Terms and Conditions

The following General Terms & Conditions of Contract shall govern all the Purchase Orders of SAVIC

These General Terms & Conditions of Contract ("Terms") shall govern all Purchase Orders ("Orders") issued by SAVIC ("Company") to any supplier ("Supplier") and shall be deemed incorporated into and form an integral part of each Order. By accepting an Order, the Supplier agrees to be bound by these Terms.


1. Scope

The scope of Supply / Services by Vendor respectively shall include

  1. In case of supply, provision and installation of machinery/equipment's or products, and in case of services, provision of Service / execution of Work to SAVIC’s satisfaction
  2. Obtaining statutory clearances in respect of installation of machinery /execution of Work / provision of Service,
  3. Procuring at his own cost third party liability insurance, comprehensive auto liability insurance, employee related insurances namely workmen compensation insurance and personal accident insurance, errors and omissions insurance (also known as Professional Indemnity Insurance). Unless otherwise stated, insurance should be taken for an appropriate amount as per good industry practice / as per law. Vendor shall ensure that SAVIC is named as a joint insured in the insurance policies wherever applicable.
2. PO Acceptance

The vendor shall acknowledge the receipt of the PO/WO within 72 hours of receipt, and failure to accept the same within the said timeline shall amount to deemed acceptance of the PO/WO along with all the terms and conditions mentioned herein. The vendor must check and confirm that the HSN / SAC code for Material/Service in the PO is correct. In case of any anomaly the same must be communicated to the Buyer and get required amendments done in PO. The vendor agrees that the terms and conditions mentioned herein constitute the complete agreement between the parties without any exception. SAVIC shall not be bound by any terms and conditions contained in the invoices/supplier’s proposal or any other such document exchanged between the parties.

3. Authority to amend / modify the PO/WO

SAVIC may, at any time, make changes in the delivery schedules, drawings, quantities, designs and specifications for indigenous supply. Such changes shall be communicated by SAVIC through amendment of PO/WO.

4. Quality & Workmanship

The goods supplied by the Vendor shall be of the best quality and workmanship and comply with the specifications of SAVIC PO in all respects to the satisfaction of SAVIC. The Vendor shall supply the goods in accordance with the particulars given in the Purchase Order unless any deviation is authorized as an exception expressly specified in the Purchase Order. If any defects develop in the goods during the Warranty Period referred in the Purchase Order, the Contractor shall repair and/or replace the goods (or parts thereof as the case may be) at no extra cost to SAVIC within the period/s specified by SAVIC.

5. Warranty

The Vendor shall be responsible for provide service period of 12 calendar months / OEM warranty period (whichever is higher) after goods have been taken over by SAVIC, for any defects that may develop under the conditions provided for by the PO and shall remedy such defects at his/its own cost when called upon to do so by SAVIC. If it becomes necessary for the Vendor to replace or renew any defective portion of the goods, such replacement or renewal shall be made by the Vendor, without any extra cost to SAVIC.

6. Post Warranty Support

After the expiry of warranty period and subject to the terms of the warranty as set forth hereinabove, the Vendor shall continue maintenance support to SAVIC, which includes necessary and adequate service facilities, at mutually agreed terms.

7. Packing

The Vendor shall be held responsible for the goods being sufficiently and properly packed for transport by rail, road, air or season as to ensure they free from loss or damage or injury on arrival at their destination. Disclosures and symbols are necessary to ensure proper handling of the packages (e.g., 'this side up'. 'Highly Inflammable' should be displayed on the packages, wherever necessary. (Goods)

8. Deliveries

The date of delivery of goods/services stipulated in the Purchase Order shall be deemed to be of the essence of the Purchase Order, and delivery must be completed not later than the dates specified there in. Should the Vendor fail to deliver the goods or any consignment thereof within the period prescribed for such delivery, SAVIC shall be entitled (i) recover from the Vendor (“defaulting vendor”) as Liquidated Damages, a sum of 1% of the price of any of the goods/services for a delay of every week or a part thereof subject to a maximum of 10% of the Contract Price, OR (ii) purchase the goods/ services from another vendor at the risk and cost of the defaulting vendor. Parties agree that the Liquidated Damages are recovered by SAVIC on account of the loss sustained by SAVIC in view of the Vendor’s delay and not as and by way of Penalty. Parties further agree that the measure of damages contemplated herein are a correct measure of reasonable loss which SAVIC is likely to suffer owing to the vendor’s delay in performance of his obligations under the Purchase Order.

9. Installation & Commissioning

Installation of the goods /materials/equipment, if applicable, shall commence as per advice from SAVIC and shall complete in all respects within agreed timelines, unless otherwise agreed in writing for change.

