Terms of Sale
The following are the sole terms and conditions of sale that apply to the purchase of products and or services from Ensemble Tech private limited, doing business as ePro Labs via www.eprolabs.com website (referred as “Website”). Any different or additional terms set forth in customer’s purchase order or similar communication are objected to and shall not be binding on Ensemble Tech private limited unless a separate agreement has been signed by ePro Labs. By placing an order for products and or services from ePro Labs, or by accepting delivery of the products described on the applicable packing slip, bill of landing and/or invoice received with the products, you agree to be bound by and accept these terms and conditions of sale. Product means all content on the website posted for sale including but not limited to electronic boards, components, software, codes, programs, descriptions and/or any other materials or services provided individually or collectively or as an addition to the purchase.
AVAILABILITY AND PRICING
Product listings are made as and when available and its specifications, availability and pricing are subject to change without notice. Prices for products are in Indian Rupees (Rs), exclusive of any taxes or other governmental charge or assessment relating to the production, sale or shipment of any Products, unless expressly provided otherwise. All charges including any taxes, cess, duties, government assessment, delivery charges and similar, which, if applicable, will be added at the time of despatch and needs to be borne by the customer. ePro Labs has made reasonable efforts to ensure that prices for Products are accurately set out on the Website 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.
Disclaimer: Pricing on any product(s) as is reflected on the Website may due to some technical issue, typographical error or product information by the manufacturer may be incorrectly reflected and in such an event ePro Labs may cancel such order(s) and refund all amount paid by the Customer with respect to the cancelled products.
Full payment is due when the order is placed with ePro Labs without any deductions, withholding or set off. Time for payment is of the essence unless credit terms are agreed in writing by authorised employee of ePro Labs in advance. If the Customer fails to make payment by the due date then, without prejudice to any other right or remedy, ePro Labs shall be entitled to cancel the order or suspend any further deliveries or access. ePro Labs reserves the right to charge interest up to the maximum amount permitted by law on any overdue amounts, withdraw credit, impose other payment terms or late charges, cease further shipments, or take legal action, impose costs incurred and or impose any combination of these actions if Customer fails to timely pay any amount owed to ePro Labs. Payment is due regardless of performance or outcome of testing. Additional charges are levied in case of returned cheques.
Customer will comply with all applicable export control laws and regulations and will indemnify ePro Labs for all damages, including reasonable attorney’s fees, resulting from Customer’s failure to do so. ePro Labs reserves the right not to supply certain customers or countries and to require from the Customer full details of the end use and final destination of the Goods.
Where Goods are to be shipped on from India, the Customer is responsible at its own expense for obtaining any licence and complying with any export regulations in force within India and in the country for which the Goods are destined. With respect to goods partially or wholly containing parts manufactured in, originating from or imported through other countries, the Customer agrees to comply with all applicable export laws, restrictions and regulations of that country or foreign agencies or authorities and shall not import, export or transfer for the purpose of re-export, any product to any prohibited or embargoed country or to any denied, blocked, or designated person or entity as mentioned in any such foreign law or regulation.
ePro Labs reserves the sole right to provide credit terms to a Customer. Credit terms are agreed in writing by authorised employee of ePro Labs in advance A Customer wishing to open a credit account must furnish such information, including financial data and status details, as may be requested by ePro Labs and ePro Labs reserves the right to evaluate using the services of a credit reference/evaluation agency. ePro Labs reserves the right in its absolute discretion to grant, refuse or discontinue any credit facilities or reduce or suspend any credit limit at any time.
ePro Labs also reserves the right to cancel any order, require payment in advance, or require the Customer to provide adequate assurance of performance, without any liability by ePro Labs, in the event of the Customer’s insolvency, filing of a petition in bankruptcy, the appointment of a receiver or trustee for Customer, or the execution by Customer of an assignment for the benefit of creditors.
The customers can make payments through major credit cards such as MasterCard®, Maestro®, and VISA® cards. ePro Labs reserves the right to charge a surcharge or transaction charges which may be assessed for Customers.
While availing any of the payment method/s available on the Website, ePro Labs will not be responsible or assume any liability, whatsoever in respect of any loss or damage arising directly or indirectly to the Customer due to Lack of authorization for any transaction/s, or, Exceeding the present limit mutually agreed by the Customer and between “Bank/s”, or Any payment issues arising out of the transaction, or Decline of transaction for any other reason/s
Prior to returning any Products to ePro Labs for any reason, the Customer must contact ePro Labs to obtain a returns authorization number (’RMA’). All Products are returned at the Customer’s risk and expense and should be undamaged by the Customer and in their original packaging. Return freight charges should be prepaid by the customer. The Customer is responsible for returning Products to ePro Labs, and for providing proof of delivery of such return.
ePro Labs operates a 30 day return policy unless otherwise specified. To be accepted for return on this basis, Products should be returned for receipt by ePro Labs within 30 days of delivery to the Customer unless otherwise specified. The Customer should return the Products to ePro Labs clearly quoting the Customer’s account number, order number, Invoice number and RMA.
Due to the fragile nature of electronic components, the returned products are tested and accepted at the sole description of ePro Labs. Due to the fragile nature of electronic goods ePro Labs has the right to reject returned products and refuse refund if ePro Labs suspects the product has been used in any way or its packaging tampered.
No return is accepted for software or programs or other products in which ePro Labs cannot verify or ascertain beyond doubt if it has been used by the Customer.
The foregoing statements concerning Returns do not apply to products that are categorised as Non-Cancellable/Non-Returnable Products (NC/NR). In such cases no cancellations or return will be entertained by ePro Labs for such products under any circumstances.
