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Raxio is committed to transparent and responsible procurement practices. If you wish to become a Raxio supplier, please complete the onboarding questionnaire below. You can also access our Purchase Order Terms and Conditions in this section.
Raxio is committed to transparent and responsible procurement practices. If you wish to become a Raxio supplier, please complete the onboarding questionnaire below. You can also access our Purchase Order Terms and Conditions in this section.
1.1. The Purchase PO shall constitute the contract (“PO”).
1.2. The PO shall be in accordance with these Terms and Conditions.
1.3. No verbal agreement/s amending the terms of these Terms and Conditions in connection with the PO are valid unless both the Raxio (“ Purchaser ’) and the Supplier duly confirm them in writing.
2. Packing Goods processed and supplied by the PO must be properly packed and dispatched conforming to special instructions, if any, given for safe transport by road/rail/air/water to the specified destination. In case of dangerous goods, the Supplier shall submit details of packing and transportation plan to Purchaser for confirmation prior to shipment.
3.1. The prices governing the PO shall remain firm unless otherwise agreed to specifically in writing by the Purchaser and shall be inclusive of packing and free delivery at Purchaser’s warehouse/godown/works or any place specified in the PO.
3.2. For deliveries involving installation, commissioning or services the transfer of risk occurs on acceptance and for deliveries not involving installation or commissioning, the transfer of risk shall be upon receipt by the Purchaser at the designated place of receipt.
3.3. For pricing ex works or ex warehouse of the Supplier, transport shall in each case be at the lowest possible cost, insofar as the Purchaser has not requested a particular method of delivery. Any supplementary costs arising from non-conformity with the transport requirements shall be borne by the Supplier. Where the price is quoted free to the recipient, the Purchaser may also determine the method of transportation. Any supplementary costs arising from the need to meet the delivery deadline by way of expedited delivery shall be borne by the Supplier.
4.1. Delivery time is the essence of the PO and must be strictly adhered to. If the Supplier fails to deliver the goods in time, the Purchaser may, at its sole discretion: (a) treat the PO as cancelled at any time and recover any loss or damage from the Supplier; (b) purchase the goods order ed or any part thereof from other sources on the Supplier’s account , in which case, the Supplier shall be liable to pay the Purchaser not only the difference between the price at which such goods have been actually purchased and the price calculated at the rate set out in the PO, but also any other loss or damage the Purchaser may suffer; © without prejudice to above provision Purchaser may accept late delivery, subject to a deduction in payment of 1% of the total PO price for every week or part thereof of the delay, towards liquidated damages, subject to maximum deduction of 10% of the PO price.
4.2. For establishing the timeliness for deliveries involving installation, commissioning or rectification services, the relevant point in time shall be the date of acceptance. 5. Force Majeure
5.1. The Purchaser shall be under no liability for failure to accept the deliveries of goods, if such acts of failure are due to any act of God, fire, earthquake, floods, or any natural calamities or transportation embargoes, civil commotion, riots, violence, acts of terrorists, state enemies, or any other similar reasons or circumstances beyond the control of the Purchaser.
5.2. Such occurrences shall be informed in writing by the Supplier. 6. Examination/Rejection of Goods
6.1. All materials duly processed and supplied against the PO should conform to latest International Standards, it should be new, merchantable quality, fit for their intended purpose and should be in line with “Quality Assurance Plan”, if any, which must be approved in advance by the Purchaser. All such materials will be subject to inspection and approval by the Purchaser, either at the Supplier’s premises and/or at the place of delivery indicated by the Purchaser.
6.2. The Purchaser reserves the right to inspect the material at any stage during manufacture or supply and reject such portion thereof as may be found defective or not in conformity with the specification or not fit for their intended purpose without invalidating the remainder of the PO, if so desired by the Purchaser. All rejected material shall be removed by the Supplier at its own costs within 15 days after the date of rejection note / intimation / Challan posted by the Purchaser to the Supplier. In case of any failure due to any reasons to remove the goods/material the Purchaser shall have all rights to remove the defective materials/goods from the Purchaser’s/its customer’s premises and discard it.
