Terms and Conditions of Purchase
Please notice that the word „Company “mentioned in the following shall mean 2022 ES Discovery India Private Limited unless otherwise specified. Also, the word "Vendor" used here under shall mean an association/person/firm/limited company or legal entity that has offered to sell their goods and services to the company.
1. We do not accept any responsibility for any order unless issued on our official Purchase Order Form and duly signed .
2. Unless otherwise agreed all materials ordered are to be supplied, carriage paid to our factory or the receiving depot/location specified in the Purchase Order and no changes towards packing, boxing or crating will be accepted unless authorized by this Purchase Order.
3. All goods or materials are to be strictly in accordance with the specifications mentioned in the order and must have the quality and grade asked for. No departure from specification is permitted without prior agreement in writing. If rejected shall be held at the Supplier’s Risk and must be removed by the Supplier entirely at his expenses. Any additions, alternations, amendments and deletions in terms and conditions of this Purchase Order shall be in writing and deemed to be incorporated here in and made part of this Purchase Order.
4. Prices quoted by the vendor and accepted by the company are final and no deviation there from will be accepted without our specific agreement in writing. We reserve the right at any time to make changes in drawings or specifications of the material and /or work covered by this Purchase Order and in such an event if increase or decrease is caused in the cost of production, the price mentioned in this Purchase Order shall be equitably adjusted.
5. The company has a right to inspect the work in progress and on completion, but such inspection does not relieve the vendor of his responsibility for defects in the materials and /or workmanship and for the delivery of the material in accordance with the specifications given. The vendor at his own expenses shall remove goods rejected and our authorized representative(s) shall be allowed to inspect the material ordered at any stage of their manufacture.
6. Where applicable, all the materials are to be suitably protected against corrosion arising from tropical conditions during the transits and possible storage. All material parts are to be coated with good preventive anti-rust. Where packing is required all packing case must be carefully and properly prepared, secured and packed in manner suitable to ensure adequate protection till delivered.
7. The time quoted for completion is to be strictly adhered to. This order is liable to be cancelled if delivery is not made by the specific date.
8. In the case of the goods to be collected from the transporter, intimation should be sent immediately to the company. Any demurrage paid on account of lack of such intimation or late dispatch of document shall be recovered from the vendor. Any consideration towards ‘to lerating an act’ is deemed to be a supply of service under the GST Law and it could thus be subject to GST. Accordingly, demurrage charges would be recovered from the vendors along with applicable GST, if any.
9. The company reserves the right to suspend or cancel the order with immediate effect in the event of strike s, lockouts, fires, break downs, accidents, riots, floods, any natural calamities, act of GOD, any insurrections, restrain s or any cases beyond the control or from any cause or causes due to acts or demands of the Government or as a consequence of war or our break of hostilities.
10. In case of nonperformance of contract or non-delivery of goods in time, the company shall be free to purchase goods from elsewhere and recover the extra cost from the vendor.
11. All supply invoices should bear the name and address of the company's works where the material is to be delivered, failing which the company shall have the right to return material or recover the cost incurred for such noncompliance.
12. Unless otherwise agreed in writing the weight declared by Weigh Bridge nominated by the company or weight and measures taken at company’s premises shall be final to ascertain the quantity of material received.
13. Challan in duplicate should be submitted on delivery of material or sent along with RR/Weigh bill. One copy will be returned after acknowledgement of receipt of material and consignee will retain other.
14. The vendor's employees and associates shall not use/misuse, duplicate , disclose, divulge or part with, directly or indirectly in writing or verbally any information, data designs that it or they may come to know during the process of its/their working on the basis of this PO, whether technical or commercial related to the project or otherwise, about company or any of their employees supplier, however insignificant it may be to any of the person at any point of time in future for consideration or otherwise without the written
permission from company.
15. Vendor shall submit all relevant data like technical specifications, drawings, performance guarantee, operational and maintenance manual, test certificate etc. along with the supply of material. Vendor will return to us all original and copies of information data, drawing or any other documents they might have received from us or any other sources, including contractors or vendors which may have been generated or prepared for purpose of execution of the order.
16. In case of any inconsistency between any clause of this Purchase Order and that of any agreement or contract executed between the parties on the subject matter hereof, then the relevant clause of the said agreement / contract shall prevail and supersede over the concerned inconsistent clause of this purchase order.
17. In consideration of the payment made hereunder, you hereby assign the entire copyright and all other rights in and to all the results of your services provided under this Purchase Order to 2022 ES Discovery India Private Limited and/or its affiliates to utilize and exploit the same in perpetuity and throughout the world in any medium and you agree and acknowledge the same by acceptance of this PO.
