means the catalogue (in whatever form, whether paper or electronic) of Supplies
of the Firm current at the date on which the Customer's order is accepted by the
Kits n Spares or its permitted assigns.
means these terms and conditions.
means any contract between the Firm and the Customer for the sale and purchase of
means the person(s) or organisation(s) whose order for the Supplies is accepted
by the Firm.
means any goods supplied or to be supplied by the Firm to the Customer.
means any services supplied or to be supplied by the Firm to the Customer.
means any Goods or Services.
includes electronic communications.
All orders are accepted by the Firm subject to and in accordance with these Conditions.
These Conditions override and exclude any terms or conditions in or referred to
in any negotiations or course of dealing between the Firm and the Customer or set
out in the Customers standard terms and conditions. If there is any conflict between
* the other provisions
of the Catalogue and these Conditions; or
* the provisions of the
order and these Conditions
these Conditions will prevail unless the Firm agrees
otherwise in writing. Together with any terms accepted by the Firm in connection
with an order, these Conditions constitute the entire agreement between the Firm
and the Customer in relation to the Supplies ordered. No variation to these Conditions
is permitted unless expressly authorised in writing by a director of the Firm.
Prices for Supplies as displayed in website is in
Indian Rupees (INR), exclusive of all taxes suchas VAT,CST ,Octroi
., etc., which if applicable will be added at the time of completing the sale transactions
and payment needs to be made inclusive of relevant taxes getting reflected in the
Firm has used all reasonable endeavours to ensure that prices for Supplies are accurately
set out in the Catalogue or otherwise quoted to the Customer but reserves the right
to change its prices without notice at any time. Prices charged will be those prevailing
when an order is accepted. Where Supplies are to be made in instalments (Scheduled
Delivery) the price payable for them will be that applicable at the time of despatch
of the first batch of Supplies but, where Scheduled Delivery may continue for a
period of 90 days or more, the Firm reserves the right to charge the Customer further
amounts if the price of the Supplies increases before the end of that period.
Save where credit terms have been agreed in writing in advance, payment is due when
the order is placed with the Firm without any deductions, withholding or set off.
Time for payment is of the essence. If the Customer fails to make payment by the
due date then, without prejudice to any other right or remedy, the Firm shall be
1. cancel the order or suspend
any further deliveries or performance;
2. appropriate any payment made
by the Customer to such of the Supplies (or the Supplies made under any other contract)
as the Firm may think fit; and
3. charge interest (both before
and after any judgment) on the amount unpaid at the rate of 18% per annum above
the base rate from time to time of HSBC Bank plc until payment is made in full.
If legal action is taken to recover monies due to
the Firm then the Firm reserves the right to charge the Customer an administration
fee to cover all and any costs incurred.
The Firm reserves the right to accept or reject
any request or offer to trade with any organisation or person, without providing
Once accepted, no order may be cancelled without
the prior written agreement of a director of the Firm. Without limiting the generality
of this, orders for Goods which are not in catalogue, non stock items and items
specified to be non-cancellable or non-returnable at the time of quotation may not
Orders for Goods are usually accepted by the Firm
by the despatch of the Goods from the warehouse of its associated organisations.
However, that despatch will not be acceptance where the price for the Supplies has
been incorrectly quoted or referenced by the Customer in its order.
The Firm reserves the right
to charge a handling charge of INR 75 on all orders under INR 3000
and also reserves the right change the handling charges from time to time .
Orders for certain Goods, in particular Goods which are not in catalogue or are
non-stock items, may be subject to a minimum order quantity or value which the Firm
will use its reasonable endeavours to notify to the Customer prior to accepting
Save as set out below, the Firm will use all reasonable
endeavours to deliver the Goods to the Customer within 5 working days of written
order and the same or next working day after the Goods clear customs in India, provided
that the Firm's supplier has the Goods ordered in stock. Such deliveries are usually
offered free of charge but the Firm reserves the right to charge for delivery of
certain items, for example those that are very large, heavy or hazardous, and the
Firm reserves the right to charge for delivery as standard on certain accounts.
