Best Solar Company in Goa | Rayforce Greentech

INDIVIDUAL (Non- Exclusive) “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” AGREEMENT

Rayforce Greentech Private Limited, a company incorporated in India WHEREAS Company is currently engaged in, among other things, the business of manufacturing, importing and distributing the “RGPL E- STAR SERIES, 5G SERIES & OTHER BRAND NAMES” branded products which include SOLAR POWERED Product(s) and related product(s) for Cool & Warm Storage cum selling vending solutions, and may extend its business activities to such other applications and products as Company may from time to time determine (“Products”). Company sells Products to “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” and retailers for resale. WHEREAS “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” desires to undertake the business of the sale and marketing of Products and providing service to the customers of Company and has therefore approached the Company “RAYFORCE GREENTECH (P) Ltd. Goa.” “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” desire that “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” purchase Products from Company for resale, upon the terms and conditions set forth in this Agreement.NOW, THEREFORE, in consideration of the premises, covenants and undertakings contained herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Company and “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” agree as follows:

Appointment
Company appoints “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” and “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” accepts such appointment, as a non-exclusive “”“DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” of the Products in the Territory as defined in Clause 2 below subject to the terms and conditions described herein. This appointment is non-transferable. “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” understands and acknowledges that he/she does not have any exclusive right to promote, market, sell or solicit sales of Products in the Territory.
Territory
“DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” is authorized by Company to stock, sell, advertise and promote the sale and use of the Products in , INDIA (“Territory”). Additions of any geographical areas to the Territory are subject to the prior written consent of Company.
Scope
This Agreement consists of pages 1 through 13, including Schedule 1 which is incorporated into and made part of this Agreement. Company’s Terms and Conditions of Sales also forms part of this Agreement.
Company's Responsibilities: During this Agreement, Company shall:
1. Sell Products to “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” for resale.
2. Use reasonable efforts to supply Products ordered by “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” in the quantities and at the times requested by “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN”.
3. Provide advertising, promotional, education and training support to the extent (if any) to be provided to “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” in accordance with the Classification Program and based on “DEALER’s Classification (as such terms are defined in Section 14.7.1 below).
Initial Investment
“DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” has committed himself/herself to an initial investment (Amount will be decided As per company management )as refundable (the security deposit will be treated as interest free deposit and refundable(the amount for repayment with accordance to the settlement of Dues to the Company from the “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” directly or third parties ) after 90days upon termination of this agreement) , “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” shall invest this sum within ON the signing of this Agreement to purchase Products from Company in the quantities and at the prices to be determined by Company at the time of purchase.
“DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” Responsibilities. During this Agreement, “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” shall:
1. Use his/her best efforts to sell and promote the sale and use of Products in the Territory, and to fulfill the annual sales target of min 1Cr (INR) p.a.as per the terms of this Agreement.
2. Order and maintain an inventory of Products sufficient to anticipate and meet the normal needs of customers.
3. Stock Reporting – Provide an inventory list of Products held by “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN”, showing quantity per line item. List is to be submitted on a monthly basis by monthly submission dates to be determined by Company.
4. Receive representatives of Company for inventory consultation and cooperation in connection with the promotion and sale of Products and for periodic audits to assess compliance with this Agreement.
5. At Company's request, provide point-of-sale (P. O. S.), inventory and sales information in the scope and format required by Company; cooperate with Company in meeting the needs of users of the Products; and cooperate with Company by notifying Company of any product liability or product defect claims and by providing such documentation as Company may request.
6. Provide, at “DEALER’s own cost and expense, all necessary resources including without limitation, an adequate number of sales personnel and the necessary infrastructure to promote, market, sell and solicit sales of Products and exhibit Products throughout the Territory. To determine whether “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” has fulfilled these requirements, Company will give primary consideration to: (i) the infrastructure and facilities deployed by “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” in marketing and selling Products in the Territory; (ii) “DEALER’s sales achievements in the Territory as compared to sales achieved by Company’s other “DEALER’s, and (ii) “DEALER’s action regarding improvements in his operations necessary to promote the sale of Products. For the avoidance of doubt, “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” shall not be deemed to have fulfilled the resources requirements in the event “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” fails to provide, as a minimum, the same level of manpower and infrastructure as set out in the Application Form. Employ such employees at such compensation and on such other conditions as “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” sees fit. Any contract of employment between “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” and his/her employees shall make it clear that such employees are exclusively the employees of “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN”, are to be paid solely by “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” and that in employing the employees, “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” is acting individually and not on behalf of Company. Remain liable to deduct and deposit the tax at source under the Income Tax Act 1961 and to comply with all other related statutory compliance in relation to his operations for performance of his obligations under this Agreement.
7. Maintain suitable places of business.
8. Comply with the rules and regulations furnished to “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” by Company regarding the use of any Trade Names (as defined below) and properly identify its relationship with Company.
9. Notify Company immediately after becoming aware of any pirating, infringement or misrepresentation of Products.
10. Become informed on how Products are used in the Territory and promptly report to Company all accidents involving Products which result in personal injury or property damage.
11. Perform those additional requirements and obligations imposed on him/her in accordance with the Classification Program, including those based on “DEALER’s Classification thereunder.
Certain Terms and Conditions of Sale to “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN”; Credit Terms.
1. Sales of Products to “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” shall be made at prices as Company may establish for “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” from time to time in accordance with “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” Price List or any Contract Price Program.
2. Sales of Products under this Agreement will subject to Company’s Terms and Conditions of Sale which form part of this Agreement. Company will not be responsible for any claim asserted against Company because “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” gave different terms and conditions of sale from Company’s (including limitations on Company’s liability contained in this Agreement). “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” shall indemnify and defend Company against such claims.
3. “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” shall not resell any Product to customers at a price above the maximum retail price of the Product which is to be determined by Company from time to time. Nevertheless, “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” may resell Products at prices below the respective maximum retail prices up to such limits as Company may from time to time determine.
4. In its discretion, Company may establish a credit line for “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” which “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” may only draw on by purchasing Products from Company from time to time on credit. The aggregate outstanding principal balance of such purchases will at no time exceed the amount of such credit line, which amount is subject to change or withdrawal in Company's discretion. Notwithstanding any credit line, it is understood and agreed that all Product purchases by “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” are subject to and payable according to the payment terms as Company may establish for “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” from time to time in its discretion. “DEALER’s Classification will determine his/her eligibility, if any, for any prompt payment discounts in accordance with the Classification Program. Late payments shall bear interest, both before and after judgment until payment in full; provided, however, that in no event shall Company charge interest higher than the maximum rate allowed by law. “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” shall pay Company all expenses (including attorneys' fees) incurred by Company in collecting any amounts that are past due by “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” to Company. Company may withhold delivery of Products to “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” until “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” pays all past due amounts.
5. “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” will indemnify and defend Company against any claim asserted against Company arising out of “DEALER’s operations.
