Global Material Handling System Integrators
 
 

Terms & Conditions

Website Terms of Use

All the material, text and/or images, contained in the Bastian Solutions, LLC (“Bastian Solutions”) website is the property of Bastian Solutions and is protected by various U.S. and international laws and treaties. No material from www.bastiansolutions.com or any website owned, operated, licensed or controlled by Bastian Solutions may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except that you may download one copy of the materials on any single computer for your personal, non-commercial home use only, provided you keep intact all copyright and other proprietary notices.

Modification of the materials or use of the materials for any other purpose is a violation of Bastian Solutions’ copyright and other proprietary rights. The use of any such material on any other website or networked computer environment is expressly prohibited.

All product brand names set forth below are trademarks of Bastian Solutions or Bastian Solutions’ subsidiaries. Except for the limited permission to use and distribute copies of the material contained in this website as expressly stated above, nothing contained herein shall be construed as granting any right or license to anyone under any patent, trademark, copyright or other intellectual property right of Bastian or Bastian Solutions’ subsidiaries.

Trademarks:  BASTIAN SOLUTIONS; BLUEHOUND; EXACTA; EXACTA MAESTRO; ULTRA; ZIPLINE

Unless otherwise specified, the materials in the site are presented solely for the purpose of promoting Bastian Solutions and its products in the United States. This site is controlled by Bastian Solutions, LLC from its Indianapolis, Indiana, USA offices. Bastian Solutions makes no representation that materials in the site are appropriate or available for use in other locations. Those who choose to access this site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable.

 

 


Customer Terms & Conditions

These terms & conditions and any documents referenced herein represent the entire agreement between the parties.  These terms and conditions supercede any previous oral or written representation including any Purchase Order, Quotation or other similar document.  Any modification to these terms must be agreed to, in writing, by both parties.  Delivery by Bastian Solutions to Customer of the materials shall constitute acceptance of both the materials and the terms and conditions herein unless expressly disclaimed in writing by both parties. Customer’s acceptance of this order shall be deemed acceptance of all of its terms.

  1. Delivery.  Delivery shall be FOB from the specified shipping point.
     
  2. Conformance.  All goods or materials are warranted by the manufacturer to the extent of the manufacturer’s express warranties to Bastian Solutions to be free from defects in material and workmanship under normal use and service.
     
  3. Inspection.  Bastian Solutions has the right to inspect, at any stage of manufacture or production, any goods or materials delivered. Customer agrees to inspect the goods/material upon delivery.
     
  4. Specifications.   Bastian Solutions reserves the right to make any changes to any drawings or specifications relating to any goods or materials being supplied to Customer.  In the event that such changes result in a change in the cost of goods ordered, the price of such goods shall be adjusted by mutual agreement.
     
  5. Payment.  Bastian Solutions has the right to apply any monies paid by Customer towards any outstanding sums which Customer or any of Customer’s affiliates owe to Bastian Solutions.  Payment by Customer of invoiced amount(s) shall be due fifteen (15) days from the order date. Bastian Solutions shall invoice Customer in arrears for all accepted modifications. The amount(s) owed are non-refundable, not subject to set-off and do not include any taxes, tariffs, duties or other governmental charges or expenses imposed in connection with this transaction. Orders over $5,000 paid via credit card will be charged a 3% handling fee where applicable.
     
  6. Late Payment.   Any payment or charge that is not paid when due, shall in addition to all other remedies available to Bastian Solutions, bear interest at a rate of one and one half (1½) percent (%) per month or the maximum rate permitted by law (whichever is less) for the number of days payment is delinquent.  Bastian Solutions may suspend or cancel performance if any payment is delinquent more than ten (10) days.  A reinstatement fee equal to the costs of mobilization plus any late payment shall be payable upfront in order to restart service after any such occurrence.  If Customer is more than ten (10) days late for payment, Bastian Solutions shall have the right to terminate. Termination fees may be assessed at Bastian Solutions’ sole discretion if Bastian Solutions terminates this order for late payment.
     
  7. Return Policy.  All sales are final.  We stand behind the products we sell. Your satisfaction with your purchase is extremely important to us. If you are unsatisfied with your purchase for any reason please contact us.
     
  8. Modification.  The functions and/or features provided by Bastian Solutions shall be determined by Bastian Solutions.  While Bastian Solutions may modify the goods or materials at its sole discretion, the goods or materials shall at all times provide the same core functionality specified by customer.
     
  9. Default Time is of the essence.  The occurrence of any of the following shall constitute a default: 1) non-payment or non-performance of any obligations; 2) any representation by customer which is untrue or misleading at the time it was made; 3) any substantial, uninsured loss, theft or damage to the equipment or materials while in the possession of the customer and not paid for.  Upon such event(s), Bastian Solutions shall have the right to terminate this order as a default, in Bastian Solutions’ sole discretion.
     
  10. Insolvency.  If Customer ceases to conduct business, becomes insolvent, is insecure, subject to a take-over, bankrupt (involuntary or voluntary), is part of an assignment, placed in receivership or other similar proceeding then this order may be terminated in Bastian Solutions’ sole discretion. Upon such termination, Customer shall immediately cease all use of any goods or materials not paid for and cooperate with Bastian Solutions so to return such goods or materials to Bastian Solutions. Which cooperation will include allowing Bastian Solutions to enter Customer’s premises on which the equipment or materials are located, in whole or part, and to remove same. Customer is to provide to Bastian Solutions prompt notice of the circumstances described herein. Bastian Solutions shall have all rights of recovery including but not limited to rights of self-help, lien or replevin. 
     
  11. Title.   Customer shall obtain title only to goods or materials paid for in whole.  Until Bastian Solutions receives payment, title will not pass to Customer.
     
