SALES TERMS & CONDITIONS

NEOXI IT SOLUTION PVT LTD

SALES TERMS & CONDITIONS

Unless otherwise agreed in writing and signed by an authorized representative of INGRAM MICRO INDIA PRIVATE LIMITED (“Ingram Micro” or “Ingram”), these Sales Terms and Conditions (“T&C”), as published on Neoxi’s Web site located at https://www.neoxi.in/salesterms govern all purchases of products and services (“Products”) by the entity / individual.

WHO WE ARE

ABOUT NEOXI

NEOXI, established since 2009 as Hornet India and renamed as NEOXI in 2021. offers a wide range of ELV turnkey solutions with application, development & support systems. We are associated with well-known brands and can provide ELV integration service as per the customer’s requirements. We cater to a variety of industries including Hospitality, Healthcare, Real-estate, residential complexes, Villas, Resorts etc. Hornet Infotech is focused on entire “ELV” & “ICT” systems for New Infrastructure Buildings.
NEOXI is a leading Systems Integrator focusing on the Consultancy, Design, Deployment and Maintenance of all ELV Systems based on Conventional & IP network switching infrastructure. Years of hands-on experience enables our ELV Consultants and System Designers to provide immediate suggestions in face-to-face meetings with our clients leading to comprehensive turnkey solutions.
As the technologies in the building industry are more business driven than research oriented, they are likely to benefit from technological advancements Taking place in other areas also. The “NEOXI” prides itself with its achievements since the last decades that have made the group stronger than ever, keeping with our commitment to provide quick, efficient, economical, tailored solutions at the same time maintaining Quality and Perfection for our esteemed Clients in the Hotels, Residential, Corporate, Industrial, Hospitals, Commercial and Government sectors. With a vision towards “Leading System Integrator”, Hornet Infotech aims to provide complete integrated ELV solutions with quality products and services to meet the varied requirements of Property

1. ORDERING

Purchaser must have an active NEOXI Customer Code/Number and Purchaser’s account must be current and in good standing. Purchaser will protect the confidentiality of its account number(s) and password(s) and not transfer them to any third party. Purchaser must provide Neoxi with complete order information as required by Neoxi, which includes the (i) Product description, (ii) unit quantity, (iii) SKU number and/or vendor part number, (iv) current unit price, (v) correct shipping address, (vi) Valid GSTIN registration numbers, (vii) HSN/SAC codes of products, (viii) Valid tax exemption nos. and documents, if exemption is being claimed. Neoxi reserves the right to require additional information based on the requirements of the manufacturer or publisher of the Product. Purchaser may place orders via email or https://shop.neoxi.in on Neoxi approved electronic ordering platform. All orders are subject to Neoxi’s acceptance. Neoxi may decline or cancel any order for any reason at any time. Neoxi’s acceptance of Purchaser’s order is subject to these T&C without any modification, or exception. Additional terms and conditions may apply to the purchase of certain Products (e.g., cloud services, professional services, etc.). Any additional or different terms in Purchaser’s PO shall not be acceptable. All purchase orders that are accepted by Neoxi are binding and Purchaser cannot cancel or amend any accepted purchase order without Neoxi’s written consent. Orders for non-standard Products including Products configured to Purchaser’s specifications are non-cancellable and non-returnable. Orders for direct shipment to Purchaser’s customers or Special-Order Products may be subject to additional price. Neoxi will have no obligation to hold Product for future sale to Purchaser if Purchaser’s order is incomplete, on hold, or if Purchaser does not confirm it within 48 hours of notification from Neoxi that backordered Product (not available in stock) is available for shipment. All Product pricing, description and availability information (“Information”) provided by Neoxi, in any form, is the property of Neoxi and the Purchaser will use this information only for the purposes of placing order on Neoxi.