6.3. The Purchaser under no circumstances will be liable or held accountable for any damage, loss, deterioration of the rejected materials/goods for discarding the material/goods, or for any value for it. The Purchaser shall also be entitled to charge an amount of 5% (of the value of rejected materials) per every week of the delay towards storage charges.
7.1. The said good/services processed and delivered by the Supplier shall be made of good quality bought out components/materials, as acceptable to the Purchaser and it should have standard/excellent workmanship and fit for their intended purpose.
7.2. The said goods/services delivered by the Supplier shall be identical to the sample specification given by the Supplier.
7.3. Where the said goods/services delivered by the Supplier to the Purchaser is according to sample as well as certain specification/description, if any, the said goods/services processed and delivered, shall match not only with the said sample, but also with the said specification/description.
7.4. If deficiency is identified before or during the transfer of risk or during the Guarantee Period set out in Clause 17 the Supplier must at its own expense and at the discretion of the Purchaser either repair the deficiency or provide re – performance of the Services or replacement of delivery. This provision also applies to delivery subject to inspection by sample test. The discretion of the Purchaser shall be exercised fairly and reasonably.
7.5. Should the Supplier fail to rectify (i. e. repair or replacement) any deficiency within a reasonable time period set by the Purchaser, the Purchaser is entitled to: cancel the PO in whole or in part without being subject to any liability for damages; or demand a reduction in price; or undertake itself any repair at the expense of the Supplier or re -performance of services or replacement of deliveries or arrange for such to be done; and claim damages in lieu of performance.
7.6. If the Supplier provides subsequent performance or repairs, the warranty periods set out in section 17 shall begin to run once again from the date of repair or replacement of the defective goods or services. — Page 2 — Purchase PO Terms & Conditions Page 2 of 7
8.1. The invoice s for supplies must be submitted duly bearing the Supplier’s sale tax registration numbers, supported by the required forms as specified in the PO and showing the description of material, quantity, Purchase PO no., HSN Code .
8.2. The invoice must be accompanied by the Supplier’s challan duty receipted by the Purchaser/consignee. Challan accompanying the goods/services should indicate the Purchase PO no. and date, gate pass number, date and value etc. wherever applicable.
9.1. The specific quantity order ed shall not be changed without the Purchaser’s written consent. Any loss or damage which the Purchaser may suffer on account of excess/short supply, if any will be to the Supplier’s account in full.
9.2. Quantum of allowable excess/short supplies shall be agreed in the PO.
9.3. However, the Purchaser reserves the right to vary the quantity up to +/-15% of the ordered quantity, without any price implication.
10.1. Payment of service/processing charges for goods delivered, provided they are not rejected by the Purchaser/consignee shall be made as per the terms stated in the PO. Payment falls due after the stipulated/agreed credit period from the date of receipt of materials or from the date of receipt of invoice s, whichever is later. Invoices should be submitted within 4 days from the date of delivery. The Purchaser shall at all point of time have all rights to deduct from any unpaid bills, debit notes falling due in case any goods/services are rejected online and/or any claims for deductions are raised on the Supplier.
10.2. In case a payment term is not included in the PO, then the standard Purchaser’s payment term shall be applied. Raxio’s standard payment term is 90 days net from the date of receipt of the invoice.
10.3. Insofar as the Supplier is required to provide material testing, test records or quality control documents or any other documentation, such shall be a part of the requirements of the completeness of the delivery or performance.
11. Ownership Save as otherwise provided in the PO, no right, title or interest shall be passed on to the Supplier by virtue of these presents, in the products/raw materials machines/tools/drawings etc., furnished by the Purchaser to the Supplier, for rendering the processing services. The Supplier shall, at no time, contest or challenge our said and exclusive rights, title and interest in the said products/raw materials/ machines/tools/drawings etc.
12. Encumbrance The Supplier shall not sell, assign, sub-let, pledge, hypothecate or otherwise encumber or suffer a lien upon or against the said product/raw materials/ machines tools/ drawings etc. and the Supplier shall undertake to abide by the same.
