of contracts, loss of opportunities or any indirect, incidental, special or consequential losses or damages arising from or in connection with its performance or non-performance under this Agreement and whether based upon contract, tort or any other legal theory.

Cancellation/Termination/ Suspension:

Siemens Healthineers reserves the right to terminate the contract with advance notice of 7 days arising out of this offer in the event.

1. The Purchaser does not make the payments/delays the payment as per the terms of the Offer
2. The "Force Majeure" conditions extends beyond 90 days and the parties cannot come to a mutual agreement for fulfilling their respective obligations under this contract
3. The Purchaser neglects or refuses to carry out its obligations under this contract, arising out of the Offer or commits any other material breach of the terms of the Offer

Siemens Healthineers reserves the right to suspend the contract during the notice period of 7 days mentioned above.

Limitation of Liability:

Siemens Healthineers total cumulative liability, arising from all causes of action of any kind, including, but not limited to Contract, Tort, Strict liability, third party liabilities, breach of Warranty, infringement of intellectual property rights, general indemnification, Risk purchase, or otherwise, shall not exceed 10% of the Product value under this Contract. Under no circumstances, Siemens Healthineers, including its employees, officers shall be liable to the Purchaser for any loss of profit (whether actual or anticipation), loss of revenue, loss of goodwill, loss of contracts, loss of opportunities or any indirect, incidental, special or consequential losses or damages arising from or in connection with its performance or non-performance under this Agreement and whether based upon contract, tort or any other legal theory.

Dispute Resolution:

If any dispute arises in connection with this Agreement, the responsible representatives of the Parties shall attempt, in fair dealing and in good faith, to settle such dispute. Each Party can request from the other Parties that on all sides a senior representative becomes involved in the negotiations. If the Parties are not able to reach an amicable settlement, each Party may initiate an arbitration proceeding. Any dispute or difference or claim arising out of or in relation to this transaction including construction, validity performance or breach thereof shall, shall be referred to and finally resolved by a sole arbitrator under Arbitration and Conciliation Act of 1996 and any subsequent amendments thereof for time being in force. The seat of arbitration shall be Mumbai. The language to be used in the arbitration proceedings shall be English. Each Party may seek provisional measures from Courts at Mumbai, including provisional injunctive relief, provided that the final resolution of the dispute is through the arbitral tribunal appointed in accordance with this clause.

Force Majeure:

Siemens Healthineers' offer is strictly subject to Force Majeure and any other causes beyond Siemens' reasonable control. In the event of stoppage of work in any establishment of Siemens during the delivery period owing to war, hostilities, acts of the public enemy, civil commotion, riots, sabotage, fires, floods, earthquakes, tempests, explosions, epidemics or any acts of God, quarantine restrictions, strikes, lockout, trade disputes, breakdowns, accidents, governmental decree, impossibility or difficulty of obtaining supplies of raw material, restrictions in power supply, power cuts, stoppage of railways or other carriers and / or causes beyond the control of Siemens, deliveries may be postponed or partially or wholly cancelled by Siemens. Siemens shall not be liable for any losses, direct or indirect, due to delay in performance or non-performance of this contract resulting from causes which are beyond Siemens' reasonable control and due to such causes, which amount to Force Majeure at law.

Contract Conclusion:

The contract is concluded when the Purchaser accepts Siemens Healthineers’ offer in writing without amendment. Insofar as acceptance is subject to alternative conditions of the Purchaser, effective contract conclusion shall require a written order confirmation from Siemens Healthineers. The scope, quality and all other conditions for the deliveries shall be determined exclusively by these concurring written declarations.

Trade Name/Intellectual Property:

Purchaser shall not to alter or make any addition to the Product, not to alter any identifying number or mark thereon and not to use any Photograph of the Product, Logo, Pattern of Trade Name, Trade Marks or any other Intellectual Property Rights registered in the name of Siemens or used by Siemens in relation with the products or the goodwill associated therewith without the prior consent of Siemens.

Subletting and Assignment:

Siemens Healthineers may assign or extend this offer or contract concluded following acceptance of this offer in whole or in part and its rights and obligations hereunder to a Siemens Healthineers’ group company or any Siemens Healthineers affiliates without any consent of the other party as a result of the sale of all or a substantial part of the assets or the business to which this offer or contract relates and/or in connection with any type of spin-off, (de)merger, consolidation, divestiture, dissolution or any other type of business combination or business reorganization. Furthermore, Siemens Healthineers may have any obligation hereunder performed by a subcontractor without the prior written consent of the other party.

Legal Construction:

The contract is concluded when the purchaser accepts Siemens Healthineers’ offer in writing without amendment. Insofar as acceptance is subject to alternative conditions of the purchaser, effective contract conclusion shall require a written order confirmation from Siemens Healthineers. The scope, quality and all other conditions for the deliveries shall be determined exclusively by these concurring written declarations and the provisions of these General Conditions of Supply.

The contract shall come into existence only after Siemens Healthineers' confirmation of purchaser’s order and shall be construed and operated as Indian contract and in conformity with Indian Law and shall be subject to jurisdiction of courts in India. All correspondence & commitments between Siemens and the purchaser, to be enforceable at law, shall be in writing.

These General Conditions of Supply form an integral part of the offer and the offer shall be read and understood in conjunction with the General Conditions of Supply. The General Conditions of Supply shall be applicable and prevail, unless otherwise accepted by Siemen Healthineers s in writing.