2. PRICE & TAXES

Purchaser shall purchase Products in accordance with price list or as quoted by NEOXI. Quoted prices/ price list are subject to change without notice. Unless specifically included in a quote or invoice, the quoted prices/price list do not include any levy, taxes, handling, shipping, transportation, duties, cess or any other charges or fees at the rate prevailing on the Products or any levies or taxes that may be introduced at a later date. These taxes etc. will be charged as per the law prevailing at the time of supply. Purchaser is responsible for all applicable fees and all transactional taxes on the sale and delivery of Products. Exemption certificates, valid at the place of supply or delivery, must be presented to NEOXI prior to shipment for validation if they are to be honoured. Further, in case of any non-compliance of applicable law by Purchaser and because of which a demand is made on NEOXI by the tax authorities, the Purchaser shall be immediately liable to pay the applicable taxes / amounts (including interest, penalty and associated litigation cost) if any upon notification by NEOXI. Under no circumstances, shall NEOXI be liable to the Purchaser for any denied credit of taxes on account of the information furnished by the Purchaser, including but not limited to its tax registration number.

A. Place of Supply and Classification – In case where the place of supply for services is dependent up on the location of the registered person, address provided by the Purchaser for the purpose of billing would be treated as ‘Location of Recipient’ / address on records as envisaged under GST legislation. Further, in case of goods, it shall be the responsibility of the Purchaser to provide the correct Bill to and Ship to address and respective GSTIN, wherever applicable at the time of issuance of Purchase Order. In case of any tax or related demand due to failure of the Purchaser to provide the correct address, the same will be borne by the Purchaser.

Purchaser may use the HSN/ SAC provided by NEOXI or adopt a different HSN/ SAC as per their interpretation; in either case, NEOXI should not be held responsible for any liability that arises on account of disputed related to HSN/ SAC classification.

B. Sales Discounts/Credit Notes – Scheme/Programs/Rebates etc. will be announced from time to time by NEOXI at/before time of the sale. NEOXI shall not be liable and responsible for any action taken by the Purchaser owing to any communication relating to any scheme/ discount received from any source other than NEOXI. Appropriate Credit notes will be issued under the GST law. Purchaser shall reverse the input tax credit as is attributable to such discount on the basis of document issued by NEOXI. Responsibility of confirming reversal of input tax credit attributable to such discount is upon the Purchaser.

C. Compliances – The Purchaser will be responsible for all its tax compliances, return filings as is prescribed or may be prescribed in the relevant laws as may be prevailing. NEOXI will not be responsible for any errors or omissions which are not rectified or complied or reconciled within the time prescribed in the prevailing laws and rules framed thereunder. Further, if the Purchaser wishes to edit or reject the data in the invoice as uploaded by NEOXI in prescribed form, the Purchaser shall take a prior written confirmation from Ingram Micro to avoid tax dispute.

3. SHIPMENT AND DELIVERY

A. India Shipments – For Product shipments to an address within the geographical territory of India, shipment will be made by NEOXI via its standard transportation and risk of loss and damage to Product will transfer to Purchaser upon NEOXI tendering the Product for delivery at NEOXI Warehouse in case of Customer Collect Shipments or to the designated address & Delivery Terms specified on the Purchaser’s PO. Freight would be charged on all orders as per NEOXI’s freight policy. Additional charges may apply for unusually heavy or bulky items. If Purchaser requests special shipping or handling including without limitation, expedited shipment, third-party billing, or freight collect, Purchaser shall bear all risk of loss and damage to the Product in transit and is responsible for filing claims with the carrier and all freight and handling costs will be borne by the Purchaser. Purchaser shall examine all Products upon receipt and shall notify NEOXI immediately of all discrepancies or if rejection is intended. Such notice shall be reasonably detailed and shall specify the discrepancy or reason for rejection and should be noted on transit document. Failure to give such notice within the time specified herein shall be deemed an acceptance of the Products as of the date of shipment. The Purchaser assumes the responsibility of disposing of the batteries in a legally compliant and environmentally friendly manner.

B. International Shipments – THE PURCHASER IS NOT ALLOWED TO, DIRECTLY OR INDIRECTLY, SELL THE PRODUCTS OUTSIDE THE GEOGRAPHICAL LIMITS OF INDIA WITHOUT OBTAINING THE PRIOR APPROVAL FROM NEOXI AND /OR OEM.