13. Trade mark /Brand Label/Copyrights/Packing All Intellectual Property rights, inter alia Trademarks /Brand Names/ Labels or Packing or other rights belonging to the Purchaser in relation to the processed goods/products shall remain the property of Purchaser and at no time during the currency of th e PO or after the termination thereof, the Supplier shall be entitled to claim any rights to or interest in any such Intellectual Property rights or other rights belonging to the Purchaser.
14.1. If for the contractual work/goods/services the Purchaser furnishes the Supplier with any drawings, dies, discs, documents etc. or these are made by the Supplier himself, the same shall be kept strictly confidential by the Supplier and shall be used by it only for the contractual work.
14.2. On demand by the Purchaser at any time or on completion of the contractual work, , the Purchaser’s drawings, dies etc. shall be returned forthwith by the Supplier to the Purchaser. The Supplier shall under no circumstances, allow the drawings, dies, etc. made for the contractual work to be used by a third party. The Supplier shall also not make supplies of the articles made with the help of these drawings, dies, etc. to any party other than the Purchaser.
15. Patents The Supplier shall indemnify and keep the Purchaser, its Director, Employee and respective customers indemnified against all losses or damages arising from any infringement of any patent in respect of any goods processed and supplied by the Supplier against th e PO. In addition, all litigation costs, if any, suffered by the Purchaser because of any patent suit shall be reimbursed to the Purchaser by the Supplier forthwith.
16. Guarantee The Supplier shall be bound to repair/replace free of cost any materials/goods/assets/services processed and supplied by him, which become defective due to faulty design, material or workmanship or any other reason within 18 months from the date of completion of final installation & commissioning or 24 months from the date of delivery whichever is earlier. In all such cases the to and fro m freight and insurance charges will be to the Supplier’s account.
17.1. The Purchaser reserves the right to cancel th e PO or any portion thereof if supplies do not conform to the specifications and/or if deliveries are not made as stipulated. The decision of the Purchaser as to whether the supplies conform to the specifications and, or deliveries are made as stipulated, shall be final and binding on the Supplier.
17.2. In addition, the Purchaser shall have the right to purchase/avail the goods/services order ed or any part thereof from other sources on the Supplier’s account, in which case the Supplier shall be liable to pay the Purchaser not only the difference between the price at which such goods have been actually purchased and the price calculated at the rate set out in the PO , but also any other loss or damage the Purchaser may suffer.
18. Duty to Verify Title/Duty to Inform It is essential that the products are delivered free of any third party rights. Thus, the Supplier is under a duty to verify title and inform the Purchaser of any possible conflicting industrial and intellectual property rights. Any breach of such duty is subject to the normal statutory limitation period.
19.Subcontracting to Third Parties Subcontracting/assigning to third parties shall not take place either in whole or in part without the prior written consent of the Purchaser, which the Purchaser may grant or deny as per its discretion and violation of same shall entitle the Purchaser to cancel the PO in whole or in part and claim damages.
20.1. Material provided by the Purchaser remains the property of the Purchaser and is to be stored, labelled and administered separately at no cost to the Purchaser. Their use is limited to the POs of the Purchaser only. — Page 3 — Purchase PO Terms & Conditions Page 3 of 7 The Supplier shall supply replacements in the event of reduction of value or loss, for which Supplier is responsible, even in the event of simple negligence. This also applies to the transfer of allocated material.
20.2. Any processing or transformation of the material shall take place for the Purchaser. The Purchaser shall immediately become owner of the new or transformed product. Should this be impossible for legal reasons, the Purchaser and Supplier hereby agree that the Purchaser shall always be the owner of the new product during the processing or transformation. The Supplier shall keep the new product safe for the Purchaser at no extra cost and in so doing exercise the duty of care of a merchant.
