All products and/or services (“Deliverables”) to be delivered shall be subject to acceptance of this terms and conditions which shall form part of or deemed to be incorporated by reference (www.mankanservices.in) in every valid purchase order or any similar product and/or services requisitioning documents (“PO”) issued by MankanServices to any person, body corporate or entity with whatever name called including but not limited to partners, associates, agents, contractors, service providers etc (“Suppliers”) selected to supply such identified Deliverables. No payment for any Deliverables will be made in the absence of a valid PO detailing the product/services to be provided therein.
1. INSPECTION AND ACCEPTANCE OF DELIVERABLES. MankanServices reserves the right to inspect and either accept or reject Deliverables that contain any defect in materials, workmanship or design or fail to conform to the specifications (“Defective Deliverables”). MankanServices may, at its option, (i) return Defective Deliverables at Supplier’s expense, for a full refund of the purchase price; (ii) return Defective Deliverables to Supplier for repair or replacement; or (iii) exercise any other rights that MankanServices may have at law or in equity. Defective Deliverables that are returned to MankanServices after repair or replacement are subject to the same inspection and acceptance provisions of this PO as Deliverables originally delivered. If MankanServices returns Defective Deliverables to Supplier for repair or replacement, Supplier shall repair or replace Defective Deliverables within reasonable time-period of receipt thereof. Supplier shall pay all costs related to repairing or replacing Defective Deliverables, including, but not limited to: labour, materials, inspection and shipping costs to and from MankanServices’s facilities. Neither MankanServices’s inspection nor failure to inspect shall relieve Supplier of any obligations here under.
2. TIME OF THE ESSENCE AND DEEMED ACCEPTANCE. Time shall be of the essence as regard to any date or period under the terms and conditions. The PO terms mentioned herein is final and binding, Supplier shall come back within three (3) working days of receipt of this PO for any clarification after which the PO will be considered Deemed Accepted.
3. DELIVERY, TITLE AND RISK OF LOSS OR DAMAGE
3.1 Title passes to MankanServices upon receipt and acceptance by MankanServices authorised personnel.
3.2 MankanServices reserves the right at any time to direct changes, or cause Supplier to make changes, to specifications of the goods or to otherwise change the scope of the work covered by PO and Supplier agrees to promptly make such changes. Any difference in price or time for performance resulting from such changes shall be equitably adjusted by MankanServices after receipt of documentation in such form and detail as MankanServices may direct.
3.3 MankanServices reserves the right to delay the delivery of the supplies without any change in price.
4. PRICE BASIS AND PAYMENT
4.1 Prices are all exclusive of taxes unless explicitly specified. The Prices mentioned above are for shipping to the “Ship to” location as mentioned in the PO header. This cost is inclusive of everything including packing and MankanServices is not liable to pay anything over and above this. All payments shall be made subject to deductions of taxes/statutory levies at source as per prevailing laws as also such deductions as are permitted to be made under this terms and conditions.
4.2 Supplier hereby agrees, confirms and undertakes that the rates offered by it to MankanServices, as set out in this PO shall be the best prices in respect of the Deliverables prevalent in the market. In the event that the supplier shall sell or supply Deliverables of similar specifications to any other party at lower rates, during the term of this PO, the supplier agrees that the rates in this PO shall be reduced to match such rates. Further, if Deliverables of similar specifications are found to be sold at lower rates in the market during the time of this PO, the supplier agrees the rates set out in this PO shall also stand reduced to such rates.
4.3 Unless otherwise specified in this PO, all references to currency and monetary values set forth herein shall be as per the Purchaser’s base country’s currency and all payments hereunder shall be made in the currency of Purchaser’s base country.
5. REPRESENTATIONS AND WARRANTIES
5.1 Supplier represents and warrants to MankanServices that (i)the Deliverables supplied to MankanServices will not infringe any patent, trademark, copyright, trade secret, or other proprietary right of any third party; (ii) the Deliverables supplied will confirm with MankanServices specifications, samples or descriptions furnished and will be merchantable, of good material and workmanship and free from defect. (iii) The work will be performed by competent personnel, and will be of professional quality, consistent with generally accepted industry standards for performance of such Deliverables. Supplier acknowledges that Supplier knows of MankanServices’s intended use and guarantees that all Deliverables covered by the PO are based upon MankanServices's stated use will be fit and sufficient for the particular purposes intended by MankanServices.