C. Title – For all shipments, title to Product remains with NEOXI until NEOXI receives full payment. Until full payment for Product has been made to NEOXI, Purchaser must store Product separately from the other goods in the custody of the Purchaser and ensure that NEOXI Products are readily identifiable as the property of NEOXI.

4. CREDIT AND PAYMENT TERMS

Purchaser agrees and consents to furnish to NEOXI all financial information requested by NEOXI from time to time for the purpose of establishing or continuing Purchaser’s credit limit. Purchaser agrees that NEOXI shall have the right to decline to extend credit. NEOXI has the right to modify, increase, decrease or terminate Purchaser’s credit privileges and terms (wherever applicable) at any time without prior notice to Purchaser. Purchaser certifies and confirms that the information furnished to NEOXI seeking credit for procurement Products by the Purchaser, including, without limitation, any financial statements, is and shall remain true and correct and understands that NEOXI relies upon such information as correct. Purchaser shall promptly notify NEOXI of all changes to Purchaser’s name, address, GSTIN registration nos. or of the sale of substantially all of its assets. Purchaser shall not deduct any amounts owing to NEOXI. All types of schemes/support/commitments will be communicated to the Purchaser in writing with a Unique Reference Number (URN). Any communication related to schemes/support/ commitment sent/ given by any person other than as stated above shall be null and void and NEOXI shall not be responsible for the same at any point of time. Purchaser is advised to ignore such unauthorized communication and immediately notify the same to NEOXI. NEOXI does not follow any policy of verbal commitment nor authorize any sales personnel or manufacturer’s personnel to make any such commitment. Any claim arising out or claimed on the basis of aforesaid commitment, shall not be entertained by NEOXI under any circumstances. A finance charge of two (2%) per month, will be charged on all past due balances commencing on the date payment is due plus applicable taxes. Credit cards issued by Bank which are acceptable to NEOXI, will only be accepted subject to a charge at the rate of two percent (2%) of the price invoiced plus applicable taxes. Payment by telegraphic transfers, cashier orders, demand drafts or cheque (subject to clearance) will be allowed. Payment by any other method will be subject to Ingram Micro ‘s express written approval. Ingram Micro shall levy a charge of Rs 1000/- per cheque dishonour or as charged by the bank to NEOXI, whichever is higher, along with applicable GST. If Purchaser fails to make timely payment of any amount invoiced hereunder, Ingram Micro shall have the right, in addition to any and all other rights and remedies available to NEOXI at law or in equity, right to set off, to immediately revoke any or all credit extended, to delay or cancel future deliveries and/or to reduce or cancel any or all quantity discounts extended to Purchaser. Purchaser shall pay to NEOXI all costs and expenses, including, without limitation, reasonable attorney’s fees and the fees of any collection agency and costs incurred for proceedings in court/tribunal, incurred by NEOXI in exercising any of its rights or remedies hereunder or enforcing any of the terms, conditions or provisions of these T&C plus applicable taxes. Any obligation of NEOXI under these terms and conditions to deliver Products on credit terms shall immediately terminate without notice if a bankruptcy or insolvency petition is filed by or against Purchaser under any statute or protection of the rights of creditors is filed by or against Purchaser, or Purchaser makes an assignment for the benefit of creditors, or if a receiver, manager, liquidator or trustee is appointed to take possession of the assets of Purchaser.