  12. Warranties; Limitations.  The goods or materials supplied by Bastian Solutions are provided according to Customer’s specifications.  Any warranties, express or implied, including warranties of merchantability, fitness for a particular purpose are expressly disclaimed.  Neither party shall be liable to the other or to any third party under any contract, negligence, strict liability or other legal or equitable theory for (1) any loss of business; (2) any loss of goodwill; (3) any indirect, special, punitive, exemplary, incidental or consequential damages.  In no event shall any damages or liability be in excess of the total amount of this order.
     
  13. Customer’s Remedies. Upon receipt of such written notice by Bastian Solutions, Bastian Solutions will stop all work and this order will be terminated; however, Customer will be responsible for Bastian Solutions’ costs to date upon receipt of written notice of cancellation by Bastian Solutions upon which costs include allocated overhead and Bastian Solutions’ standard margin of profit. 
     
  14. Bastian Solutions’ Remedies. Should Customer be in default, Bastian Solutions shall have the right to terminate.  In such event, Bastian Solutions shall be entitled to either recover all amounts owed and/or to take possession of the goods or materials not paid for.  Should Bastian Solutions take possession, Bastian Solutions shall be entitled to collect the difference between its recovery and the amount(s) owed. Customer shall have no direct rights to resale. Bastian Solutions, at its sole option, may sue to recover monies owed, take possession of the goods or materials, place a lien on the property or other similar remedies. Bastian Solutions’ rights are cumulative and non-exclusive.  Bastian Solutions shall have the right to impose a termination fee. This fee will include allocated overhead costs, remaining amounts owed, Bastian Solutions’ standard margin of profit and any costs (including attorneys fees) to collect.
     
  15. Assignment. These terms & conditions shall be binding upon and inure to the benefit of the parties and their respective successors, transferees and assigns. Provided, however, any assignment shall be void unless written consent of the other party has been obtained.
     
  16. Force Majeure.  Bastian Solutions is not responsible for any delays, errors, acts, omissions, or interruptions caused by circumstances beyond either party’s reasonable control, including but not limited to: war, terrorism, natural disaster or act of God.  Should a force majeure event occur and last in excess of ninety (90) days, either party may terminate this agreement upon written notice with no penalty.
     
  17. Amendment. Any amendment to this Agreement must be in writing and signed by both parties.
     
  18. Notices.  Written notices required herein shall be sent to the address and person listed on the order and shall be deemed delivered upon mailing.
     
  19. Fees.  Each party is responsible for their own legal and accounting fees unless otherwise expressly provided for herein.
     
  20. Severability. If any provision of this order is held by a court of competent jurisdiction to be contrary to law or otherwise invalid, the remaining provisions shall remain in full force and effect.
     
  21. Party’s Relationship. Neither party’s a partner, joint venturer, or agent with the other party.
     
  22. Waiver.  The failure by a party to impose rights hereunder shall not act as a waiver of any subsequent rights.
     
  23. Solicitation.  Business Partner will not solicit to hire Bastian Solutions Solutions employees for a period of 12 months after date of completed work.
     
  24. Governing Law. This order shall be governed by and construed and interpreted by the substantive and procedural laws of the State of Indiana regardless of any choice of law provisions.  The parties agree to and consent to the subject matter and personal jurisdiction of the courts sitting in Marion County, Indiana.

 

 


Supplier Terms & Conditions

These Standard Terms and Conditions ("Standard Terms") apply to every Purchase of Services or Equipment from the person or entity identified as a "Vendor" in the attached Purchase Order by Bastian Solutions, LLC ("Bastian"), its affiliates, its subsidiaries, or licensees ("Affiliate Purchasers"). The term "Bastian" as used below means Bastian Solutions and/or its Affiliate Purchasers.

  1. Equipment.  “Equipment” includes all goods and services described in any Bastian Purchase Order with Vendor, and includes all packaging, instructions, warnings, warranties, and other materials and services normally included with the goods.
     
  2. Purchase Order.  Vendor may ship Equipment or perform services only against a written Bastian Purchase Order ("Purchase Order").  Shipment of Equipment, or commencement of services, in response to a Purchase Order is acceptance of the Purchase Order and of these Standard Terms.  Any proposal made by Vendor for additional or different terms and conditions, or any attempt by Vendor to vary the terms and conditions stated in the Purchase Order and these Standard Terms, is hereby rejected. The Purchase Order and these Standards Terms shall constitute the entire agreement between the parties with reference to its subject matter and shall not be amended without Bastian’s written consent.  The invalidity in whole or in part of any provision of this order shall not affect the validity or enforceability of any other of its provisions.
     
  3. Quality.  All articles sold, and materials and work applied hereunder shall be of good quality and free from any defects and shall at all times be subject to inspection and rejection; but neither Bastian’s inspection nor failure to inspect or reject shall relieve Vendor of any obligations hereunder.  Such inspection shall not exclude any warranties in respect to such Equipment.
     
  4. Rejection.  Bastian may, at its option and at any time, reject (or revoke acceptance of), and either return to the Vendor or hold at Vendor’s risk and expense, any Equipment, shipment, or portion thereof that is non-conforming, or that is shipped contrary to Bastian’s instructions, or that is in excess of the quantities covered by the Purchase Order, or that allegedly contains any defect or inadequate warnings or instructions, or allegedly violates any law, regulation, or court or administrative order, or allegedly infringes any patent, tradename, trademark, copyright or other right.  Payment of any invoice does not limit Bastian’s right to reject or revoke acceptance.  Vendor hereby assumes, and shall bear and pay, all risks and expenses of unpacking, examining, repacking, storing, holding and/or reshipping or returning any such Equipment and shall reimburse Bastian its net landed cost for such Equipment as shown on the books of Bastian.
     
  5. Samples.  Bastian may request samples for inspection and approval prior to manufacture or delivery.
     
  6. Documentation.  Vendor will be required to provide Bastian with all drawings, installation instructions, and maintenance manuals.  Hard copies shall be shipped along with Equipment.  Soft copies shall be sent to the Bastian project manager.
     
