Terms And Conditions

These Terms and Conditions of Sale govern the offering, sale and delivery of "Goods" from or on behalf of our "Company" to the "Customer".

Unless to the extent explicitly otherwise agreed in writing by authorized representatives of Company, the Conditions constitute the entire understanding between Company and Customer with respect to the subject matter hereof, and supersede all prior representations, negotiations, understandings, agreements and undertakings, whether written or oral, with respect to the subject matter hereof.

1. Definitions and Interpretation

• “Company” means SPORTS KARAM LPP incorporated in Mumbai, India and registered under the Companies Act of India.
• “Business Day” means any day between the hours of 10:30am and 6:00pm, other than a Saturday or Sunday, bank holiday or public holiday in Mumbai India.
• “Customer Logo” means any logo developed or provided by the Customer for use on or incorporation into the Goods.
• “Goods” means the goods or products supplied by the Company to the Customer under these Terms and Conditions of Sale and as set out on the Invoice or Quotation.
• “GST” means the tax payable on taxable supplies under the GST Rules.
• “Intellectual Property” means all intellectual property, including any logos, patents, patent applications, trademarks, service marks, trade or business names, registered designs, unregistered design rights, copyrights, know how, trade secrets, domain names, internet addresses, rights in confidential information, and all or any other intellectual properties, whether registered or unregistered, and including all applications and rights to apply for any of the same.
• “Quotation” means a quotation provided by the Company to the Customer setting out the quoted price for the supply of the Goods.
• “Invoice” means the invoice provided by the Company to the Customer setting out the agreed price for supply of the Goods.
• “Services” means any services provided by the Company which relate to the supply of the Goods.

2. These Terms and Conditions Apply To:

• All Goods and Services provided by the Company to the Customer.
• Any terms and conditions in previous offers or orders.
• Any statements, representations or conduct made or done prior to these terms and conditions.

3. Quotation, Price and Payment

• Unless otherwise specified all Quotations, including price, delivery periods and payment terms, are valid for acceptance within 30 days.
• Quoted prices will exclude GST.
• Applicable GST rates and amount will be stated separately and are subject to change if the GST rates change.
• Invoices must be paid in accordance with the payment terms specified on the Order and Invoice
• All unpaid or overdue accounts attract a 3% per month interest charge calculated on a daily basis.
• Payment via credit card will attract a 1.5% surcharge for Visa and MasterCard or a surcharge as determined from time to time.
• For orders under Rs. 20,000/=, 100% payment is due upon sign off approval of pre-production design and placement of order.
• For orders over Rs. 20,000/=, 50% deposit payment is due upon sign off approval of pre-production design and placement of order, subject to a minimum deposit payment of Rs 20,000/=. The balance payment is due in accordance with the payment terms specified on the Order and Invoice.
• The Quotation price does not include the cost of freight unless stated. The Customer is required to reimburse the Company for any freight charges incurred by the Company on the Customer’s behalf.
• If any payment owing to the Company after issue of an Invoice is overdue according to the terms of the Invoice, the Company at its discretion, reserves the right to refer the account to a collection agency or the Company solicitors for recovering of the debt and the Customer is responsible for all costs and expenses incurred by the Company in collecting the amounts overdue including legal fees on solicitor-client basis or a full indemnity basis, whichever is higher.

4. Orders

• The Customer must place an order with the Company in writing.
• The Customer shall pay to the Company any loss, damage and expense incurred in relation to cancellation of any order.
• The Company reserves the right to suspend or discontinue the supply of Goods to the Customer where the Customer is in default of these terms and conditions.

5. Delivery Acceptance and Title

• Goods are delivered in the packaging as determined by Company. On delivery the Customer shall examine the Goods and satisfy itself that the Goods delivered meet the specifications for the Goods agreed in writing or, in the absence thereof, to the most recent specifications, if any, held by Company at the time of delivery of the Goods.
• All risk for loss and damage to Goods shall pass to the Customer upon delivery to the Customer or the address where the Customer has directed the Company to deliver the Goods.
• The Company may withhold delivery of the Goods until the Customer has complied with the payment terms specified on the Invoice, or where the Company delivers Goods in advance of payment, the Company shall retain title to the Goods until full payment has been received.
• The Customer’s right to possession of the Goods shall cease if the Customer commits an available act of bankruptcy, or a receiver or administer or manager becomes entitled to take possession of any assets, or any proceedings are instituted for the winding up of the company. In these circumstances, the Company may repossess the goods and may enter the premises where the Company reasonably believes the goods might be.
• The Company will not be liable for any loss or damage whether in contract, tort or otherwise and whether direct or indirect arising out of delay in delivery.
• Unless otherwise agreed, where the Customer has nominated an address to the Company, the Company shall at the Customers expense deliver the goods to this address. If the nominated address is unattended or if delivery cannot otherwise be effected, the Company in its sole discretion may store the goods at the Customer’s risk and expense or take such other steps it considers appropriate.