5. WARRANTY AND INDEMNITIES

Purchaser acknowledges that NEOXI is not the manufacturer of the Products. Product warranties, if any, are provided by the manufacturer or publisher (“Vendor”) of the Products. NEOXI EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND COVENANTS, EITHER EXPRESS, IMPLIED, OR STATUTORY WITH RESPECT TO ANY PRODUCT, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. ALL INFORMATION IS PROVIDED TO PURCHASER “AS IS.”
NEOXI IS NOT RESPONSIBLE FOR AND HAS NO DUTY TO DEFEND, INDEMNIFY, OR HOLD HARMLESS PURCHASER, ITS AFFILIATES, THEIR CUSTOMERS, OR ANY OTHER PARTY, FROM OR AGAINST ANY CLAIMS, DEMANDS, OR CAUSES OF ACTION, INCLUDING ANY DAMAGES, COSTS OR EXPENSES INCURRED BY SUCH PARTIES, ARISING FROM OR RELATING TO THE ACTUAL OR ALLEGED PRODUCT LIABILITY, BREACH OF SECURITY, LOSS OF DATA, OR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS RELATED (DIRECTLY OR INDIRECTLY) TO THE MANUFACTURE, SALE, OR USE OF THE PRODUCTS. PURCHASER WARRANTS THAT IT HAS ALL NECESSARY LEGAL RIGHTS TO ALL INTELLECTUAL PROPERTY IT PROVIDES TO NEOXI. PURCHASER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS NEOXI, ITS AFFILIATES, AND ITS VENDORS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY LIABILITIES, LOSSES, DAMAGES, COSTS OR EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEYS’ FEES AND DISBURSEMENTS) ARISING OR RESULTING FROM CLAIMS, DEMANDS, ACTIONS OR PROCEEDINGS OF ANY KIND ARISING FROM OR RELATING TO: (i) PURCHASER’S USE, MARKETING, DISTRIBUTION OR SALE OF PRODUCTS IN A MANNER OTHER THAN AS SPECIFIED IN PRODUCT/SERVICE DESCRIPTIONS OR SPECIFICATIONS; (ii) NEOXI’S OR ITS VENDOR’S COMPLIANCE WITH DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS PROVIDED BY PURCHASER; (iii) PURCHASER’S BREACH OF THESE T&C OR ACTS OR OMISSIONS OF PURCHASER, ITS AFFILIATES, ITS AGENTS, OR THEIR RESPECTIVE EMPLOYEES, OFFICERS OR DIRECTORS; OR (iv) VIOLATION OR ALLEGED VIOLATION OF ANY APPLICABLE LAWS OR REGULATIONS BY PURCHASER OR ITS AFFILIATES.

6. PRODUCT RETURNS

Purchaser may only return Products as permitted in these Sales Terms. Products otherwise shall be non-returnable, and the prices shall be non-refundable. Purchaser may only return erroneously shipped Products or Products that were damaged prior to shipment. Products damaged after shipment will not be returned. In order to be eligible to receive credit for returned Products, Purchaser must adhere to returns process mentioned herein. Purchaser must obtain a valid return authorization number (“RMA”) from NEOXI for all returns prior to returning any Product. NEOXI has no obligation to issue RMAs. Purchaser is responsible for ensuring that the RMA is clearly visible on the address label of the Product packaging and for complying with all other NEOXI requirements provided to Purchaser when the RMA is issued. Unless otherwise agreed in writing by NEOXI, all Product returns from Purchaser are DDP (Incoterms 2023) NEOXI’s designated facility, and title and risk of loss shall transfer to NEOXI upon receipt and acceptance of returned Products at NEOXI’s facility. NEOXI may refuse delivery of any package without a valid RMA. All Products erroneously shipped by NEOXI must be returned with the original packaging intact (including manufacturer’s shrink wrap) and in unused, resalable condition. Credit, if any, will be provided for Product returned in accordance with NEOXI’s return process at the time the RMA was issued, provided Purchaser is not in breach of any of these T&C. If Purchaser returns any Products without NEOXI’s authorization or does not comply with NEOXI’s return requirements, those Products may be subject to return to the shipping location and, if refused, NEOXI may consider the Products abandoned and dispose off those, without crediting Purchaser’s account. NEOXI reserves the right to charge a restocking fee plus applicable taxes for handling any Product that is erroneously returned. NEOXI’s sole liability for any returned Products will be acceptance of their return and issuance of credits pursuant to NEOXI’s then current returns process.