6. Company, without liability to “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” and without any obligation to notify “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN”, may discontinue or limit its production of any Product, terminate or limit deliveries of any Product, alter the design, materials or construction of any Product or add new products to its line.
7. Schedule 1 sets forth the circumstances in which Product returns are allowed and the requirements for such returns. “DEALER’s Classification will determine its eligibility, if any, for any additional inventory management privileges in accordance with the Classification Program.
Warranty
1. Per Company’s Terms and Conditions of Sale which forms part of this Agreement.
Term and Termination.
This Agreement will begin on the date Company signs this Agreement and will continue for a maximum of 12 months unless either party terminates (or automatic termination) as provided below:
1. By the mutual written consent of the parties;
2. By Company, upon one (1) days’ notice in writing, by facsimile, certified mail, or personal delivery, if
  1. “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” attempts to assign this Agreement without Company's prior written consent, or
  2. there is a change in the control or management of the “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN”operation which is unacceptable to Company; or
  3. in the opinion of Company, “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” becomes incapable of performing his duties or obligations under this Agreement, or
  4. “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” stops conducting business in the normal course, or
  5. “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” breaches this Agreement or acts in any manner deemed by Company to be detrimental to the best interest of Company, or
  6. any information provided by “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” in the Application Form/and or is found to be wrong or incorrect;
3. Termination Due to Non-Performance and/or Breach of Terms If this agreement is terminated due to non-performance and/or breach of terms by the Middleman, including but not limited to a DEALER, C&F AGENT, STOCKIST, DISTRIBUTOR, CHANNEL PARTNER, BUSINESS ASSOCIATE, OR ANY OTHER MIDDLEMAN, and it is established that the said party entered into the agreement not with a genuine intention of conducting business as per the agreed terms, but rather to:
  1. Gain unauthorized access to the company’s business development strategies, trade secrets, or proprietary operational methods;
  2. Acquire training, technical knowledge, or market insights without the intent to utilize them for the agreed commercial purpose;
  3. Obtain confidential information about the company’s suppliers, pricing models, clientele, or internal processes for personal or competitive advantage; or
  4. Exploit the agreement for personal benefit without making reasonable efforts to fulfill contractual obligations, such as sales targets, marketing commitments, or service deliverables. Then, the company shall have the absolute right to forfeit any amount paid by the Middleman towards stock procurement, material purchase, or security deposit, up to a maximum of ₹5,00,000/- (Rupees Five Lakhs Only). Such forfeiture shall be deemed reasonable compensation for: Financial risk exposure,Intellectual property disclosure,Training expenses, and Strategic investments made by the company in engaging with the Middleman. The Middleman shall have no legal claim for a refund, damages, or any form of compensation in this regard. This clause shall be enforceable as per the provisions of: The Indian Contract Act, 1872, The Competition Act, 2002, and Other applicable laws governing business transactions, fair trade practices, and contractual obligations in India.
4. Automatically and without notice, if “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” consents to the appointment of a receiver, trustee or liquidator of himself/herself, or over a substantial part of his/her property, or shall make a general assignment for the benefit of creditors or otherwise show evidence of insolvency, or a bankruptcy filing is made by or against “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN”; or
5. Notwithstanding the foregoing provisions and except as provided by applicable law, either party may terminate this Agreement with or without cause and solely for the convenience of the terminating party by giving thirty (30) days' notice of termination in writing to the other party.
Obligations Upon Termination.
1. Within thirty (30) days after termination by Company, Company may at its discretion repurchase from “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” at 50% of the net price paid by “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” or at Company's then current net price to “DEALER’s generally, whichever is lower, those Products (and only those Products) in “DEALER’s inventory which Company deems saleable. Saleable Products are standard Products that are in their original package or original put-up, with acceptable ratings, and when properly reprocessed can be resold, and are not obsolete, damaged, soiled, cut-to-length, special or custom built. Credit for the repurchased Products shall be subject to a 10% restocking charge. Repurchased Products shall be returned at “DEALER’s sole cost to such location(s) as Company may designate. Company shall have no obligation to repurchase Products from “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” if the termination is initiated by “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN”.
2. Upon termination, “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” shall stop using the Trade Names, shall remove any Trade Names from buildings or other property under “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” control, and shall insure the cessation of use and removal by all persons claiming to have received the right to such use from “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN”.
3. The acceptance of any order or the sale of any Products to “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” after the termination of this Agreement shall not be construed as a renewal or extension of this Agreement or as a waiver of termination. Such transactions will be on an order-to-order basis and will be governed by the terms of this Agreement.
4. Upon termination for any (or no) reason, Company shall not be liable to “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” for the loss of prospective profits on anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business or goodwill of “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” or otherwise. “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” waives any claim for such compensation under applicable laws because of or in connection with the termination of this Agreement.
5. Termination shall not release either party from the payment of any sum owing to the other or terminate any other “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” obligation (except for those listed in Section 6, whose performance is limited to the term of this Agreement) or “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” liability or any security interest or lien held by Company. Company may apply any amounts which are due or to become due by Company to “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” against any amounts which are due or to become due by “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” to Company.
Company Trade Names and Trademarks.
"Trade Names" shall mean the names or trademarks ‘”XYZ” and ‘”ABC” or any variation or abbreviation thereof, and all applications and registrations of such names or trademarks and any trademark, trade name, or service mark of which Company provides notice to “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN”. “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” shall not use the Trade Names as part of its trade name, trademark, company or firm name, nor shall he/she permit such use by any party. “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” shall not cause to be published any advertising or initiate any practice which might mislead or deceive the public or might be detrimental to the Trade Names or goodwill of Company. “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” agrees, upon request, to discontinue any advertising or practice deemed by Company to have such effect or any use of the Trade Names inconsistent with this Agreement. “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” shall make no use of the Trade Names in any other business of “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” and shall not use the Trade Names except as set out in this Agreement. Failure to comply with Company’s policy on Trade Names can result in immediate termination of this Agreement.
Other Terms and Conditions of Sale to “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN”
1. "Special Products" are those manufactured by Company in accordance with drawings, samples, or manufacturing specifications designated by “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN”. Company reserves the right to ship and/or bill 10% more or less than the exact quantity of Special Products ordered by “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN”. All Special Products must be accepted by “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” within 30 days of manufacture. After 30 days, Company may invoke a storage charge of 1% per month (12% per annum) on the purchase price of Special Products. Unless otherwise agreed by Company and “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN”, Company may retain as its own property any special molds, tools, dies or fixtures utilized in manufacturing Special Products. “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” agrees to indemnify and hold Company harmless from any and all damages, costs and expenses (including legal fees) relating to any claim arising from the design, distribution, manufacture or use of any Special Product or arising from a claim that such Special Product furnished to “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” by Company, or the use thereof, infringes any letters patent, foreign or domestic, and “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” agrees at his/her own expense to undertake the defense of any suit against Company brought upon such claim or claims.
