Standard Terms & Conditions of Purchase (India)


The purchase order, together with these terms and conditions, and any attachments and exhibits, specifications, drawings, notes, instructions and other information, whether physically attached or incorporated by reference (collectively the Purchase Order),constitutes the entire and exclusive agreement between Knauf Ceiling Solutions (India) Private Limited  (KCS) and the supplier (Supplier) identified in the purchase order. KCS submission of the purchase order is conditioned on Supplier agreement that any terms different from or in addition to the terms of the Purchase Order, whether communicated orally or contained in any purchase order confirmation, invoice, acknowledgement, release, acceptance or other written correspondence, irrespective of the timing, shall not form a part of the Purchase Order, even if Supplier purports to condition its acceptance of the Purchase Order on KCS agreement to such different or additional terms unless such modification is approved in writing by KCS. Supplier electronic acceptance, acknowledgement of this Purchase Order, or commencement of performance constitutes Supplier’s acceptance of these terms and conditions.


1. No modification of the conditions hereof shall be effective unless made in writing and signed by both parties. Acknowledgment by the Seller on standard forms or in any other fashion which contains terms and conditions differing from those set forth herein, shall not indicate any intention or agreement by KCS to vary, add to, or detract from the terms and conditions herein. No increase in the purchase price shall be effective unless authorized in supplemental purchase order issued by KCS's purchasing agent.


2. Delivery:

2.1 Time is of the essence in Suppliers performance of its obligations. Supplier will immediately notify KCS if Suppliers timely performance under the Purchase Order is delayed or is likely to be delayed. KCS acceptance of Suppliers notice will not constitute KCS waiver of any of Suppliers obligations.

2.2 If Supplier delivers Work after the Delivery Date, KCS may reject such Work.

2.3 KCS shall have the right to delay payment to Seller, without loss of discount, if any, and without breach of any other payment term here in,for the same number of days as delivery by Seller fails to conform to the terms herein; this clause shall not constitute any waiver of KCS rights or remedies against the Seller for late delivery.

2.4 Any cause beyond the control of the parties, including but not limited to sabotage, fire, flood, strikes, riot, insurrection, war, act of any governmental authority, priorities granted at the request or for the benefit directly or indirectly of any government or agency thereof. ,or act of God,which results in failure of either party to perform in accordance with the terms here of, shall not give rise to any liability for damages on account of such delay or nonperformance, but shall entitle either party to cancel the purchase order on notice in writing to the other party.

All deliveries shall be as per dispatch instructions between 9:00am to 3:00pm on weekdays accompanied by delivery challans and invoices in triplicate. We reserve right to return the supplies made in advance or beyond delivery schedule If deliveries are not made in prescribed time we shall be entitled to cancel the order without any notice on your account and risk ,a  Purchase elsewhere without prejudice to our right as to Recover from you all losses/damages and other expenses directly or indirectly  sustained by us in the process of new purchase.


3. Payment:

Unless otherwise specified in the Purchase Order, the price for the Work includes all taxes and other charges such as shipping and delivery charges, duties, customs, tariffs, imposts and government-imposed surcharges. A, breakup of the base price and the taxes is provided in the purchase order wherever applicable.


4. Intellectual Property Rights:

Seller warrants and agrees that all merchandise and equipment (unless designed by KCS) furnished here under, and the normal use thereof are and shall be free and clear of infringement of any patent and that Seller will, at its own expense, if notified by KCS, defend or compromise any and all claims, actions or suits charging such infringement and will save KCS harmless in case of any such infringement and indemnify, KCS against all losses. Seller warrants that the materials and equipment furnished here under shall give proper performance and continuous service under all the conditions of service required and specified; and that the items purchased here under shall be free from defects in material and workmanship and design (unless designed by KCS) and shall be fit for the purposes intended. Seller expressly warrants that all goods and work covered by this order shall conform to the specifications, drawings, samples or other description furnished KCS; shall be free from defects in materials, workmanship and design (unless designed by KCS); shall be fit for the purposes intended; and shall conform with applicable governmental standards, rules and regulations, if any, Seller will, without expense to KCS, repair or replace, at KCS's option, any nonconforming or defective goods and reimburse KCS for all reasonable costs incurred by KCS as the direct result of such nonconforming or defective goods. Seller specifically agrees to indemnify, defend, and save KCS harmless from and against all demands, claims, suits, and expenses for personal injury, property damage, or otherwise arising out of an alleged defect in the goods or services.


5. Termination:

KCS may terminate this Purchase Order at any time, for no reason, upon 15 days written notice to Supplier. Upon receipt of notice of such termination, Supplier will inform KCS of the extent to which it has completed performance as of the date of the notice, and Supplier will collect and deliver to KCS whatever work then exists. KCS will pay Supplier for all work performed and accepted through the effective date of the termination, provided that KCS will not be obligated to pay any more than the payment that would have become due had Supplier completed and KCS had accepted the Work. KCS will have no further payment obligation in connection with any termination.


6. Confidentiality:

6.1 Seller shall use every reasonable effort to maintain as confidential any and all information received by Seller in the course of performance of this Agreement, relating to designs, property, equipment, processes or materials owned or used by KCS; and Seller shall not reveal any of such information, except to persons having need thereof in the performance of this Agreement, and shall not use KCS name in advertising or publicity of any kind without KCS's prior written consent.

