NOVENTIQ 
TERMS & CONDITIONS

All sales made by Softline Company ("Softline") to its customers/Purchasers/distributors are subject to these terms and conditions (T&C). Purchaser's acceptance of these T&C shall be made by below actions, whichever occurs first.

(i) Purchaser providing a purchase order pursuant to the Softline proposal or

(ii) Purchaser’s acceptance of any Product from Softline

These T&C shall form an integral part & considered to be applicable on all Purchase orders released by Purchaser on Softline. Any other terms and conditions stipulated from time to time shall be over and above these terms unless specifically agreed by Softline in writing. Any additional or different terms in Purchaser’s PO or submitted by Purchaser shall not be applicable unless specifically agreed by Softline in writing.

1. ORDERING

Purchaser must provide Softline with complete Product order information as required by Softline, which includes but not limited to (i) Product description, (ii) unit quantity, (iii) product number and/or vendor part number, (iv) current unit price as provided by Softline, (v) correct billing & shipping address and (vi) GST registration details. Softline reserves the right to require additional information based on the requirements of the manufacturer or publisher of the Product.

In case of OEM Annuity contracts/agreements, the purchase order placed in the First Year should be for the complete duration of license subscription agreement signed with OEM or publisher of license which would be subsequently billed to Purchaser at the date of agreement anniversaries from the agreement start date.

For consumption based licenses like Azure, Dynamics Purchase order should be placed with an approval to bill the consumption, exceeding the value of purchase order, immediately to buyer.

All Product pricing, description and availability information (“Information”) provided by Softline, in any form, is the property of Softline. Softline hereby grants Purchaser a limited, non-exclusive, non- transferable right to use the Information for only Purchaser’s internal use. Purchaser agrees to hold in confidence and not to directly or indirectly use, reveal, report, publish, disclose or transfer to any other person or entity any of the Information or utilize the Information for any purpose except as permitted herein. SOFTLINE MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED ON THE INFORMATION. ALL INFORMATION IS PROVIDED TO PURCHASER “AS IS.” SOFTLINE HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, RELATING TO INFORMATION INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.

2. PRICE

Product prices are subject to change as per the publishers & OEM’s policy. Price validity & any subsequent price revision arising due to change in publisher & OEM policy will be communicated to the customer within reasonable time. The prices mentioned in the proposal are exclusive of taxes as mentioned in para 5 below.

3. DELIVERY

Softline will deliver the products to the Purchaser within 1-2 weeks from the date of receipt of purchase order as per shipping location mentioned unless there’s a delay in acceptance & signing of publisher & OEM documents for product activation by Purchaser. Software Licenses will be delivered ONLY in electronic mode and under no circumstances physical delivery of Software Licenses will made. In case of Microsoft products, Software Licenses can be downloaded from Microsoft Volume Licensing Site https://licensing.microsoft.com/eLicense/L1033/Default.asp for which customer would get authorized once the order or agreement is processed. Purchaser shall examine all Products upon receipt and

shall notify Softline immediately of all discrepancies. Such notice shall be reasonably detailed and shall specify the discrepancy. Failure to give such notice within the time specified herein shall be deemed an acceptance of the Products as of the date of shipment.

4. CREDIT LIMIT AND PAYMENT TERMS

Softline will provide a credit line to its Purchasers based on their financial wealth and business transactions. The Purchaser shall furnish to Softline all financial information reasonably requested by Softline from time to time for the purpose of establishing or continuing Purchaser’s credit limit. Purchaser agrees that Softline shall have the right to decline to extend credit to Purchaser and to require that the applicable purchase price be paid prior to shipment. Softline shall have the right from time to time, without notice, to change or revoke Purchaser’s credit limit on the basis of changes in Softline’s credit policies or Purchaser’s financial condition and/or payment record.

Purchaser shall pay against all the Softline Invoices within 30 (thirty) days from the date of Invoice. Payment towards the OEM/Publisher products will be independent and not linked to any Installation, services, documentation etc. Payment by way of Bank transfers (NEFT, RTGS) or cheques subject to clearance will be allowed. If Purchaser fails to make timely payment of any amount invoiced hereunder, Interest at 18% per annum will be levied from the date of Invoice. Repeated failure to pay an invoice by the due dates shall be considered a breach of Buyer’s obligations.

Softline shall have the right, in addition to any and all other rights and remedies available to Softline at law or in equity, to immediately call back the products or revoke any or all credits extended, to delay or cancel future deliveries and/or to reduce or cancel any or all quantity discounts extended to Purchaser. Purchaser shall pay all costs of collection including reasonable attorneys’ fees. Any obligation of Softline under these terms and conditions to deliver Products on credit terms shall terminate without notice if Purchaser files a voluntary petition under a bankruptcy statute or any other statute relating to insolvency or protection of the rights of creditors, or makes an assignment for the benefit of creditors, or if an involuntary petition under a bankruptcy statute or any other statute relating to insolvency or the protection of rights of creditors is filed against Purchaser, or if a receiver, manager, liquidator or trustee is appointed to take possession of the assets of Purchaser.