2. “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” agrees to defend, indemnify and hold Company, its subsidiary and affiliate companies, and their agents, employees, directors, officers, servants and insurers, harmless from and against any and all losses, claims, demands, liabilities or causes of action of every kind and character, whether in contract or in tort, including claims of negligence or strict liability (including any action brought by any employee, agent or subcontractor of “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” for “DEALER’s failure to comply with Company's published instructions and specifications concerning the operation, use and maintenance of Products), in favor of any person or party for injury to or illness or death of any person or party, or for any property damage (including loss of income, profits, sales or "down time"), arising out of or incident to any Products furnished under this Agreement, except any loss, claim, demand or liability proven to be the result of the negligence of Company and not contributed to by the negligence of “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN”, his agents, employees, officers or directors or other third parties.
Sales Commissions and Sales Rebates.
1. On a case-by-case basis to the extent agreed by Company and “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” in advance, as full compensation to “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” for any associated services rendered by “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN”, Company shall pay or credit to “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” either commissions or sales rebates on Products which are directly sold and shipped by Company, on orders procured by “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN”, to customers (other than “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN”) in the Territory during the term of this Agreement. A commission would be at a mutually agreed percentage rate of net sales of such Products, or a sales rebate would be of a specific monetary amount, in any event as agreed in advance by Company and “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN”. Any commissions would be computed on the net sales price and excluding any and all discounts, allowances, rebates, packaging, forwarding, bonds, insurance, and freight or transportation allowances, sales, value added or other taxes, C.O.D. charges, interest, adjustments, returns, corrections, and the value of technical, construction, installation or like services, and other charges which may be included in Company's invoice to the customer.
2. Any commissions or sales rebates would be paid by Company on the last day of the month following the Date Company receives full payment of the relevant invoice from the customer. Company shall have the right to charge back to “DEALER’s account and/or collect from “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN”, and “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” shall have the obligation to pay to Company, the following: any commissions or sales rebates already credited or paid in connection with any and all accounts which, in the opinion of Company, are uncollectible; errors in commission or sales rebate statements or calculations; adjustments for returned goods and the like; any and all losses or damages, including but not limited to loss of bonds or guarantees, which Company may suffer as a result of the involvement of “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” in any particular sale or transaction; and, any amounts already credited or paid if it is determined, in the sole judgment of Company, that “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” was not entitled to such payment under the terms of this Agreement.
3. Company reserves the right to determine in its sole discretion the acceptability of any order, any provisions thereof, or any condition proposed by any customer and shall in no way be obligated to sell, bid, quote to, or negotiate with any customer. No order shall be binding on Company unless accepted by it in writing. “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” is not authorized to bind Company on any order. Company reserves the right for itself and its subsidiaries, divisions, affiliates and other “DEALERs or sales representatives to deal directly with any customer or prospective customer in the Territory without liability to “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” for the payment of commissions or sales rebates or damages for breach of this Agreement.
4. Any commissions or sales rebates paid by Company to “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” constitute a reasonable reimbursement for the services performed by “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” for Company in connection with the associated sales.
General Provisions.
1. Assignment.
  This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. ““DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” rights or obligations cannot be assigned or delegated without Company's prior written consent.
2. Relationship of Parties.
  The relationship of “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” and Company established under this Agreement is that of independent contractors and that of vendor and vendee. Nothing contained in this Agreement shall be construed to create a partnership, joint venture, or agency between “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” and Company or to give “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” the authority to act as the agent, legal representative, franchisee or employee of Company for any purpose whatsoever or to assume, create or incur any expense, liability or obligation for Company. “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” shall be solely responsible for all costs and expenses incurred by “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” in connection with performance of his/her obligations under this Agreement.
3. Limitations.
  IN NO EVENT SHALL COMPANY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES BY WHOMEVER INCURRED (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE), INCLUDING DAMAGES FOR LOST PROFITS, DATA, TIME, REVENUES OR THE LIKE, NOR, EXCEPT FOR COMPANY'S PATENT INDEMNITY OBLIGATIONS UNDER SECTION 12.2 ABOVE, SHALL COMPANY'S TOTAL LIABILITY FOR ANY CLAIMS OR DAMAGES (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE) ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT WITH RESPECT TO ANY PARTICULAR COMPANY PRODUCTS, OR THE MANUFACTURE, SALE, DELIVERY OR USE OF ANY PARTICULAR COMPANY PRODUCTS, EXCEED THE PURCHASE PRICE OF SUCH PRODUCTS. THIS CLAUSE SHALL SURVIVE BOTH FAILURE OF AN EXCLUSIVE REMEDY AND TERMINATION OR EXPIRATION OF THIS AGREEMENT.
4. Controlling Laws.
  This Agreement shall be governed by and construed in accordance with the laws of India. Arbitration clause will be applicable, Jurisdiction is subject to Vasco Goa, India. for any sales promotion proposed offer/ and or issued offer JURISDICTION AND VENUE “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” hereby submits to the jurisdiction of the Goa courts for the resolution of any dispute arising directly or indirectly from this Agreement. The exclusive venue of any action, proceeding or dispute resolution procedure arising directly or indirectly from this Agreement shall be in Goa, India. Company however reserves the right to initiate court proceedings against the Buyer at any other court of competent jurisdiction.
5. Dispute Resolution.
  If a dispute arising from or relating to this Agreement or the breach thereof (a "Dispute") is not settled by the parties within thirty (30) days after notice of the Dispute is first given by either party to the other, the parties agree to refer the Dispute to arbitration to a sole arbitrator appointed by Company in accordance with the provisions of the Arbitration and Conciliation Act, 1996 or other statutory modification or re-enactment thereof for the time being in force. The arbitration shall be conducted in Vasco - Goa, India. The arbitrator shall actively manage the arbitration to make it fair, expeditious, economical and less burdensome and adversarial than litigation, and the award rendered shall not include punitive damages. Any party may request a court to provide interim relief without waiving the agreement to arbitrate.
6. Failure to Enforce.
  The failure of either party to enforce any term, right or condition of this Agreement shall not be construed as a waiver of such term, right or condition.
7. Classification Program; Execution and Modification.
  1. Company may from time to time make available a “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” program ("Classification Program") under which Company assigns “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” a classification or category ("Classification"). Company will establish the terms and conditions of such Classification Program, including its specific requirements and benefits, and Company may modify or terminate such Classification Program (including its terms and conditions) to become effective thirty (30) days after it provides notice to “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN”. “DEALER’s participation in such Classification Program may be evidenced by its signing one or more separate agreements, such as a Memorandum of Understanding or MOU (such separate agreement(s), whether one or more, being the "MOU").
  2. This Agreement and (if any) the MOU constitute the entire agreement between the parties with respect to the subject matter, and supersede any previous or contemporaneous agreement with respect to the subject matter (including any previous “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” agreement). In the event of any conflict between this Agreement, on the one hand, and the MOU or the associated terms and conditions of the Classification Program, on the other hand, this Agreement shall control. All terms in any order or writing furnished by “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” shall be null and void, other than identification of the ordered Product, quantity and delivery location which shall constitute an order for such quantity of Products identified subject to acceptance under Section 4.2 and subject to the other terms of this Agreement. Any amendment or modification of this Agreement must be in a writing clearly identifying itself as an amendment to this Agreement and signed by Company's authorized representative. All sales of Products to “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” by Company shall be subject to this Agreement. This Agreement shall not become effective until signed by Company's authorized representative.
8. Direct Sales.
  Company reserves the right for itself and its affiliates to deal directly with any party in the Territory, and to appoint other “DEALER/C& F AGENT /STOCKIST/DISTRIBUTOR/CHANNEL PARTNER/BUSINESS ASSOCIATE/ANY MIDDLEMAN” who may sell within the Territory.
9. Severability.
  The provisions of this Agreement are severable. Should any court hold any provision of this Agreement to be unlawful, such holding shall not invalidate the entire Agreement. Rather, the unlawful clause shall be severed from this Agreement and the remaining provisions of this Agreement shall be enforced.
10. Certain References; Headings.
  References in this Agreement to "including" shall be deemed to mean "including without limitation". The section headings are for convenience only and are not to be used in interpreting this Agreement.