A. Defective Product Returns – Defective returns are only for Products purchased from NEOXI that are inoperable or do not function in accordance with the specifications published by the manufacturer or publisher and are covered under the manufacturer’s or publisher’s warranty. Purchaser may request for an RMA as per the manufacturer’s or publisher’s policy against a defective product purchased from NEOXI. Upon receipt of the defective Product for which the RMA was issued, NEOXI shall return to Purchaser, at Purchaser’s expense, if that Products found not to be defective and /or the Product carries physical damage. Upon verification that the returned Product is defective, NEOXI may, at NEOXI’s sole discretion or as defined in the manufacturer’s or publisher’s policy, either (i) repair the defective Product, (ii) ship Purchaser a replacement Product or an equivalent product, or (iii) provide Purchaser a credit equal to the lesser of the Product’s invoice price or current replacement value less any applicable charges or fees plus applicable taxes. NEOXI reserves the right to require Purchaser to return defective Products directly to the manufacturer or publisher for replacement. NEOXI shall not be obligated to repair, replace, or issue credit to Purchaser for Products rendered defective, in whole or in part, by causes internal or external to the Products, including, but not limited to, catastrophe, power failure or transients, overvoltage on interface, environment extremes, improper use, maintenance or application of the Products or use of unauthorized parts. Purchaser shall bear all risks of loss when returning defective Products.

B. Damaged Product Returns – Damaged Product returns are only for Products purchased from NEOXI and shipped by NEOXI that are damaged in transit from NEOXI to the Purchaser or from NEOXI to the Purchaser’s customer. Purchaser or Purchaser’s customer shall refuse any Product delivered in damaged condition. If the Product is received in damaged condition it should be recorded on the shipping documents at the time of receipt. Failure to notify at the time of receipt, shall be deemed acceptance of the Product as on the date of shipment.

7. BILLING AND SHIPPING DISCREPANCIES AND BALANCE CONFIRMATION

Billing and shipping discrepancies are for Products purchased from Ingram Micro that were invoiced or shipped incorrectly. These include lost shipments, short shipments (notified at the time of receipt of material), wrong sales, wrong shipments, and pricing/invoice errors. Purchaser may request an RA for verified and shipping discrepancies within three (3) calendar days of delivery of Products. In addition, Purchaser must notify NEOXI of any billing discrepancies related to Purchaser within three (3) calendar days of invoice date, for which NEOXI will issue necessary debit or credit notes as may be applicable. Such notice shall be reasonably detailed and shall specify the discrepancy. Failure to give such notice within the time specified herein shall be deemed a waiver of Purchaser’s rights to claim such discrepancy.

NEOXI shall send the statement of account online to the email id submitted by Purchaser every fortnight for balance confirmation for the period of 1st to 15th & 16th to end of month. Purchaser shall reconcile the statement of account with their books of accounts and accept the contents and the accuracy thereof within 30 days of dispatch of statement. If no written objection or discrepancy is reported to NEOXI within 30 days of dispatch of statement of accounts, the statement of accounts shall be deemed to be confirmed. In case of any discrepancy between, statement of account sent at above mentioned interval and the data displayed on the platforms, portals, other communications, the statement of account, sent at above mentioned interval, shall take precedence.