10. Inspection & Consequences of Rejection

On receipt of the goods, SAVIC shall inspect and test the goods & Services, if necessary, and SAVIC's authorized representative decision as regards acceptance / rejection of goods & Services shall be final and binding on the parties. If any goods & Services are rejected, SAVIC shall be at liberty to (i) allow the Vendor to replace or re-work on rejected goods & Services within a time specified by SAVIC, the Vendor bearing the cost of freight in such placement without being entitled to any extra payment, OR (ii)buy the quantity of goods rejected or others of a similar nature elsewhere at the risk and cost of the Vendor OR (iii)terminate the contract / cancel the Purchase Order and recover from the Vendor the loss SAVIC may have thereby incurred due to delay in supply of goods & Services. The goods & services rejected by SAVIC's authorized representative must be removed by the Vendor within 7-days from the date of receipt of rejection notice and at his own cost. (Goods & Services).

11. Appropriation

Whenever under this PO/WO any sum of money is recoverable from the Vendor, SAVIC shall be entitled to recover the differential cost incurred on purchasing the goods/service from an alternate vendor. The differential amount shall be recovered by SAVIC by debiting the Vendor account against any current amount payable by SAVIC or which becomes payable in the future to the Vendor. SAVIC shall not be liable to compensate the Vendor by way of interest and/or damages for any delay, which the vendor may claim, in release of payments by SAVIC.

12. Subcontracting

The Vendor shall not be entitled without SAVIC's consent to assign or transfer to a third party all or part of the benefits or obligations of this Purchase Order. SAVIC may assign rights and obligations under this Purchase Order to any third party by giving intimation to the Vendor to that effect.

13. Dispute Settlement, Governing Law & Jurisdiction

Any disputes arising out of or under this PO/WO shall be settled through arbitration proceedings to be conducted in Mumbai under the provisions of the Arbitration and Conciliation Act, 1996 and any statutory amendment or re-enactment thereof for the time being in force. The proceedings shall be conducted by a Sole Arbitrator appointed by mutual consent of parties. These PO/WO terms and conditions shall be governed by the laws of India. The Courts in Mumbai shall have exclusive jurisdiction over the disputes arising under this PO/WO. The proceedings shall be conducted in the English language.

14. Non-Exclusive

SAVIC reserves the right to procure goods and / or Services from third parties in addition to or in substitution of the Vendor.

15. Representation

The Vendor shall execute all instructions outlined in the Work Order in a timely, diligent, competent and professional manner. The Vendor hereby represents and warrants that all Services supplied hereunder shall be performed in accordance with the description of such Services mentioned in the Work Order. The Supplier of service shall observe and conform to all material laws and standards of business ethics and honest business practices and shall not act, and shall refrain from acting, in any manner that could materially harm or tarnish the name of SAVIC or the good will of SAVIC. (Services).

16. Statutory Compliance

Vendor shall comply with all statutory obligations under all applicable laws, statutes, rules and regulations which include, but are not limited to, Provident Fund, Employees State Insurance, Minimum Wages, Contract Labour, Child Labour, and other industrial & labour enactments, from time to time. A vendor of materials shall be bound by the Indian laws regarding Goods and Services Tax (GST) or any other applicable tax. A vendor shall be bound by the GST obligations under the Indian law. Under the new law pertaining to the levy of GST:

  1. It is the responsibility of the Vendor to charge appropriate tax on the invoice. In case of incorrect invoice, the same may be rejected.
  2. Vendors should undertake to ensure compliance under GST so that credit of GST is available to SAVIC.
  3. In the event of any change in tax invoice, due to any error or omission or for any other reason mutually agreed, identified during reconciliation, Vendor would timely amend its GSTR-1 on the GSTN so that credit is available to SAVIC.
  4. Vendor should ensure good compliance rating under GST.
  5. The Vendor shall refund any cost incurred by SAVIC including, but not limited to, loss of Input credit, tax, interest, penalty due to non-compliance of GST laws by the Vendor/ any person appointed by Vendor/ third party contractor within 30 days after raising the invoice.
17. Indemnification

The Vendor assumes the risk of, and shall at all times defend, indemnify, protect, save & keep harmless SAVIC and its officers, directors, employees, representatives, associates, agents , successors, and assigns against all claims and actions, proceedings , losses, costs, fines, penalties and damages to the goods or to the environment and / against any costs incurred by SAVIC due to injury, sickness, or disease to person (including death) due to the acts or omissions of the Contractor/Vendor and all expenses (including legal and investigation fees ) incidental there to, if proved.