5.2 Supplier specifically warrants and agrees that Supplier will not introduce malicious software, viruses or similar codes into MankanServices’s equipment, database(s) or network(s). If Supplier does introduce malicious software, codes or viruses; Supplier will work with MankanServices to immediately remove such malicious software from all infected equipment, database(s) and network(s) and will restore such equipment, database(s) and network(s) to their original state.
5.3 The warranty period shall be that provided by applicable law subject to a minimum of 24 months from the date of acceptance of Deliverables and if MankanServices offers a longer warranty to its customers, such longer period shall apply. Remedies for the warranty breach are outlined in Section 1 (“Inspection and Acceptance of Deliverables”).
6. TERM AND TERMINATION
6.1 The Term for each supply shall be as defined under the PO.
6.2 MankanServices may immediately terminate this PO without liability to Supplier in any of the following or any other comparable events: (a) insolvency of Supplier; (b) filing of a voluntary petition in bankruptcy by Supplier; (c) filing of any involuntary petition in bankruptcy against Supplier; (d) appointment of a receiver or trustee for Supplier; or (e) execution of an assignment for the benefit of creditors by Supplier, provided that such petition, appointment or assignment is not vacated or nullified within 15 days of such event. Supplier shall reimburse MankanServices for all costs incurred by MankanServices in connection with any of the foregoing, including, but not limited to, all attorney’s or other professional fees.
6.3 MankanServices reserves the right to terminate all or any part of this PO, without liability to Supplier, if Supplier: (a) repudiates or breaches any of the terms of this PO, including Supplier’s warranties; (b) fails to perform services or deliver goods as specified by MankanServices; (c) fails to make progress so as to endanger timely and proper completion of services or delivery of goods; and does not correct such failure or breach within 5 days (or such shorter period of time if commercially reasonable under the circumstances) after receipt of written notice from MankanServices specifying such failure or breach. In addition, MankanServices may terminate this PO upon giving at least 7 days’ notice to Supplier, without liability to Supplier, if Supplier (i) sells, or offers to sell, a material portion of its assets, (ii) sells or exchanges, or offers to sell or exchange, or causes to be sold or exchanged, a sufficient amount of its stock that effects a change in the control of Supplier. or (iii) upon Supplier’s dissolution or ceasing to do business and material defect in the Deliverables delivered by Supplier.
6.4 Upon termination of this PO by MankanServices due to Supplier’s default, (i) MankanServices may elect to purchase, at Supplier’s cost, any Deliverables with same or of such specifications as may be readily available, to fulfil Supplier’s order; (ii) MankanServices and its affiliates/subsidiaries shall have the right to set off all amounts due to Supplier and its affiliates/subsidiaries (iii) exercise any other rights that MankanServices may have in law or in equity.
7. SUPPLIER QUALITY AND DEVELOPMENT; INSPECTION. Supplier agrees to participate in MankanServices’s supplier quality and development program(s) and to comply with all quality requirements and procedures specified by MankanServices, as revised from time to time, including those applicable to Supplier. In addition, MankanServices shall have the right to enter Supplier’s facility at reasonable times to inspect the facility, goods, materials and any property of MankanServices covered by this PO. MankanServices’s inspection of the goods, whether during manufacture, prior to delivery or within a reasonable time after delivery, shall not constitute acceptance of any work-in-process or finished goods.
8. CONFIDENTIALITY AND PERSONAL DATA PROTECTION
8.1 Supplier agrees to safeguard and keep confidential any and all information disclosed to it by MankanServices and shall use such information including, but not limited to, designs, processes, drawings, specifications, reports, data and other technical or proprietary information and the features of all parts, equipment, tools, gauges, patterns and other items furnished or disclosed to the Supplier by MankanServices in connection with this purchase order only for the purposes of carrying out its obligations under this PO.
8.2 Upon completion or termination of this PO, Supplier shall return all Buyer’s Confidential Information to MankanServices or make such other disposition thereof as may be directed and approved by MankanServices and shall certify to such return or destruction.
8.3 Definitions:
(a) “Personal Data” is any information relating to an identified or identifiable natural person (“Data Subject”).
(b) “MankanServices Personal Data” includes (i) Personal Data provided to Supplier by or on behalf of MankanServices; (ii) Personal Data (from whatever source) being Processed by Supplier on behalf of MankanServices.
(c) “Processing” of Personal Data shall mean and include any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, accessing, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destructions;
(d) “GDPR” means The General Data Protection Regulation is a regulation that requires businesses to protect the personal data and privacy of EU citizens for transactions that occur within EU member states.