5. TAXES AND ISSUE OF CERTIFICATES

Purchaser shall bear applicable state and other government taxes (such as sales, use, customs, Octroi, LBT etc.) as applicable at the time of billing. Unless otherwise specified, prices do not include such taxes. Exemption certificates, if any, must be presented to Softline prior to shipment if they are to be honored.

The government certificates (including exemption certificates) like form C, H, TDS etc. which a Purchaser needs to issue to Softline shall be issued on due basis. Any delay, default in issuing these certificates will attract interest at 18% per annum and also Softline shall have the right, in addition to any and all other rights and remedies available to Softline at law or in equity, to immediately revoke any or all credit extended, to delay or cancel future deliveries and/or to reduce or cancel any or all quantity discounts extended to Purchaser.

6. WARRANTY

Product warranties, if any, are provided by the manufacturer or publisher of the Products. Softline makes no warranties whatsoever. IN NO EVENT SHALL SOFTLINE BE LIABLE FOR ANY CONSEQUENTIAL DAMAGES OR DAMAGES OF ANY KIND OR NATURE ALLEGED TO HAVE RESULTED FROM ANY BREACH OF WARRANTY. SOFTLINE DOES NOT WARRANT THE MERCHANTABILITY OF THE PRODUCTS OR THEIR FITNESS FOR ANY PARTICULAR PURPOSE. SOFTLINE MAKES NO WARRANTY, EXPRESS OR IMPLIED, OTHER THAN THOSE SPECIFICALLY SET FORTH HEREIN.

7. CANCELLATIONS AND PRODUCT RETURNS

No cancellations will be allowed once the Purchase Order is placed. Softline reserve the right to collect the amount against a cancellation request received from the Purchaser after processing the order.

The Softline sale will be considered to be complete once the product or Software is shipped or delivered to the customer as per note 3. Return or Rejection, for any reason of the product or Software during the term of subscription shall not be allowed under any circumstances once the sale is complete.

8. PATENT AND TRADEMARK INDEMNITY

SOFTLINE SHALL HAVE NO DUTY TO DEFEND, INDEMNIFY, OR HOLD HARMLESS PURCHASER FROM AND AGAINST ANY OR ALL DAMAGES AND COST INCURRED BY PURCHASER ARISING FROM THE INFRINGEMENT OF PATENTS OR TRADEMARKS OR THE VIOLATION OF COPYRIGHTS BY PRODUCTS.

9. LIMITATION OF LIABILITY

SOFTLINE SHALL NOT BE LIABLE TO PURCHASER, PURCHASER'S CUSTOMERS, OR ANY OTHER PARTY FOR ANY LOSS, DAMAGE TO PROPERTY OR OTHERWISE, OR INJURY INCLUDING BODILY INJURY/DEATH THAT RESULTS FROM THE USE OR APPLICATION BY PURCHASER, PURCHASER'S CUSTOMER, OR ANY OTHER PARTY, OF PRODUCTS DELIVERED TO PURCHASER. IN NO EVENT SHALL SOFTLINE BE LIABLE TO PURCHASER, PURCHASER'S CUSTOMERS OR ANY OTHER PARTY FOR LOSS, DAMAGE, OR INJURY OF ANY KIND OR NATURE ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, OR ANY AGREEMENT INTO WHICH THEY ARE INCORPORATED, OR ANY PERFORMANCE OR NONPERFORMANCE UNDER THESE T&C BY SOFTLINE, ITS EMPLOYEES, AGENTS OR SUBCONTRACTORS, IN EXCESS OF THE NET PURCHASE PRICE OF THE PRODUCTS OR SERVICES ACTUALLY DELIVERED TO AND PAID FOR BY PURCHASER HEREUNDER. IN NO EVENT SHALL SOFTLINE BE LIABLE TO PURCHASER OR ANY OTHER PARTY FOR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF GOOD WILL, LOSS OF ANTICIPATED PROFITS, OR OTHER ECONOMIC LOSS ARISING OUT OF OR IN CONNECTION WITH SOFTLINE'S BREACH OF, OR FAILURE TO PERFORM IN ACCORDANCE WITH ANY OF THESE TERMS AND CONDITIONS, OR THE FURNISHING, INSTALLATION, SERVICING, USE OR PERFORMANCE OF ANY PRODUCTS OR INFORMATION SOFTLINE SHALL PROVIDE HEREUNDER, EVEN IF NOTIFICATION HAS BEEN GIVEN AS TO THE POSSIBILITY OF SUCH DAMAGES. PURCHASER HEREBY EXPRESSLY WAIVES ANY AND ALL CLAIMS FOR SUCH DAMAGES. IN NO EVENT SHALL SOFTLINE HAVE ANY LIABILITY FOR ANY PRODUCTS USED FOR AVIATION, MEDICAL, LIFESAVING, LIFE-SUSTAINING OR NUCLEAR APPLICATIONS.