Any such charge will be notified to the Customer at the time of establishment of
its account or placing of the order to which such charge applies.
Where Goods ordered are not in catalogue or are
non-stock items, the Firm will make reasonable endeavours to notify the lead times
for such Goods, where known.
Where Goods ordered are supplied to the Firm from
its foreign principals ("foreign deliveries"), the usual estimated delivery date
for those Goods is 10 to 12 working days from the date of order and an additional
delivery charge may be payable. The Firm will endeavour to contact the Customer
[prior to processing any order for such Goods] to notify of any Foreign Deliveries
comprised in the order, the applicable estimated lead times for delivery and any
additional delivery charges which may apply.
For more urgent deliveries the Firm offers a special
delivery, the details and cost of which are available on request and may be set
out in the front of the Catalogue. Goods highlighted
in the Catalogue with H next to the order code cannot, as a result of their size
and/or weight, be delivered using the special delivery service. This material can
be delivered using surface mode of transport and the cost pertaining to this will
be charged back to back as intimated by the service provider.
The Firm reserves the right
to deliver or perform by instalments.
Failure to meet a delivery or performance date where deliveries or performance are
by instalment shall not prevent or restrict the Firm from making further deliveries
or rendering subsequent performance under the relevant Contract by instalment.
Delivery will be made to the address specified by
the Customer. The Firm reserves the right to arrange delivery of Goods directly
from the manufacturer or supplier of those Goods to the Customer.
The Firm may use any method of delivery available
to it. All delivery dates and times given are estimates. The Firm will use reasonable
endeavours to meet delivery and/or performance estimates but, except as set out
in Condition 8 below, in no circumstances shall it be liable to compensate the Customer
for non-delivery, non-performance or late delivery or performance. Time for delivery
and/or performance will not be of the essence. The Firm reserves the right to delay
despatch for a number of reasons, including to perform any necessary credit checks
or procedures or to ensure that payment has been received in cleared funds in full.
Where despatch is delayed for such reasons the Firm will use reasonable endeavours
to inform the Customer.
Inspection, defects and non delivery
The Customer must inspect the Supplies as soon as
is reasonably practicable after delivery or, in the case of Services, performance
and, except as set out in 13 below, the Firm
shall not be liable for any defect in the Supplies unless written notice is given
to the Firm within 15 days of the date of delivery to the Customer. The
Firm does not write software comprised in the Goods and it is the Customers responsibility
to check for the presence of computer viruses before the Goods are used.
The quantity of any consignment of Goods, as recorded
by the Firm upon despatch from the Firms place of business, shall be conclusive
evidence of the quantity received by the Customer on delivery, unless the Customer
can provide conclusive evidence to the contrary. The Firm will not be liable for
any non-delivery of Goods or non-performance of Services unless written notice is
given to the Firm within 15 days of the date of delivery to the Customer in the
ordinary course of events. The liability of the Firm for non-delivery or non-performance
or for Goods notified as defective on delivery or Services notified as defective
following performance in accordance with this Condition 8 will be limited to replacing
the Goods or re-performing the Services within a reasonable time or to refunding
the price then paid in respect of such Supplies.
Prior to returning any Goods to the Firm for any
reason, the Customer must contact the Firm to obtain a returns authorisation number
All Goods are returned at the Customers risk and
expense and should be undamaged by the Customer and in their original packaging.
The Customer is responsible for returning Goods to the Firm and for providing proof
of delivery of such return.
The Firm operates a 30 day return policy. To be
accepted for return on this basis, Goods should be returned for receipt by the Firm
within 30 days of delivery to the Customer. The Customer should return the Goods
to "The Returns Department, Kits n Spares,
D-88/5, Okhla Industrial Area, Phase-1, New Delhi, 110020, clearly quoting
the Customers account number, order number and RMA.