  7. Support.  A technical support representative will need to be assigned in case there are installation issues that come up during the project.  There is no foreseeable requirement for an onsite representative.  An onsite representative will be furnished by Vendor at no additional cost in the event of any major problems such as damage during shipment or incorrect specifications or defective manufacturing of Equipment that is discovered on site.
     
  8. Confidentiality.  Vendor will treat as Bastian’s confidential property and not use or disclose to others during or subsequent to the term of this agreement, except as is necessary in the performance of this agreement, any information regarding Bastian’s plans, programs, operations, or customers which may come within the knowledge of Vendor.  Vendor agrees that it will not publish, publicize or advertise the existence of this agreement or information regarding the end user of the Equipment without the express written consent of Bastian.
     
  9. Additional Work.  Additional work that will incur an additional charge to Bastian must be mutually approved by the Bastian and Vendor Project Managers in writing prior to starting the additional work.
     
  10. Commissioning.  If required, all commissioning, training and/or warranty work at Bastian’s customer’s facility will be done per Bastian’s customer requirements, including but not limited to off shift and/or weekends.
     
  11. Factory Acceptance Test.  Vendor shall provide for a factory acceptance test, if applicable, at Vendor’s expense, excluding Bastian’s travel expenses, prior to the acceptance of materials.  Acceptance of equipment does not relieve the Vendor of other obligations or responsibilities herein.
     
  12. Compliance with Law.  Equipment must comply with all governing laws, regulations and codes at the destination.
     
  13. Freight.  Unless otherwise set forth on the face of this Purchase Order, the freight terms will be Incoterms 2010, Delivery Duty Paid at destination.
     
  14. Packaging.  Vendor shall crate or package Equipment in a manner that protects the Equipment from damage or degradation due to shipping and environmental factors. Except as otherwise stated in the Purchase Order, sales of Equipment are on an "as delivered basis" and Vendor’s delivery of the Equipment will occur, and risk of loss will pass, only when, and to the extent, conforming Equipment has been received at the Ship To address in the Purchase Order and a Bastian employee or authorized agent has signed the bill of lading or other shipping document acknowledging receipt.
     
  15. Complete Equipment.  Vendor shall provide all of the required labor and tools to design and manufacture the Equipment.
     
  16. Payment.  Unless otherwise agreed in writing, Bastian shall not be obligated to pay any invoice until 30 days after delivery is completed, or services are completed.
     
  17. Sub-Contractors.  No Sub-Contractors may be used in the performance of this contract without the written permission of Bastian’s Project Manager.
     
  18. Delays.  Any delays in delivery must be immediately communicated to Bastian’s Project Manager.
     
  19. Costs.  Bastian reserves the right to withhold or back charge for any and all costs attributed to the correction of any defects in purchased Equipment.
     
  20. Schedule.  If Vendor fails to provide the required Equipment or services or show progress in accordance with the schedule, Bastian will immediately notify Vendor in writing.  If Vendor fails to provide a mutually acceptable resolution within 2 business days of notification, Bastian will have the right to hire additional qualified resources to resolve the discrepancy.  All additional costs to Bastian will be deducted from the original amount of this contract.
     
  21. Liquidated Damages.  If this Purchase Order includes installation, and Vendor fails to meet the agreed to field acceptance dates, Vendor is subject to damages in an amount equal to the amount assessed by the end user against Bastian.  Moreover, Bastian shall have the right to hire additional qualified resources to resolve the discrepancy.  All additional costs to Bastian will be deducted from the original amount of this Purchase Order.
     
  22. Suspension.  Bastian shall have the right to request a hold on shipment on any materials not already shipped for a period not exceeding 45 days from the initial date of shipment.  During such a request, Vendor shall store Equipment in a manner that preserves its quality and prevents corrosion or damage.
     
  23. Shipments.  All shipments should be coordinated through Bastian’s Project Manager.  Equipment shipped in advance of delivery schedules may be rejected and returned at Vendor’s expense. Vendor shall comply with all billing, payment and document instructions from Bastian. On the date any Equipment is shipped, Vendor shall notify Bastian by electronic mail of the method of shipment and date and time of delivery to the site.
     
  24. Invoices.  Vendor will submit invoices within 30 days from completion of work and/or acceptance or be subject to withdrawal and cancellation.
     
  25. Cancellation.  Bastian may cancel this order at any time, upon giving notice in writing.  An equitable adjustment in price and/or delivery schedule will be negotiated for materials completed or in process at the time of the cancellation.
     
  26. Exclusivity.  Vendor agrees not to accept a purchase order from Bastian’s end customer which is related to the same project for which the Equipment hereunder are to be used.  All requests for Equipment and services made by Bastian’s end customer shall be directed to Bastian.
     
  27. Bankruptcy.  In the event of any proceedings in bankruptcy or insolvency by or against Vendor, or in the event of the appointment (with or without Vendor’s consent) of an assignee for the benefit of creditors, or of a receiver, Bastian may cancel this order for default.
     
  28. Warranties.  In addition to all other warranties expressed or implied in law, Vendor warrants that the Equipment and their packaging delivered hereunder will conform to all applicable specifications, drawings, samples, symbols or other descriptions furnished by Bastian and will be merchantable, of good material and workmanship, free from defects and sufficient for the particular purpose intended.  Unless otherwise specified in this Purchase Order, the Equipment shall be new and not used or reconditioned.  Vendor further warrants that Equipment delivered hereunder will be free and clear of all security interests, liens, charges, restrictions or encumbrances whatsoever and that Vendor will convey to Bastian good and marketable title to the Equipment. Warranties hereunder shall survive acceptance and run to Bastian its successors assigns and users of the Equipment.
     