10. DATA PROTECTION

To the extent the parties are processing personal data for the preparation and/or performance of the Purchase order/s, each party is independently liable for observing the applicable legal requirements for the lawful processing of personal data in the context of its activities undergone for the purposes of the commercial relationship. Insofar any of the parties would at any time act as a data processor of the other party in the context of the commercial relationship as per the applicable data protection laws, the parties shall enter into a data processing agreement (in accordance with the applicable legal requirements) or an equivalent thereto in order to ensure legal compliance with respect to such data processing. To ensure the timely, transparent and meaningful information of the data subjects, as required by the applicable data protection law, each party will prepare and will be responsible for the content of its own information notice regarding the processing of personal data it performs with respect to the other party’s representatives / employees and/or other persons representing that party. In this respect, the information notice prepared by Softline is available here. To facilitate the communication process with the data subjects, the other party undertakes to

communicate this information notice to its own representatives / employees and/or other persons on Softline’s behalf and, upon request, to provide proof thereof to Softline. This obligation is applicable during the contractual term and regards any and all parties’ representatives / contact persons / employees whose personal data is to be disclosed to Softline relating to the Purchase order/s. The other party shall ensure the communication of the information notice within 30 calendar days of the time of disclosing the personal data to Softline. Softline agrees to provide the information notice likewise prepared by the other party to its own representatives / employees and/or other persons, upon receipt of such information notice from the other party.

11. COMPLIANCE TO BUSINESS CONDUCT GUIDELINES

Softline appreciates great business relationship build on strict compliance with the current legislation, which regulates the anti-corruption issues. Softline declares the categorical rejection of dishonest and illegal ways of doing business and voluntarily accepts the applicable requirements for prevention of corruption, established by national and international bodies and organizations. We prohibit any and all corrupt activities related to public officials, as well as any form of bribing public officials or persons working in commercial companies. Softline expects the same behavior from its business partners and personnel, adhering to Softline’s business conduct guidelines. (link provided below) Softline Business Conduct Guidelines: https://softline.com/en/about/business-conduct-guidelines

12. COMPLIANCE TO U.S. EXPORT LAWS AND OTHER RELEVANT EXPORT CONTROL LAWS

Purchaser acknowledges and shall advise its customer that the product, equipment, technology and/or software (“Product(s)”) supplied hereunder may be subject to the controls of the United States Department of Commerce or other relevant export control laws, and that the Products may require authorization prior to export, re-export or transfer in-country to any Customer in India who is required to obtain a license before the purchase of the Product. Specifically, purchaser agrees that it will not directly or indirectly export, re-export, transfer in-country, or transfer of the Product to any Customer in India who is required to obtain an license before the purchase of the Product or otherwise distribute Products, or direct products thereof, in violation of any export control laws or regulations of the United States. Purchaser warrants that it will not directly or indirectly export, re-export or transfer in-country any Products with knowledge that they will be used in the design, development, production, or use of chemical, biological, nuclear, or ballistic weapons, or in a facility engaged in such activities, unless Purchaser has obtained prior approval from the Department of Commerce or other relevant authority (ies).. Purchaser further warrants that it will not export, re-export or transfer in-country directly or indirectly, any Products to embargoed countries or sell Products to companies or individuals listed on the Denied Order issued by the United States. Purchase further warrants that the Purchaser shall communicate and stipulate all the above stated conditions to the Purchaser’s Customer.

13. CHOICE OF LAW/CHOICE OF FORUM

These T&C (and any agreement into which they are incorporated) shall be construed, interpreted and enforced under and in accordance with the laws of India, excluding its conflicts or choice of law rule or principles which might refer to the law of another jurisdiction. Purchaser agrees to exercise any right or remedy in connection with these T&C exclusively in, and hereby submits to the jurisdiction of India. The courts situated in Mumbai will have non-exclusive jurisdiction and venue over any dispute or controversy that arises out of these T&C.

14. NOTICES

All notices, requests, demands, and other communications that either party may desire to give the other party must be in writing and may be given by (i) mailing the same by registered or certified mail, return receipt requested, or via nationally recognized courier services to the party at the address of such party as set forth herein, at the official corporate address of such party, or such other address as the parties may hereinafter designate, or (ii) facsimile subsequently to be confirmed in writing pursuant to item (i) above. 

15. PARTIAL INVALIDITY

If any provision of these terms and conditions shall be held to be invalid, illegal or unenforceable, such provision shall be enforced to the fullest extent permitted by applicable law and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

16. NO WAIVER

Failure or delay of Softline to exercise a right or power under these terms and conditions shall not operate as a waiver thereof, nor shall any single or partial exercise of a right or power preclude any other future exercise thereof.

17. ORDER OF PRECEDENCE

In the event of any ambiguity or contradiction related to product, its features, usage & term, terms and conditions of agreement signed between OEM/Publisher of license and Purchaser, shall prevail.