8.3.1 As and where applicable, Supplier warrants to comply with GDPR and applicable data privacy laws as and when it is effective during the Term of this PO.
8.3.2 Supplier agrees to not disclose MankanServices Personal Data to third parties without having first received express written approval from MankanServices. Supplier, including its staff, shall view and Process MankanServices Personal Data only on a need-to-know basis and only to the extent necessary to perform this PO or MankanServices’s further written instructions.
8.3.3 Supplier shall implement technical and organizational measures at its own cost to ensure the security and confidentiality of MankanServices Personal Data in order to prevent, among other things: (i) accidental, unauthorized or unlawful destruction, alteration, modification or loss of MankanServices Personal Data, (ii) accidental, unauthorized or unlawful disclosure or access to MankanServices Personal Data, (iii) unlawful forms of Processing. The security & organizational measures taken shall be in compliance with applicable Law of Land (data protection regulations).
8.3.4 Supplier shall notify MankanServices within 24 hours of time possible under the circumstances and without unreasonable delay of any Security Breach involving any MankanServices Personal Data, where “Security Breach” is defined as any event involving an actual, potential or threatened compromise of the security, confidentiality or integrity of the data, including but not limited to any unauthorized access or use, or any broader circumstances as defined in any applicable local law. Supplier shall also provide MankanServices with a detailed description of the Security Breach, the type of data that was the subject of the Security Breach, the identity of each affected person, and any other information MankanServices may request concerning such affected persons and the details of the breach, as soon as such information can be collected or otherwise becomes available.
8.3.5 Supplier agrees to take action immediately, at its own expense, to investigate the Security Breach and to identify, prevent and mitigate the effects of any such Security Breach, and to carry out any recovery or other action (e.g., mailing statutory notices) necessary to remedy the Security Breach. The content of any filings, communications, notices, press releases, or reports related to any Security Breach (“Notices”) must first be approved by MankanServices prior to any publication or communication thereof to any third party.
8.3.6 Upon MankanServices’s written request and no less than 10 business days following such written request, Supplier shall permit MankanServices to conduct or oversee an audit of Supplier’s facilities and practices to confirm compliance with this PO as well as any applicable laws and industry standards. Once annually Supplier shall provide the reports relating to their organizational and security practices in line with the services.
8.3.7 Supplier shall provide MankanServices with reasonable information, cooperation and assistance in responding to regulatory enquiries and attempts by third parties to exercise rights under data protection or privacy law in relation to MankanServices Personal Data.
8.3.8 Supplier shall retain MankanServices personal information as per the required law and post the retention period all the backup copies shall return to MankanServices or shall take an explicit consent from MankanServices and dispose it securely. Upon termination of this PO, for whatever reason, Supplier shall stop all Processing of MankanServices Personal Data and shall return to MankanServices any copies and reproductions of MankanServices Personal Data. These undertakings remain in force even after termination of this PO for whatever reason
8.3.9 Supplier must disclose where MankanServices personal data is stored and processed. Storage and Processing of MankanServices Confidential Information shall take place within the agreed Geographies. In case Supplier agrees to move data from the mutually agreed Geography to Geography, Supplier will obtain explicit consent from MankanServices prior to doing so and at no extra cost to MankanServices.
8.3.10 Supplier understands and agrees that MankanServices may require Supplier to provide certain Personal Data (“Supplier Personal Data”) such as the name, address, telephone number, and e-mail address of Supplier’s representatives in transactions, and that MankanServices and its affiliates and their contractors may store such data in databases located and accessible globally by their personnel and use it for purposes reasonably related to the performance of this PO.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 Softwares, tools, drawings and sketches, if any, furnished by the MankanServices to the Supplier shall be a controlled copy and always remain the property of the MankanServices and shall not be used for any either purpose except for which they are provided. They shall not be defected, altered, copied or allowed to be copied in any manner whatsoever except with the prior approval of the MankanServices. Supplier shall be responsible for their safe custody during the period they are in possession and shall ensure their prompt return to the MankanServices when no longer required.
9.2 Supplier agrees not to assert any claim (other than a claim for patent infringement) with respect to any technical information that Supplier shall have disclosed or may hereafter disclose to MankanServices in connection with the goods or services covered by this PO.
9.3 Trade Mark of which the MankanServices is either the registered proprietor or registered user shall, if so approved by the MankanServices, be used only on the goods to be supplied to the MankanServices and in the manner provided. Their use colourable or otherwise, in any manner in relation to the products of the Supplier, not for use by the MankanServices, shall be strictly prohibited and in the case of default shall render the Supplier liable to legal action.
