Terms & Conditions

Definitions

In these Terms and Conditions, the following definitions apply:

Business Day

A day (other than Saturday, Sunday, or a public holiday) when banks in India are open for business.

Conditions

The terms and conditions set out in this document, as amended from time to time.

Contract

The contract between DNS Stones Pvt. Ltd. (the Supplier) and the Customer for the sale and purchase of the Goods in accordance with these Conditions.

Customer

The person or firm who purchases the Goods from the Supplier.

Force Majeure Event

An event or circumstance beyond a party’s reasonable control, including fire, flood, acts of God, exceptional weather, lack of supplies, and any failure by third-party delivery partners.

Goods

The goods (or any part of them) as set out in the Supplier’s brochures, point-of-sale material, or any websites of the Supplier.

Goods Guidelines

The guidelines issued by the Supplier in respect of the Goods supplied.

Intellectual Property

All intellectual property rights, including patents, copyrights, trademarks, and other related rights, whether registered or unregistered.

Order

The Customer’s verbal or written acceptance of the Supplier’s price list, as confirmed by the Supplier’s order acknowledgement.

Price List

Any price list issued to the Customer by the Supplier.

Specification

Any specification for the Goods, including related plans, drawings, and brochures provided by the Supplier that is agreed in writing by the Customer and the Supplier.

Supplier

DNS Stones Pvt. Ltd.

1.1 Interpretation

• 1.1.1 A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted, including any subordinate legislation made thereunder.
• 1.1.2 Any phrase introduced by the terms “including”, “include”, “in particular”, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
• 1.1.3 A reference to writing or written includes faxes and emails.

2. Basis of Contract

• 2.1 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.
• 2.2 The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions and the Goods Guidelines. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate.
• 2.3 The Order shall only be deemed accepted when the Supplier issues a written acceptance of the Order, at which point the Contract shall come into existence.
• 2.4 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered with, or contained in any documents of the Customer that is inconsistent with these Conditions.
• 2.5 Any samples, descriptive matter, or advertising produced by the Supplier are produced solely for the purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Contract nor have any contractual force. The Goods Guidelines shall have contractual force.
• 2.6 Any listed price for the Goods given by the Supplier shall not constitute an offer. A Price List shall be issued annually to existing Customers and upon commencement of trade to new Customers.

3. Goods

• 3.1 The Goods are described in the Supplier’s brochure, website, or point-of-sale material, as modified by any applicable Specification.
• 3.2 The Supplier reserves the right to amend the specification of the Goods at its discretion and without notice if required by any applicable statutory or regulatory requirements.
• 3.3 The Customer agrees that it must only use the Goods strictly in accordance with the Goods Guidelines.
• 3.4 The Customer acknowledges that it needs to allow for wastage when ordering the Goods and should allow for an additional 10% in volume of the Goods ordered.

4. Delivery and Collections

• 4.1 The Supplier shall ensure that each delivery of the Goods is accompanied by a delivery note showing the date of the Order, the type and quantity of the Goods, any special storage instructions, and, if delivered by instalments, the outstanding balance remaining to be delivered.
• 4.2 The Supplier shall deliver the Goods to the location set out in the Order (Delivery Location) at any time after the Supplier notifies the Customer that the Goods are ready. The Customer shall collect the Goods within three Business Days of such notification.
• 4.3 Delivery is completed upon completion of unloading or loading of the Goods at the Delivery Location.
• 4.4 Any dates quoted for delivery are approximate only. Time for delivery is not of the essence. The Supplier shall not be liable for any delay caused by a Force Majeure Event or the Customer’s failure to provide adequate delivery instructions.
• 4.5 If the Supplier fails to deliver the Goods, its liability shall be limited to the costs of obtaining replacement Goods of similar description and quality in the cheapest market available, less the price of the Goods.
• 4.6 The Supplier shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the Customer’s failure to provide adequate delivery instructions.
• 4.7 If the Customer fails to take or accept delivery within three Business Days of notification that the Goods are ready, delivery shall be deemed completed at 9:00 am on the third Business Day, and the Supplier may store the Goods and charge the Customer for all related costs (including insurance).
• 4.8 If ten Business Days after notification the Customer has not taken delivery, the Supplier may resell or dispose of the Goods and account to the Customer for any excess, or charge for any shortfall, after deducting reasonable storage and selling costs.
• 4.9 If the Supplier delivers up to and including 5% more or less than the quantity ordered, the Customer may not reject them, but a pro rata adjustment shall be made to the invoice.
• 4.10 The Supplier may deliver the Goods by instalments, invoiced and paid for separately. Any delay or defect in an instalment shall not entitle the Customer to cancel any other instalment.
• 4.11 The Customer shall provide all reasonable assistance required by the Supplier to facilitate delivery, including free access and appropriate delivery facilities.