  29. Indemnity.  Vendor shall defend, hold harmless, and indemnify Bastian from and against any and all claims, actions, liabilities, losses, fines, penalties, costs and expenses (including attorney’s fees) arising out of:
    1. Any actual or alleged death of or injury to any person, damage to any property, or any other damage or loss, by whomsoever suffered, claimed to result in whole or in part from any actual or alleged defect in Equipment, whether latent or patent, including any alleged failure to provide adequate warnings or instructions,
    2. Any actual or alleged violation of any law, statute or ordinance or any administrative order, rule or regulation relating to the Equipment, or to its manufacture, shipment, labeling use or sale, or any failure to provide an MSDS or certification, or
    3. Any act, activity or omission of Vendor, including activities on the premises of Bastian or a customer and the use of any vehicle, equipment, fixture or material of Vendor in connection with any sale to or services for Bastian.
  30. Infringement.  It is anticipated that the Equipment will be possessed, used and/or sold by Bastian.  If by reason of any of these acts a claim or action is brought or threatened for infringement of any patent, trademark, trade name or copyright with regards to the Equipment, their manufacture or use, Vendor shall at its own expense defend, indemnify and hold Bastian harmless from any such claims or actions and any damages or expenses whatsoever resulting there from.
     
  31. Governing Law.  This Purchase Order and its terms and conditions shall be governed by and interpreted in accordance with the laws of the State of Indiana and all actions related to this Order shall be brought only in the courts having jurisdiction at the headquarters of Bastian.

 

 


Customer Terms & Conditions - India

Bastian Solution India Pvt. Ltd. (BSIPL)– T&C for Client PO’s

FOR USD / Euro / SEK /JPY Prices
  1. Price.   CIF Mumbai (Paid in US Dollars / Euro / SEK / JPY)
     
  2. Delivery Timeframe.   Refer to Project Timelines
     
  3. PO Placement.   On our Parent Company:

BASTIAN SOLUTIONS LLC
10585 N. Meridian St., 3rd Floor
Indianapolis, IN 46290
USA

  1. Import Duties & Customs Clearance.   Arranged by Buyer
     
  2. Insurance.   Included
     
  3. Packing charges.   As per the Costing Sheet
     
  4. Transportation.   Included till Port. During the course of local transit (Port to Site) the goods shall remain at the Buyer’s risk.
     
  5. Erection & Commissioning.   As per the Costing Sheet. If there is any delay from Customer end during E&C period. all the additional days will be chargeable.
     
  6. Payment.   50% Advance, 50% CAD with split as below:
  • 40% on dispatch against documents for each major shipment (Split Shipments to be Allowed)
  • 10% on Go-Live
  1. Validity.   Our offer is valid for 30 days from the date of the offer. Thereafter it is subject to our confirmation in writing.
     
  2. Scope of Supply.   Items will be supplied as per our quotation and specifications.
     
  3. Inspection.   All expenses for inspection by your personnel to your account.
     
  4. Price Escalation / New Duties.   We accept to supply the above equipment / item as per the prices quoted but reserves the right to demand escalation in the quoted prices under following conditions:  Unexpected / sudden market trends or statutory Govt. notifications.
     
  5. Work Not Included.   Civil work, hardware installation and any other work than those as mentioned in this offer/Drawing. All work relating to the application, negotiation and approval of municipal permits for proposed systems, if required, is outside the scope of BASTIAN mandate. ALL REQUIRED POWER (1 PHASE / 3 PHASE) & COMPRESSED AIR FOR E&C PERIOD & THERAFTER SHALL BE PROVIDED BY THE BUYER.
     
  6. Variation in the scope of work.   In the event of any additions and deletions, substitutions or omission to the scope of work mentioned in the offer, the value of our offer shall be enhanced or reduced by mutual negotiations. The payment shall be made in accordance with the terms of payment along with the mutually agreed delivery date.
     
  7. Cancellation.   Any order once placed cannot be cancelled or diverted due to any reasons under any circumstances and the advance paid is non-refundable.
     
  8. Demurrage.   Demurrage charges are to Buyer’s Account such as for equipment’s/items not lifted after the same is ready for dispatch at our supplier end / port / not unloaded in time.
     
  9. Liability.   As a manufacturer / integrator of equipment / item, BASTIAN responsibility and liability is limited to ordered equipment / item only. No indirect or direct loss or gain to buyer is a liability of BASTIAN.
     
  10. Warranty.   BASTIAN warrants the equipment and the work to be free from defects in materials and workmanship under normal use and service and when properly maintained by Buyer for a period of 12 months (4,200 hours of operation = 12 Hours Operation if its running 365 days / year) from date of delivery OR Eighteen Months (18 Months) from date of dispatch whichever is earlier.

BASTIAN shall not be responsible for normal wear, use of the equipment with corrosive or abrasive chemicals or in a corrosive or abrasive atmosphere, misuse or abuse of the equipment, damage due to loose product, or failure to perform normal maintenance as defined in the maintenance and user manuals.  If Buyer modifies the equipment in any material manner without BASTIAN prior written approval and the modification is directly related to a subsequent problem, the warranty will become null and void.

For any repairs / modifications / replacement to be undertaken during the warranty period, it’s buyer responsibility to send back the goods to BASTIAN with proper documentation.

For any part replaced the warranty would be residual term of 12 months or 3 months from replacement whichever is higher.

For consumable / wearable parts like O-Rings, Belts, Chain no free warranty replacement is provided.

Warranty is for only for products. If any man-day support is required for replacing the part it will be chargeable.

Customer should keep the minimum stock of spare parts for trouble free operations.

  1. Service Level Agreement during Warranty Period.   Our Standard Level of Support during Warranty Period is 48-72 hours. If you want 0-24 hours then Actual To & Fro Travel Cost by AIR / TRAIN / BUS as applicable will be billed to buyer.

