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Terms & Conditions of Sale: Exterior Metal Facade Systems

These Terms & Conditions exclusively govern the sale of Exterior Metal Facade, Aluminum Elevation, and Front Elevation Cladding Solutions by Metaclads (the Supplier) to the Buyer. Acceptance of any quotation or order constitutes irrevocable acceptance of these specific terms, overriding any contradictory terms in the Buyer’s documentation.   

I. Order Acceptance and Precedence

  1. Quotation Validity: All Quotations are valid for 30 calendar days from the issue date, unless expressly stated otherwise.   
  2. Contract Formation: A binding contract is formed only upon Metaclads’ written acceptance of the Buyer’s Purchase Order or by the commencement of manufacturing. 

    II. Mandatory Payment Terms (MSME Compliance)
  3. Statutory Due Date: If Metaclads is registered as an MSME, payment for all invoices must be cleared within a maximum of 45 days from the acceptance of the Goods/Services.   
  4. Late Payment Penalty: Payments delayed beyond the statutory 45-day limit are subject to compound interest at three times the RBI bank rate as mandated by the MSMED Act, 2006.   
  5. Tax Warning (Sec 43B(h)): The Buyer acknowledges that delayed payments may result in the expenditure being disallowed as a tax deduction, thereby increasing the Buyer’s corporate tax liability.   

III. Title Retention and Risk

  1. Retention of Title: Metaclads retains full legal ownership of the Exterior Metal Facade and Aluminum Base Products until full and final payment is received for those specific Goods.   
  2. Risk Transfer: The risk of loss, theft, or damage to the Goods passes definitively to the Buyer upon shipment from Metaclads’ facility.   
  3. Inspection Period: The Buyer must notify Metaclads of any claimed shortages or non-conformance within a limited timeframe (recommended seven business days) upon receipt, or the delivery is irrevocably accepted “as is”. 
      

IV. Warranty and Limitation of Liability

  1. Warranty Condition: The product warranty (typically 5-10 years on materials) is strictly conditional upon the Buyer adhering to Metaclads’ prescribed Façade Maintenance Manual and Cleaning Regime.   
  2. Warranty Voidance: The warranty is void if unauthorized technicians service the facade, if non-genuine parts are used, or if the mandatory cleaning frequency is neglected.   
  3. Liability Cap: Metaclads’ total liability shall not exceed the original purchase price paid for the specific Goods giving rise to the claim.   
  4. Exclusion of Damages: Metaclads is not liable for indirect, incidental, or consequential damages, including loss of profit, loss of reputation, or business interruption.   

V. Intellectual Property Rights

  1. IP Ownership: Metaclads retains sole and exclusive ownership of all Intellectual Property Rights in the Work Product, including technical drawings, engineering calculations, and BIM models.   
  2. License Grant: The Buyer is granted only a non-exclusive, non-transferable license to use the designs solely for the purpose of constructing, operating, and maintaining the specific building project for which the Goods were supplied.   
  3. Prohibited Use: The Buyer is expressly prohibited from using the technical specifications or BIM models to manufacture or commission any third party to produce similar Aluminum Elevation Systems for this or any future project.
       

VI. Dispute Resolution

Any dispute arising from this contract shall be referred to mandatory and binding Arbitration in accordance with the Arbitration and Conciliation Act, 1996, with the Seat of Arbitration fixed in.