18. This order should be acknowledged by return of mail confirming the acceptance of rate and all conditions of supply. If the OA is not received within 10 working days from the date of PO, we will consider the PO is accepted by y o u .
19. Additional charges such as packing, forwarding, insurance, postal w ill not be paid unless specifically mentioned in the order.
20. Any increase in price is not valid unless, approved and confirmed in writing by company.
21. Supplies will be accepted at our Factory / Depot / Location on working days between 9 am to 4 pm.
22. Materials delivered in excess of the quantities ordered will not be accepted and all additional charges resulting from such delivery will be on Supplier’s account.
23. Materials are to be unloaded by the Supplier' and to be stacked at the right place as directed by our storekeeper.
24. Any breakage, damage and pilferage in transit due to faulty packing or any other reason shall be borne by the Supplier.
25. Printed packaging material, if rejected and cannot be rectified, will be defaced, crushed or rendered unusable before returning to the Supplier.
26. The Supplier guarantees that the sale or use of his products/ materials wi ll not infringe an Indian or Foreign patent, design or trade mark and undertakes to indemnify and keep us indemnified against any actions, judgments, decrees, costs, claims, demands and expense to defend or assist in the defense of any suit or action which may be brought in this connection.
27. Materials rejected for any reason in terms of this Purchase Order will remain at our premises at Supplier’s risk and cost. In case of local supplier, he will have to remove the rejected material within three days of our intimation and/or receipt of the rejection memo. In case of Foreign Supplier and for goods supplied from outstation the Company should be given disposal advice by the Supplier within seven days on receipt of the rejection memo. After the due dates of the rejection the goods will be lying at Supplier’s risk and cost. Rejected goods bearing our trademark or emblems etc. would not be returned to the Supplier and would be destroyed at our end to avoid misuse.
28. The Lorry Receipts and other documents must be consigned to us and not to self. Any extra charge that may be incurred by us in taking delivery of the consignment due to a lorry receipt being consigned to self will be recovered from the Supplier. Supplier should collect way bills/entry pass/road permits etc. from the company for the states where the goods can only be delivered by producing way bills/entry pass/road permits etc. at various check posts. The bills/entry pass/road permits etc. should by properly filled by the supplier and any liability arising on account of incorrect/incomplete details mentioned on the way bill/entry pass/road permits will be paid/recovered by/from supplier.
29. A transporter copies of Supply Invoice, giving full details of each consignment and Company's Purchase Order no. together with the Lorry Receipt of carrier's receipt or parcel should be sent to the receiving location of the Company when the consignment is dispatched by the Supplier. Please ensure Transporter copy of Su pply invoice accompanies each consignment. In the event GST credit is denied to us for any reason attributable to the Supplier or non-receipt of valid supply invoice documents at our receiving location, then the same will be recovered from the Supplier's bill at the time of Payment.
30. Materials covered by this order shall be duly insured by the Supplier.
31. The Supplier shall strictly adhere to the provisions of the Child Labor (Prohibition and Regulation Act), 1986 and shall not engage any child labor for any purposes whatever in fulfilling his obligations.
32. The Supplier is fully informed and aware of the fact that it is a criminal offence to bribe a public official in order to obtain business or other improper advantages in the conduct of business and therefore the Supplier undertakes not to use bribing in order to obtain said business or other improper advantages.
32a Original tax invoice needs to be sent to the recipient location along with delivery challans, lorry receipts and other transport documents.
33. Supplier invoices (Additional Payment Copy) where in bill to ship to details, delivering plant of the company with full address, along with copies of delivery challans, lorry receipts must be sent by the Supplier to the CIRD (Central Invoice Receipting Department) within 10 days from the dispatch of the Materials. Suppliers should comply with respective state/federal laws to issue proper invoice which enables company to take Input Tax Credit.
34. In the event of any breach of terms and conditions of this Purchase Order, the Supplier agrees to compensate in such manner as may be reasonably determined.
35. Supplier is forbidden to offer any commission, brokerage or other gratification to any of our employees. The Supplier is bound by terms and conditions mentioned in "2022 ES Discovery India Private Limited Supplier Code of Conduct" applicable to the Supplier (https://www.envu.com/footer/procurement/code-of-conduct).
36. Payment made for supplies received as per this Purchase Order prior to inspection shall not constitute an acceptance thereof.