Scope and Acceptance of Terms: By purchasing any customized product, product, service, customized service, project, R&D product, or R&D service (hereinafter collectively referred to as "Products") from Rayforce Greentech Pvt. Ltd. (hereinafter referred to as "the Company"), you (hereinafter referred to as "the Buyer") agree to be bound by these Sales Terms and Conditions (hereinafter referred to as "Terms").
The Buyer automatically accepts and acknowledges these Terms upon making an advance or part payment, providing a written acknowledgment, issuing a written purchase order, or receiving written acknowledgment from the Company.

Definitions

Company: Rayforce Greentech Pvt. Ltd.
Products: All equipment, parts, accessories, and services offered for sale by the Company.
Buyer: The individual or entity purchasing the Products.
Collateral: The Products and any proceeds, including additions, replacements, or substitutions, that may be subject to a security interest by the Company until full payment is received.

Order of Precedence

All these Terms shall prevail over any differing or additional terms proposed by the Buyer. Submission of a purchase order or other communication by the Buyer shall be deemed an offer to contract on the basis of these Terms. The Company’s written acknowledgement of such an order constitutes acceptance on the Company’s terms only.

Price

Prices quoted are net and exclusive of additional fittings, adjustments, delivery, installation charges, and applicable taxes.

Prices are based on a Free on Board (FOB) basis from Goa (or another designated shipping point) and do not include transportation, rigging, transit insurance, or installation charges.

All taxes, fees, levies, or other charges imposed by any governmental authority (other than taxes on the Company’s net income) shall be borne by the Buyer.d. Any dispute relating to an invoice, estimate, or proforma invoice must be submitted in writing within three (3) days of receipt; failure to do so shall be deemed acceptance of the amounts stated.

Claims for Damage in Transit

The Company’s liability ceases once the Products are delivered to the carrier at the designated shipping point.

The Buyer must inspect the Products immediately upon delivery. Any visible damage or shortage must be noted on the shipping receipt and reported in writing to the Company within one (1) days of delivery.

Failure to make such a report shall be taken as confirmation that the Products were received in satisfactory condition, and any subsequent claim shall be deemed waived.

Delivery Dates

Delivery dates provided by the Company are estimates only and do not constitute a guaranteed delivery schedule.

Shipment of Products is subject to availability and the Company’s operational constraints.

The Company shall not be liable for delays or failures in shipment; the Buyer’s sole remedy for delay shall be cancellation of the order if the delay exceeds ninety (90) days from the estimated delivery date.

Failure to Take Delivery

If the Buyer fails to accept delivery or delays acceptance of Products that have been shipped in conformity with these Terms, the Company may, at its discretion, treat such inaction as a repudiation of the contract.

In such cases, the Buyer shall be responsible for any costs incurred by the Company, including storage charges, transportation costs, loss of profits, legal fees, and any other expenses arising from such failure.

Force Majeure

The Company shall not be held liable for any delays or non-performance due to causes beyond its reasonable control, including but not limited to accidents, natural disasters, labor disputes, shortages of materials, transportation difficulties, or governmental regulations.

During any period of force majeure, the Company may delay performance or cancel the contract without incurring liability.

Any additional costs arising from changes in government-imposed taxes, fees, or charges during the course of the project shall be borne by the Buyer. Failure to pay such additional amounts within the validity of the invoice may result in suspension or cancellation of the project.

Acceptance of Products

The Buyer shall be deemed to have accepted the Products upon the earliest of the following events:a. Delivery to the Buyer, if installation is not included in the purchase;b. Certification by the Company that installed Products conform to specifications (if installation is provided); orc. Any use of the Products or services by the Buyer.

Note: For on-grid systems, grid connectivity shall remain the Buyer’s responsibility unless otherwise agreed in writing by the Company.

Payment Terms

Payment for Products purchased on credit is due within seven (7) days from the shipment date, without any deductions or offsets.

Overdue amounts shall incur a service charge at the maximum interest rate permitted by law until paid.

The Buyer shall reimburse the Company for all costs incurred in collecting outstanding amounts, including legal fees and related disbursements.d. For RESCO model transactions, payments shall be made on a monthly basis unless stated otherwise.

Retention of Title and Lien

Title to the Products and any related collateral shall remain with the Company until full payment has been received.

The Company reserves the right to exercise a general lien over the Products held by the Buyer to secure any outstanding payments.

Payments received may be applied by the Company against any outstanding amounts on previous orders.

Return of Merchandise

Returns will not be accepted without prior written authorization from the Company.

Refunds, if applicable, will be processed only after the complete return of the merchandise to the Company’s warehouse, subject to inspection and deduction for any damages incurred.

Promotions, Discounts, Gifts, and Complimentary Items

Promotional items are for personal use only and cannot be resold.

Company reserves the right to modify, extend, or terminate promotions at its discretion.