8. LIMITATION OF LIABILITY

NEOXI will have no liability for: (i) failure to allocate or reserve any Product for Purchaser; (ii) failure to deliver Products within a specified time period; (iii) availability and/or delays in delivery of Products, (iv) discontinuation of Products, product lines, or any part thereof; or (v) cancellation of any orders. NEOXI SHALL NOT BE LIABLE TO PURCHASER, PURCHASER’S CUSTOMERS, OR ANY OTHER PARTY FOR ANY LOSS, DAMAGE TO PROPERTY OR OTHERWISE, OR INJURY INCLUDING BODILY INJURY/DEATH THAT RESULTS FROM THE USE OR APPLICATION BY PURCHASER, PURCHASER’S CUSTOMER, OR ANY OTHER PARTY, OF PRODUCTS DELIVERED TO PURCHASER. IN NO EVENT SHALL NEOXI BE LIABLE TO PURCHASER, PURCHASER’S CUSTOMERS OR ANY OTHER PARTY FOR LOSS, DAMAGE, OR INJURY OF ANY KIND OR NATURE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, OR ANY AGREEMENT INTO WHICH THEY ARE INCORPORATED, OR ANY PERFORMANCE OR NONPERFORMANCE UNDER THESE T&C BY NEOXI, ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS, IN EXCESS OF THE NET PURCHASE PRICE OF THE PRODUCT OR SERVICE ACTUALLY DELIVERED TO AND PAID FOR BY PURCHASER HEREUNDER. IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, WARRANTY, TORT, STRICT LIABILITY, STATUTE OR OTHERWISE, SHALL NEOXI BE LIABLE TO PURCHASER OR ANY OTHER PARTY FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED INJURY TO PERSONS OR PROPERTY, BUSINESS INTERRUPTION OR DAMAGE TO BUSINESS REPUTATION OR TO LOSS OF GOOD WILL, LOSS OF DATA, OR SECURITY BREACH,LOSS OF ANTICIPATED PROFITS, OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH NEOXI’S BREACH OF, OR FAILURE TO PERFORM IN ACCORDANCE WITH ANY OF THESE TERMS AND CONDITIONS, OR THE FURNISHING, INSTALLATION, SERVICING, USE OR PERFORMANCE OF ANY PRODUCTS OR INFORMATION NEOXI SHALL PROVIDE HEREUNDER, AND EVEN IF NEOXI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PURCHASER HEREBY EXPRESSLY WAIVES ANY AND ALL CLAIMS FOR SUCH DAMAGES. IN NO EVENT SHALL NEOXI HAVE ANY LIABILITY FOR ANY PRODUCTS USED FOR AVIATION, MEDICAL, LIFESAVING, LIFE-SUSTAINING OR NUCLEAR APPLICATIONS. THIS PROVISION SHALL SURVIVE ANY TERMINATION OF THESE T&C.

9. FORCE MAJEURE

NEOXI shall not be responsible for delays in deliveries or failure to perform due to events of force majeure, including, but not limited to, fire, flood, tornado, earthquake, war, riot, insurrection, strike, lockout, slowdown, epidemic, quarantine restriction, delay in transportation, labor shortage or strikes, materials or manufacturing facility shortage, accidents, boycott, embargo or any act or regulation of government or governmental authority and other contingencies beyond NEOXI’s control resulting in impossibility or delay of performance of NEOXI.

10. COMPLIANCE TO ANTI-CORRUPTION LAWS

Purchaser must comply and ensure that all its employees, officers, Directors, agents, resellers, representatives, etc. of the Purchaser complies with all anti-corruption laws, including the U.S. Foreign Corrupt Practices Act and all laws in the country(ies) (collectively referred to as Anticorruption laws). Under the anti-corruption laws, it is illegal and it is prohibited to pay, offer to pay or authorize to pay or offer (directly or indirectly) any money or anything of value to a government official or the immediate family of any such official, a political party or a party official, or any candidate for political office, for the purpose of influencing an act or decision of the government or such individual in order to assist, directly or indirectly, Purchaser or NEOXI in obtaining or retaining business, or securing an improper advantage.

11. TRANSFER OF INFORMATION AND ACCESS TO DATA

Purchaser understands and expressly agrees that all account information, including information about Product purchases, payments, contact information and other information relating to Purchaser’s account with NEOXI, and including all point of sale information, any Personal Data and any information about Purchaser’s customer or End Users contained in such point of sale information, and any other information or Personal Data that it submits to NEOXI, may be collected, stored, transferred to and processed by NEOXI and its affiliates and service providers in any NEOXI entities or offices in any jurisdiction in which NEOXI or its vendors or service providers are located. Purchaser is responsible for obtaining any agreement, opt in or other approval from its customers or any End User prior to providing any such information or Personal Data to NEOXI, including any requirements to obtain consents with respect to the collection, processing, storage and transfer of Personal Data to NEOXI. Purchaser hereby represents and warrants that it is and will be in compliance with all applicable laws in the delivery or transfer of any Personal Data to NEOXI, including any requirements to obtain consents with respect to the collection, processing, storage and transfer of Personal Data. Purchaser will indemnify, defend and hold NEOXI harmless from any claims, losses, damages, fines and causes of action arising out of or related to Purchaser’s breach of this Section. For purposes of this Agreement, “Personal Data” means names, addresses, telephone numbers, e-mail addresses, social security numbers, bank card numbers, bank account numbers, credit card numbers, protected health information, call-detail information, purchase information, product and service usage information, frequent flier information, account information, credit information, demographic information.

