Terms & Conditions

1Definitions

“Agreement”

these Dseal Solutions Pvt. Ltd. General Terms and Conditions for the Sale of Goods, together with any cover page.

“Buyer”

the entity identified on any cover page of this Agreement.

“Customer Account”

Buyer's customer account with Dseal, which must be created before any Order is placed, processed, and fulfilled by Dseal.

“Delivery Point”

EXW (INCOTERMS 2020) ready for loading at Dseal's designated facility in Ghaziabad, Uttar Pradesh, India.

“Goods”

the particular Dseal architectural products such as expansion joints, covers, construction chemicals, sealants, waterproofing systems, and/or accessories comprising an individual Order.

“Intellectual Property Rights”

all industrial and other intellectual property rights comprising or relating to: (i) patents; (ii) trademarks; (iii) internet domain names, whether or not trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, website and URLs; (iv) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (v) trade secrets; and (vi) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the laws of any jurisdiction throughout in any part of the world.

“Order”

each individual purchase transaction between Buyer and Dseal under which Buyer offers and agrees to purchase and Dseal agrees to provide certain Goods according to designated Project Specifications at a mutually agreed-upon price.

“Order Confirmation”

subject to this Agreement, Dseal's written confirmation of the finalized Order Terms for an individual Order, transmitted to Buyer by electronic mail or facsimile.

“Order Form”

Dseal's order form, available to Buyer on Dseal's Website or as otherwise provided to Buyer, on which Buyer designates to Dseal the particular Goods and Project Specifications which Buyer offers to purchase for each individual Order.

“Order Terms”

the Buyer's designation of the particular Goods and Project Specifications that the Buyer offers to purchase from Dseal for each individual Order. Order Terms for an individual Order may be provided to Dseal on an Order Form, a Buyer-signed Sales Quote, a signed purchase order, or other written documentation approved by Dseal. Notwithstanding anything to the contrary herein, no Order Terms will be binding on Dseal except to the extent expressly accepted by Dseal in writing.

“Party”

means, individually, Dseal or Buyer, as the context requires.

“Parties”

means, collectively, Dseal and Buyer.

“Product Specifications”

the product specifications, components, features, standard sizing, data, capabilities, and limitations of Dseal's Goods, as may be described in data sheets, specification sheets, product binders, marketing materials, price lists, printed documents, publications, and other materials made available to Buyer by Dseal from time to time, including via Dseal's Website. Product Specifications may be amended, revised, and/or updated by Dseal from time to time without notice, as applicable and as reasonably necessary.

“Project Specifications”

the quantity, specific options, styles, sizes, and choices of Goods Buyer designates for each individual Order, including but not limited to type and model of architectural product options, color codes, sizing, measurements, special instructions, customizations, and other specifications. Notwithstanding anything to the contrary herein, no Project Specifications will be binding on Dseal except to the extent expressly accepted by Dseal in writing.

“Quote Number”

the Dseal quote number assigned to an individual Order and/or Sales Quote, as applicable.

“Request for Quote”

Dseal's request for quote form, available to Buyer on Dseal's Website or as otherwise provided to the Buyer, on which Buyer designates to Dseal the particular Goods and Project Specifications which Buyer seeks a Sales Quote from Dseal for an individual Order.

“Sales Quote”

Dseal's written sales quote or price quote of particular Goods and Project Specifications that Buyer has designated to Dseal for an individual Order. Dseal may provide Buyer a Sales Quote in response to a Request for a Quote or other similar request for a Sales Quote or price quote to the Buyer, including other communications, and may assign a corresponding Quote Number to a Sales Quote.

“Terms”

means, collectively, the terms and conditions of sale in this Agreement.

“Website”

www.dseal.in and any other website owned and operated by Dseal for the sale, promotion, and/or marketing of Goods.

“Dseal”

means, collectively, Dseal Solutions Pvt. Ltd., having its principal place of business in Ghaziabad, Uttar Pradesh, India, and its subsidiary and affiliated companies and divisions.