No liability is assumed for losses arising from promotional offers.

Arbitration for promotional matters is subject to Goa, India.

General/Miscellaneous Terms

MNRE-compliant materials will be supplied subject to availability.

Company is not liable for government-induced delays.

Scope of work for on-grid projects is limited to installation and wiring; grid connectivity approval is the responsibility of the “Buyer”

The “Buyer” is responsible for managing local issues affecting project execution.

Limited Warranty

The Company warrants that the Products shall be free from defects in material and workmanship under normal use for a period of twelve (12) months from the shipment date, unless otherwise stated.

Upon notification of any defect, the Company may inspect the Product and, if the defect is covered by this warranty, elect to repair or replace the defective Product.

The warranty is conditional upon:

The Buyer maintaining, storing, and operating the Product in accordance with the Company’s instructions and industry best practices;

Timely payment of all invoices; and

Use of authorized service personnel for repairs.d. Specific products, including R&D or custom-made products and components with limited technical lifespans (e.g., electronics or solar panels), may be subject to separate warranty terms as specified by the Company.e. This warranty does not cover any consequential or incidental damages, nor any loss or damage due to misuse, unauthorized modifications, or repairs by non-authorized personnel.

Notices

All notices, approvals, requests, or other communications under these Terms must be in writing and delivered either by personal delivery, certified mail (with return receipt), or by an express delivery service.

Notices shall be deemed effective three (3) days after delivery to the Company’s office in Goa, or to such other address as designated in writing.

Dispute Resolution and Arbitration

Any dispute or difference arising in connection with these Terms shall be resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996.

The arbitration shall take place in Goa, India, and be conducted by a common arbitrator selected from a list of three names proposed by the Company.c. The arbitrator’s decision shall be final and binding on both parties.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of India, and where applicable, the laws of the State of Goa.

Jurisdiction and Venue

The Buyer hereby consents to the jurisdiction of the courts in Goa, India, for any disputes arising out of or in connection with these Terms.b. The Company reserves the right to initiate proceedings in any court of competent jurisdiction.

Entire Agreement

These Terms, along with any written confirmation or acknowledgment provided by the Company, constitute the entire agreement between the parties and supersede all prior agreements, representations, or understandings, whether written or oral.

Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of law, the remaining provisions shall continue in full force and effect.

Assignment

Neither party may assign or transfer any rights or obligations under these Terms without the prior written consent of the other party.b. The Company may, however, assign its rights or obligations to any of its affiliates, subsidiaries, or related entities without the Buyer’s consent.

Quotation & No Cancellation & Escalation Policy:

Quotation & Order Acceptance:

Any quotation provided by the Company is an invitation to submit a purchase order and does not constitute an offer to sell until confirmed in writing by the Company.
Once an order for the project and/or products is placed and accepted, cancellation by the Buyer is not permitted.

Acceptance of Sales Terms:

The Buyer’s payment of any advance amount shall be deemed as acceptance of the Company’s sales terms and conditions in full.

Customized Supplies & Breach of Contract:

As the project and/or products involve customized supplies and tailored solutions, any attempt to cancel the order after confirmation shall be considered a breach of contract by the “Buyer”.
In such cases, the company reserves the right to recover 100% of the costs incurred for customization, material procurement, labour, and administrative expenses.

Non-Refundable Advance & Cost Recovery:

Any advance payment made is non-refundable.

In the event of cancellation, the Buyer shall be liable for all costs incurred by the Company, including but not limited to: Raw materials, Work in progress, Vendor payments, Consultant fees ,Any other expenses incurred up to the cancellation date.

Escalation Clause:

In the event of:

Project delays caused by the “Buyer” including but not limited to delays in site access, permissions, or payments.
Increase in market prices of materials, equipment, or labor beyond the company's control.
Change in government taxes, duties, or levies after the order confirmation.

The company reserves the right to:

Revise the project and/or product cost accordingly.
Issue a separate invoice for the additional costs, which the Buyer must pay before project completion.

Additional Work Billing:

Additional Charges Applicable for Solar System Supply & Installation:

Civil & Structural Works – Includes any additional civil work such as foundation, trenching, grouting, or structural reinforcement of the rooftop/ground not part of the originally agreed scope. These are chargeable as per actuals based on site conditions and are considered a variation under Section 62 of the Indian Contract Act.
Additional Electrical Works – Charges shall apply for any extra length of AC/DC cabling, earthing pits beyond standard provision, or requirement for special electrical panels, breakers, synchronization systems, etc., not defined in the initial scope. This complies with the principle of implied terms based on technical necessity.
Fabrication Work – a. Any non-standard or custom site-specific fabrication for module mounting structures, frames, supports, or modification of existing civil/electrical/structural elements shall be treated as additional and shall be billed separately, as per standard industry practice and Section 70 b. Any civil work or fabrication will be treated as additional work and invoiced separately. In the event of order cancellation, the customer remains liable to pay for such work as per the separate invoice issued."

4.Transport & Handling – Transportation beyond the standard delivery zone, special handling, crane use, or local logistics costs not included in the estimate shall be billed at actuals.

6.Site Preparation – Site leveling, vegetation clearing, debris removal, or creation of approach access not included in the base scope is considered a buyer’s responsibility. If undertaken by the seller, it will be billed additionally.

7.Liaisoning & Approvals – Government/distribution company (DISCOM) approvals, net-metering, sanctioning, or any electrical inspection charges, unless specifically included in writing, shall be treated as extra cost borne by the buyer.

8.Optional Add-ons – Items such as battery backup systems, remote monitoring, CCTVs, fencing, data loggers, etc., if required by the buyer, shall be charged additionally.

9.Extended AMC or Warranty – Any Annual Maintenance Contract (AMC) or extended product/service warranty beyond the standard period (generally 1 year) shall be treated as an optional and chargeable service.

10.Taxes & Duties – Goods and Services Tax (GST), local body taxes, or any other statutory charges applicable at the time of billing, unless specifically marked “included,” shall be levied extra as per prevailing law.

11.Unlisted Work & Obligatory Payments – Any service, material supply, fabrication, modification, or execution activity not explicitly mentioned in the Estimate, Quotation, Sales Order, Proforma Invoice, Invoice, or Tax Invoice shall be treated as additional. A separate invoice shall be issued to the Buyer, which shall be considered a binding and obligatory payment under the Indian Contract Act, 1872 (Section 70), as the Buyer benefits from the services/materials provided on a non-gratuitous basis.

12.The solar system offered by the Seller is a customized supply as per the specific requirements and site conditions of the Buyer. Once the order is confirmed, the materials are procured or fabricated specifically for the Buyer’s site. Hence, the project is considered non-cancellable and non-refundable post order confirmation. All supply, installation, and associated services fall under the purview of a customized works contract, and any changes or additions will attract additional charges as applicable.