37. It is mutually agreed by the Company and the Supplier that all disputes or differences whatsoever arising between the parties hereto out of or relating to the construction, meaning or operation, effect or breach of this Purchase Order that may not be resolved between the parties through negotiation shall be settled by
arbitration in accordance with the Rules of Arbitration and Conciliation of the Bombay Chamber of Commerce and Industry, Mumbai and the award made in pursuance there of shall be final & binding on the parties. The arbitration shall be conducted in English and the venue of arbitration shall be Mumbai. The cost of the arbitral proceedings shall be borne equally by both the parties.
38. PDF/electronic copy of this Purchase order received by the Supplier through e-mail is an Authentic and legally enforceable document and hard copy of Purchase order will not be sent separately.
39. If on account of supplier’s non-compliance in terms of payment of taxes to the Government or filing of returns or any other reasons (including errors on supplier’s part in filing the returns) as a result of which 2022 ES Discovery India Private Limited is not eligible to claim credit of the tax applicable on the purchase from the respective supplier, 2022 ES Discovery India Private Limited shall withhold the payment to the supplier to the extent of the credit not available to 2022 ES Discovery India Private Limited (including any interest or penalty imposed on 2022 ES Discovery India Private Limited on account of the same) or the same would be adjusted against the payments due to the respective supplier (including any interest or penalty imposed on 2022 ES Discovery India Private Limited on account of the same).
Requirements for Invoices:
You are expected to send across the original commercial tax invoice to a Central Invoice receipting unit based at the below address. The invoice documents should be sent to the plant or site.
Zenia Building Hiranandani Circle, Hiranandani Business Park
Thane, Maharashtra 400607, India
The address for processing of tax invoice, receipt and all other non-financial documents such as order confirmation, certificates and transportation documents remain unchanged.
Please note that if your invoices pertain to projects (Invoices requiring certification from, including but not restricted to, architects/2022 ES Discovery India Private Limited engineers and where payments are made against running bills/performance bank guarantees/retentions, etc.), hospitality, freight/transportation or you are a Clearing & Forwarding Agent, you are required to continue sending the invoices to your 2022 ES Discovery India Private Limited contact person as it is done today.
In order to ensure efficiency in rendering your payments, please mention the following on the face of your invoices while submission:
-PO number should be referenced on the first page of the invoice
-PO line item number needs to be referenced on each invoice line item
-The invoice should match the PO (e.g., if PO is broken into separate line items; the invoice should also be broken into separate line items)
-Ensure Correct company name is used
-Only one PO per Invoice should be billed
-The total amount due must be on the first page of the invoice
-Use the Unit Prices and Unit of Measures as indicated on the PO
-Invoice payment term must match PO payment term
-Bill of Lading or Packing Slip Number should be mentioned wherever applicable.
-Order number, item number, material number and delivery address on all delivery documents
-For any communication/concern/queries/enquiries regarding the processing of your invoices/ payments, kindly contact our dedicated phone number: +44 161 779 5145 or write to us via email STP_Helpdesk@bps.envu.com
CODE OF CONDUCT FOR ASSOCIATES
2022 ES Discovery India Private Limited's quest for competitive excellence begins and ends with its commitment towards not only compliance with law but also ethical principles in order to maintain its high business standards. 2022 ES Discovery India Private Limited has devised the following Code of Conduct which is applicable to the key stake holders such as manufacturers, suppliers, marketers, dealers, distributors, agents, transporters, consultant, customers, clients and service providers and all other business partners of 2022 ES Discovery India Private Limited (hereinafter referred to as „Associates"). While 2022 ES Discovery India Private Limited appreciates the internal guidelines of all Associate and its compliance, 2022 ES Discovery India Private Limited also desires that the Associates should fully understand its Code of Conduct in true spirit of its intent and words and strictly comply with the same.
NO CONFLICT OF INTEREST
separation of corporate & personal interests Conflict of interest arises when the interest or benefits of one person or entity conflict with the interests or benefits of 2022 ES Discovery India Private Limited. Any business relationship with 2022 ES Discovery India Private Limited must be formed on the basis of objective criteria such as price, quality, reliability & product suitability.
Associates must disclose any existing or potential conflict of interest while entering into or during the course of any arrangement with 2022 ES Discovery India Private Limited.
Associates must not influence business dealing by offering inappropriate gifts / entertainment to employees of 2022 ES Discovery India Private Limited.