Once the System is being used for production and there is an issue reported later, the following rules are applicable:

  • If the Issue is from BASTIAN's side "No Charges" will apply.
  • If the issue is from Buyer’s side (Changed Settings, Virus Issue, Corrupted PC, Migration to higher Operating System, disturbed sensors, unauthorized changes in Control Panel, modifications in the original system etc.) a Charge of Rs.7,500 per man-day will be billed to buyer
  1. AMC Post Guarantee incl. SLA’s.   The AMC Cost Post Guarantee Period would be 8% of the Hardware Install Cost (No Parts Covered). The SLA in this case would be 48-72 Hours from Issue Logging

For 24 Hours Support the AMC Cost Post Guarantee Period would be 10% of the Hardware Install Cost (No Parts Covered) + Actual Travel To & Fro Cost by AIR / TRAIN / BUS as applicable will be billed to Buyer

  1. Force Majeure Clause.   Force Majeure shall consist of any of the following events in so far as such events are beyond control of parties hereto: War, Blockade, Lockout, commotion, riot, sabotage, earthquake, tidal wave, typhoon, storm, fire, explosion, flood or condition of similar nature. Should any event or circumstances of force majeure arises which effects BASTIAN’s ability to perform its obligation, then the force delivery dates stipulated shall be extended by a period of time equal to the duration of said force majeure.

 

FOR INR Prices

  1. Price.   CIF Site
     
  2. Delivery Timeframe.   Refer to Project Timelines
     
  3. PO Placement.     M/S Bastian Solutions India Pvt. Ltd.

Salarpuria Magnificia Phoenix, No. 78,
1st floor, Tin Factory, Swamy Vivekananda Rd,
Dooravani Nagar, Bengaluru, 560016 (INDIA)
Ph: +91 80 41163412
www.bastiansolutions.com  
salesindia@bastiansolutions.com

  1. Taxes.   Currently 18% GST. Payable at Actual at Time of Dispatch.
     
  2. Other Local Taxes, if any (Octroi etc.).   Paid at Actual by Buyer.
     
  3. Transportation.   Included.
     
  4. Insurance.   Included.
     
  5. Packing charges.   As per the Costing Sheet.
     
  6. Erection & Commissioning.   As per the Costing Sheet. If there is any delay from Customer end during E&C period. all the additional days will be chargeable.
     
  7. Payment Terms (Material Supply).   50% Advance, 45% + Taxes & Duties against Proforma Invoice before dispatch, 5% after E&C Completion OR 1 month from dispatch date whichever is earlier. All Payments to be cleared within 15 days of receipt of correct Invoice. All Bank Charges are to buyers account.
     
  8. Payment Terms (E&C).   40% Advance before Mobilization of People at Site, 60% + Taxes & Duties within 1 month from Handover date to BUYER. All Payments to be cleared within 15 days of receipt of correct Invoice & Supporting Documents.
     
  9. Validity.   Our offer is valid for 30 days from the date of the offer. Thereafter it is subject to our confirmation in writing.
     
  10. Scope of Supply.   Items will be supplied as per our quotation and specifications.
     
  11. Control System Related.   The pricing for controls includes wiring from Field Devices to Field JB's. The buyer is responsible for providing the wires from Field JB's to Main Control Panel. The buyer also needs to provide Raw + UPS power to the Control Panels as required.
     
  12. Inspection.   All expenses for inspection by your personnel to your account.
     
  13. Price Escalation / New Duties.   We accept to supply the above equipment / item as per the prices quoted but reserves the right to demand escalation in the quoted prices under following conditions: Unexpected / sudden market trends or statutory Govt. notification.
     
  14. Work Not Included.   Civil work, hardware installation and any other work than those as mentioned in this offer/Drawing. All work relating to the application, negotiation and approval of municipal permits for proposed systems, if required, is outside the scope of BASTIAN mandate. ALL REQUIRED POWER (1 PHASE / 3 PHASE) & COMPRESSED AIR FOR E&C PERIOD & THERAFTER SHALL BE PROVIDED BY THE BUYER.
     
  15. Variation in the scope of work.   In the event of any additions and deletions, substitutions or omission to the scope of work mentioned in the offer, the value of our offer shall be enhanced or reduced by mutual negotiations. The payment shall be made in accordance with the terms of payment along with the mutually agreed delivery date.
     
  16. Cancellation.   Any order once placed cannot be cancelled or diverted due to any reasons under any circumstances and the advance paid is non-refundable.
     
  17. Demurrage.   Demurrage charges are to Buyer’s Account such as for equipment’s/items not lifted after the same is ready for dispatch at our end / not unloaded in time.
     
  18. Liability.   As a manufacturer / integrator of equipment / item, BASTIAN’s responsibility and liability is limited to ordered Equipment / item only. No indirect or direct loss or gain to buyer is a liability of BASTIAN.
     
  19. Arbitration.   All dispute or differences whatsoever arising between the parties out of relation to the construction, meaning and operation of effect of this contract or the breach thereof shall be settled by arbitration and the award made in pursuance there of shall be binding on the parties. All the disputes will be subject to Bangalore Jurisdiction.
     
  20. Warranty.   BASTIAN warrants the equipment and the work to be free from defects in materials and workmanship under normal use and service and when properly maintained by Buyer for a period of 12 months (4,200 hours of operation = 12 Hours Operation if its running 365 days / year) from date of delivery OR Eighteen Months (18 Months) from date of dispatch whichever is earlier.

BASTIAN shall not be responsible for normal wear, use of the equipment with corrosive or abrasive chemicals or in a corrosive or abrasive atmosphere, misuse or abuse of the equipment, damage due to loose product, or failure to perform normal maintenance as defined in the maintenance and user manuals.If Buyer modifies the equipment in any material manner without BASTIAN prior written approval and the modification is directly related to a subsequent problem, the warranty will become null and void.

For any repairs / modifications / replacement to be undertaken during the warranty period, it’s buyer responsibility to send back the goods to BASTIAN with proper documentation.

For any part replaced the warranty would be residual term of 12 months or 3 months from replacement whichever is higher.

For consumable / wearable parts like O-Rings, Belts, Chain no free warranty replacement is provided.

Warranty is for only for products. If any man-day support is required for replacing the part it will be chargeable.