Additional Work in R&D & Customized Product Supply :-Any modifications, enhancements, technical redesigns, additional certifications, or extra efforts undertaken beyond the originally agreed scope shall be considered Additional Work. The Buyer agrees that such work, if requested or necessitated by project requirements, shall be billed separately. This includes changes in technical specifications, material quality, testing standards, or documentation. Charges shall be governed by mutually and invoiced as a binding obligation under Indian Contract Act, 1872

SITE ACCESS AND “Buyer”OBLIGATIONS

Site Preparation and AccessThe “buyer” shall ensure that all information provided is accurate and that it has secured both legal and physical possession of the Site. The “Buyer” shall be responsible for:Preparing and maintaining proper access roads to the Site;Acquiring all necessary rights-of-way and other access permissions; and Providing access to all areas reasonably required for the proper execution of this Agreement, including installation of the Power System.All such preparations and access must be in place on or before the Effective Date for system installation.

Ongoing Access and InspectionThe “Buyer” shall provide the Contractor and any designated officials—including those from the State Nodal Agency (SNA)—unrestricted access to the Site at all times during the entire operational life of the Power System. Such access is necessary for monitoring the progress of the Works and for conducting quality inspections during commissioning and after completion.
Obligations Not to InterfereThe “Buyer” must not interfere with, delay, or otherwise obstruct the Works. Furthermore, at its own cost, the “Buyer” shall:a. Secure, in a timely manner, all statutory declarations, certificates, way bills, and other documents required by the Contractor for transporting goods to the Site and for obtaining applicable tax or duty benefits; andb. Ensure that, together with the Contractor, a No Objection Certificate (NOC) is obtained promptly from the DISCOM or the appropriate competent authority.

ORDER CONFIRMATION, ADVANCE PAYMENTS, AND COMMISSIONING

Non-Cancellation of Customized OrdersFor any confirmed on-grid order or where an advance payment has been made for the customized Products, no cancellation or refund shall be permitted under any circumstances.
Commissioning ConditionsRayforce Greentech Pvt. Ltd reserves the right to deny commissioning of the plant if complete payment is not received from the Client within the specified timeframe as per the agreed payment terms.

PRODUCT SUPPLY AND COMPLIANCE

Standard Supply and CertificationThe Seller shall supply the ordered Products in accordance with the standard specifications. All supplied Products must adhere to the compliance certifications prescribed by the relevant competent authorities. At the time of supply, the Seller shall provide all necessary certificates, supportive documentation, and warranty certifications.

QUOTATIONS/ESTIMATES

Revocability of QuotationsRayforce Greentech Pvt. Ltd reserves the right to withdraw or modify any quotation or estimate issued at any time without prior notice to the Buyer.4.2 Formation of ContractAny quotation or estimate shall be considered merely an invitation to the Buyer to submit a purchase order. A binding contract for the purchase and sale of Products shall only be formed upon Rayforce Greentech Pvt. Ltd’s issuance of a written acknowledgment of the order.

PURCHASE ORDER TERMS AND CONDITIONS

The local Purchase order is subject to the following terms and conditions:

Definitions

Buyer: "Rayforce Greentech Private Limited, Goa, India" and its successors and assigns.
Seller: The party named in the Purchase Order (including legal successors in business) upon whom the order is placed by the Buyer.

Acknowledgment

Any acknowledgment of this order that varies from these terms and conditions will not be binding unless agreed upon in writing by an authorized representative of the Buyer.

Billing and Shipping

Goods must be suitably packed, marked, and delivered to the specified address without additional charges unless otherwise stated.
Each package must be properly marked with the Buyer’s order number. Multiple packages within a shipment must be consecutively numbered.
Packing slips must accompany each shipment.
The original delivery challan and invoice must be forwarded to the Buyer on the date of shipment.
The Seller is responsible for insurance of goods in transit unless stated otherwise.

Assignment and Subcontracting

Seller shall not subcontract this order or any rights/obligations without prior written consent from the Buyer.

Shipment

Delivery timelines are critical; failure to meet deadlines may result in cancellation or return at the Seller’s expense.
Delays due to force majeure (natural disasters, government actions, etc.) must be mutually agreed upon in writing for revised delivery dates.

Inspection and Testing

Buyer reserves the right to inspect goods at both Seller’s and Buyer’s premises.
Non-compliant goods are subject to rejection.

Buyer’s Property

Any materials, tools, or equipment provided by the Buyer remain Buyer’s property and must be returned in good condition.

Changes

Any amendments to the order must be agreed upon in writing by both parties.

Patents and Technical Data

Technical documents provided by the Buyer remain confidential and must not be disclosed or used beyond the agreed order scope.
The Seller indemnifies the Buyer against any patent or trademark infringement claims.

Quantity

Excess goods beyond the ordered quantity will not be accepted unless agreed upon in writing.

Warranty

Goods must conform to the agreed specifications and standards and be free from defects. Additionally, any products/goods procured must comply with Rayforce Greentech Pvt. Ltd.'s compliance requirements. The Seller is responsible for replacement or repair of defective items within 1 year from use or 18 months from acceptance, whichever is earlier.
Inverter /solar inverter off grid/grid /hybrid Warranty: Minimum 60 months, extendable as per manufacturer’s terms.
Solar Panels Warranty:

Manufacturing defects: 12 years.
Performance: Not less than 90% of rated power for 10 years and 80% for 30 years.

Inventions, Improvements, and Discoveries

Any invention or improvement made under this order becomes Buyer’s exclusive property.

Anticipated Delays

Seller must notify Buyer immediately of any potential delays.
Buyer has the option to cancel or extend the order deadline in writing.

Jurisdiction and Arbitration

All legal proceedings shall be under the jurisdiction of courts in Goa, India.
The company reserves the right to change the jurisdiction as deemed fit.
Arbitration, shall be conducted as per applicable laws.

Purchase Terms & Damages Liability

Purchase Order & Acceptance

All purchases must be made through an official Purchase Order (PO) issued by the company.
Acceptance of the PO signifies agreement to these terms and conditions.

Pricing & Payment

Prices shall be as per the agreed quotation, inclusive of applicable taxes.

Liability for Damages

In case of any breach of contract, delay, non-performance, or supply of defective goods, the supplier shall be liable for damages as determined by the company.
The company shall have the exclusive right to assess the financial and operational impact of such breach and decide the compensation amount. The supplier shall be legally bound to pay the determined damages within 15 days of notification.
The decision of the company regarding damages and liabilities shall be final and binding on the supplier, in accordance with the Indian Contract Act, 1872 and other applicable laws.