9.4 Supplier agrees: (a) to defend, hold harmless and indemnify MankanServices, its successors and customers against any claims of infringement (including patent, trademark, copyright, industrial design right, or other proprietary right, or misuse or misappropriation of trade secret) and resulting damages and expenses (including attorney’s and other professional fees) arising in any way in relation to the goods or services contracted, including such claims where Supplier has provided only part of the goods or services; Supplier expressly waives any claim against MankanServices that such infringement arose out of compliance with MankanServices’s specification; (b) that MankanServices or MankanServices’s subcontractor has the right to repair, reconstruct, or rebuild the specific goods delivered under this PO without payment of any royalty to Supplier; (c) that parts manufactured based on MankanServices’s drawings and/or specifications may not be used for its own use or sold to third parties without MankanServices’s express written authorization; and (d) to the extent that this PO is issued for the creation of copyrightable works, the works shall be considered “works made for hire;” to the extent that the works do not qualify as “works made for hire,” Supplier hereby assigns to MankanServices all right, title and interest in all copyrights and moral rights therein.
10. INDEMNIFICATION. Supplier shall indemnify and hold MankanServices harmless from and against any loss, damage, expense, or liability that may result including without limitation by reason of bodily injury/death caused to any third party, breach of the PO, any infringement, or claim of infringement, of any intellectual property or Suppliers non-compliance with laws or otherwise arising out of such Deliverables furnished to MankanServices.
11. LIMITATION OF LIABILITY. MankanServices will not be liable to Supplier for any consequential, special, exemplary, or punitive damages regardless of whether the liability is based on breach of PO, tort, strict liability, breach of warranties or any other legal provisions. In no event will the total liability of MankanServices under any circumstances exceed the amount paid by MankanServices under the PO to which the claim relates.
12. INSURANCE
12.1 Supplier will maintain sufficient insurance coverage to meet obligations created by this PO including all required transit insurance and by applicable law. Supplier’s insurance must include the following coverage to the extent the PO creates risks generally covered by these insurance policies; (a) Workers' Compensation Insurance required by the laws of the state and/or country in which the Seller's main office is domiciled, and any other state(s) and/or country(ies) where services or Work will be performed under a PO; (b) Commercial General Liability Insurance as is reasonable and customary or otherwise required by law in the state(s) and/or country(ies) in which the services or Work will be performed under a PO, including bodily injury, property damage, personal injury liability and contractual liability covering all operations of Supplier.
12.2 Supplier will name MankanServices and their respective directors, officers and employees as additional insured’s in the Commercial General Liability policy, to the extent of liability assumed by Supplier under PO.
13. RIGHT TO AUDIT. Supplier agrees to keep, and to cause its subcontractors to keep, their proper records and books of account showing all data necessary for determining the costs, amounts and charges earned under a PO, in such detail as is requested by MankanServices and such records and books of account shall be open to audit by a representative of MankanServices at all reasonable times during the performance of Deliverables or prior to the delivery of Deliverables and for a period of eighteen (18) months after the expiration or sooner termination of a PO.
14. COMPLIANCE WITH LAWS AND REGULATIONS
14.1 Supplier warrants that the Deliverables supplied hereunder comply with all applicable laws, ordinances, rules and regulations. Supplier further represents that neither it nor any of its representatives will utilize children, slave, prisoner or any other form of forced or involuntary labour in the supply of goods or provision of services under the PO. At MankanServices’s request, Supplier shall certify in writing its compliance with the foregoing.
14.2 Export licenses or authorizations necessary for the export of the goods shall be the responsibility of Supplier unless otherwise agreed in the PO.
14.3 When, in the performance of a PO, Supplier’s personnel are to be located at MankanServices’s site, Supplier will be responsible for all actions of its personnel. Supplier agrees to comply with all regulations and policies applicable at MankanServices’s site, and MankanServices reserves the right to bar employees, representatives or agents of Supplier from MankanServices’s site for failure to observe such regulations and policies. Supplier’s personnel shall in no event be considered employees of MankanServices; Supplier will remain responsible for all wages, taxes, benefits, payroll deductions, remittances, and other obligations with respect to its personnel.
14.4 MankanServices reserves the right to terminate the order or return Deliverables, where ever possible if the Supplier is found and confirms his non-compliance with any applicable laws and regulations.