21. Termination In addition to other rights and remedies the Purchaser may have, the Purchaser may terminate the PO in case of breach of any of these Terms and Conditions by the Supplier. However, provided that Supplier’s breach is capable of remedy, Purchaser’s right to terminate is subject to the provision that such breach has not been remedied by the Supplier within a reasonable grace period set by the Purchaser. The Purchaser shall be entitled to terminate the PO by giving 30 days’ Notice to the Supplier in that behalf, without assigning any reason, therefore. All the obligations undertaken prior to such termination shall survive. After receipt of such a notice, the Supplier shall not process the said products and forthwith hand over all the machines/tools/drawings etc. which are in the Supplier’s custody, along with the product processed by the Supplier and remaining the Supplier’s custody. The Purchaser may at any time instruct the Supplier to suspend part or all of the supply and/or services of goods. During suspension the Supplier, without any cost to the Purchaser, shall protect, store and secure such part or all of the work or goods against any deterioration, loss or damage or other losses. All work so stopped shall be resumed by the Supplier based on a schedule to be mutually agreed upon between the Purchaser and the Supplier. It is further agreed between the parties that breach of the PO shall, at the option of the Purchase, constitute breach of the other PO/s with the Supplier , which will confer a right on the Purchaser to terminate the other PO/s also at the risk and cost of the Supplier.
22. Right of Entry The Purchaser shall have right to enter Supplier place of processing or any other premises at any time, with or without any prior intimation. It has also been agreed upon that in the event of failure on Suppliers’ part to process the said product as per Purchaser’s requirement for whatever reasons, the Supplier shall unconditionally allow the Purchaser to enter the premises to get the unfinished job completed either by the Purchaser or any other party at Suppliers’ end.
23.1. The Supplier shall use the machines/ tools/ drawings/ specifications etc. provided to the Supplier exclusively for processing the Purchaser’s products, and the same shall not be used by the Supplier for any other purpose.
23.2. The machines/tools/raw material etc. provided by the Purchaser to the Supplier shall remain in Supplier’s custody as a bailee and the Supplier shall forthwith return the said products/raw materials/machines/tools to the Purchaser on being so called upon by the Purchaser. On being unable to fulfil the contractual obligations envisaged herein, the Supplier shall not dispute the monetary value of the machines/tools/raw material etc. decided by the Purchaser and the Supplier hereby undertake unconditionally and irrevocably on demand without demur to pay the same to the Purchaser. The total amount determined by the Purchaser for the material lying with the Supplier shall be admitted by the Supplier as the dues payable by the Supplier to the Purchaser in terms of money.
23.3. Adherence to the various provisions under all the statutory legislations in respect of this Agreement including but not limited to the Legal Metrology Act & Rules shall be complied with by the Supplier.
23.4. In the event of any terms and conditions given by the Supplier are at variance with these terms and conditions, then these terms and condition shall prevail. However, if there is any valid contract subsisting between the parties then the agreed contractual terms and conditions will supersede the general terms of the PO, in event of any conflict or otherwise.
24.1. All disputes arising out of or in connection with the PO, including any question regarding its existence, validity or termination, shall, unless amicably settled between the parties, be finally settled by arbitration. The parties shall mutually agree and appoint a sole arbitrator. Notwithstanding what is stated above, if the parties cannot mutually agree on arbitrator within 4 (four) weeks from the date of invocation of arbitration, then the Arbitrator shall be appointed in accordance with rule of Arbitration and Conciliation Act 1996. The arbitration proceedings shall be conducted as per the Arbitration and Conciliation Act 1996, and any modifications thereto and re -enactments thereof. The seat of arbitration shall be based on the country where is located the Purchaser’s legal en tity issuing the PO . The language to be used in arbitration proceedings shall be English.
25. Applicable Law All sums payable by the Purchaser to the Supplier or by the Supplier to the Purchaser under t he PO shall be due and payable at the Purchaser’s office. Th e PO shall be governed by and construed in accordance with the laws of the country where Purchaser’s le gal entity issuing the PO is located.