5. Returns

• 5.1 The Customer shall be entitled to return Goods within 10 working days of delivery, subject to the following conditions:
  • 5.1.1 A 25% restocking fee will be applied to any credit note raised as a result of a return.
  • 5.1.2 The Customer must return the Goods in the same resaleable condition in which they were delivered.
  • 5.1.3 The Customer shall be responsible for returning the Goods to the Supplier’s place of business at its own cost.
• 5.2 The Supplier shall issue a credit note for the value of the Goods, less the 25% restocking fee, following inspection of the returned Goods at the Supplier’s place of business.

6. Quality

• 6.1 The Supplier warrants that, on delivery, the Goods shall:
  • 6.1.1 Conform in all material respects with their description and any applicable Specification;
  • 6.1.2 Be free from material defects in design, material, and workmanship (except in the case of natural Goods, where defects or imperfections may be naturally occurring); and
  • 6.1.3 Be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
• 6.2 If the Customer gives notice in writing within a reasonable time of discovery that Goods do not comply with the warranty in clause 6.1, and the Supplier is given a reasonable opportunity to examine such Goods, the Supplier shall repair or replace the defective Goods, or refund the price in full.
• 6.3 The Supplier shall not be liable for failure to comply with clause 6.1 if: the Customer makes further use of the Goods after giving notice; the defect arises from failure to follow the Supplier’s instructions; the Customer alters or repairs the Goods without consent; the defect arises from fair wear and tear, wilful damage, or abnormal conditions; or the Customer has not complied with the Goods Guidelines.
• 6.4 The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
• 6.5 These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.

6A. Natural Stone Characteristics & Product Suitability

• 6A.1 The Customer acknowledges that natural stone is a naturally occurring material and that variations may occur, including in colour, shade, tone, veining, pattern, texture, grain, mineral content, fossil markings, pits, pores, fissures, inclusions, iron markings, and other naturally occurring features.
• 6A.2 Such natural characteristics and variations shall not constitute a defect or non-conformity, provided that the Goods otherwise comply with the applicable Specification.
• 6A.3 Natural stone may contain characteristics that become more or less apparent following cutting, polishing, cleaning, sealing, installation, exposure to weather, or normal use. The Supplier shall not be responsible for such characteristics where they arise naturally from the composition of the stone.
• 6A.4 The Customer shall inspect the Goods promptly upon delivery and, where reasonably practicable, before cutting, processing, or installation. The Customer shall ensure that the Goods are suitable for the intended application before installation.
• 6A.5 The Customer shall be responsible for determining the suitability of the Goods for the intended application, including suitability for the relevant location, climate, ground conditions, traffic levels, drainage requirements, and environmental conditions.
• 6A.6 Any information, recommendations, or Goods Guidelines provided by the Supplier are for general guidance only and shall not relieve the Customer, contractor, installer, or professional of responsibility for determining the suitability of the Goods for the particular application.
• 6A.7 The Supplier shall not be responsible for any damage, deterioration, staining, cracking, or other failure arising from incorrect handling, storage, installation, cleaning, maintenance, or use, or any failure to comply with the Goods Guidelines.
• 6A.8 The Customer shall ensure that the Goods are stored, handled, installed, cleaned, sealed, and maintained in accordance with the Goods Guidelines. Failure to comply may invalidate any applicable warranty.
• 6A.9 Where Goods are supplied in more than one batch, subsequent batches may differ in colour, shade, tone, veining, and other natural characteristics. The Supplier does not warrant that different batches will be an exact visual match.
• 6A.10 The Customer shall be responsible for ensuring that the Goods are appropriately mixed or blended from different packs or batches during installation to achieve the desired overall appearance.
• 6A.11 The Supplier shall not be liable for any claim arising solely from natural characteristics or variations in the Goods, including variations in colour, shade, veining, texture, or other naturally occurring characteristics.
• 6A.12 Nothing in this clause shall exclude or restrict any liability of the Supplier that cannot lawfully be excluded or restricted under applicable law.

7. Title and Risk

• 7.1 The risk in the Goods shall pass to the Customer on completion of delivery.
• 7.2 Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods and any other goods supplied for which payment has become due.
• 7.3 Until title passes, the Customer shall: store the Goods separately and keep them identifiable as the Supplier’s property; not remove or deface any identifying mark; maintain the Goods in satisfactory condition and keep them insured; and notify the Supplier immediately of any insolvency event.
• 7.4 The Customer may resell or use the Goods in the ordinary course of its business before the Supplier receives payment, acting as principal and not as the Supplier’s agent. Title shall pass immediately before any such resale.
• 7.5 If the Customer becomes subject to an insolvency event before title passes, the Customer’s right to resell or use the Goods ceases immediately and the Supplier may require delivery up or recover the Goods from the Customer’s premises.