6. Returns and Defects

• The Company shall only accept returns on the basis that the Goods provided do not comply with the Quotation or Invoice or are defective Goods. The Company will not accept returns based on change of mind by the Customer. The Customer shall give written notice to the Company of any claim ascertainable upon reasonable inspection of Goods within 14 days after the receipt of Goods.
• Use of the Goods shall be deemed to be an unconditional acceptance of the Goods and a waiver of all claims in respect of the Goods.
• In the case of defective Goods, the Company agrees to replace or repair the Goods, provided that:
  • the Customer has complied with clause 6a.
  • the Goods have been stored in a proper and appropriate manner.
  • the Goods are returned to the Company in the condition that they were delivered.
  • the Customer provides a copy of the Quotation or Invoice for which the defective Goods relate.
• The Company shall not be liable for normal variations in colour and finishing, dimension, weight or certain availability of materials, along with quality of Goods.
• Where Goods are supplied to the Customer’s specifications, the Customer indemnifies the Company from any liability, loss or damage suffered by the Company in respect of any claim that the Goods infringe any patent, design or similar rights.
• In no event shall the Company be liable to contract, tort (including negligence) or otherwise for any loss of prospective profits or production, wasted overheads or expenses or special, indirect or consequential damages, or for machine work labor charges, or for any expenses resulting from the use by the Customer of defective Goods or the inability to use same.
• The Company’s liability shall be limited at the Company’s sole discretion to the replacement or repair of Goods.

7. Company Logo

• The Customer agrees to have the Company’s logos and branding displayed on the Goods in accordance with any specifications, illustrations, drawings or data supplied by the Company to the Customer or in accordance with the Company’s Style Guide as amended from time to time. Where the Customer requests that the Company’s logo is not displayed on the Goods, the Customer agrees to pay the Logo Surcharge Fee or Rs 100/= + GST per garment to the Company.

8. Intellectual Property Drawing, Documentation and Information

• Except for any Customer Logo, all Intellectual Property rights in the Goods is owned by the Company. The Customer agrees what it will not do anything to challenge or invalidate ownership of the Company Intellectual Property rights.
• Where the Company has designed, developed or made drawings for logos to be used on or incorporated into Goods for the Customer, then the Intellectual Property in those designs and drawings shall remain vested in the Company, and shall only be used by the Customer in accordance with these Terms of Trade or otherwise as approved by the Company in writing.
• Any descriptive specifications, illustrations, drawings and data, either submitted by the Company with a quotation or tender or otherwise provided by the Company to the Customer are illustrative and approximate only and do not form any part of any agreement entered between the Company and the Customer unless expressly agreed in writing by the Company.
• Any drawings or other documents or other documents submitted and any information supplied by the Company to the Customer remains the property of the Company and constitutes confidential information of the Company (to the extent it is not in the public domain) and the Customer shall keep all such confidential information confidential and shall not use any such drawing, documents and information for any other purpose other than stipulated by the Company nor provide the same to third parties.
• The Customer warrants that it owns or has a valid license to use all Intellectual Property in any Customer Logo which is used on or incorporated into Goods. The Customer further warrants that any Customer Logo used on or incorporated into the Goods will not infringe the Intellectual Property rights of any third party.
• The Customer acknowledges and agrees that it is responsible for ensuring that any Customer Logo which is used on or incorporated into Goods does not infringe the Intellectual Property rights of any third party. The Customer further acknowledges that it would not be economical or efficient for the Company (whether in providing Services or otherwise), to check, assess or review any Customer Logos and consider any likelihood of Intellectual Property used or incorporated into the Customer Logo infringing the rights of any third party.
• If the warranty provided by the Customer under clause 8a is, or becomes untrue, then the Customer will indemnify the Company (including all officers, employees and agents of the Company) from and against any liability, loss, damage, expense or cost (including legal fees on a solicitor client basis) which arise as a result of any claim, action, demand or proceeding brought by any third party relating to any infringement or alleged infringement of that third party’s Intellectual Property.

9. Force Majeure

• Should the Company be delayed, hindered or otherwise prevented from complying with these terms and conditions by reason of events or circumstances beyond the reasonable control of the Company including but not limited to acts of God, wars, riots, strikes lockouts, trade disputes, or labour disturbances, breakdown of plant and machinery, accident, storm, fire, flood, difficulties in obtaining materials, transport or labour or any other circumstances affecting the supply of Goods and Services, then the Company shall not be liable to the Customer for any loss or damage which may be suffered by the Customer whether as a direct or indirect result of any such occurrences.

10. General

• This agreement shall be governed and construed in accordance with the law of India and the Customer irrevocably submits to the jurisdiction of the Courts of Mumbai, India in relation to all matters, claims or disputes arising out of or in connection with this agreement.
• In the case that any part or parts of this contract are held to be illegal or otherwise unenforceable, the remainder of the contract shall still apply.
• All orders are accepted and executed on the understanding that the Customer is bound by these General Conditions of Sale. Where there is any inconsistency between these Conditions of Sale and any Conditions which the Customer seeks to impose these General Conditions of Sale shall prevail.
• These terms and conditions may only be amended or supplemented in writing, signed by both parties.
• The rights, duties and obligations and liabilities of the parties under these terms and conditions are several and not joint or collective. Each party will be solely responsible only for its obligations as specified in these terms and conditions.
• The Company may immediate terminate these Terms of Trade if it becomes aware that a Customer Logo infringes or is likely to infringe the Intellectual Property rights of any person. For clarity, it is the responsibility of the Customer own or have a valid license to use any Intellectual Property in a Customer Logo.
• Any notice, requotes, demand, consent or other communication must be served in writing to the parties address as set out on the Quotation or Invoice and shall be deemed to have been duly given or made if it is:
  • Delivered personally to the relevant party – it which case it will be deemed to be received on the Business Day that it is delivered.
  • sent by prepaid post or courier to the relevant party at the usual place of residence last known to the party giving the notice or, in the case of a company, at the registered office of the relevant company – in which case it will be deemed to be received four Business Days after it is sent
  • sent by electronic mail to the relevant party’s email address as notified by the relevant party from time to time – in which case it will be deemed to be received on the day it is sent if a Business Day, otherwise on the next Business Day.