General Terms and Conditions of Sale - Voyager Trading Partners

1. Definitions

For the purpose of this General Conditions, the words and expressions written in capital letters, if not defined elsewhere have the following meanings:

"Affiliate" means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another person.
"Agreement" means the General Conditions, Sales Contract, Work Order, invoice, and any other documents issued hereunder, from time to time.
"Authority" means any regulatory, administrative, intergovernmental, governmental, quasi-governmental, or supervisory body, or court or tribunal (including arbitral tribunal) or stock exchange.
"Buyer" means the Person to whom a Sales Contract is issued by the Seller for the sale of the Products.
"Business Day" means a day when the banks in Mumbai, India or in New York, United States are open for ordinary banking business.
"Force Majeure" includes fire, hurricane, flood, pandemic, perils of the sea or other acts of God; labor dispute, strike, failure of usual sources of raw material, breakdown or failure of plant or equipment, including transportation facilities; war (whether declared or undeclared), riots, civil commotion, terrorism or sabotage, delay of carriers due to breakdown, arrest of any vessel or other transport mode, or adverse weather, embargoes or transport movement restrictions; any applicable foreign or domestic government regulation or order (including any sanctions or restrictions) whether or not it later proves to be invalid; import and export restrictions; or other contingency beyond the reasonable control of the Seller.
"Interest" means 1.5% p.m, calculated on a 360-day year basis and applied on a day count for each day of delay.
"Person" means any natural person, corporation, company, voluntary association, partnership, joint venture, trust (including a business trust), unincorporated organization, Authority, or any agency thereof.
"Products" means the goods sold by the Seller to the Buyer as per the Sales Contract.
"Purchase Order" means an order issued by the Buyer to the Seller for the supply of Products by Seller, specifying the description of Products, quality, quantity, and other relevant details.
"Seller" means Voyager Trading Partners LLC and/or any of its Affiliates.
"Services" means the services to be provided by the Seller to the Buyer, as described in the applicable Work Order.
"Sales Contract" means an order confirmation issued by the Seller to Buyer as a response to a Purchase Order, setting out the description of Products, quality, quantity, price, payment terms, delivery terms, and other applicable terms.
"Sanction" means any sanction administered or enforced by any Authority including the U.S. Office of Foreign Assets Control, the U.S. Department of State, the U.S. Bureau of Industry and Security, the United Nations Security Council, the European Union, his Majesty's Treasury; or otherwise.
"Sanctioned Person" means any Person that is subject to; or located in any jurisdiction that is the subject of any Sanction.
"Tax" means a charge, deduction, duty (including stamp duty, financial institutions duty, transaction duty and bank account debit tax), fee, impost, levy, tax (including any consumption tax, goods and services tax and value added tax, transaction tax, indirect tax or sales tax) and withholdings (however it is described), that is imposed by law or by a government agency, together with any interest, penalties, fines and expenses in connection with any of them.
"Work Order" means a document setting out the scope, deliverables, and commercial terms for any Services to be performed by the Seller for the Buyer.

2. Scope of the Agreement

The terms and conditions contained herein ("General Conditions") shall apply to all sales of Products and Services by the Seller to the Buyer. These General Conditions shall supersede all prior oral/written communications/discussions/quotations/agreements/understanding between the Seller and Buyer for sale of Products and availing of Services. The Parties expressly exclude any of Buyer's general terms and conditions contained in any Purchase Order or other document issued by Buyer. The Seller shall have the right to amend these General Conditions of sale from time to time. Deviation from these General Conditions of sale requires the explicit written approval of the Seller.
In the event of any conflict between the terms of: (i) General Conditions or Sales Contract and the terms of any Purchase Order or any other document issued by Buyer, General Conditions / Sales Contract shall prevail; (ii) General Conditions and the Sales Contract, the provisions of the Sales Contract shall prevail; and (iii) General Conditions and Work Order, the provisions of Work Order shall prevail.
Where an Affiliate of the Buyer is a purchaser of the Products and/or avails Services hereunder, the Buyer agrees that it shall be jointly and severally liable to the Seller for punctual performance of the obligations of such Affiliate in relation to purchase of Products and/or availing of Services. The Buyer shall be and remain directly, independently, and primarily liable for all sums due to the Seller by such Affiliate. The Seller shall not be required first to initiate any suit or to exhaust its remedies against such Affiliate and when making any demand hereunder against the Buyer, the Seller shall be under no obligation to make a similar demand on such Affiliate, and any failure by the Seller to make any such demand or to collect any payments from the Affiliate shall not relieve the Buyer of its obligations.