12. RELATIONSHIP OF THE PARTIES

Purchaser’s relationship with NEOXI will be that of an independent contractor. Purchaser will not have, and will not represent that it has, any power, right or authority to bind NEOXI, or to assume or create any obligation or responsibility, express, implied or by appearances, on behalf of NEOXI or in NEOXI’s name, except as herein expressly provided. Nothing stated in these terms and conditions will be construed as constituting Purchaser and NEOXI as Purchaser, employer/employee, franchisor/franchisee, or principal/agent between the parties. Purchaser will make no warranty, guarantee or representation, whether written or oral, on behalf of NEOXI’s or the manufacturer or Publisher of the Products.

13. PUBLICITY

Except for any announcement intended solely for internal distribution by either party or any disclosure required by legal, accounting, or regulatory requirements, all media releases, public announcements, or public disclosures by either party or its employees or agents relating to these T&C, the relationship between NEOXI and Purchaser, or including the marks of the other party or any affiliate of that party, must be approved in writing by the other party prior to release.

14. MANUFACTURER, PUBLISHER, AND SUPPLIER RESTRICTIONS

If authorization for resale is required by the manufacturer or publisher of any Product, then NEOXI will not be obligated to sell such Product to Purchaser unless NEOXI has received notification of such authorization from the manufacturer or publisher. Purchaser agrees to at all times adhere to NEOXI’s and any applicable Vendor’s current product restrictions and obligations policy. Purchaser may not alter or modify the Products in any way or combine the Products with any other product or material not authorized by NEOXI and the applicable Vendor. Products may have additional restrictions on their distribution or use. Purchaser is solely responsible for ensuring its adherence to any and all such restrictions and requirements. If any Vendor prohibits NEOXI from selling specific Products to Purchaser, then NEOXI reserves the right not to sell such Products to Purchaser.

15. GOVERNING LAW AND DISPUTE RESOLUTION

These T&C (and any agreement into which they are incorporated) shall be construed, interpreted and enforced under and in accordance with the laws of India, excluding its conflicts or choice of law rule or principles which might refer to the law of another jurisdiction. Purchaser agrees to exercise any right or remedy in connection with these T&C exclusively in, and hereby submits to the jurisdiction of India. The courts situated in Delhi will have exclusive jurisdiction and venue over any dispute or controversy that arises out of these T&C. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these T&C. Any dispute arising out of or in connection with this Agreement and the matters contemplated therein shall be settled amicably between the Parties. In the event that dispute/s cannot be settled amicably, the same shall be referred to the arbitration of a sole arbitrator appointed by mutual consent of Parties. The arbitration shall be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The arbitration proceedings shall be conducted in English and the venue and the seat of the arbitration shall be Delhi, India.

16. NOTICES

All notices, requests, demands, and other communications that either party may desire to give the other party must be in writing and may be given by (i) mailing the same by registered or certified mail, return receipt requested, or via nationally recognized courier services to the party at the address of such party as set forth herein, at the official corporate address of such party, or such other address as the parties may hereinafter designate, or (ii) facsimile subsequently to be confirmed in writing pursuant to item (i) above. Notices to NEOXI shall be sent to: Legal Department, NEOXI IT SOLUTION PRIVATE LIMITED, J-4, II Floor, Maharani Bagh, New Friends Colony, New Delhi, Delhi – 110025, INDIA. Notice to Purchaser shall be address as per the above procedure to the address as stated in Purchaser’s registration form.

17. BINDING EFFECT/ASSIGNMENT

These terms and conditions shall be binding upon and shall inure to the benefit of the parties hereto and their respective representatives, successors and permitted assigns. Neither party may assign its rights and/or duties under these terms and conditions without the prior written consent of the other party given at the other party’s sole option. Any such attempted assignment shall be void. Notwithstanding the foregoing, NEOXI may assign any purchase order received from Purchaser to a subsidiary or affiliate upon notice to Purchaser.

18. PARTIAL INVALIDITY

If any provision of these terms and conditions shall be held to be invalid, illegal or unenforceable, such provision 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.