15. CODE OF CONDUCT. Supplier is aware that the business activities of the MankanServices are self-regulated by the “MankanServices Code of Conduct” and agrees that it shall at all times abide by the said Code. Supplier further undertakes that it will promptly report any violation or potential violation of the Code by any person to the Company Secretary or the MankanServices’s Ethics Counsellor or the CEO of MankanServices. MankanServices, in turn, undertakes that it will maintain confidentiality of all communication received.
16. ANTI-CORRUPTION. Supplier and Supplier's shareholders, directors, officers, and employees, and Supplier's agents or representatives, if any, will comply strictly with all applicable anti-corruption laws; (b) neither Supplier nor Supplier's shareholders, directors, officers, and employees, nor Supplier's agents or representatives, if any, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of anything of value, directly or indirectly, to any person while knowing that all or some portion of the money or value will be offered, given or promised to anyone to influence official action, to improperly obtain or retain business or otherwise to secure any improper advantage; and (c) Supplier and its subsidiaries and affiliates have instituted and maintain, and will continue to maintain, policies and procedures designed to promote and achieve compliance with such laws. Failure by Supplier to comply with the terms of this Section will constitute a breach of the terms of this PO and shall be grounds for immediate termination of this PO. Supplier must not offer any gifts, entertainment or personal favors to any MankanServices personnel who are involved in this PO. Supplier must notify the MankanServices’s Company Secretary at contact@mankanservices.com immediately if any MankanServices personnel involved in requesting or accept any gifts, entertainment or personal favors and must notify the Company Secretary of MankanServices.
17. FORCE MAJEURE. MankanServices shall not be liable for non-performance or delays in or failure in performance hereon if and to the extent caused by occurrences beyond their control, including but not limited to, acts of God, decrees or restraints of Government, strikes, or other labour disturbances, war sabotage, change of law, refusal on the part of any government, government agencies bank Jr other competent authority to grant any necessary permit license or sanction or deciding to revoke or qualify and such permit or in the event of any other supervening clause rendering performance or further performance of any of the obligations impossible in accordance with the most liberal interpretation of the doctrine of frustration of contracts.
18. LOGOS AND ADVERTISING. Supplier shall not, without first obtaining the written consent of MankanServices, in any manner advertise or publish the fact that Supplier has contracted to furnish MankanServices the goods or services covered by this PO, or use any logos, trademarks or trade names of MankanServices in Supplier’s advertising or promotional materials.
19. SUBCONTRACTING AND NON-ASSIGNABILITY. Supplier shall not be entitled, without explicit prior written consent of MankanServices, to subcontract or assign or transfer any, all or part of the benefits or obligations under this PO.
20. GOVERNING LAW; JURISDICTION. This PO is to be construed according to the laws of the country (and state/province, if applicable) from which this PO is issued as shown by the address of MankanServices, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods and any conflict of law provisions that would require application of another choice of law. Any action or proceedings by MankanServices against Supplier may be brought by MankanServices in any court(s) having jurisdiction over Supplier or, at MankanServices’s option, in the court(s) having jurisdiction over MankanServices’s location, in which event Supplier consents to jurisdiction and service of process in accordance with applicable procedures. Any actions or proceedings by Supplier against MankanServices may be brought by Supplier only in the court(s) in Delhi, India.
21. ARBITRATION. All disputes arising out of this purchase order shall be referred, except as to matters in respect whereof the decision is specifically provided for by this condition, to the award of two arbitrators one to be nominated by each party to the dispute. Subject to the said provisions for arbitration, courts in Delhi shall have exclusively jurisdiction in the matter.
22. RELATIONSHIP OF PARTIES. Supplier and MankanServices are independent contracting parties and nothing in this PO shall make either party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either party any authority to assume or to create any obligation on behalf of or in the name of the other.
23. NO WAIVER. The waiver by either party hereto of any right hereunder or the failure to perform or of a breach by the other party shall not be deemed a waiver of any other right hereunder or of any other breach or failure by said other party whether of a similar nature or otherwise.
24. SEVERABILITY. In case any provision of this PO is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
25. ACCEPTANCE. Supplier has read and understands the terms and conditions fully and agrees that Supplier's written acceptance or commencement of any work or services under this PO shall constitute Supplier's acceptance of these terms and conditions only.
26. ORDER OF PRECEDENCE. In case of conflict between provisions of this PO Terms and Conditions and any definitive agreement that may been entered by the Supplier with MankanServices, the order of precedence for conflict resolution in descending order shall be as follows: (i) PO Terms and Conditions (ii) definitive agreement, including amendments.