2Applicability

(a) These Terms are the only terms that govern the sale of Goods by Dseal to Buyer. Dseal reserves the right to amend, revise, and/or update these Terms from time to time, as applicable and as reasonably necessary, and shall notify Buyer of any changes by posting any such amendment, revision, and/or update on Dseal's Website. Buyer expressly agrees that these Terms and this Agreement govern the sale of Goods by Dseal to Buyer, and Buyer expressly agrees to any amendment, revision, and/or update made to this Agreement that may be made by Dseal from time to time.

(b) The Order Confirmation of each individual Order and these Terms comprise the entire agreement between the Parties for each individual Order and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the Goods and any Orders relating thereto. These Terms prevail over any of Buyer's general terms and conditions of purchase regardless of whether or when Buyer has submitted such terms or a purchase order for any individual Order. Fulfillment of any Order for Goods by Buyer does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms or this Agreement.

(c) Dseal's acceptance of any Order is expressly subject to Buyer's assent to each and all of the Terms and conditions set forth herein. Buyer's assent to these Terms shall be conclusively presumed from Buyer's execution of this Agreement by a duly authorized representative, which certifies that Buyer has read and understood, and agrees to be legally bound by this Agreement, or from Buyer's acceptance of all or any part of the Goods ordered in any individual Order.

(d) If Buyer's general terms and conditions of purchase, purchase order, or other correspondence contains terms or conditions contrary to or in addition to this Agreement, acceptance of any individual Order by Dseal shall not be construed as an assent to such contrary or additional terms and conditions or constitute a waiver by Dseal of any of these Terms, and any different or additional terms proposed by Buyer are hereby rejected. Any reference to Buyer's terms and conditions of purchase, purchase order, or other correspondence by Dseal shall not affect or limit the applicability of this Agreement.

3Customer Account

(a) Before any individual Order can be accepted, processed, and fulfilled by Dseal, Buyer must, and hereby agrees to, create a Customer Account with Dseal. Dseal shall not accept, process, or fulfill any Order, and has no obligation to Buyer unless Buyer has created and established a Customer Account with Dseal according to this Agreement.

(b) In order to create a Customer Account, Buyer must, and hereby agrees to: (i) execute this Agreement; (ii) if required by Dseal, complete and return Dseal's credit application, as available to Buyer on Dseal's Website or as otherwise provided to Buyer, and (iii) if required by Dseal, provide a copy of valid state identification and a valid Goods and Services Tax (GST) registration certificate. Buyer further agrees to cooperate and comply with additional requests for information by Dseal as reasonably necessary to create and establish a Customer Account with Dseal to accept, process, and fulfill individual Orders for Goods.

4Sales Quotes and Ordering

(a) Prior to submitting any request for a Sales Quote, Project Specifications, or Order Terms to Dseal for any individual Order, whether through a Request for Quote, Order Form, or otherwise, the Buyer shall have assessed and determined the specific installation conditions, location(s), and other requirements particular to that Order. At no time and in no event shall Dseal be liable or responsible for any changes that may occur in Buyer's installation conditions or locations(s) for any individual Order, including but not limited to an addition of framework, removal of walls, or other construction and installation changes. Dseal has no obligation or responsibility to Buyer for any such changes, and Buyer agrees it has full liability and responsibility for all such changes.

(b) Buyer agrees to provide Dseal with all necessary and desired Project Specifications for each individual Order, when applicable. Buyer agrees to provide all measurements to Dseal in "width by height" format. Buyer agrees Dseal is not liable or responsible for any incorrect measurements, missing information, or other inaccuracies in any request for a Sales Quote, Project Specifications, or Order Terms, whether provided through a Request for Quote, Order Form, or otherwise. Buyer understands and agrees that any change or correction it makes to any request for a Sales Quote, Project Specifications, or Order Terms for any individual Order may cause the price(s) noted in any Sales Quote for that particular Order to change. At no time shall Buyer try to contact Dseal's production staff or production personnel, and Buyer agrees that any such contact will be deemed in material breach of this Agreement and may result in Dseal's cancellation of any individual Order related to such contact.

(c) Buyer agrees that a Sales Quote or other pricing information from Dseal does not constitute a commitment or offer to sell, or the acceptance of any terms. Buyer understands and agrees that Sales Quotes are for pricing purposes only and do not reflect the availability of any Goods or the time in which any individual Order can be fulfilled or delivered by Dseal. Quotes are valid as follows: Expansion Joint Systems and Architectural Covers – 90 days, and all other goods as per the specific proposal timeline following issuance by Dseal, after which Dseal does not and will not guarantee the pricing of the Goods and Project Specifications. Buyer understands and agrees that any Order with specifications or requirements deviating from the Project Specifications may result in higher pricing.

