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TERMS AND CONDITIONS

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e-TRANSFER (RTGS). IN FAVOUR OF SRI VASAVI PIGMENTS (P) LTD., YANAM/KAKINADA, INDIA ONLY PAYMENTS MADE BY ANY OTHER MODE WILL BE SOLELY AT THE OWN RISK OF BUYER. PAYMENTS UNTIL REALISED INTO THE ACCOUNT OF SELLER ARE TREATED AS UNPAID. IT IS THE RESPONSIBILITY OF BUYER TO REPLACE PAYEE INSTRUMENT IN CASE THE SAME IS LOST IN ANY MANNER BEFORE IT IS CREDITED INTO THE ACCOUNT OF SELLER. BUYER PROMISES, COMMITS AND MAKES THE BUYER BELIEVE THAT PAYMENT FOR THE INVOICE VALUE WILL BE RELEASED STRICTLY ON DUE DATE WITHOUT EXCEPTIONS OF ANY NATURE . IN CASE OF FAILURE TO RELEASE PAYMENT AS PROMISED, BUYER HEREBY GIVES THE LIBERTY TO SELLER TO INITIATE CIVIL OR CRIMINAL PROCEEDINGS OR BOTH, AGAINST THE BUYER FOR RECOVERY OF THE AMOUNT. SELLER SHALL NOT BE RESPONSIBLE FOR DELAY IN DESPATCHING THE GOODS OR PORTION THEREOF IF THE SUCH DELAY IS DUE TO ACT OF GOD, WAR, DECLARED OR UNDECLARED, REVOLUTION, EMBARGO, RIOTS, CIVIL OR POLITICAL DISTRUBANCES, LOCK-OUT, STRIKES, FORCE MAJURE, TRADE DISPUTES, ACCIDENTS, POWER FAILURES, FIRE, DROUGHT, FLOOD OR ANY OTHER CAUSE BEYOND SELLER'S CONTROL. IN SUCH AN EVENT THE DELIVERY OF GOODS OR ANY PORTION THEREOF SHALL BE SUSPENDED OR CANCELLED AT SELLER'S OPTION. IF DESPATCHES ARE DELAYED OR CANCELLED IN CONSEQUENCES OF ANY OF THE ONGOING CONTINGENCIES OR LIKE NATURE, SELLER SHALL NOT BE RESPONSIBLE FOR THE DAMAGES/LOSSES CAUSED TO BUYER OR ANY THIRD PARTY. THE ABOVE CONDITIONS OF SALE, ARE THE ESSENCE FOR THIS TRANSACTION AND THE SAME CONDITIONS ARE APPLICABLE FOR ALL FUTURE SALES TO BUYER WHETHER EXPRESSLY MENTIONED OR NOT. THE BUYER AND SELLER HERETO UNCONDITIONALLY AND IRREVOCABLY AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COMPETENT COURTS IN UT OF PUDUCHERRY/ ANDHRA PRADESH ONLY (AS PER THE EXCLUSIVE CHOICE OF SELLER) WITH REGARD TO ANY QUESTION OR MATTER ARISING OUT OF THIS INVOICE/SALE CONTRACT AND ANY OTHER DOCUMENT THAT MAY BE EXECUTED HERETO OR ANY OF THEM IN PURSUANCE HEREOF OR ARISING HEREFROM.

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