Any Goods returned after 30 days as unwanted or
incorrectly ordered will only be accepted at the discretion of the Firm. All Goods
returned (whether within 30 days of delivery or otherwise) will be subject to a
restocking fee of 20% of the invoice value of the Goods (subject to a minimum charge
of INR 2000).
Goods that consist of software or are specially
constructed or contain any of the hazardous substances referred to in European Union's
Directive 2002/95/EC on the Restriction of the Use of Certain Hazardous Substances
in Electrical or Electronic Equipment (RoHS) may not be returned under this Condition
9. Any Goods which are not in catalogue or are non-stock items may not be returned
under this Condition 9. Any static sensitive Goods supplied in sealed packaging
may not be returned if the blister or 'peel' packs in which they are supplied has
been opened, tampered with or damaged.
Orders for US Stock Goods, whether single drop or
scheduled, are irrevocable and cannot be cancelled and US Stock Goods may not be
returned except in accordance with Conditions 8 or 15 (if applicable) or with the
prior written consent of a director of the Firm.
No Goods will be accepted for return without an
All specifications, drawings, illustrations, descriptions
and particulars of weights, dimensions, capacity or other details including, without
limitation, any statements regarding compliance with legislation or regulation (together
"Descriptions") wherever they appear (including without limitation in any product
literature relating to the Goods, the Catalogue, on data sheets, application notes,
despatch notes, invoices or packaging) are intended to give a general idea of the
Supplies, but will not form part of the Contract. If the Description of any Goods
differs from the manufacturers description, the latter shall be deemed to be correct.
The Firm shall take all reasonable steps to ensure the accuracy of Descriptions
but relies on such information, if any, as may have been provided to it by its suppliers
and accepts no liability in contract or tort or under statute or otherwise for any
error in or omission from such Descriptions whether caused by the Firms negligence
or otherwise. The Firm may make changes to the Supplies as part of a continuous
programme of improvement or to comply with legislation.
Risk and ownership
Save where the Customer arranges delivery of the
Goods from the Firm, the risk of damage to or loss of Goods will pass to the Customer
when the Goods are unloaded from the Firms carriers at the Customers premises.
Where the Customer arranges
for picking thematerial from firms
Bangalore warehouse delivery risk in the Goods will pass to the Customer or its
designated carrier being available for collection from the warehouse. Ownership
of the Goods shall not pass to the Customer until the Firm has received in full
(in cash or cleared funds) all sums due from the Customer to the Firm on any account
Until ownership passes to
the Customer, the Customer must hold the Goods on a fiduciary basis as the Firms
bailee. If payment is not received in full by the due date, or the Customer passes
a resolution for winding up or a court shall make an order to that effect, or a
receiver or administrator is appointed over any assets or the undertaking of the
Customer or an execution or distress is levied against the Customer, the Firm shall
be entitled, without previous notice, to retake possession of the Goods and for
that purpose to enter upon any premises occupied or owned by the Customer.
The Catalogue remains at all times the sole and
exclusive property of the Firm.
Performance and fitness for purpose
Unless any performance figures, tolerances or characteristics
have been specifically and expressly warranted by a director of the Firm in writing,
the Firm accepts no liability for any failure of the Supplies to comply with such
criteria, whether attributable to the Firms negligence or otherwise. The responsibility
for ensuring that Supplies are sufficient and suitable for a particular purpose
is the Customers, unless specifically stated in writing by a director of the Firm.
Any advice or recommendation given by an employee of the Firm which is not confirmed
in writing by a director of the Firm is acted on entirely at the Customers risk
and the Firm shall not be liable for any such advice or recommendation which is
not so confirmed. The liability of the Firm to the Customer, should any warranty,
statement, advice or recommendation confirmed in accordance with this Condition
12 prove to be incorrect, inaccurate or misleading, will be limited to the refund
of the price paid for the Supplies or, at the Firms option, the supply of replacement
Supplies which are sufficient and suitable.