(d) Buyer agrees that unless otherwise agreed to, it is liable and responsible for all installation and related services of any and all Goods it purchases from Dseal. Buyer understands and agrees that all specialized or motorized Goods require a licensed professional and that Buyer is liable and responsible for obtaining such professionals to install any and all Goods. Dseal is expressly not liable or responsible for any structural, architectural, or electrical issues the Buyer may have in installing Goods.

(e) Buyer is liable and responsible for reviewing and approving all Sales Quotes and Order Confirmations for each individual Order. Buyer may submit Order Terms to Dseal and place an Order with Dseal without first obtaining a Sales Quote but expressly waives any objection and challenge as to finalized pricing reflected in any Order Confirmation or delivery of Goods pursuant to that individual Order.

(f) Following the Buyer's submission of Order Terms to Dseal for an individual Order, Dseal shall review the proposed Order Terms. If required for an individual Order, Dseal will request the Buyer to provide a deposit and/or credit approval. Provided the Buyer has supplied all required information and, if applicable, a deposit in support of proposed Order Terms for an individual Order, and provided Dseal agrees to such Order Terms, Dseal shall transmit to the Buyer by electronic mail or facsimile an Order Confirmation reflecting the finalized Order Terms for each Order.

(g) Buyer understands and agrees that no Order Terms shall be deemed accepted by Dseal, and no individual Order shall be accepted, processed, and fulfilled by Dseal, unless and until, for each individual Order: (i) Buyer has created and established a Customer Account pursuant to the terms and conditions of Section 3; (ii) Buyer has supplied all required information by Dseal, including Project Specifications; (iii) if required by Dseal, Buyer has provided a deposit and/or credit approval in support of proposed Order Terms; (iv) Dseal agrees to Buyer's proposed Order Terms in writing, and (v) Dseal provides Buyer with an Order Confirmation reflecting the finalized Order Terms. Buyer understands and agrees that an Order Confirmation alone does not constitute acceptance of any Order Terms or any individual Order.

(h) Buyer understands and agrees that for custom Orders, Buyer has twenty-four (24) hours after receiving Dseal's Order Confirmation to request modification or cancellation of an individual Order and its Order Terms. If Buyer requests modification or cancellation of an individual Order after twenty-four (24) hours from receiving Dseal's Order Confirmation, Dseal reserves the right to charge, and Buyer agrees to pay, all costs, including production costs, that Dseal cannot recoup in relation to that particular Order, including a 20% restocking fee. In the event Buyer chooses to modify an individual Order and its Order Terms after twenty-four (24) hours from receiving Dseal's Order Confirmation, Dseal shall assess the costs associated with any such requested modifications, and Buyer may then choose to proceed with the original Order Terms or to pay the costs associated with fulfilling the modified Order Terms, provided it has paid for any costs Dseal cannot recoup. Notwithstanding the foregoing, Buyer agrees that each Order for, or otherwise containing, special-order or non-standard Goods (as designated on the applicable Order Confirmation) are non-refundable and cannot be canceled by Buyer without a fifty percent (50%) cancellation fee, in addition to any other costs noted in this Section 4(h).

5Product Standards and Specifications

(a) Buyer understands and agrees that all Dseal Goods are meant for internal (indoor) use only unless otherwise expressly stated in the Product Specifications.

(b) Orders are accepted, fulfilled, and processed by Dseal according to the availability of the materials, supplies, and components necessary to manufacture, assemble, and/or otherwise create the Goods. If necessary for an individual Order, Dseal will notify the Buyer of any "back-order" of Goods. If necessary for an individual Order, Dseal may use substitute materials, supplies, and components for those that are otherwise not obtainable due to governmental regulations or priorities, or not available from suppliers, in order to fulfill and process an individual Order and to produce the corresponding Goods; provided that Dseal agrees that such substitution will not affect the technical soundness or performance of the Goods.