Customer should keep the minimum stock of spare parts for trouble free operations.

  1. Service Level Agreement during Warranty Period.   Our Standard Level of Support during Warranty Period is 48-72 hours. If you want 0-24 hours then Actual To & Fro Travel Cost by AIR / TRAIN / BUS as applicable will be billed to buyer.

Once the System is being used for production and there is an issue reported later, the following rules are applicable:

  • If the Issue is from BASTIAN's side "No Charges" will apply.
  • If the issue is from Buyer’s side (Changed Settings, Virus Issue, Corrupted PC, Migration to higher Operating System, disturbed sensors, unauthorized changes in Control Panel, modifications in the original system etc.) a Charge of Rs.7,500 per man-day will be billed to buyer
  1. AMC Post Guarantee incl. SLA’s.   The AMC Cost Post Guarantee Period would be 8% of the Hardware Install Cost (No Parts Covered). The SLA in this case would be 48-72 Hours from Issue Logging.

For 24 Hours Support the AMC Cost Post Guarantee Period would be 10% of the Hardware Install Cost (No Parts Covered) + Actual Travel To & Fro Cost by AIR / TRAIN / BUS as applicable will be billed to Buyer.

  1. Force Majeure Clause.   Force Majeure shall consist of any of the following events in so far as such events are beyond control of parties hereto: War, Blockade, Lockout, commotion, riot, sabotage, earthquake, tidal wave, typhoon, storm, fire, explosion, flood or condition of similar nature. Should any event or circumstances of force majeure arises which effects BASTIAN’s ability to perform its obligation, then the force delivery dates stipulated shall be extended by a period of time equal to the duration of said force majeure.

 

 


Supplier Terms & Conditions - India

Bastian Solution India Pvt. Ltd. (BSIPL) – T&C for Vendor PO’s

  1. Acceptance.   Purchase Orders must be accepted in writing/e-mail by Seller. If for any reason Seller should fail to accept in writing, any conduct by Seller which recognizes the existence of a contract pertaining to the subject matter hereof shall constitute acceptance by Seller of this Contract, including all of its terms and conditions, any terms and conditions proposed in Seller’s acceptance of BSIPL’s Purchase Order.
     
  2. Acceptance of goods by BSIPL is subject to Inspection as to their conditions and suitability.
     
  3. Packaging.   Suitable packing has to be provided to prevent damages / leakages / theft etc.
     
  4. Tax Invoice.   Please Submit Tax Invoice in Duplicate strictly, Otherwise payment will not be made.
     
  5. Specifications.   The quantity, quality and specifications of the goods and the services shall be as specified in the order.
     
  6. Documentation.    Necessary / Suitable Technical Write-ups / Manual shall be provided.
     
  7. Quality.   Any Items supplied should be able to get serviced with Spares Parts and Support for minimum 7 Years. If products are nearing their end of cycles, it should not be supplied.
     
  8. Supply of defective / Inferior Quality / Excess Material or Rejected material should be collected from our Works / Office within 7 days from the intimation at your cost.
     
  9. The Suppliers are liable for defect of the goods or the performance for the duration of the Guarantee and the supplier is responsible for the defective parts and should replace the same on our project sites without any additional charges.
     
  10. Prices, Invoicing and Payment.   The prices and terms stated on the Purchase Order and stated herein apply to all shipments/services made hereunder. Invoice should give break up of basic price and any duties & taxes, like GST / other tax etc. All applicable duties & taxes must be indicated separately on the invoice.
     
  11. Unless otherwise provided elsewhere in the Purchase Agreement, prices are:

(i) stated in INR (Indian Rupees); (ii) not subject to increase for the duration of the Purchase Agreement; and (iii) No extra charges of any kind will be allowed unless specifically agreed to by BSIPL in writing.

  1. Transportation; delivery.   (a) Delivery dates are firm and TIME IS OF THE ESSENCE WITH RESPECT TO DELIVERY. Seller will promptly notify BSIPL in writing if Seller anticipates difficulty in complying with a required delivery date and will use all commercially reasonable efforts to meet the required delivery date. BSIPL has no obligation to accept deliveries that are not made on the required delivery date. If Seller fails to meet a required delivery date, BSIPL may, without prejudice, procure replacement products or services. Seller will be responsible for all costs incurred by BSIPL as a result of early or late deliveries. If Seller has to use premium freight, Seller will notify BSIPL in writing of the type and monetary value of the premium freight used (for BSIPL’s records).

    (b) Unless otherwise provided elsewhere in the Purchase Agreement, delivery will occur, and title and risk of loss will transfer, when: (i) with respect to product not incorporated into services, upon delivery to and acceptance by, BSIPL and (ii) with respect to product incorporated into services, the completed services have been accepted by BSIPL.
     
  2. Inspection.   BSIPL may inspect and test all products and services and all materials, equipment and facilities utilized by Seller in producing products or providing services for BSIPL. Seller will maintain an inspection and testing system for the same that is acceptable to BSIPL and will keep records of all inspection and testing data and, with respect to products, for two (2) years after delivery. Unless otherwise agreed by BSIPL in writing, Seller will deliver to BSIPL a certificate of analysis as to specifications approved by BSIPL with respect to each product lot shipped.
     
  3. Invoices.   The Invoice must include “BASTIAN SOLUTIONS INDIA PRIVATE LIMITED” full order number and, if applicable, the seller’s/contractor’s delivery note number. Certificates of work completed, and any other records are to be submitted with the Invoice. Invoices must correspond to the information in the order in respect of the goods described, price, quality, the order of the items and item numbers. Invoices are to be sent to the billing address specified in the order.
     
  4. BSIPLs shall have no obligation to honor invoices for goods or services at any increased price unless such increase shall have been confirmed in writing by BSIPL to Seller/Contractor. All payments are made conditional upon acceptance by BSIPL of the goods/services called for under this Contract and shall be subject to adjustment for failure of Seller/Contractor to meet the requirements of this Contract.
     