19. NO WAIVER

Failure or delay of NEOXI to exercise a right or power under these terms and conditions shall not operate as a waiver thereof, nor shall any single or partial exercise of a right or power preclude any other future exercise thereof.

20. ENTIRE AGREEMENT / CONFIDENTIALITY / AMENDMENT

These T&C are intended to be the sole and complete statement of the obligations and rights of the parties as to all matters covered hereunder, and supersede all previous understandings, agreements, negotiations and proposals relating thereto. In furtherance of the business relationship between NEOXI and Purchaser, it may be necessary or desirable for either party to disclose to the other certain non-public business and/or technical information that is either marked “Confidential” or by its nature should reasonably be considered confidential (the “Confidential Information”). Each party will protect Confidential Information from unauthorized disclosure or access by using the same degree of care it takes to protect its own confidential information which in no event shall be less than reasonable care. Each party’s Confidential Information may be disclosed by the other party to those employees, affiliates or agents of such other party who have a need to know and an obligation to comply with the confidentiality terms herein. The confidentiality obligations herein will not apply to information which is or becomes publicly available, is already in the other party’s possession prior to the time a party gains access, is independently developed by a party or is rightfully obtained from third parties, or as may be required to be disclosed by law or in connection with dispute resolution. Notwithstanding anything herein, NEOXI may, from time to time and in its sole discretion, disclose credit information relative to Purchaser to third parties for informational purposes only. These T&C Terms may be modified by NEOXI from time to time in its sole and absolute discretion. No modification of these T&C in effect at the time Purchaser places its purchase order with their GTC of purchaser shall be binding on NEOXI or in relation to the sale/transaction. Purchaser shall be deemed to have read and agreed to the Sales Terms & conditions that are displayed and published from time to time on Web site located at https://shop.neoxi.in. Any modification to these terms by the Purchaser shall not be binding on NEOXI unless such modification is in writing and signed by an authorized representative of NEOXI.

Since, this Sales Terms and Condition are accepted electronically as on date and time mentioned on confirmation email , this ST&C does not require physical signatures.

ANNEXURE 1

NEOXI’s Process on Schemes, Discounts & Credit Notes to its Customers

This Process is to provide complete clarity on various Schemes , Discounts and Credit Note issued to customers from time to time by NEOXI.

Objective:

Streamlining Claim Process
Timely release of the Credit Note (CN)
Streamlining DN – CN mapping to avoid Recon issues.

Types of Payouts
There are basically 4 types of payouts:

NEOXI Schemes – Turn over Bonus & specific programs announced by NEOXI to promote Sales
Transaction specific discounts – support passed through Credit Notes & not upfront.
Vendor Announced Rebate Schemes – Discount schemes announced by Vendor which are paid out through NEOXI but decided by the respective vendor.
Vendor Pass Through Credit Notes

Process:

NEOXI will communicate in writing to the Purchaser s about any discount scheme with a URN (Unique Registration Number) with the conditions of payout & the timeline.
Credit Notes will be issued once the conditions laid out in the scheme are fulfilled & within the stated timelines.
Once these Credit Notes are issued with the URN, the Purchaser can raise the Debit Notes using the same URN reference.
Vendor Announced Rebate Schemes & Vendor Pass through Credit Notes with OR without URN will be processed only after the same is approved by the Vendor & credited to NEOXI. NEOXI does not hold any responsibility in case of rejection by vendor of any claim/s for any reasons whatsoever.
This Process is being implemented with immediate effect.

Note:

No Scheme & CN commitment is valid without URN number being shared in writing from NEOXI official email ID.
No Debit Notes, short payments or Claims can be made by Purchaser s without having a URN communication in writing from Ingram Micro & unless the conditions of the payout are fulfilled.
DN should have the URN or scheme reference number mentioned on it & with required supporting, if any.
Orders which are received after the closing hours on the last day of the scheme announced by NEOXI shall be billed subject to NEOXI discretion and NEOXI shall not be responsible for any missed rebate.
NEOXI does not take any responsibility towards issuing credit notes or discounts against any verbal commitments from NEOXI associates or vendor associates.

SALES TERMS & CONDITIONS