Indemnification

The supplier shall indemnify and hold the company harmless from any losses, claims, penalties, or legal actions arising due to defective products, late delivery, or breach of agreement.

Cancellation & Termination

The company reserves the right to cancel the order without liability in case of:

Supplier's failure to meet quality or delivery commitments.
Any damages or financial losses incurred due to supplier negligence.

Any advance payment made shall be refunded by the supplier within 7 days of cancellation.
In the event of order cancellation, it shall be the sole responsibility of the supplier to collect any supplied material from the site, buyer's warehouse, or any other location as advised by the buyer. The buyer company shall not be liable for any remaining payment, storage, or transportation of the goods. If the supplier fails to collect the materials within a reasonable period (30 days), the buyer reserves the right to dispose of the goods at the supplier’s risk and cost.
Legal Compliance (As per Indian Consumer Law):
Under the Consumer Protection Act, 2019 and Indian Contract Act, 1872, the buyer has the right to reject non-compliant goods and demand a refund. Additionally, under Section 73 of the Indian Contract Act, if the supplier breaches the contract, the buyer is not obligated to bear any further financial or logistical burden. Any losses arising due to non-compliance by the supplier shall be recoverable as damages.

Intent: We know that you care how information about you is used and shared and we appreciate your trust in us to do that carefully and sensibly.

This Privacy Policy explains how we,Rayforce Greentech Pvt. Ltd., collect, process and use information of our users (hereinafter addressed as “you”, “your”, “yourself”). We are the operator of the website www.rayforcegt.com, associated mobile application and a provider of a range of therapeutic services thereto. We provide a platform where we may list offers for therapeutic services which are made available by us. This Privacy Policy applies to information that we collect through our website, mobile application, electronic communications or services (collectively, the “Site”).

We will routinely update this Privacy Policy to improve our practices and to reflect new or different privacy practices, such as when we add new services, functionality or features to the Site. You can determine when this version of the Privacy Policy was adopted by referring to the “Effective Date” above.

By visiting this Website you agree to be bound by the terms and conditions of this Privacy Policy. If you do not agree, please do not use or access our Website.

By mere use of the Website, you expressly consent to our use and disclosure of your personal information in accordance with this Privacy Policy. This Privacy Policy is incorporated into and subject to the Terms of Use.