18. Non-Disclosure Agreement (NDA):

18.The Vendor shall maintain strict confidentiality of all the information contained in the SAVIC's PO / with respect to the information disclosed to the Vendor and ensure that the same is not disclosed to anybody other than the authorized representative of SAVIC or to any person other than a person directly employed or engaged by the Vendor in the performance of the supply / services, without the prior written consent of SAVIC. Non-compliance of this clause would be deemed to be a breach of the Terms and Conditions under this PO/WO and SAVIC shall be within its rights to take appropriate legal action against this breach by the Vendor, including the right to terminate the PO for breach of this clause.

19. Force Majeure

19.Neither party will be liable to the other for any act done or prevented from so doing by virtue of the occurrence of force majeure conditions such as but not restricted to any event or chain of events, which prevents either party from carrying out their respective obligations hereunder, such as war, general mobilization of troops , strikes, lockouts in factories, fire, earthquakes and floods, embargoes stoppage of deliveries by Government, sabotage, explosion, riots , civil uprising, judicial / quasi-judicial orders, invocation of force majeure clause/s by SAVIC under the license/s for provision of telecommunication services granted by Government of India and any other event/s beyond the reasonable control of any party. Notwithstanding the forgoing, it is expressly understood that the specific events of Vendor exiting from Services / business of supply of goods or ceasing to render such Services / supply of the goods in India, for any reasons whatsoever, shall not be deemed a Force Majeure event for the purposes of the PO/WO.


20. Liquidated damages

This PO/WO shall constitute a contractual arrangement between SAVIC and Vendor. If the details provided by the Vendor are found to be false or incorrect or concocted or contrary to facts or misleading in any way, SAVIC shall be entitled to terminate the PO/WO forthwith and to recover liquidated damages and any other compensation due from the Vendor

21. The invoice shall be issued not later than 14 days from the date of completion of such taxable service, failing which Vendor shall not make SAVIC responsible for any subsequent delays in payments. Invoice issued by the Vendor shall carry the signature/digital signature of the Authorized signatory of Vendor

In case E-invoicing is applicable to you as per the provisions of Goods and Service Tax law, any document issued by your good self to us should be reported to National Informatics Centre (NIC) and should bear valid Quick Response (QR) code signed any NIC-IRP i.e. NIC - Invoice Registration Portal.

In case of non-compliance to the above, the document issued without a valid QR code will be rejected.

22. SAVIC’s Code of Conduct

This Purchase Order is governed by the SAVIC Code of Conduct guidelines. Please refer to our website www.savictech.com to access the same.Ethical / Whistle Blower Complaints SAVIC encourages and shall urge all its employees, customers, vendors, business partners, suppliers and other associates / stake holders to adhere to the ethics, in letter and spirit. In case, anyone comes across any breach or violation of ethics, policies or law, either during or after the tenure of the Agreement / Purchase Order, the concerned person can disclose the same to the Ethics Management Team of SAVIC by registering a complaint on www.savictech.com or by calling our toll free number 8080806851. Complaints can also be made anonymously in a sealed envelope or through email and SAVIC shall ensure that all information provided by the complainant (including their identity) in the complaints be strictly kept confidential by the Ethics Counsellors / Coordinators of SAVIC.

23.In case of any conflict/inconsistency between these Terms & Conditions mentioned in this PO/WO and those are in the contract / agreement, if any executed between the parties, then these terms shall prevail to the extent of such inconsistency

24.Waiver

Waiver of a breach of any provision of the PO/WO shall not constitute waiver of compliance with other provisions, nor shall it be construed as a waiver of any other breach.

25. Obligation to provide accurate information

Vendor acknowledges and agrees that any of the following actions or inactions, along with others not specifically laid down herein, shall constitute a material breach of the PO/WO and shall be a sufficient ground for cancellation of the PO/WO.

  1. willful provision of inaccurate or unreliable information by Vendor
  2. willful failure of Vendor to promptly update the information provided to SAVIC.
  3. Ownership Change: In case of transfer of business of Vendor to a third party of its choice, Vendor shall intimate SAVIC in advance. Vendor acknowledges that transfer of ownership of Vendor business will release SAVIC from all of its obligations under the PO/WO and the PO/WO will be liable for termination at the instance of SAVIC.

26.SAVIC reserves the right at any time and by serving a written notice of termination on the Vendor to terminate the PO/WO forthwith and to recover from the Vendor the amount of all direct losses and direct expenses suffered by SAVIC as a result of such termination, the amount of which shall be awarded by the arbitrator(s), if:

Vendor acknowledges and agrees that any of the following actions or inactions, along with others not specifically laid down herein, shall constitute a material breach of the PO/WO and shall be a sufficient ground for cancellation of the PO/WO.