(c) All Product Specifications published at the time of any individual Order are approximate and may be amended, revised, and/or updated by Dseal from time to time without notice, as applicable and as reasonably necessary. Typographical or clerical errors in Product Specifications or other Dseal documents and publications are subject to correction and are not intentional. For any individual Order, the Buyer agrees to verify the compatibility of Goods and related accessories. Buyer is liable and responsible for confirming with Dseal any information in Product Specifications it intends to rely on for any individual Order. Dseal is not liable or responsible for the Buyer's failure to verify any Product Specifications with Dseal for any individual Order.

(d) Customer's Own Materials ("COM") or any materials provided to Dseal by the Buyer to be used for any individual Order will be considered Third Party Products and governed by the warranties and exclusions as set forth in Section 14(c). COM will be held for ninety (90) days after receipt. All unused materials are forfeited after that time and become the property of Dseal. Availability of these materials will be at the discretion of Dseal.

6Delivery

(a) Shipping, freight, handling, insurance, and related costs will be the responsibility of Buyer. Unless otherwise specified by Dseal, all shipping dates provided by Dseal at the request of the Buyer are approximate. Buyer understands and agrees that Buyer is liable and responsible for notifying Dseal of any conditions that may frustrate or prevent shipments and delivery, including but not limited to inability to receive shipments or delivery by the freight carrier.

(b) Dseal shall not be liable or responsible for any delays, loss, or damage of any Goods in transit. It is the responsibility of the Buyer to let the carrier know if there is visible damage upon delivery.

(c) Unless otherwise agreed in writing by the Parties, delivery shall be EXW (INCOTERMS 2020) ready for loading at Dseal's designated facility.

(d) Dseal may, in its sole discretion, without liability or penalty, make partial deliveries of Goods to Buyer for an individual Order. Each delivery will constitute a separate sale, and the Buyer shall pay for the units delivered whether in whole or partial fulfillment of an individual Order.

(e) A packing list shall accompany all deliveries of Goods to Buyer. Buyer shall confirm the packing list against all received Goods from Dseal. Dseal is not under any circumstances responsible for lost or missing Goods beyond the Delivery Point. Buyer shall accept all deliveries of Goods by signature.

(f) Claims for shortages or other errors must be made in writing to Dseal within five (5) days after delivery at the Delivery Point.

7Non-delivery

(a) For each individual Order, the quantity of any installment of Goods as recorded by Dseal on dispatch from Dseal's facilities is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary.

(b) For each individual Order, Dseal shall not be liable for any non-delivery of Goods unless Buyer gives written Notice to Dseal of the non-delivery within five (5) days of the date when the Goods would in the ordinary course of events have been received.

(c) For each individual Order, any liability of Dseal for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time.

8Title and Risk of Loss

For each individual Order, title and risk of loss pass to the Buyer upon delivery of the Goods at the Delivery Point. As collateral security for the payment of the purchase price of the Goods for any individual Order, Buyer hereby grants to Dseal a lien on and security interest in and to all of the right, title, and interest of Buyer in, to, and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a valid charge and lien under applicable Indian law, including the Sale of Goods Act, 1930.

9Amendment and Modification

This Agreement may only be amended or modified in writing that specifically states that it amends this Agreement and is signed by an authorized representative of each Party.

10Inspection and Rejection of Nonconforming Goods

(a) For each individual Order, the Buyer shall inspect the Goods within ten (10) days of receipt ("Inspection Period"). Buyer will be deemed to have accepted the Goods unless it notifies Dseal in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as required by Dseal. "Nonconforming Goods" means only Goods made available at the Delivery Point that are materially different from those provided for in the applicable Order Confirmation. Buyer expressly agrees that Nonconforming Goods do not include "back-ordered" Goods or Goods that are delayed, lost, or damaged in transit.

(b) For each individual Order, if Buyer timely notifies Dseal of any Nonconforming Goods, Dseal shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, which may include replacing a part or component of a Nonconforming Good to make it conform, or (ii) credit or refund the price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. If indicated by Dseal, Buyer shall ship the Nonconforming Goods to Dseal's facility in Ghaziabad, Uttar Pradesh, for Dseal to determine if a replacement or refund is appropriate. If Dseal exercises its option to replace Nonconforming Goods, Dseal shall, after receiving Buyer's shipment of Nonconforming Goods, ship to Buyer the replacement Goods. In the event of a credit or refund, Dseal reserves the right to determine the appropriate price for Nonconforming Goods and the appropriate refund or credit amount. At no time and in no event does Dseal guarantee a full refund, and under no circumstances shall Buyer be entitled to deduct the Nonconforming Goods from any remittance due to Dseal. In all cases, Dseal reserves the right to inspect and assess all Nonconforming Goods and all returns of Goods by Buyer.