COMMITMENT TO FAIR COMPETITION
no antitrust violations 2022 ES Discovery India Private Limited prohibits any actions, informal talks or agreements which intend to restrict competition. 2022 ES Discovery India Private Limited expects the Associates to appreciate 2022 ES Discovery India Private Limited's concerns for fair competition and ensure that no antitrust violations take place in their dealing with 2022 ES Discovery India Private Limited.
2022 ES Discovery India Private Limited forbids collusion among competitors and anticompetitive arrangements among suppliers and customers. 2022 ES Discovery India Private Limited and the Associates shall exhibit full transparency in their dealings with each other in order to strictly follow the principles of fair competition.
INTEGRITY IN BUSINESS DEALINGS
no corrupt practices 2022 ES Discovery India Private Limited has ZERO TOLERANCE towards Corruption. No amount of potential additional revenues can justify
illegal business practices and hence, the Associates must not offer or accept an advantage with the intention to do something dishonest, illegal or to breach trust.
2022 ES Discovery India Private Limited competes solely on an honest, objective basis and does not make unethical business dealings. 2022 ES Discovery India Private Limited employees and the Associates must not attempt to unlawfully influence business partners, government authorities or public servants through favours or other advantages which are construed to be corrupt practices.
PRINCIPLE OF SUSTAINABILITY
no risks for human health and environment 2022 ES Discovery India Private Limited acknowledges ist duty towards sustainable development and helps in meeting the economic, ecological and social needs of the present and future generations. All its Associates shall also provide ist employees with a safe and healthy workplace in compliance with all applicable laws and regulations.
Associates shall support environmental protection, judicious consumption of energy and raw materials in
production and also minimisation of the hazardous impact of the development, production, use and disposal of any products and services on the ecological environment.
PROTECTION OF HUMAN RIGHTS
healthy working environment 2022 ES Discovery India Private Limited strictly complies with all prohibitions on engagement of child labour. Associates must prohibit employment of child labour and fully comply with the provisions of applicable factory / labour laws.
2022 ES Discovery India Private Limited does not tolerate any behavior that might harass, disrupt or interfere with the ability of a person. Sexual harassment in any form is totally intolerable. There shall be no use of abusive or offensive language. Associates shall not use any forced or involuntary or bonded labour.
2022 ES Discovery India Private Limited provides equal opportunity to all its employees and treats them with respect and dignity. Associates shall not adopt discriminative policies on the basis of race, religion, age, nationality, social or ethnic origin, gender, disability, political opinion etc.
IP RIGHTS & CONFIDENTIALITY
protecting and respecting the legal rights The results of 2022 ES Discovery India Private Limited's scientific research and technical development work are extremely valuable assets. 2022 ES Discovery India Private Limited is committed to protect the fruits of its own endeavours and respecting the legally recognized rights of others. Associates shall respect the intellectual property rights of 2022 ES Discovery India Private Limited including its patents, trademarks, copyrights, proprietary information and trade secrets and shall not use the same unless specifically authorized by 2022 ES Discovery India Private Limited in this regard.
Associates must treat any proprietary or confidential information of 2022 ES Discovery India Private Limited as highly confidential and protect business data against unauthorized access. Care should be taken to avoid any unintentional transfer of confidential information or infringement of intellectual property rights through negligent handling of the same.
PROPER RECORDS & INFORMAITON
transparent reporting & communication 2022 ES Discovery India Private Limited expects its Associates to maintain accurate records and not to suppress or distort any material facts. Associates must maintain documents and records as per the applicable legal standards and preserve the same so long as the same are required
under the relevant statutory provisions.
2022 ES Discovery India Private Limited propagates transparency in all its dealings and is fully accountable to the appropriate authorities. Associates responsible for dealing with any statutory authorities should communicate information completely, correctly and in a timely manner.
UPHOLDING COMMERCIAL LAWS
no export-import violation- 2022 ES Discovery India Private Limited is committed to uphold all domestic and international commercial and trade laws. 2022 ES Discovery India Private Limited supports the efforts of the international community to prevent the manufacture and proliferation of chemical, biological and nuclear weapons.
All Associates are required to observe the restrictions and bans on domestic and international trade in listed goods, technologies and services. All Associates must also respect the trade bans and restrictions that are part of international embargos and efforts to combat terrorism.
Violation of this Code of Conduct or any apprehension thereof shall be reported forthwith to the concerned 2022 ES Discovery India Private Limited representative so as to enable him to initiate suitable action in that regard. Contact for Further Information For any queries, concerns or clarification on this Code of Conduct , the Associates are requested to contact the concerned 2022 ES Discovery India Private Limited representative or 2022 ES Discovery India Private Limited’s Legal Department at its Registered Office.