3. Sale and Purchase of the Products

The Buyer shall place orders for purchase of Products by placing a Purchase Order to the Seller.
A Purchase Order issued by the Buyer shall not be deemed to be accepted unless and until the Seller issues a corresponding Sales Contract.
The Agreement shall be formed and become binding upon issuance of the Sales Contract by the Seller and the Buyer's written acceptance thereof.
A Sales Contract may not be cancelled or modified by the Buyer without the Seller's prior written consent. The Seller reserves the right to charge the Buyer for all costs and expenses incurred in connection with any cancellation or modification requested by the Buyer.
The Seller shall carry out the applicable onboarding and Know Your Customer checks as may be necessary, and the Buyer agrees to provide requisite cooperation and support to the Seller to complete such onboarding processes.

4. Services

The Agreement shall be formed and become binding upon issuance of the Work Order by the Seller and the Buyer's written acceptance thereof.
Each Work Order shall constitute a complete statement of the terms applicable to the relevant Services and shall supplement the terms and conditions of this Agreement solely with respect to the Services to be provided under such Work Order.
The fees applicable to each component of the Services shall be set out in the relevant Work Order. The Seller shall issue invoices either in advance or in arrears, as agreed between the Parties in the applicable Work Order. All invoices shall be payable on or before the due date specified therein, in immediately available funds.

5. Title and Risk

Risk of loss or damage to the Products shall pass to the Buyer upon loading of the Products onto carrier at the loading point unless agreed otherwise in the Sales Contract.
Title to the Product shall pass from the Seller to the Buyer upon receipt by the Seller of the full price for the Products.
The Buyer shall, in the ordinary course of business, sell or otherwise dispose of the Products, provided that the Buyer complies with its obligations under the Agreement.
Until title to the Products has passed to the Buyer, if the Buyer processes the Products sold by the Seller, the Seller shall acquire title to the goods resulting from such processing. If such processing or transformation involves materials not supplied by the Seller, the Seller shall acquire co-ownership in the resulting goods in the ratio of the invoice value of the Seller's Products to the invoice value of the other materials used.

6. Delivery

Any time specified by Seller for delivery of Product is an estimate only and subject to availability of carrier.
Unless otherwise agreed in writing, the Seller is entitled to make deliveries by instalments or partial deliveries. Each instalment shall be construed as constituting a separate agreement to which all the provisions of the General Conditions shall apply, with any necessary modifications.
The Buyer shall verify the Products upon delivery and notify the Seller in writing of any defects or shortcomings not later than three (3) days from the date of detection of such defects or shortcomings, together with reasonable supporting evidence. Any such notification by the Buyer shall not relieve or suspend the Buyer's obligation to pay the price in full in accordance with the Agreement, and the Buyer shall not reject the Products or exercise any right of set-off, withholding or deduction on account of any such defects or shortcomings. The Buyer shall cooperate with the Seller in good faith to facilitate a joint inspection of the Products, if required. To the extent any such defects or shortcomings are mutually agreed by the Parties pursuant to such verification or inspection, the Seller shall issue a credit note for the agreed amount, which shall constitute the Buyer's sole and exclusive remedy in respect of such defects or shortcomings.

7. Payment Terms

Prices of the Products are those as set out in invoice. Unless agreed otherwise, Seller's price is exclusive of Taxes, as applicable for the time being, in any jurisdiction levied in connection with the sale of Products to Buyer shall be for Buyer's account and same shall be added to each invoice by the Seller.
All payments by the Buyer must be paid only in Seller's bank account as provided under the invoice, in immediately available funds in Indian Rupees, and without any set-off, adjustment or counterclaim of any kind. The Buyer shall not be discharged of its obligation to pay the price, unless the Seller receives the entire invoice amount (and not part payments) in freely available funds. The Buyer shall pay the price of the Products on the due date mentioned on the Seller's invoice. The time of the payment of the price shall be of the essence of the Agreement. Where the invoice due date is not a Business Day, then payment shall be due on the immediately prior Business Day.
The Buyer shall make all payments required to be made under this Agreement without deduction or withholding of any applicable Taxes imposed by any governmental or revenue authority of any jurisdiction. If the Buyer is required by law to deduct any Tax from any Consideration under this Agreement, then the Buyer must pay that amount to the appropriate authority and promptly give Seller evidence of payment; and the amount payable to Seller under this Agreement is grossed up such that the Seller receives the same amount it would have received had no deduction or withholding been made.
The Buyer shall be liable to pay GST and other Taxes at the prevailing rate as applicable.
Without prejudice to any other right or remedy available to it, any default by the Buyer to make any payment shall constitute breach of this Agreement and shall entitle the Seller to the following: (i) levy an Interest on any outstanding amount; (ii) recover loss, costs, including collection costs and legal fees, incurred by the Seller to recover all or part of its payment claims from the Buyer; (iii) set-off payments received from Buyer for Products under the Agreement to cover debts or any non-payment of Seller or any affiliate thereof; (iv) the right to change or suspend or cancel performance under any or all Agreements; and (v) the right to exercise all rights and remedies available to it under applicable law.