(c) For each individual Order, the Buyer acknowledges and agrees that the remedies set forth in Section 10(b) are the Buyer's exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Section 10(b), all sales of Goods to Buyer are made on a one-way basis, and Buyer has no right to return Goods purchased under this Agreement to Dseal.

11Price

(a) For each individual Order, Buyer shall purchase the Goods from Dseal at the price(s) set forth in the applicable Order Confirmation for that particular Order.

(b) Unless otherwise noted, all prices noted in Product Specifications, Sales Quotes, and Order Confirmations are exclusive of all Goods and Services Tax (GST), sales, use, and excise taxes and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes for each individual Order.

(c) A 3% convenience fee will be added to all invoices paid over ₹5,00,000 via credit card.

12Payment Terms

(a) Payment terms are 2% 10 Days, Net 30 unless otherwise specified in an individual Order; provided, that the 2% discount does not apply if paying via credit card, on any prepayment prior to delivery or on freight, tax, or any other charges.

(b) Buyer shall pay interest on all late payments at the rate of eighteen percent (18%) per annum or the highest rate permissible under applicable Indian law, whichever is lower, calculated daily and compounded monthly. Buyer shall reimburse Dseal for all costs incurred in collecting any late payments, including, without limitation, collection fees, and attorneys' fees in addition to all other remedies available under these Terms or at law (which Dseal does not waive by the exercise of any rights hereunder). Dseal shall be entitled to suspend the delivery of any Goods if the Buyer fails to pay any amounts when due hereunder and such failure continues for three (3) days following written Notice thereof.

(c) Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Dseal, whether relating to Dseal's breach, bankruptcy, or otherwise.

(d) Dseal expressly reserves the right to require prepayment or a deposit on a case-by-case basis.

(e) All Orders totaling ₹2,50,000 or more must be accompanied by a signed purchase Order.

(f) Retainage will not be allowed.

13Intellectual Property Rights

(a) Ownership. Buyer acknowledges and agrees that:

(b) Prohibited Acts. Buyer shall not:

14Limited Warranty

(a) Dseal offers limited warranties on its Goods that vary in duration ("Warranty Period"), scope, terms, and conditions depending on the type of Goods (each, a "Limited Warranty" and collectively, "Limited Warranties"). Such Limited Warranties are set forth on Dseal's Website and are hereby incorporated into this Agreement by this reference. Limited Warranties may be amended, revised, and/or updated by Dseal from time to time without notice, as applicable and as reasonably necessary.

(b) Except for the applicable Limited Warranties set forth in Section 14(a), DSEAL MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) IMPLIED CONDITIONS OR WARRANTIES UNDER THE SALE OF GOODS ACT, 1930, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. Dseal disclaims all and assumes no liability for the nonperformance of incompatible system components or accessories of any Goods.

(c) For each Order, products manufactured by a third party ("Third Party Product") may constitute, contain, be contained in, incorporated into, attached to, or packaged together with the Goods. Third Party Products are not covered by the Limited Warranties set forth in Section 14(a). FOR THE AVOIDANCE OF DOUBT, DSEAL MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

(d) Dseal shall not be liable for a breach of any applicable Limited Warranty set forth in Section 14(a) for any Good(s) under any individual Order unless: (i) Buyer gives Notice to Dseal of the defect(s) in the Good(s) pursuant to the terms and conditions of Section 14(e) within seven (7) days of the time when Buyer discovers or ought to have discovered the defect(s); (ii) Dseal is given a reasonable opportunity after receiving the Notice to examine such Good(s) and Buyer (if requested to do so by Dseal) returns such Good(s) to Dseal's facility at Dseal's expense for the examination to take place there pursuant to the terms and conditions of Section 14(e), and (iii) Dseal reasonably verifies Buyer's claim of the defect(s) in the Good(s).