8. Price and Payment

• 8.1 The price of the Goods shall be the price set out in the Price List.
• 8.2 The Supplier may increase the price of the Goods by giving notice up to 3 Business Days before delivery, to reflect increases in costs due to factors beyond the Supplier’s control, including foreign exchange fluctuations, taxes, duties, labour, or material costs.
• 8.3 The price excludes VAT (payable at the prevailing rate on receipt of a valid VAT invoice) and excludes packaging, insurance, and transport costs, which shall be invoiced separately.
• 8.4 The Supplier may invoice the Customer on or at any time after completion of delivery.
• 8.5 The Customer shall pay invoices in full and in cleared funds by the end of the month following the month in which the invoice was dated, unless otherwise agreed in writing.
• 8.6 If the Customer fails to pay by the due date, interest shall accrue at 5% per annum above the Reserve Bank of India base rate, accruing daily from the due date until actual payment.
• 8.7 The Customer shall pay all amounts due in full without set-off, counterclaim, deduction, or withholding (except as required by law).

9. Termination

• 9.1 The Supplier may terminate the Contract with immediate effect by written notice if: the Customer commits a material breach and fails to remedy it within 30 days; the Customer enters administration, liquidation, or an arrangement with creditors; the Customer ceases to carry on business; or the Customer’s financial position deteriorates such that its ability to fulfil obligations is jeopardised.
• 9.2 The Supplier may suspend provision of Goods if the Customer becomes subject to any event in clause 9.1 or the Supplier reasonably believes such an event is imminent.
• 9.3 The Supplier may terminate the Contract with immediate effect if the Customer fails to pay any amount due on the due date.
• 9.4 On termination, the Customer shall immediately pay all outstanding unpaid invoices and interest.
• 9.5 Termination shall not affect any rights or remedies accrued as of termination.
• 9.6 Any provision intended to come into force post-termination shall remain in full force and effect.

10. Intellectual Property Rights

The Customer acknowledges that all Intellectual Property rights in the Goods or any brand of the Supplier vest in the Supplier absolutely and that no rights are granted to the Customer by virtue of this Contract.

11. Limitation of Liability

• 11.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for: death or personal injury caused by its negligence; fraud or fraudulent misrepresentation; breach of the terms implied by section 12 of the Sale of Goods Act 1979; defective products under the Consumer Protection Act 1987; or any matter for which it would be unlawful to exclude or restrict liability.
• 11.2 Subject to clause 11.1: the Supplier shall not be liable for any loss of profit or any indirect or consequential loss; and the Supplier’s total liability for all other losses shall not exceed the price of the Goods.

12. Force Majeure

• 12.1 Neither party shall be in breach of the Contract nor liable for delay or failure to perform any obligations if such delay or failure results from an event beyond its reasonable control (Force Majeure Event).
• 12.2 The Supplier shall use all reasonable endeavours to mitigate the effect of a Force Majeure Event on its obligations.
• 12.3 If a Force Majeure Event prevents or delays the Supplier’s performance for over three months, the Customer may terminate the Contract immediately by written notice.

13. General

13.1 Assignment

• The Supplier may assign, transfer, mortgage, or charge its rights or obligations at any time. The Customer may not assign or transfer its rights or obligations without the prior written consent of the Supplier.

13.2 Confidentiality

• Each party shall not disclose any confidential information concerning the other party’s business, affairs, or customers during the Contract and for five years after termination, except to employees or as required by law, and shall not use such information for any purpose other than fulfilling obligations under this Contract.

13.3 Customer’s Customers

• The Supplier will have no responsibility or liability regarding any contractual arrangements between the Customer and its customers concerning the Goods. The Customer is responsible for ensuring that its customers are aware of the Supplier’s Goods Guidelines.

13.4 Entire Agreement

• This Contract is the entire agreement between the parties, superseding all previous agreements relating to its subject matter. Each party acknowledges that it has no remedies regarding any statement not expressly set out in this Agreement.

13.5 Variation

No variation of this Contract shall be effective unless in writing and signed by both parties.

13.6 Waiver

No failure to exercise any right under the Contract shall constitute a waiver of that or any other right or remedy.

13.7 Severance

If any provision of the Contract is invalid or unenforceable, it shall be modified to the minimum extent necessary or deleted without affecting the remaining provisions.

13.8 Notices

• Notices must be in writing and delivered to the registered office or principal place of business of the relevant party. A notice is deemed received if delivered personally, sent by pre-paid post, fax, or email as specified.

13.9 Third Party Rights

No one other than a party to this Contract shall have any right to enforce its terms.

13.10 Governing Law

This Contract shall be governed by the laws of India.

13.11 Jurisdiction

Each party agrees that the courts of Kota, Rajasthan, India shall have non-exclusive jurisdiction to settle any disputes arising out of or in connection with this Contract.