8. Representations and Warranties

The Buyer represents, warrants and covenants, and shall be deemed to repeat and confirm the accuracy of the following representations and warranties on the date of each Sales Contract and/or Work Order issued under this Agreement, from time to time: (1) it is duly incorporated and validly existing under the laws of its India; (2) it is not insolvent and able to pay its debts as they fall due in the ordinary course; (3) it holds all licenses and approvals and corporate authorizations to enter into and perform this Agreement and such other documents contemplated herein; (4) this Agreement when executed shall form its binding obligation enforceable in accordance with its terms; and (5) the authorized representatives executing the Agreement have been duly authorized to bind the party; (6) it holds all permits, consents and governmental authorizations required to import the Products including applicable licenses to handle hazardous materials which will be prepared for shipment, loaded, shipped and unloaded in compliance with all applicable federal, state and local laws, rules and regulations regarding the handling and transportation of hazardous materials; (7) it and each of their respective directors, officers, agents, employees, and Affiliates are neither a Sanctioned Person nor in breach of any Sanctions or any applicable law; (8) there is no litigation, dispute or claim that is pending that can cause a material adverse effect on the business of the Buyer; and (9) it has the financial capacity to pay the price in immediately available funds to the Seller as and when due.
The Seller represents and warrants that: (1) it has good, valid and marketable title to the Products; and (2) the Products and/or Service shall conform to and meet the specifications expressly set out in the applicable Sales Contract and/or Work Order, respectively. The Seller makes no other representation or warranties, express or implied, including without limitation, warranties of merchantability and fitness of Product and/or Services for a particular purpose, and Seller expressly disclaims all other representations and warranties and any and all other obligations or liabilities whether under law, equity, custom or otherwise.

9. Force Majeure

Notwithstanding any other provisions in this Agreement, any delay in shipment or delivery or receipt of Product or other non-performance, in whole or in part, by Seller is excused if performance as agreed is hindered by occurrence of any Force Majeure event without any liability for loss, damage, costs, expense or claims for compensation against the Seller.
Where applicable, the Seller will give written notice to the Buyer in case of delays or non-performance caused beyond its control, and the Sales Contract / Work Order in effect between Seller and the Buyer will be considered to be suspended.
Delay or non-performance will be excused only as long as the condition causing the delay or non-performance continues. In the event that performance of Seller is delayed or prevented, then Seller has the right, at its option, (a) to cancel the Sales Contract and/or Work Order to the extent of Seller's non-performance by giving written notice of cancellation to Buyer or (b) to ship remaining quantities in one or more lots after the condition triggering Force Majeure has ended (but not beyond sixty (60) days).
A Force Majeure Event shall not operate to suspend any payment obligation(s) of the Buyer under the Agreement.

10. Export Prohibition

The Buyer recognizes that, where applicable, U.S. law or regulations may prohibit delivery of product or transshipment to restricted individuals, destinations (e.g., Iran, Syria, Sudan, Cuba, North Korea, Crimea/Sevastopol) or entities and the Buyer agrees that it shall make due inquiry and not cause or permit the Products sold under the Agreement to be delivered to any such individual, destination or entity. The Seller will not be obligated to any terms or requests including any documentary requests which are prohibited or are penalized under U.S. anti-boycott laws.

11. Indemnification

The Buyer agrees to indemnify, release, defend and hold harmless Seller and its officers, shareholders, employees, agents and successors, on demand, and on a full indemnity basis, from and against any and all losses, claims, demands, suits, attachments, judgments, penalties, fines, liabilities, damages, costs and expenses (including reasonable attorneys' fees and costs of court) that may arise in connection with or result from or relate to:
1. a breach by Buyer of any of its representations, warranties and/or obligations under the Agreement; and/or
2. any third-party claims resulting from the Agreement or the handling, storage, processing or sale by Buyer of Products or other products manufactured using Products.
An indemnity, reimbursement or similar obligation is a continuing obligation despite any intervening payment or settlement. It is not necessary for Seller to incur expense or make payment before enforcing a right of indemnity.

12. Termination

If at any time:
1. the Buyer is in breach of the Agreement and where such breach is remediable, fails to remedy it within three (3) days from the date the breach occurs;
2. Seller reasonably believes Buyer's creditworthiness has deteriorated or Buyer is insolvent (whether based on the reasonable belief by Seller that Buyer's liabilities exceed its assets; the existence of bankruptcy, assignment for the benefit of creditors, or other similar proceeding involving Buyer; a liquidation of a significant portion of the assets of Buyer; or otherwise); or
3. a sale of a majority of the assets or a change of control of the ownership, of Buyer occurs;
then in each such case, the Seller shall be entitled to suspend its obligations under the Agreement including but not limited to the supply of the Products to the Buyer, including under any Sales Contract and/or any Products in transit, or suspend any further Sales Contract, as Seller may deem fit at its option and in its discretion; and/or terminate the Agreement immediately by written notice to Buyer without any liability for any such termination.
The Buyer shall also have the right to terminate this Agreement with written notice of 30 (thirty) days to Seller, subject to continuing obligation to pay the entire outstanding amount towards sale of Products under the terms of the Agreement.
Termination shall be without prejudice to all accrued rights and obligations hereunder between the Buyer and Seller.
The provisions of Clauses 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15 shall survive any expiry or termination of the Agreement.