The Firm will endeavour to transfer to the Customer
the benefit of any warranty or guarantee given by the manufacturer of Goods.
In addition, the Firm will, free of charge, repair
or, at the Firms option, replace Goods or, in the case of Services, re-perform
Services which are proved to the reasonable satisfaction of the Firm to be damaged
or defective due to faulty materials, workmanship or design.
Software programs are supplied
on the strict understanding that the Firm does not warrant their function to be
free from defects or error.
This obligation will not apply:
* if the defect arises because the Customer has altered or repaired such
Goods without the written consent of the Firm;
* because the Customer
did not follow the manufacturers instructions for storage, usage, installation,
use or maintenance of the Goods;
* if the Customer has
failed to notify the Firm of any defect in accordance with Condition 8 where the
defect should have been reasonably apparent on reasonable inspection; or
* if the Customer fails
to notify the Firm of the defect within 12 months (or such other period as the Firm
shall specify at the time of acceptance of the order for the Supplies) of the date
of despatch of the Goods or performance of the Services.
Any replacement Supplies made or Goods repaired
under this Condition 13 will be guaranteed on these terms for any unexpired portion
of the period of guarantee given on the original Supplies. Any Goods which have
been replaced will belong to the Firm.
The Customer grants to the Firm and its employees,
agents and representatives a right to enter onto its premises to effect any repair
or replacement under this Condition 13. The Customer shall ensure that the Firms
employees, agents and representatives are provided with a safe and secure working
environment while at its premises and the Customer shall be responsible for isolating
any computers or processors requiring repair or replacement from its network and
for making back-up copies of any information on such computers or processors before
the Firms arrival on site.
The Firms sole obligation and liability, should
any Supplies prove damaged or defective in accordance with this Condition 13, shall
be limited to, at the Firms option, the repair or replacement of the relevant Goods
or the re-performance of the relevant Services or the refund of the price paid for
the relevant Supplies.
This Condition is the Firms sole obligation and
the Customers sole remedy for defective Supplies and is accepted by the Customer
in substitution for all express or implied representations, conditions or warranties,
statutory or otherwise, as to the satisfactory quality, fitness for purpose or performance
of the Goods (or any materials used in connection therewith) or the standard of
workmanship of the Services and all such representations, conditions and warranties
Exclusion of Liability
Except as provided in Conditions 8 (Inspection,
defects and non delivery),
12 (Performance and fitness for purpose), and 13 (Warranty/Guarantee), the Firm
will be under no liability to the Customer whatsoever (whether in contract, tort,
(including negligence), breach of statutory duty, restitution or otherwise) for
any injury, death, damage or direct or indirect or consequential loss (all of which
terms include, without limitation, pure economic loss, loss of profits, loss of
business, loss of use, loss of data, computer downtime, depletion of goodwill, business
interruption, increased purchasing or manufacturing costs, loss of opportunity,
loss of contracts and like loss) howsoever caused or arising out of or in connection
* Any of the Supplies, or the manufacture, sale, performance or supply or
failure or delay in performance or supply of the Supplies by the Firm or on part
of the Firms employees, agents or sub-contractors;
* Any breach by the Firm
of any of the express or implied terms of the Contract;
* Any use made or resale
or on-supply of any of the Supplies or any product incorporating any of the Goods
or developed using the Supplies;
* Any acts or omissions
of the Firm at the Customers premises;
* Any statement made or
not made or advice given or not given by or on behalf of the Firm, including as
to compliance with legislation or regulation; or
* Otherwise under the
And the Firm hereby excludes
to the fullest extent permissible at law all conditions, warranties and stipulations,
express (other than those set out in these Conditions or given in accordance with
Condition 12) or implied, statutory, customary or otherwise which but for such exclusion,
would or might subsist in favour of the Customer.