  5. Payment.   Payment shall be made by our Finance & Accounts as per payment terms mentioned in purchase order and such payment be made preferably by electronic means wherever possible after receipt of goods/services and invoice unless invoicing and payment terms stipulated in the particular conditions of supply other than the terms set out. BSIPL’s payment term is 60 days from receipt of Seller’s/Contractor’s correct Invoice.
     
  6. Delivery.  The terms of delivery are stated on the Purchase Order. The obligation of Seller/Contractor to meet the delivery dates, specifications, and quantities, as set forth, is the essence of this Contract. Deliveries are to be made both in quantities and at the times specified in the Purchase Order, or if no such quantities or times are specified, unless written instruction.
     
  7. Late Delivery.   In case Seller fails to make the delivery on time specified in BSIPL’s order of all or any parts of goods/services (including the documentation), except in case of force majeure, BSIPL’s reserves the right to charge liquidated damages as per their standard LD Clause:0.5% per week to the maximum 5% of the order value. Odd days less than seven days should be counted as seven days. After a delay of five weeks the BSIPL shall be entitled to: --Cancel the order and claim to the Seller/Contractor for indemnity in case of Prejudice, recover from the Seller/Contractor any additional expenditure reasonably Incurred by the BSIPL in obtaining other goods/services in replacement of those not delivered by the seller/Contractor. Return to the Seller/Contractor at the Seller’s/Contractor’s risk and expense any of goods partially delivered but which cannot be used without the other undelivered part of goods.
     
  8. Quantity termination; order changes.  (a) BSIPL may, by written notice to Seller, terminate its purchase of any quantity of products or services (i) for convenience, (ii) if Seller fails to complete or deliver any part thereof when required, or (iii) if Seller is in breach of any material term of the Purchase Agreement, including, without limitation, any provision of Sections 7, 8 or 9, immediately prior to the delivery thereof. If terminating for convenience and Seller is unable to sell the products to any third party, BSIPL will pay Seller termination charges equal to the cost of materials and labor incurred (and not otherwise mitigated) on ordered products or services prior to the date of BSIPL's termination notice; provided Seller takes all steps reasonably necessary to mitigate such costs. Seller will notify BSIPL of the actual termination charges within thirty (30) days after termination. If termination is due to a failure of completion or delivery or breach of any material term of the Purchase Agreement, no termination charges will apply and BSIPL may procure substitute products or services and Seller will be liable to BSIPL for any excess costs incurred by BSIPL.                          

(b) Prior to shipment or completion, BSIPL may request changes with respect to the products or services to be provided, including, changes in method of shipping or packing, time or place of delivery and increases in delivered quantity. Seller will promptly notify BSIPL of any resulting increase or decrease in cost and BSIPL and Seller will agree on any price adjustment before implementing any change.

  1. Access and audit.  In order to assess Seller’s work quality and compliance with the Purchase Agreement, Seller will permit BSIPL reasonable access to (i) all locations where work is performed in connection with the products or services provided for in the Purchase Agreement, and (ii) Seller’s books and records relating to the Purchase Agreement.
     
  2. Indemnification.   Seller will fully defend, indemnify, hold harmless and reimburse BSIPL, its officers, directors, shareholders, affiliates, subsidiaries, employees, agents, customers and assigns from and against all claims, suits, actions, proceedings, damages, losses and expenses, including attorneys’ fees, arising out of, related to, or resulting from: (a) any breach of any representation, warranty, certification, covenant or agreement made by Seller in the Purchase Agreement; (b) any negligence or willful misconduct of Seller or its agents or subcontractors in connection with performance under the Purchase Agreement; (c) any litigation, proceeding or claim by any third party relating to the obligations of Seller under the Purchase Agreement; (d) any 4 violation of law by Seller, its employees, agents, affiliates, contractors or subcontractors and (e) Seller’s use, control, ownership, or operation of its business and facilities, except to the extent caused by the negligence of BSIPL. Seller agrees to include this Indemnification provision in any subcontracts issued hereunder.
     
  3. Confidential information; ownership of documents and materials.   (a) Seller will treat as confidential and not disclose any information received from BSIPL in connection with the Purchase Agreement to any person not authorized by BSIPL in writing to receive it. Seller will use such information only as necessary to fulfill its obligations under the Purchase Agreement. Upon termination of the Purchase Agreement, all such information will be returned to BSIPL, or at BSIPL's option, destroyed by Seller. Seller will not make any announcement or release any information concerning the Purchase Agreement to any other person or entity, including the press or any official body, except as required by law, unless prior written consent is obtained from BSIPL.

(b) All drawings, models, specifications and other documents and materials prepared by Seller specifically in connection with the products or services supplied under the Purchase Agreement will become BSIPL’s property and be delivered to BSIPL, as part of the consideration of this Purchase Agreement, upon (i) completion, abandonment or postponement of the services or delivery of the products required by the Purchase Agreement or (ii) termination of the Purchase Agreement. Seller hereby assigns any and all rights that it has in and to all such documents and materials to BSIPL.

(c) If a purchase order includes development services, such as the design of a unique product or modification of an existing Seller product, Seller grants to BSIPL and its affiliates a perpetual, worldwide, paid-up, royalty free, nonexclusive license, with the right to sublicense, to make, have made, use, offer to sell, sell, export, and import all inventions or other results of Seller’s development work that Seller conceives, develops, acquires, or reduces to practice in the course of performing work under the purchase order. Seller shall provide BSIPL all documentation, information and other materials, including, without limitation, all drawings, prints, specifications, data, instructions and manuals related to such inventions or other results of Seller’s development work, necessary for BSIPL to receive the full benefit of the license.