13. Limitation of Liability

The Seller shall not be liable for any indirect, consequential, special, incidental, punitive or exemplary damages, loss of profits, equipment downtime, claims of third parties, injury to goodwill or reputation, loss of opportunities, or injury to persons or property regardless of the legal theory on which it may be based or where the Buyer has been advised of such possibility.
Without prejudice to the foregoing, under no circumstances shall the Seller's liability for sale of Products arising out of or related to the Agreement, whether in contract, tort (including negligence and strict liability) or under any other theory of liability, exceed the invoice value of the affected Sales Contract.
The Seller's total liability arising out of or in connection with a Work Order shall be limited to ten percent (10%) of the total invoice value under such Work Order.

14. Notices

Any notice to be given or document to be delivered to either the Seller or Buyer pursuant to the Agreement will be sufficient if sent either by email or courier to the address of the intended recipient as stated in the Sales Contract or to such address as the Seller and the Buyer from time to time notify each other as their respective addresses.
Any notice required or permitted to be given hereunder shall be deemed to have been given for all purposes: (a) within 24 hours of an email having been sent unless a delivery failure message is received; (b) when, received, if hand-delivered or sent by a reputable international courier service, or (c) five (5) days after mailing, if mailed by first class certified or registered airmail, postage prepaid, return receipt requested.

15. Governing Law and Jurisdiction

This Agreement is governed by English law, without reference to its conflict of laws.
The Parties agree to carry out the arbitration proceedings in accordance with the Arbitration Rules of the Mumbai Centre for International Arbitration ("MCIA Rules"), by the sole arbitrator appointed in terms of MCIA Rules. The Parties agree that any arbitration commenced pursuant to this clause shall be conducted in accordance with the Expedited Procedure set out in Rule 12.3 of the MCIA Rules. The seat and venue of the arbitration shall be Singapore. The language to be used in the arbitration proceedings shall be English. The arbitration award shall be final and binding on all the Parties. Each Party shall bear its own costs in connection with the arbitration proceedings.
Nothing herein shall preclude the parties from exercising any statutory rights or avail of any statutory remedies as provided for under applicable law.

16. Miscellaneous

Headings are inserted for convenience only and are not to be considered when interpreting the Agreement. Words in the singular meaning and include the plural and vice versa.
The Buyer may not assign its rights or delegate its performance under the Agreement without the prior written consent of the Seller, and any attempted assignment or delegation without such consent will be void.
The Agreement constitutes the whole agreement between the Parties as to the subject-matter hereof and no agreements, contracts, representations or warranties between the Parties other than those set out in the Agreement shall bind the Parties.
The Agreement cannot be modified in any way except in writing.
The Buyer shall be solely liable to pay all stamp duty, cost of registration, transaction and other similar duties, Taxes and charges in relation to the Agreement, Purchase Order, Sales Contract arbitral award and any document. The Buyer hereby expressly waives all claims or defences against the Seller related to deficient stamp duty paid on any document or claiming unenforceability of any document arising due to non-payment or deficient payment of stamp duty or Taxes in respect to such document.
If any clause of the Agreement is held unenforceable by any court of competent jurisdiction, arbitration panel or other official finder of fact, the clause will be deleted from the Agreement and the balance of this Agreement will remain in full force and effect.
This Agreement will inure to the benefit of and be binding upon the Seller and the Buyer and their respective successors and assigns.
The Buyer shall keep the existence and terms of this Agreement including the transactions between the parties and any and all information received from the other as strictly confidential except and insofar as a disclosure will be reasonably required for the performance pursuant to the terms of the Agreement or will be required otherwise pursuant to any applicable law.
The relationship of the parties shall be that of principals and neither this Agreement nor any conduct hereunder shall be deemed to create a relationship of employer-employee, partnership, agency, joint venture or any other common enterprise.
The Buyer shall execute and deliver any and all further documents and take all such further actions as may be required by the Seller to give full effect to the Sales Contract hereunder.
The waiver by the Seller of a breach of the Agreement shall not operate, or be construed, as a waiver of any subsequent breach. All rights and remedies available hereunder to the Seller are cumulative and not exclusive.
The Seller reserves the right to freely sell, transfer, or assign any invoice to any Person at its sole discretion, without requiring the prior consent of the Buyer or any other party.