Sensitive Personal Data and Information (SPDI)
Pursuant to the Information Technology Act, 2000, we are required to give a disclosure of the SPDI collected by us and how do we use it. We may collect and retain the following information from and about you if you interact with us through the Site:
1. Your email address and Site password;
2. Your payment details, billing and delivery addresses, a credit / debit card number and a credit / debit card expiration date and/ or other payment instrument details;
3. Your phone numbers;
4. Your location, website browsing patterns (e.g., through cookies) and purchase history;
5. Other information you actively submit to us or we can determine about you based on your interactions with our Site and services.
We get access to such information when you:
1. register, subscribe, authorize the transfer of, or create an account with us;
2. open or respond to emails;
3. provide information to enroll or participate in programs provided on behalf of, or together with other merchants, co-marketers, distributors, resellers and other business partners, with your consent or as necessary to provide services you have requested;
4. visit any page online that displays our ads or content;
5. purchase products or services on or through the Site;
6. interact or connect with or link to the Site via integrated social networking tools;
7. post comments to the Site.
Managing User Choices
1. You can manage the types of personal data you provide to us and can limit how we communicate with you.
2. You may update your subscription preferences at any time. Please note that even if you decide not to subscribe to, or to unsubscribe, from promotional email messages, we may still need to contact you with important transactional information related to your account and your purchases. For example, even if you have unsubscribed from our promotional email messages, we will still send you confirmations when you make purchases on the Site.
3. You hereby consent to receive communications by SMS or calls from Rayforce Hair and Beauty Salon or its affiliates or its partners with regard to the services provided by Rayforce Greentech Pvt. Ltd. or as facilitated by the Rayforce Greentech Pvt. Ltd. partners.
4. You may manage how your browser handles cookies by adjusting its privacy and security settings. Browsers are different, so refer to instructions related to your browser to learn about cookie-related and other privacy and security settings that may be available. Please refer to Paragraph 11 of this Policy for information of Cookies for more information.
5. You may also manage how your mobile device and mobile browser share information on and about your devices with us, as well as how your mobile browser handles cookies by adjusting the privacy and security settings on your mobile device. Please refer to instructions provided by your mobile service provider and the manufacturer of your device to learn how to adjust your settings.
6. You may also manage the sharing of certain personal data with us when you connect with us through social networking platforms or applications. Please refer to Paragraph 9 below and also the privacy policy and settings of the social networking websites or applications to determine how you may adjust our permissions and manage the interactivity between us and your social networking account or your mobile device
7. If you register for customized email newsletters containing offers for local services, goods and travel, we will work to make information more relevant for you and customize newsletters based on information you share with us, your location, website browsing preferences (for example, through cookies), purchase history or based on other attributes of your relationship with us. You can reject and delete cookies and unsubscribe from newsletters at any time by clicking links in each newsletter you wish to unsubscribe from.
Use of Information
We process personal data for the following purposes:
1. Operate, maintain and improve the Site;
2. Provide you with personalized direct marketing initiatives via email and direct marketing offers;
3. Facilitate and process orders – for example, for vouchers and other goods and services;
4. Facilitate table reservation process;
5. Determine your eligibility for certain types of offers, products or services that may be of interest to you, and analyze advertising effectiveness;
6. Answer your questions and respond to your requests;
7. To establish and analyze individual and group profiles and customer behavior;
8. Communicate and provide additional information that may be of interest to you about us, and our business partners;
9. Send you reminders, technical notices, updates, security alerts, support and administrative messages, service bulletins, marketing messages, and requested information, including on behalf of business partners;
10. Administer rewards, surveys, contests, or other promotional activities or events;
11. Manage our everyday business needs, such as administration of the Site, analytics, fraud prevention, and enforcement of our corporate reporting obligations and Terms of Use or to comply with the law;
12. Comply with our legal obligations, resolve disputes, and enforce our agreements;
13. Allows you to sign up for special offers from merchants and other business partners through the Site; and to
14. Enhance other information we have about you to help us better understand you, determine your interests and provide you with more relevant and compelling services.
Disclosure of Information
We are not in the business of selling or renting personal data. We will not share your personal data, except in the following manner:
1. To report or collect on payments owed to other business partners;
2. As necessary to perform contractual obligations towards you with business partners to the extent you have purchased or redeemed a Rayforce Greentech Pvt. Ltd. voucher.
3. In case of a merger, acquisition or reorganization with a purchaser of our company or all or substantially all of our assets;
4. To comply with legal orders and government requests, or as needed to support auditing, compliance;
5. To combat fraud or criminal activity, and to protect our rights or those of our affiliates, business partners and users, or as part of legal proceedings affecting Rayforce Greentech Pvt. Ltd.;
6. In response to a legal process, including to law enforcement agencies, regulators, and courts; or
7. With your consent or as otherwise required or permitted by law.
Collection of Information:We collect your personal data,
1. When you register, subscribe, create an account, make a purchase or redeem vouchers or otherwise contact us or communicate with us actively. For example, you provide personal data to us when you contact us online for customer service and other support using self-help tools, such as email, text, or by posting to online communities.
2. When you interact with the Site via cookies and other technologies as described in Paragraph 11 on Cookies
Security of Personal Information
We use strict security measures to ensure the security, integrity and privacy of Your Personal Information and to protect your Personal Information against unauthorized access or unauthorized alteration, disclosure or destruction. For this purpose, we have adopted internal reviews of the data collection, storage and processing practices and security measures, including offering the use of a secure server to guard against unauthorized access to systems where we store your personal data.
We shall, however, not be responsible for any breach of security or for any actions of any third parties that receive Your Personal Information. The Website is also linked to many other sites and we are not/shall be not responsible for their privacy policies or practices as it is beyond our control.
User’s Rights in relation to Personal Data
By keeping your personal data updated you can help us to ensure that we can respect your preferences and offer you the goods and services that are most relevant to you.
1. You can access, update, rectify, and delete your information you provided to us in your profile by logging into your account or contacting us at [email protected].
2. While we are ready to assist you in managing your subscriptions, closing your account, and removing your active profile, we cannot always delete records of past interactions and transactions. For example, we may be required to retain records relating to previous purchases on the Site for financial reporting and compliance reasons.
Retention of Personal Data
You can at anytime unsubscribe from our services, newsletters, e-mailers. We will, however, retain your personal data for as long as your account is active or as needed to provide you services and to maintain a record of your transactions for financial reporting or other compliance purposes. We will also retain your personal data as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.
Social Site Features
1. The Site may contain connections to areas where you may be able to publicly post information, communicate with others such as discussion boards or blogs, review products and merchants, and otherwise submit your own original content. Prior to posting in these areas, please read our Terms of Use carefully. All the information you post may be accessible to anyone with Internet access, and any information you include in your posting may be read, collected, and used by others.
2. Connecting through Social Networks: We offer social networking users the opportunity to interact with friends and to share on social networks. If you are logged into both the Site and a social network, when you use the Site’s social networking connection functions, you may connect your social network account with your Rayforce Greentech Pvt. Ltd. account (this happens automatically, if the email addresses match). If the email addresses do not match, we ask you if you want to link them and you must validate that you control the accounts. If you are already logged into the Site but not logged into your social network site, when you use the Site’s social network connection functions, you will be prompted to enter your social network website credentials or to sign up for the social network.
3. If you are not currently registered as a Rayforce Greentech Pvt. Ltd. user and you use the Site’s social network connection functions, you will first be asked to enter your social network credentials and then be given the option to register and join Rayforce Hair and Beauty Salon. Once you register with us and connect with the social network, you will be able to automatically post recent Rayforce Greentech Pvt. Ltd. activity back to your social network. Please refer to the privacy settings in your social network account to manage the data that is shared through your account.
4. By using the Site’s social network connection function, you will grant us permission to access all of the elements of your social network profile information that you have made available to be shared (as per the settings chosen by you in your social network profile) and to use it in accordance with the social network’s terms of use and this Privacy Policy.
Privacy Policies of Third Parties
This Privacy Policy only addresses the collection, processing and use (including disclosure) of information by us through your interaction with the Site. Other websites that may be accessible through links from the Site may have their own privacy policies and personal information collection, processing, use, and disclosure practices. Our business partners may also have their own privacy policies. We encourage you to familiarize yourself with the privacy policies provided by these other parties prior to providing them with information or taking advantage of a sponsored offer or promotion.
Cookies
Consent: By using our website or mobile app (“Site”), using services provided through the Site, or receiving our emails, you consent to the use of cookies in accordance with this “Cookies Policy”.
Meaning: Cookies are unique identifiers, usually made up of small bits of text or code. Cookies are usually stored on your device or in your web browser and they send certain information back to the party who served the cookie. When we say cookies we are actually referring to a broader range of technologies than just cookies, including web beacons, clear gifs, pixels and other similar technologies. When we say first-party cookies we mean cookies that are served by Rayforce Greentech Pvt. Ltd.. When we say third party cookies we mean cookies that are served by non-Rayforce Hair and Beauty Salon parties.
Use of Cookies: Cookies are used in order to better understand how applications and websites work and to optimize online and mobile experiences. Cookies do this by allowing the party serving the cookie to analyse a website’s or mobile app’s performance, to identify certain users anonymously and remember their preferences, to better understand whether a computer or device (and probably its user) has visited a website previously and to serve personalised advertisements.
Types of Cookies: Our Site primarily uses the following four types of cookies:
1. Operations based Cookies: These cookies are essential for the operation of our Site. They make it possible for you to browse and use our Site. If you disable these cookies, the Site will not function correctly.
2. Performance based Cookies: These cookies gather information about how visitors use the Site and monitor Site performance. For example, performance cookies tell us which pages are popular, monitor traffic to our Site and compile anonymous analytic information. Performance cookies can also be used to identify and remedy operational problems with the Site.
3. Functionality based Cookies: These cookies are used to recognize and remember your preferences. For example, functionality cookies may use information, such as your location, to make sure that you arrive at a version of our Site that is specific to your city or region.
4. Advertising Preferences based Cookies: We offer you choices about receiving interest-based ads from us. For this, we allow third parties to deliver personalised advertising content on our Site and/or on third party websites and applications. These third parties use cookies to understand your interest in the advertisements and content delivered to you, as well as to serve you with more relevant advertisements based on your activities on our Site. For example, third-party cookies could record information about whether you have clicked on certain content or advertisements on our Site or other websites, or placed an item on our Site in your shopping cart
  We do not have control over, or access to, third-party advertising cookies or the information they contain. Third parties manage any information that they collect via cookies they place in accordance with their privacy policies.
  You can opt-out of third-party personalised advertising cookies. You will still see ads but they will not be personalized.
Cookies and Browser settings: You may be able to avoid certain cookies by configuring your browser settings or opting-out directly with the party that operates and controls the cookie. Please check your browser settings for more information.
Cookies in E-mails: Our emails contain cookies that track whether you open our emails and whether you click any links within them. The cookies used in our emails to monitor these behaviors are unique to each email and are not stored on your computer or mobile device.