Definitions
The following terms have the following meanings in these General Terms and Conditions:
Terms and Conditions – These General Terms and Conditions
MEMMERT – Memmert India Pvt. Ltd. and its affiliated entities operating in India,Sri Lanka, Bangladesh, Nepal, Bhutan, UAE, Oman & Qatar, Saudi Arabia, Bahrain, Kuwait, Australia & New Zealand and other designated regions.
Customer – The party to whom Memmert supplies goods or services.
1. Scope of Application
These General Terms and Conditions shall apply to:
A natural person who, when concluding the contract, is performing their business in their commercial or self-employed capacity (an entrepreneur as per applicable local commercial laws).
Legal entities under public law or a special fund under public law in the regions where Memmert operates.
If individual provisions set out in an agreement between the Customer and Memmert conflict with these terms and conditions, the provisions in the individual agreement shall take precedence. The remaining provisions in these Terms and Conditions shall remain in force.
These Terms and Conditions shall apply to every agreement concluded between Memmert and its Customers concerning the sale of goods, provision of equipment, spare parts, accessories, services, and ancillary services.
2. Offers, Delivery, and Delays
2.1 Offers issued by Memmert are non-binding, meaning Memmert reserves the right to accept a subsequent offer from the Customer.
2.2 Orders shall only be deemed accepted once confirmed in writing by Memmert after mutual agreement on all points.
2.3 Memmert shall not verify the accuracy of the Customer’s specifications unless expressly agreed otherwise.
2.4 Weight, dimensions, and packaging details are approximate and not binding.
2.5 Unless otherwise agreed, delivery shall be Ex-Works (EXW) Memmert’s designated location in accordance with Incoterms 2020.
2.6 Deliveries within India and select Middle Eastern countries may include transport insurance, details of which shall be provided in the order confirmation.
2.7 Memmert may make partial deliveries if they do not unreasonably impede the Customer’s business operations.
2.8 The latest product version shall be delivered unless the Customer explicitly requests a specific version in writing.
2.9 Technical specifications and material quality shall conform to industry standards applicable in the region of sale.
2.10 Delivery times are binding only if expressly confirmed in writing.
2.11 In the event of default, the Customer may only withdraw after providing reasonable notice for Memmert to rectify the delay.
2.12 Compensation for delay-related damages shall be limited unless caused by gross negligence or willful misconduct by Memmert.
3. Prices and Payment Terms
3.1 Prices are quoted in local currency (INR, AED, BHD, NPR, etc.) and are exclusive of taxes, duties, and additional costs (insurance, installation, etc.).
3.2 The invoice amount is payable within 30 days from the invoice date, regardless of goods receipt.
3.3 Payments shall be made via bank transfer to Memmert’s designated account without any deductions or charges.
3.4 Late payments shall attract default interest at the statutory rate applicable in the respective country.
3.5 Customers must provide a valid GST/VAT number where applicable. Failure to provide such information may result in additional tax charges.
4. Retention of Title and Intellectual Property
4.1 Memmert retains ownership of delivered goods until full payment is received.
4.2 The Customer may resell goods only in the ordinary course of business and with prior written consent if required.
4.3 Intellectual property, including trademarks, patents, and software, remains exclusively with Memmert.
4.4 Customers shall not modify, reverse-engineer, or distribute software provided with the goods.
5. Offsetting and Retention Rights
5.1 The Customer may only offset claims that are legally established or acknowledged by Memmert.
5.2 The right of retention shall apply only to claims directly related to the contractual relationship with Memmert.
6. Warranty and Liability
6.1 Goods shall be inspected immediately upon receipt. Any visible defects must be reported within five working days.
6.2 Memmert provides a 12-month warranty on defects, with an additional 24-month extended repair warranty in select cases.
6.3 Warranty does not cover:
Wear and tear
Damage due to improper use, installation, or lack of maintenance
Chemical, electrical, or environmental damage
Unauthorized repairs or modifications
6.4 Memmert shall not be liable for indirect damages, including loss of profits or business disruptions, unless caused by gross negligence or willful misconduct.
7. Force Majeure
7.1 Memmert shall not be held liable for delays or non-fulfillment due to force majeure events, including but not limited to:
Natural disasters, pandemics, political unrest
Supply chain disruptions, strikes, or transport delays
Power or raw material shortages7.2 If force majeure persists for over three months, either party may withdraw from the contract.
8. Disposal of Electronic Waste
8.1 Memmert complies with local environmental laws for disposal of electronic waste and packaging.
8.2 Customers must follow Memmert’s guidelines for safe disposal and recycling.
9. Governing Law and Jurisdiction
9.1 These Terms and Conditions replace all prior agreements and take precedence over any conflicting terms proposed by the Customer.
9.2 The place of fulfillment shall be Memmert’s registered office in India.
9.3 Disputes shall be settled under the jurisdiction of competent courts in India. In the absence of an enforcement agreement, disputes may be settled via arbitration in Dubai under the Dubai International Arbitration Centre (DIAC) rules.
9.4 The applicable law shall be the substantive law of India, excluding the UN Convention on Contracts for the International Sale of Goods (CISG).
9.5 If any provision of these Terms and Conditions is found to be invalid, the remaining provisions shall remain in full force and effect.
10. Amendments
Memmert reserves the right to modify these Terms and Conditions as necessary. Any changes shall be communicated through official channels and shall apply to all subsequent transactions.
This document reflects the general policies of Memmert India and affiliated entities operating in the designated regions. For any clarifications, please contact Memmert India Pvt. Ltd..