26. Inability to Pay/Insolvency of the Supplier Should the Supplier cease to make payments, or if an interim insolvency administrator is appointed or if insolvency proceedings are commenced in relation to the assets of the Supplier, the Purchaser may terminate the PO and/or any purchase POs issued thereunder. In the event of termination, the Purchaser may continue to utilize existing facilities, deliveries or services already performed by the Supplier in exchange for reasonable payment.
27. Service POs It is agreed by and between the parties that in the event of the job being a service contract, these Terms and Conditions shall be applicable to the same mutatis mutandis. Service level agreements, if applicable, will be as specifically mentioned in the body of the Purchase PO.
28.1. The Supplier is obliged to comply with Purchaser’s Code of Coduct.
28.2. The Supplier is obliged to comply with the applicable legal systems in force. In particular, the Supplier will not engage, actively or passively, nor directly or indirectly in any form of bribery, in any violation of basic human rights of employees or any child labour. Moreover, the Supplier will take responsibility for the health & safety of its employees. The Supplier will act in accordance with the applicable environmental laws and will use best efforts to promote the Code of Conduct among its Suppliers. The supplier should practice national and international competition laws and not to participate in price fixing, bid rigging with competitors. The supplier shall avoid conflict of interest that can influence business relationship and use of raw materials which directly or indirectly finance — Page 4 — Purchase PO Terms & Conditions Page 4 of 7 armed groups who violate human rights.
28.3. The Supplier shall provide the necessary organizational instructions and take measures, particularly with regard to the following security: premises security, packaging and transport, business partner, personnel and information – in PO to guarantee the security in the supply chain according to the requirements of respective internationally recognized initiatives. The Supplier shall protect the goods and services provided to the Purchaser’ customer or provided to third parties designated by the customer against unauthorized access and manipulation. The Supplier shall only deploy reliable personnel for those goods and services and shall obligate any sub -suppliers to take equivalent security measures.
28.4. In addition to other rights and remedies the Purchaser may have, the Purchaser may terminate the PO and/or any purchase PO issued thereunder in case of breach of these obligations by the Supplier. However, provided that Supplier’s breach of contract is capable of remedy, Purchaser’s right to terminate is subject to the proviso that such breach has not been remedied by the Supplier within a reasonable grace period set by the Purchaser.
29. Reservation Clause Purchaser’s obligation to fulfil the PO is subject to the proviso that the fulfilment is not prevented by any impediments arising out of national and international foreign trade and customs requirements or any embargos or other sanctions.
30.1. In the course of Purchaser’s dealings with Supplier, Purchaser may collect personal information of the Supplier, its employees, directors and officers.
30.2. The Purchaser may disclose and transfer personal information of the Supplier, its employees, directors and officers to regulators and to its customers, suppliers, contractors, employees, service providers and affiliated companies. Supplier, its employees, directors and officers may access and seek correction of personal information held by Purchaser about them upon written request.
30.3. The purpose of such data collection, use, disclosure and transfer of such personal information is to enable the Purchaser to comply with the law and to conduct its business including without limitation supply of equipment and services to its customers; processing the purchaser PO; making payments; maintaining and analyzing its vendor data base; and to perform credit, compliance and other checks.
30.4. Supplier consents to the Purchaser collecting, using, disclosing and transferring such personal information as outlined above.
31.1. Compliance with Laws
31.2. The Supplier shall comply with all applicable anti -bribery and anti -corruption laws, including but not limited to: • African Union Convention on Preventing and Combating Corruption • United Nations Convention Against Corruption (UNCAC) • OECD Anti -Bribery Convention • UK Bribery Act 2010 • U.S. Foreign Corrupt Practices Act (FCPA) Relevant national laws such as: o Nigeria’s Corrupt Practices and Other Related Offences Act o South Africa’s Prevention and Combating of Corrupt Activities Act o Kenya’s Bribery Act 2016
31.3. Prohibited Conduct The Supplier shall not, directly or indirectly, offer, promise, give, request, agree to receive, or accept any bribe, kickback, facilitation payment, or other improper advantage in connection with this Purchase Order. 31.4. Internal Controls The Supplier shall maintain and enforce adequate anti – bribery policies, training, and reporting