(e) To sufficiently report or give Notice of any defect under this Agreement and to claim any rights granted by any applicable Limited Warranty set forth in Section 14(a) for any individual Order, Buyer shall:

(f) For each individual Order, Dseal shall not be liable for a breach of any applicable Limited Warranty set forth in Section 14(a) if: (i) Buyer makes any further use of such Good(s) after giving such Notice; (ii) the defect arises because Buyer failed to follow Dseal's oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the Good(s); or (iii) Buyer alters or repairs such Good(s) without the prior written consent of Dseal.

(g) Subject to Section 14(e), and Section 14(f), with respect to any Good(s) determined to be defective due to manufacturing error during the Warranty Period for any individual Order, Dseal shall, in its sole discretion, either: (i) fully repair or replace such Good(s) (or the defective part or component) or (ii) credit or refund the price of such Good(s) in an amount determined by Dseal provided that, if Dseal so requests, the Buyer shall, at Dseal's expense, return such Good(s) to Dseal.

15Limitation of Liability

(a) IN NO EVENT SHALL DSEAL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS, OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS, ANY ORDER OR ORDER TERMS. IN NO EVENT SHALL DSEAL'S LIABILITY WITH RESPECT TO ANY GOOD EXCEED THE PRICE ACTUALLY PAID BY BUYER TO DSEAL FOR SUCH GOOD. THE LIMITATIONS IN THIS SECTION 15 SHALL APPLY WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY FORESEEN BY BUYER, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

16Compliance with Law

Buyer shall comply with all applicable laws, regulations, and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Buyer. Buyer assumes all responsibility for import and export clearance with respect to the Goods. Dseal may terminate this Agreement or any Order upon written notice to Buyer if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.

17Termination

In addition to any rights or remedies that may be provided under these Terms, Dseal may terminate this Agreement or any Order with immediate effect upon written Notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement for any individual Order; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

18Waiver

No waiver by Dseal of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Dseal. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

19Confidential Information

All non-public, confidential, or proprietary information of Dseal, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Dseal to Buyer, whether disclosed orally or disclosed or accessed in written electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Dseal in writing. Upon Dseal's request, Buyer shall promptly return all documents and other materials received from Dseal. Dseal shall be entitled to injunctive relief for any violation of this Section 19. This Section 19 does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

20Force Majeure

Dseal shall not be liable or responsible to Buyer, or be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Dseal including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to either Party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

21Assignment

Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Dseal. Any purported assignment or delegation in violation of this Section 21 is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.

22Relationship of the Parties

The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or another form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have the authority to contract for or bind the other Party in any manner whatsoever.

23No Third-Party Beneficiaries

This agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

24Governing Law

All matters and disputes arising out of or relating to this Agreement shall be solely and exclusively governed by and construed in accordance with the laws of India, including but not limited to the Sale of Goods Act, 1930, and the Indian Contract Act, 1872, without giving effect to any choice or conflict of law provision or rule. Application of the United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded.

25Jurisdiction and Venue

The Parties agree that any dispute, claim, or action relating to or arising from or under this Agreement or an Order shall be exclusively brought in the competent courts situated in Ghaziabad, Uttar Pradesh, India, and each Party irrevocably submits to the exclusive jurisdiction of such courts.

26Notices

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be written in English and addressed to the Parties at the addresses set forth on the cover page of this Agreement or to such other address that may be designated by the receiving Party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section 26.

27Severability

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

28Survival

Provisions of this Agreement which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including but not limited to Sections 13, 16, 19, 24, 25, and 28.

29Export Matters

Goods, and any technical information related thereto, may be subject to the Indian and/or other national or international laws and regulations controlling the export and re-export of technical data and Goods, or limiting the export of certain Goods to specified countries and denied parties, including companies and individuals. Dseal shall not be obligated under this Agreement to export, transfer, or deliver any Goods or related technical information to Buyer if prohibited by applicable law or until all necessary governmental authorizations have been obtained. Dseal shall not be liable under this Agreement for any expenses or damages resulting from failure to obtain or delays in obtaining any required government authorizations. Buyer shall comply fully with all export administration and control laws and regulations of the Government of India and/or other national or international laws and regulations as may be applicable to the export, re-export, resale, or other disposition of any Goods purchased from Dseal.