6.2 If KCS and Supplier have entered into a Non-Disclosure Agreement (NDA) which covers non-disclosure of confidential information under the Purchase Order, and if the term of the NDA expires before the expiration or termination of the Purchase Order, then the term of the NDA shall be automatically extended to match the term of the Purchase Order.

6.3 The parties shall treat the terms, conditions, and existence of the Purchase Order as Confidential Information as defined in the NDA.

6.4 Supplier shall obtain KCS's written consent prior to any publication, presentation, public announcement, or press release concerning its relationship as a supplier to KCS.


7. Upon written request of KCS, Seller agrees to provide the services of a qualified Engineer to aid the contractor in the installation required. The cost of such services shall be reasonable and on an itemized per diem basis, and shall be listed separately from the equipment furnished. If equipment Installation or operational difficulties arise due to defect in the Seller's design or the materials or workmanship of the equipment, Seller shall provide such services at no cost to KCS.


8. If Seller is required to have access to KCS's premises then, by acceptance of this order, it is agreed that Seller shall be solely and independently responsible for the direction, supervision and control of its employees and for any other persons or firms Seller engages to assist in performance. Seller shall maintain adequate safeguards and use reasonable care to protect KCS's employees and property, and the person and property of others on or near the premises. Seller further agrees that it carries and will continue to carry the following insurance with limits adequate to insure against all reasonably foreseeable injury or damage to l the persons and property here in above set forth for which Seller might be held fully or partially liable: workers' compensation insurance, public liability insurance and in the event Seller employs a subcontractor, protective liability insurance.


9. In the event that property of KCS comes into Seller possession, it is understood and agreed that Seller assumes full responsibility for such property while it is in Seller's possession. Seller further agrees that said property of KCS shall be insured by fire and extended coverage policy of a reputable insurance company , and shall,


10. Seller represents and warrants that all raw materials used in the Products sold to KCS have been acquired in full compliance with all applicable laws and regulations, including without limitation the applicable laws and regulations of the country of harvest thereof, the country of manufacture, the country of destination and any country of transit.


11. Seller's production and supply of the materials, Products or equipment designated in this Purchase Order shall be deemed Seller's agreement to all terms and conditions set forth here in.


12. Quality:

All material should confirm to our specifications. All supplies will be subject to inspection and acceptance at our factory and our decision in the matter or acceptance shall be final.


13. Quantity: 

The quantity supplied must not exceed the one stipulated in the purchase order unless otherwise stated so in writing.


14. Defectives:

Deliveries not according to specifications will be removed from our premises Rejected Materials at inspection stages or in the process should be taken back within  7 days from  our intimation to you. Any charges viz material handling  processing etc; will be recovered from you. Warehouse charges will be applicable if rejected materials will not be taken within 7 days .We will not liable to pay any losses/damages to reject ed materials.


15. Failure to Accept Delivery:

We shall be under no liability for failure to accept deliveries due to occurrences of unforeseen circumstances i.e. Act of God. flood, strikes lockouts, transportation embargos or any other cause whatsoever beyond our control


16. Demurrage:

Any demurrage or similar charges which may be accrued on account of supplier not booking the goods in accordance with our instructions or late delivery of railway/ courier receipts to us shall be borne by the supplier.


17. Invoice:

All invoices should be sent with full particulars such as purchase order No;,Date, with proper instructions, together with E Way bill & E Invoice wherever  applicable. Failure to comply with this will delay the settlement of payments.

Vendor shall issue GST compliant tax invoices as envisaged under GST Law containing details such as our GSTINs (as communicated), HSNs, tax etc. as required under rule 46 of CGST Act, 2017. Further, such invoice should be captured by the vendor in his outward supplies statements i.e. GSTR1 in the month when the supply was made. Further, relevant tax on such invoice should be duly deposited with the government exchequer by the vendor so as to enable us to claim input tax credit.

Any failure/ mistakes on the part of vendor at the time of issuance of invoices or reporting in GSTR1 (GST returns) or while depositing relevant tax, would lead to a situation of holding back vendor payments. Thus, in case of situation where we are facing any denial or reversal of input tax credit of GST so recovered by the vendor from us, we would be entitled to recover so much amount including interest or penalty as applicable.

Further, since government has introduced the concept of e-invoices for the specified suppliers with the intent of covering all the suppliers within its purview from the date notified, we would only accept invoices which are having details such as IRN and QR code as mandated by GST provisions.”


18. Packing:

Any consignment shall be sufficiently and properly packed and any breakage, losses due to improper packing will be on your account. No packing, forwarding and delivery charges will be allowed unless specifically confirmed in writing.


19. Amendment:

Any alteration modifications, extension, variation or other changes to this order will not be valid unless confirmed by us in writing.


20. Jurisdiction:

This contract shall be deemed to have been entered in to Mumbai- India and only competent courts within jurisdiction or Mumbai shall have jurisdiction on any claim/ damages that may arise out of this contract.


21. Safety:

Transporter should follow instructions and all safety regulation mentioned by Company Security time to time.


22. Prohibited Item:

All tobacco products cigarettes, chewing gum etc Camera, Mobile with camera, USB memory sticks, and other recordable devices.