  1. Vendor becomes insolvent or ceases to trade or enters into any composition with its creditors; and/or
  2. A bankruptcy order is made against Vendor or if a trustee is appointed in respect of the assets of Vendor and/or
  3. An administration order is made in relation to Vendor and/or
  4. An order to wind up Vendor is made or a liquidator is appointed in respect of Vendor (otherwise than for the purposes of reconstruction or amalgamation); and/or
  5. If Vendor is in material breach of its obligations under the PO/WO and fails to remedy the breach, which is capable of remedy, within sixty (60) days or such longer period as may be extended by SAVIC in writing, without prejudice to SAVIC's other rights or remedies.
27. Intellectual Property

Save as expressly set out in the PO/WO, no assignment or license of intellectual properties of SAVIC nor any intellectual property right in any trademark or service mark, (whether registered or not) is granted to the Vendor by the provisions of the PO/WO. Vendor shall not incorporate or use in the performance of the PO/WO, any information or article, the intellectual property rights of which are owned by a third party, unless Vendor/ supplier of service has first secured all necessary licenses, consents and rights to do so from the owner of such intellectual property rights.

28. Special Conditions

Any specific conditions / notes / special terms specified / highlighted in the main part of the PO/WO shall prevail over these General Terms & Conditions.

29. Severability

If any provisions of the PO/WO are held to be invalid or illegal by any court or judicial forum of competent jurisdiction, the same shall not affect the validity or legality of the other provisions of the PO/WO. Further, the parties shall mutually negotiate to replace such invalid or illegal provisions with another provision which does not suffer from such invalidity or illegality, and which achieves the intended economic purpose for the parties.

30. Manuals/Drawings:

30.Drawings/other applicable documentation relating to product and the supplies made by the Vendor which are approved and handed over by SAVIC shall be returned to SAVIC on closing of the transaction under the PO/WO.

31. Payment Terms

a.The Vendor shall submit the following documents along with the Bills/Invoices:

  1. i.Original Tax Invoice or
  2. ii.Work completion Sign-off including configuration documents/ROI/Approved Timesheet/ Customer approvals/ proof of service /delivery as desired by SAVIC
  3. iii.After acceptance of invoices payment shall be processed after 45 days

b.must bear

  1. PO/WO number, exceeding me, Address and GSTIN, Serial No (not sixteen characters and not containing any special characters other than hyphen or dash and slash symbolized as "-" and "/" respectively and any combination thereof unique for a financial year) and Date of Invoice
  2. ii.Full Name, address of recipient of goods or service as person address mentioned on PO/WO, GSTIN.
  3. iii.Description of goods/ service, value of supply along with asset applicable
  4. iv.HSN/SAC Code for supply of goods or supply of service should be mentioned on the invoice
  5. v.Invoice having Vendor, PAN No, Quantity of goods and unit or Unique Quantity Code thereof.
  6. vi.There should be no overwriting/scribbling on the bill
  7. vii.The place of supply
  8. viii.Whether tax is pay
  9. ix.Mechanism basis Invoice should contain SAVIC GST registration number as communicated

c.Unless otherwise stated in Purchase Order, the payment shall be released as per payment terms mentioned on PO/WO of bills/invoices on receipt of goods or completion of the services in all respects and acceptance of the same at the Vendor Help Desk.

d.For any advance payment, the vendor should issue a receipt voucher containing such details as prescribed in the GST Invoice Rules.

e.Payment to the vendor would be blocked and no payment would be processed in case the Vendor is blacklisted on GST Network. Payment would be made once the rating of the Vendor improves.

f. TDS Deduction

  1. i. SAVIC shall deduct all income taxes applicable from time to time for the payments to be made to the Vendor. One Consolidated TDS certificate (in respect of all TDS deductions made by SAVIC during the financial year) would be issued by SAVIC after the close of the financial year and after the Income Tax Return (TDS) for the Quarter # 4 of such financial year has been filed by SAVIC.

  2. ii. GST TDS: SAVIC would deduct GST TDS in case supply made by the vendor are liable to TDS under GST Law. SAVIC shall issue TDS certificate within the time limit prescribed under the GST law.

    3. g.Accounting Information

    h.Vendor shall submit the detailed statement of account (SOA), request from SAVIC as and when required.

    i.Vendor shall submit detailed accounting information related to PO/WO numbers, Tax invoices, Payment details, Delivery location, waybill consumption etc. required for verification / reconciliation by SAVIC.

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