The Firms total liability in contract, tort, (including
negligence), breach of statutory duty, misrepresentation or otherwise shall be limited
to repairing or replacing Goods or in the case of Services, re-performing the Services
or, at the Firms option, refunding monies already paid in respect of the Supplies.
Each of the Firms employees, agents and sub-contractors
may rely on and enforce the exclusions and restrictions of liability in Conditions
8, 10, 12, 13, 14 and 15 in that persons own name and for that persons own benefit.
The Product Search facility
The Customer acknowledges that this service (on
Firms website) is, as at the date of issue of these Conditions, provided free of
charge. Without limiting the generality of Condition 14, the Firm will make all
reasonable efforts to assist the Customer in identifying and/or procuring suitable
Goods but accepts no liability for failing to do so in a timely manner or at all
nor for failing to source possible or appropriate Goods or for failing to provide
the service in the manner or at the times anticipated. It is the responsibility
of the Customer to determine whether the Goods are suitable for the Customers intended
use and no representations or warranties are provided in this regard.
Intellectual property rights
The Supplies may be subject to the intellectual
and industrial property rights including patents, knowhow, trademarks, copyright,
design rights utility rights, database rights and or other rights of third parties.
No right or licence is granted to the Customer, except the right to use the Supplies
or re-sell the Goods in the Customers ordinary course of business. The Firm shall
have no liability whatsoever in the event of any claim of infringement of any such
rights howsoever arising
In particular, without limiting the above, title
in any software program forming all or any part of the Goods is reserved to the
Firm and/or its suppliers. The Customer is responsible for informing itself of the
terms of its licence or use and paying any royalty payable.
Use of Personal Data
"Personal Data" means, in relation to any Customer,
or any representative of a Customer who is (in either case) a living individual,
any data from which (whether alone or in combination with other information held
by the Firm) the Firm can identify that Customer or that representative, regardless
of how and when that data is provided. The Firm may process Personal Data for all
purposes contemplated in these Conditions or arising in the context of the relationship
between the Firm and the Customer
1. Deciding whether to enter into any contract or arrangement with that Customer.
This may include conducting credit reference searches against a Customer or its
representatives and the disclosure of information to the relevant agency as to how
that Customer conducts its account and other anti fraud or identity checks;
2. Order fulfilment, administration,
customer services, profiling the Customers purchasing preferences and to help to
review, develop and improve the Firms business and the goods and services it offers;
3. Direct marketing of the Firms
products and services and/or of the products and services of other
companies in the Group to which the Firm belongs or third parties
which the Firm believes may be of interest to the Customer or its representatives,
whether by post, fax, telephone, email, SMS, MMS or otherwise to the extent that
it is lawfully able to do so;
4. Crime prevention or detection.
The processing of the Personal Data may involve:
1. The disclosure of that Personal Data to the Firms service providers and agents;
2. The disclosure of that Personal
Data to other companies in the Group to which the Firm
belongs whose products and services the Firm believes may be of interest
to that Customer or representative;
3. The disclosure of that Personal
Data to third parties whose products and services the Firm believes may be of interest
to that Customer or representative where we are permitted to do so;
4. The transfer of Personal
Data outside of India, including to countries whose laws may not provide adequate
protection to Personal Data. The Firm will only transfer Personal Data outside India
to companies within the same group of companies as the Firm, to companies in the
European Union or to companies who have guaranteed to the Firm the same level of
protection as that Personal Data would have received in India.
In order to fulfil any Contract for US Stock Goods
the Firm will transfer the Personal Data of the person to whom the Goods are to
be delivered to the USA. In placing an order for US Stock Goods, the Customer (on
behalf of itself and the person to whom the Goods are to be delivered, where different)
accept that this transfer will take place and consent to it, even though the USA
may not provide the same level of protection to Personal Data as India. The Firm
will endeavour to ensure that the Personal Data receives an adequate level of protection
while in the hands of its representatives in the USA. Where the Personal data relate
to another individual to whom the Goods are to be delivered, the Customer agrees
that he or she has the authority of that individual to consent on his or her behalf.