No Products will be accepted for return without an RMA. Prior to returning a Product Customers has to contact ePro Labs for a Return Materials Authorization Number and addressing instructions.
If all of these conditions are met, ePro Labs, at its sole option, will either replace or repair the deficient Products or credit Customer’s account for the amount Customer paid for them
SHIPPING AND DELIVERY
ePro Labs will make all efforts to deliver the Products to the Customer within the shortest time possible, provided that the products ordered in stock. Delivery time will vary depending upon the location or government regulations and procedures such as customs clearance and such. Delivery will be made to the address specified by the Customer. ePro Labs reserves the right to arrange delivery of Products directly from the manufacturer or supplier of those Products to the Customer.
ePro Labs may use any method of delivery available to it. All delivery dates and times given when an order is placed are estimates. ePro Labs will use reasonable endeavours to meet delivery and/or performance estimates but, 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. ePro Labs 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 ePro Labs will use reasonable endeavours to inform the Customer.
ePro Labss responsibility ceases once the products are despatched through available courier agency and it’s the responsibility of the Customer to follow up with the courier agency for the proper delivery of Products. The quantity of any consignment of Products, as recorded by ePro Labs upon despatch from the Ensemble’s 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.
Products sold by ePro Labs are not recommended or authorized for safety, life support, surgical implant, nuclear, military or commercial aircraft applications, or for any use or application in which the failure of even a single component could cause substantial harm to persons or property, unless an authorized officer of the manufacturer has signed an agreement specifically governing such use. Customer assumes all risk and liability for use in such applications and agrees to indemnify ePro Labs and the manufacturer of the products for all damages that may be incurred due to use of such products in these prohibited applications.
ePro Labs will endeavour to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer of Products.
Software programs, codes or other documents including but not limited to circuit diagrams, datasheets, application notes or other help files are supplied on the strict understanding that ePro Labs does not warrant their function to be free from defects or error.
EXCLUSION OF LIABILITY
Except as provided in Warranty/Guarantee, ePro Labs 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 with:
Any of the Products, or the manufacture, sale, performance or supply or failure or delay in performance or supply of the Products by ePro Labs or on part of ePro Labs’s employees, agents or sub-contractors;
Any breach by ePro Labs of any of the express or implied terms of the Contract;
Any use made or resale or on-supply of any of the Products or any product incorporating any of the Goods or developed using the Products;
Any acts or omissions of ePro Labs at the Customer’s premises;
Any statement made or not made or advice given or not given by or on behalf of ePro Labs, including as to compliance with legislation or regulation; or
Otherwise under the Contract.
And ePro Labs hereby excludes to the fullest extent permissible at law all conditions, warranties and stipulations, express (other than those set out in these Conditions) or implied, statutory, customary or otherwise which but for such exclusion, would or might subsist in favour of the Customer.
ePro Labs’s total liability in contract, tort, (including negligence), breach of statutory duty, misrepresentation or otherwise shall be limited to repairing or replacing Products or in the case of Services, re-performing the Services or, at ePro Labs’s option, refunding monies already paid in respect of the Products.
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 Products, but will not form part of the Contract. If the Description of any Goods differs from the manufacturer’s description, the latter shall be deemed to be correct. ePro Labs 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 ePro Labs’s negligence or otherwise. ePro Labs may make changes to the Products as part of a continuous programme of improvement or to comply with legislation.
INTELLECTUAL PROPERTY RIGHTS
ePro Labs owns full copyright unless otherwise specified in respect of the Products displayed and its reproduction in whole or part is prohibited without ePro Labs’s prior written consent.
ePro Labs 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 ePro Labs’s obligations under these Contract if the delay or failure was due to any cause beyond ePro Labs’s 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 Products or labour). ePro Labs may, at its option, delay the performance of, or cancel the whole or any part of a Contract.
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 Chennai, Tamilnadu, but ePro Labs may enforce such Contract in any court of competent jurisdiction.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, such provision(s) shall be enforced to the fullest extent permitted by applicable law, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
ePro Labs’s failure to insist on performance of any term or condition contained in this Agreement, or failure to exercise any of ePro Labs’s rights hereunder, shall not constitute a waiver of any of ePro Labs’s rights or remedies under this Agreement.
NO THIRD PARTY BENEFIT
The provisions set forth in these Terms and Conditions of Sale are for the sole benefit of the parties hereto, and confer no rights, benefits or claims upon any person or entity not a party hereto.
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 limit.
The Products are strictly prohibited for use in anti-personnel landmines, or in any connection with biological, chemical or nuclear weapons or missiles to deliver them under any circumstances.
The Products are not authorised for use in space or aircraft or air traffic applications, life support or life sustaining equipment, surgical implantation equipment or for any other purpose where the failure or malfunction of the Products could reasonably be expected to result in personal injury, death, environmental damage or severe property damage. Use or inclusion of the Products in any such equipment, system or applications is also strictly prohibited.
The Customer will indemnify ePro Labs and its suppliers against any and all losses, liability and expense (including legal and other costs) resulting from any such inclusion or use even if damage is attributed to defective design or manufacture.
Any provision of these terms of sale 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 terms of sale and the remainder of such provision shall not be affected. Failure by ePro Labs to enforce or partially enforce any provision of these terms of sale will not be constrained as a waiver of any rights under these terms of sale.
ePro Labs shall be entitled, without the consent of or notice to the Customer, to assign the benefit, subject to the burden, of these terms and/or any Contract to any company in its group of companies at any time.