Purchase Order Terms and Conditions (Vendor)

Effective Date: 28/07/2025

Nanotech Academy (Division of Best Nanotech Pvt Ltd)
523-24, 5th Floor, Tower A, Emaar Digital Greens, Sector-61,
Gurugram-122011, Haryana, India
Email: talent@bestnanotech.in | Phone: +91-98188 17303

These Purchase Order Terms and Conditions (“PO Terms”) govern the purchase order issued by Nanotech Academy (“Buyer”) to the vendor (“Seller”) identified on the face of the purchase order (“PO”) and form an integral part thereof. By accepting the PO, Seller agrees to be bound by these PO Terms, which shall prevail over any conflicting terms in Seller’s quotation, acknowledgment, or other documentation.

1. Definitions

“Goods” means the products, materials, or equipment and associated documentation specified in the PO.
“Services” means the services, deliverables, or work products specified in the PO.
“Contract Price” means the total price payable by Buyer for Goods and/or Services as set forth in the PO.
“Completion Date” means the date by which delivery of Goods or performance of Services must occur, as specified in the PO.

2. Acceptance

Seller shall accept the PO in writing within seven (7) days of receipt or be deemed to have accepted by commencement of performance.
Any additional or conflicting terms in Seller’s acceptance are hereby objected to and shall have no effect.

3. Delivery and Performance

Goods must be delivered DDP Buyer’s premises (Incoterms 2020) no later than the Completion Date, properly packed and marked.
Services must be performed in accordance with the PO schedule and Buyer’s instructions at the location specified.
Time is of the essence. Buyer may reject late or partial deliveries and may charge Seller for any additional costs incurred.

4. Inspection and Acceptance

All Goods and Services are subject to Buyer’s inspection and testing. Buyer may reject non-conforming Goods or Services.
Seller shall promptly, at its expense, repair, replace, or re-perform rejected Goods or Services.

5. Price and Payment

Buyer shall pay the undisputed portion of properly submitted invoices within forty-five (45) days after acceptance.
Invoices must reference the PO number and include all supporting documentation.
Prices are firm and include all taxes, duties, packing, shipping, and insurance, except GST, which will be paid by Buyer upon receipt of valid tax invoice.

6. Change Orders

Buyer may, by written change order, modify the PO in respect of scope, schedule, or specifications. Seller shall promptly comply and submit any equitable adjustment proposal.

7. Warranties

Seller warrants that Goods and Services: (a) conform to the PO, specifications, and samples; (b) are free from defects in design, material, and workmanship; and (c) comply with all applicable laws and standards.
Warranty period is twenty-four (24) months from acceptance or as otherwise specified. Seller shall remedy defects at its expense.

8. Intellectual Property

Seller grants Buyer a perpetual, irrevocable, royalty-free license to use any Seller-owned intellectual property embedded in the deliverables.
Seller indemnifies Buyer against third-party IP infringement claims arising from Goods or Services.

9. Confidentiality

Both Parties shall maintain in confidence all non-public information disclosed in connection with the PO, using at least the same care as for their own confidential information.

10. Indemnity and Liability

Seller shall indemnify and hold harmless Buyer against all losses, damages, liabilities, and expenses arising from Seller’s breach, negligence, or willful misconduct.
Neither Party’s aggregate liability shall exceed the total Contract Price. Neither Party shall be liable for indirect, consequential, or punitive damages.

11. Insurance

Seller shall maintain adequate insurance (including product liability, professional liability, and worker’s compensation) and provide certificates upon request.

12. Termination

For Convenience: Buyer may terminate the PO or any part thereof upon thirty (30) days’ written notice; Buyer shall pay for work in progress and accepted Goods.
For Cause: Buyer may terminate immediately if Seller materially breaches the PO and fails to cure within fifteen (15) days of notice.

13. Force Majeure

Neither Party is liable for delays or failures due to events beyond reasonable control (e.g., natural disasters, strikes, acts of government). The affected Party shall notify the other promptly and use reasonable efforts to resume performance.

14. Dispute Resolution and Governing Law

Any dispute shall first be referred to senior executives for amicable resolution.
If unresolved within thirty (30) days, disputes shall be finally settled by arbitration in New Delhi under the Arbitration and Conciliation Act, 1996, with three arbitrators and English as the language.
These PO Terms are governed by the laws of India. The courts of Delhi have exclusive jurisdiction for non-arbitral matters.

15. Miscellaneous

Relationship: Parties are independent contractors; nothing creates a joint venture, partnership, or agency.
Assignment: Neither Party may assign its rights or obligations without prior written consent, except to an affiliate or successor in interest.
Notices: All notices must be in writing to the addresses above and are effective upon receipt.
Severability: If any provision is invalid, the remainder remains in full force.
Entire Agreement: These PO Terms, the PO, and any SOWs constitute the entire agreement and supersede all prior agreements.

These Purchase Order Terms and Conditions ensure clear, enforceable obligations aligned with Indian law and Delhi jurisdiction.