  1. Force majeure.    (a) Any non-performance or delay in performance of any obligation of Seller or BSIPL under the Purchase Agreement will be excused to the extent such failure or non-performance is caused by "Force Majeure." "Force Majeure" means any cause preventing performance of an obligation under the Purchase Agreement which is beyond the reasonable control of the Seller or BSIPL, and which, by the exercise of due diligence, could not be overcome, including without limitation, fire, flood, sabotage, shipwreck, embargo, explosion, accident, riot, acts of a governmental authority, and acts of God. In no event shall Seller's ability to sell products or services at a better price or Seller's economic hardship in buying raw materials necessary to manufacture products at a commercially reasonable price constitute Force Majeure. (b) If BSIPL or Seller is affected by Force Majeure, it will (i) promptly provide notice to the other party, explaining the full particulars and the expected duration of the Force Majeure and (ii) use its best efforts to remedy the interruption or delay if it is reasonably capable of being remedied. In the event of Force Majeure, deliveries or acceptance of deliveries of products or services which have been suspended will not be required to be made up on the resumption of performance and, to the extent not otherwise permitted under the Purchase Agreement, BSIPL will have the right to purchase products and services from other sources during the period of Force Majeure. If a Force Majeure extends for more than sixty (60) days, the Purchase Agreement may be terminated upon written notice by the party not declaring Force Majeure without any liability on its part. (c) If a Force Majeure compels Seller to allocate deliveries of products or services, Seller will make such allocation in a manner that ensures BSIPL at least the same proportion of the Seller’s total output as was purchased by BSIPL prior to the Force Majeure. Seller will use best efforts to source products or other items, at Seller’s expense, from its own or its affiliates' global operations or the market in order to meet BSIPL’s required delivery dates.
     
  2. Personal data protection.    (a) “Personal Data” includes any information relating to an identified or identifiable natural person; “BSIPL Personal Data” includes any Personal Data obtained by Seller from BSIPL, any Personal Data being Processed by Seller on behalf of BSIPL, and any Personal Data pertaining to any BSIPL personnel; and “Processing” includes any operation or set of operations performed upon Personal Data, such as collection, recording, organization, storage, adaptation or alteration, retrieval, accessing, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction. (b) Seller, including its staff, shall view and Process BSIPL Personal Data only on a need-to-know basis and only to the extent necessary to perform this Purchase Agreement or BSIPL’s further written instructions. (c) Seller agrees to keep BSIPL Personal Data confidential and not to disclose BSIPL Personal Data to third parties without prior express written consent from BSIPL. Seller further agrees to use technical and organizational measures, commensurate with the risk associated with a breach of such Data and in compliance with applicable data protection regulation(s), to ensure the security and confidentiality of BSIPL Personal Data in order to prevent, among other things, accidental, unauthorized or unlawful destruction, modification, disclosure, access or loss of such Data. Seller shall immediately inform BSIPL of any Security Breach, where “Security Breach” is defined as any event involving an actual, potential or threatened compromise of the security, confidentiality or integrity of BSIPL Personal Data, including but not limited to any unauthorized access or use, or any broader circumstances as defined in any applicable local law. Seller shall also provide BSIPL with a detailed description of the Security Breach, the type of data that was the subject of the Security Breach, the identity of each affected person, and any other information BSIPL may request concerning such affected persons and the details of the breach. Seller agrees to take action immediately, at its own expense, to investigate the Security Breach and to identify, prevent and mitigate the effects of any such Security Breach, and to carry out any recovery or other action (e.g., mailing statutory notices) necessary to remedy the Security Breach. The content of any filings, communications, notices, press releases, or reports related to any Security Breach (“Notices”) must first be approved by BSIPL prior to any publication or communication thereof to any third party. Seller shall pay for or reimburse BSIPL for all costs, losses and expenses relating to any Security Breach, including without limitation, the cost of Notices. (d) Seller shall comply with all applicable laws and regulation pertaining to Personal Data protection and will process employment data consistent with BSIPL’s employment data protection standards. In particular, where Personal Data is collected by the Seller from a data subject directly, Seller shall provide such data subject with the information required by applicable laws and regulation, permit access by the data subject to the Personal Data collected about him/her and, when necessary, obtain such data subject’s consent. (e) BSIPL reserves the right to conduct an on-site verification, with prior written notice, of Seller’s compliance with obligations relating to BSIPL Personal Data at any time, even after termination of this Agreement, and Seller agrees to provide access to all concerned facilities, equipment and records necessary to conduct such verification. 5 (f) Upon termination of this Purchase Agreement, for whatever reason, Seller shall stop the Processing of BSIPL Personal Data, unless instructed otherwise by BSIPL, and these undertakings shall remain in force until such time as Seller no longer possesses BSIPL Personal Data. (g) Seller understands and agrees that BSIPL may require Seller to provide certain Personal Data (“Seller Personal Data”) such as the name, address, telephone number, and e-mail address of Seller’s representatives in transactions, and that BSIPL and its affiliates and their contractors may store such data in databases located and accessible globally by their personnel and use it for purposes reasonably related to the performance of this Purchase Agreement, including but not limited to supplier and payment administration. Seller agrees that it will comply with all legal requirements associated with transferring any Seller Personal Data to BSIPL. BSIPL will be the “Controller” of this data for legal purposes, and agrees not to share Seller Personal Data beyond BSIPL, its affiliates and their contractors, and to use reasonable technical and organizational measures to ensure that Seller Personal Data is processed in conformity with applicable data protection laws. Seller may obtain a copy of the Seller Personal Data and submit updates and corrections to it by sending BSIPL a written notice.
  • “BSIPL” or “Company” shall mean the following entities Bastian Solutions India Pvt Ltd,. any entity formed or acquired under the laws of India:

 

Bastian Solutions India Pvt Ltd,.

Salarpuria Magnificia Phoenix, No. 78, 1st floor, Tin Factory, Swamy Vivekananda Rd,

Dooravani Nagar, Bengaluru, 560016 (INDIA)

Bastian Solutions India Pvt Ltd,.

#100/1, A Munireddy Layout 11th cross, Horamavu Main Road,Banasawadi,Bangalore-43

 

 

 

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