Vendor Terms

Shingala Digital Solutions Pvt Ltd Vendor Terms & Conditions Last Updated: May 31, 2025 These Vendor Terms & Conditions (“Terms”) govern all purchases of goods and/or services by Shingala Digital Solutions Pvt Ltd (“Company” or “we”) from you (“Vendor” or “you”). By accepting a Purchase Order (PO) or otherwise providing any goods/services to the Company, you agree to these Terms. Any additional or different terms proposed in your quotation, invoice, or correspondence are hereby objected to and will have no effect unless expressly agreed in a signed writing by an authorized Company representative. 1. Definitions & Scope “Purchase Order” (PO): A written document issued by the Company requesting specific goods/services, including price, quantity, delivery dates, and any special instructions. “Goods/Services”: All items, materials, products, or services described in the PO, including any related documentation, support, or installation. “Delivery Date”: The date by which Vendor must deliver goods or perform services, as specified in the PO. These Terms apply to all POs, invoices, and agreements issued by the Company, unless modified in writing by an authorized Company representative. 2. Acceptance & Invoicing Vendor must acknowledge each PO within 3 business days in writing, confirming acceptance of price, quantity, and delivery terms. All invoices must reference the PO number, breakdown of charges (goods vs. tax vs. shipping), and any agreed payment terms (e.g., Net 30 days). Invoices submitted without a valid PO number or with additional/unapproved charges may be rejected or delayed. 3. Price & Payment Prices stated on the PO are firm and fixed for the duration of the PO. No price increase is allowed without Company’s prior written consent. Unless otherwise specified, payment will occur within 30 calendar days after receipt of a correct, undisputed invoice and acceptance of goods/services. Currency for all payments is Indian Rupees (INR). Vendor is responsible for all bank fees, unless otherwise agreed. 4. Delivery & Inspection Delivery Location: As specified on the PO (e.g., Company’s office or designated project site). Packaging & Labeling: Goods must be suitably packaged to prevent damage, clearly labeled with part numbers/PO number. Vendor bears all risk of loss or damage until delivery and Company’s written acceptance. Inspection & Acceptance: Company has 7 business days from actual delivery (or completion of services) to inspect, test, and accept/reject. Rejected goods must be replaced or corrected at Vendor’s expense within 5 business days of notice. Unresolved rejections may result in return at Vendor’s cost, or Company may procure replacements from a third party at Vendor’s expense. 5. Warranty & Quality Vendor warrants that all goods/services: Conform to specifications, drawings, samples, and industry standards. Are free from defects in design, materials, and workmanship. Comply with all applicable laws, regulations, and Company’s policies (including environmental, labor, and safety standards). Warranty period: 12 months from the date of acceptance. During this period, Vendor must promptly repair or replace defective items at no cost to Company. 6. Confidentiality & Intellectual Property Vendor shall hold all non-public information (including pricing, technical details, business plans, and Company data) in strict confidence and use it solely to fulfill the PO. All inventions, designs, software, or other intellectual property developed specifically for Company under a PO (“Work Product”) become Company’s exclusive property. Vendor assigns all rights, title, and interest in such Work Product to Company. 7. Compliance & Ethics Vendor must comply with all applicable laws, regulations, and Company’s Supplier Code of Conduct, including: Anti-bribery and anti-corruption statutes (e.g., Prevention of Corruption Act, 1988). Data protection laws (e.g., India’s IT Act, 2000). Labor and human rights standards (no child labor, forced labor, or discrimination). Vendor must maintain all necessary permits, licenses, and registrations to perform under the PO. 8. Indemnification Vendor agrees to indemnify, defend, and hold harmless Company, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable legal fees) arising out of: Vendor’s breach of these Terms. Negligence, willful misconduct, or wrongful acts by Vendor or its personnel. Infringement or alleged infringement of third-party intellectual property rights by goods/services. 9. Insurance Vendor shall maintain, at its own expense, commercial general liability insurance (including product liability and completed operations) with limits not less than ₹5,000,000 per occurrence, and any additional coverage reasonably requested by Company. Upon request, Vendor will provide certificates of insurance naming Shingala Digital Solutions Pvt Ltd as an additional insured. 10. Force Majeure Neither party is liable for delays or failures in performance caused by events beyond its reasonable control (e.g., natural disasters, acts of war, epidemics, government actions). The affected party must give prompt written notice and use best efforts to resume performance as soon as possible. 11. Termination For Convenience: Company may terminate a PO or part thereof for any reason upon 15 days’ written notice. In such case, Company will pay Vendor for all conforming goods delivered and services performed up to the termination date. For Cause: Company may immediately terminate a PO if Vendor: Fails to deliver or perform within specified timelines. Breaches any material provision of these Terms and fails to cure within 7 days after written notice. Becomes insolvent or subject to bankruptcy proceedings. Upon termination, Vendor must promptly return all Company property (drawings, confidential information, samples) and cease using Company’s trademarks or logos. 12. Governing Law & Dispute Resolution Governing Law: These Terms are governed by and construed under the laws of India. Dispute Resolution: Parties will first attempt to resolve any dispute by good-faith negotiation. If unresolved within 30 days, disputes shall be referred to arbitration under the Arbitration and Conciliation Act, 1996, administered by the Bombay Chartered Accountants’ Society (BCAS), Surat chapter. The venue for arbitration is Surat, Gujarat, and the language is English. The arbitral award is final and binding. 13. General Provisions Entire Agreement: These Terms, together with any PO, constitute the entire agreement between the parties regarding the subject matter. Any conflicting terms in Vendor’s documents (quotations, acknowledgments, invoices) are hereby rejected. Amendments: No modification to these Terms is effective unless in writing and signed by an authorized representative of both parties. Assignment: Vendor may not assign or subcontract any rights or obligations under these Terms without Company’s prior written consent. Severability: If any provision is held invalid or unenforceable, the remainder of these Terms will remain in full force and effect. Shingala Digital Solutions Pvt Ltd Soham Arcade, 327-328 Gaurav Path Road, Near Baghban Circle, Pal Gam, Surat, Gujarat 395009, India Email: support@waengine.co