If, at any time, the Customer or its representatives
does not wish his or her Personal Data to be used for any or all of the above purposes,
he or she should contact the Customer Support Team,
Kits n Spares, D-88/5, Okhla Industrial Area, Phase-1, New Delhi-110020 or email
or notify any of our sales representatives when placing an order by phone.
Please note that withholding or withdrawing consent
to the use of Personal Data for the fulfilment of any Contract for US Stock Goods
will severely curtail the service which the Firm can offer and may require the Firm
to vary the terms of the Contract.
For more information on the Firm's use of personal
In the event that the Firm sends promotional material
to the Customer in relation to goods or services available from the Firm, these
Conditions shall apply to all Supplies purchased from such material.
Country of origin
Unless otherwise confirmed by the Firm in writing,
nothing in these Conditions is to be taken as representation of the source of origin,
manufacturer or production of the Goods or any part of them.
Age requirements for certain Goods
Where the law requires a minimum age for the purchase
of certain Goods, the Customer confirms that he or she is over the required age
and that delivery of the Goods will be accepted by a person over the relevant age
The Goods are not designed, authorised or warranted
to be suitable for:
1. implantation in the body or for use in life support equipment, other medical
equipment or in any application or system for any other purpose where the failure
or malfunction of the Goods could reasonably be expected to result in personal injury,
death, severe property or environmental damage; or
2. in the case of Goods manufactured
by and/or supplied to the Firm by NXP Semiconductors, use in military, air craft
or space applications.
Use or inclusion of the Firms Goods in any such
equipment, system or applications is strictly prohibited and any such use will be
at the Customers own risk. The Customer will indemnify the Firm and its suppliers
against any and all liability and expense (including costs) resulting from any such
inclusion or use.
The Firm shall not be liable to the Customer in
any manner or be deemed to be in breach of these Conditions because of any delay
in performing or any failure to perform any of the Firms obligations under these
Contract if the delay or failure was due to any cause beyond the Firms reasonable
control (which shall include, but not be limited to government actions, war, fire,
explosion, flood, import or export regulations or embargoes, labour disputes or
inability to obtain or a delay in obtaining supplies of Goods or labour). The Firm
may, at its option, delay the performance of, or cancel the whole or any part of
Recording of telephone calls
The Firm reserves the right to monitor, intercept
or record telephone calls and may monitor or intercept all email or other electronic
communications made to its premises for training, security and quality purposes.
All Contracts shall be governed by and interpreted
in accordance with the laws of India and the Customer submits to the jurisdiction
of the courts at New Delhi, but the Firm may
enforce such Contract in any court of competent jurisdiction.
Any provision of these Conditions of Supply which
is held by any competent authority to be invalid, void, voidable, unenforceable
or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness,
voidability, unenforceability or unreasonableness be deemed severable and the other
provisions of these Conditions of Supply and the remainder of such provision shall
not be affected. Failure by the Firm to enforce or partially enforce any provision
of these Conditions of Supply will not be constrained as a waiver of any rights
under these Conditions of Supply.
The Firm shall be entitled, without the consent
of or notice to the Customer, to assign the benefit, subject to the burden, of these
Conditions and/or any Contract to any organisation in its group of companies at
Kits'n'Spares D 87/1, Okhla Industrial Area, Phase-1, New Delhi-110020. India.
For customer support call us between 10 AM to 6 PM from Monday to Saturday (except second Saturday)
For Order Status and queries:
For Purchase & Dealership Queries:
Bank Transfer Details Account Holder: Kits N Spares Bank : Induslnd Bank A/c No : 201000137934 branch code : 000368 IFSC code : INDB0000368 Branch : OKHLA (New Delhi)
For customer support call us between 10 AM to 6 PM from Monday to Saturday (except second Saturday)