A GENERAL1. In these conditions the following words shall have the

meanings shown:a "The Company" means Hilti India Private Limited

or one of its associated or subsidiary companies asthe case may be.

b "The Buyer" means any person, firm, or companypurchasing the Goods.

c "Goods" means any products or items purchased bythe Buyer from the Company and/or products, itemsor services supplied by the Company to the Buyer.

d "The Contract" means the agreement between theCompany and the Buyer for the purchase from theCompany by the Buyer of Goods.

e Contracts include all agreements between theCompany and the Buyer for the purchase of Goodsfrom the Company by the Buyer.

2. These conditions shall be deemed to be incorporated in allContracts of the Company to sell Goods and together withany special condition appearing on the face of theCompany's invoice or in the Company's quotation shall bethe sole conditions under which the sale takes place. In thecase of any inconsistency with any order, letter or firm ofcontract sent by the Buyer to the Company or any othercommunication between the Buyer and the Companywhatever may be their respective dates, the provisionsof these conditions shall prevail unless expressly variedin writing and signed by a Director on behalf of the Company.Any concession made or latitude allowed by the Companyto the Buyer shall not affect the strict rights of the Companyunder the Contract. If, in any particular case, any of theseconditions shall be held to be invalid or shall not apply tothe Contract the other conditions shall continue in full forceand effect.

3. Statement, description, information, warranty condition orrecommendation contained in any catalogue, price list,advertisement or any communication or made verbally byany of the agents or employees of the Company shall beconstrued to enlarge, vary or override in any way anyof these Conditions unless otherwise provided herein.

B. WARRANTY AND LIMITATION OF LIABILITY FOR GOODS1. All goods are sold with the benefit and subject to the conditions

of the warranty supplied with them, which is available forinspection on request.

2. Nothing herein or in any warranty given by the Company shallimpose any liability upon the Company in respect of any defectin the Goods arising out of the acts, omissions, commissions,negligence or default of the Buyer, its employees, servants, and/or agents including in particular but without prejudice to thegenerally of the foregoing any failure by the Buyer to complywith any recommendations of the company as to storage andhandling or use or surviving of the Goods, use of the Goods withother Goods which are unsuitable for the Buyer's purpose, orother misuse of the Goods or accident or lair wear and tear ofthe Goods.

3. All implied conditions and warranties are hereby excluded.4. Test certificates furnished by the Company, if any, shall be

accepted by the Buyer as final and conclusive evidence theGoods covered by the certificate conform to the warranty, if any,given by the Company.

5. The Company makes no representation or warranty that theuse of the goods does not infring the rights of any third partyand the Company accepts no liability in this respect.

C. CONSEQUENTIAL LOSS1. The Company shall not be liable for any direct / indirect or

consequential losses (including, but not limited to loss of profitor other economic loss), costs, claims, liabilities or expensesof any nature whatsoever, whether arising out of any tortuousact or omission or of any breach of Contract or statutory dutyor duty of care of any misrepresentation or of any other causesand whether known to the Company, and calculated byreference to profits, income, production or accruals or loss oraccrual of such costs, loss or damage on a time basis orotherwise.

2. The aggregate liability of the Company (whether in contract,tort, negligence or beach of statutory duly or otherwise) to thebuyer for any direct loss or damage shall be limited to the priceof goods only.

D. FORCE MAJEUREThe Company shall be entitled to delay or cancel delivery orto reduce the amount delivered if it is prevented from orhindered in or delayed in manufacturing, obtaining or deliveringthe Goods by normal route or means of delivery through anycircumstances beyond its control including but not limited tostrikes, lock-outs, accidents, war, fire, reduction in orunavailability of power at manufacturing plant, breakdown ofplant or machinery or shortage or unavailability of raw materialsfrom normal source of supply.

E. BUYER'S RESPONSIBILITY1. The selection of a product suitable for the Buyer's purposes

depends on a range of factors. These factors include but arenot limited to on-site conditions and other circumstances of theproposed application of the product known only to the Buyer.The Buyer is solely responsible for satisfying himself that thedata supplied to the Company on which information orrecommendation made by the Company are based is correctand that any assumptions made by the Company to supplementthat data are suitable for the Buyer's purposes. The Companyaccepts no responsibility of any nature whatsoever forinformation or advice it supplies or where any data supplied bythe Buyer is incorrect or where any assumption, which theCompany has made, is unsuitable for the Buyer's purposes. TheBuyer is encouraged to raise with the Company any questionsit may have.

2. The Buyer shall be liable for and shall indemnify the Companyagainst any and all expenses, loss, liability or proceedingsuffered by a third party arising as result of or in connectionwith any act, omission, negligence, and/or beach of the termsof this Contract or otherwise through the default of the Buyer.

F. ORDERS1. The prices payable for goods shall unless otherwise stated by

the Company in writing and agreed on its behalf be the tradeprice list of the Co mpany current at the date of dispatch and inthe case of an order for delivery by instalments the pricepayable for each instalment shall be the list price of theCompany current at the date of the dispatch of such instalmentunless the price is otherwise expressly stated to be firm for afixed period.

2. Unless otherwise expressly stated to be firm for a fixed periodthe Company's prices are subject to variation to take accountof variations in wages, materials, or other costs/imposts sincethe date of the order. The Company accordingly reserves theright to adjust the invoice price by the amount of any increaseor decrease in such costs after the price is quoted and theinvoice so adjusted shall be payable as if it were the originalContract price.

3. All prices are exclusive of sales taxes and other local levies[by whatever name called] and these will be charged extra atthe appropriate rates prevailing as on the date of invoice.

4. Any payment made as an advance or security deposit will beaccepted by the Company only without liability to pay anyinterest thereon. Such advance or security deposit in case theBuyer's cancels the Contract or any part thereof or does notabide by any Contract terms the amounts lying with theCompany are liable to be set off against the losses that maybe suffered by the Company as a result thereof.

G. ADDITIONAL COSTS.The buyer agrees to pay or any loss or extra costs incurred by theCompany through failure or delay in taking delivery or through anyact or default on the part of the Buyer, its employees, servants, and/or agents.

H. PASSING OF TITLE AND RISK1. From the date of delivery to the Buyer the Goods shall be at

the risk of the Buyer who shall be solely responsible for theircustody and maintenance but unless otherwise expresslyagreed to in writing the Goods shall remain the properly of thecompany until all payments under the Contract have been madein full and unconditionally and credited to the Company'saccount. Whilst the ownership of the Company continues theBuyer shall keep the goods separate and identifiable from allother Goods in its possession as believe for the Company

2. In the event of any resale by the Buyer of the goods the beneficialentitlement of the Company shall attach to the proceeds of saleor other disposition thereof so that such proceeds or any claimtherefore shall be assigned to the Company.

3. In the event of failure to pay the price in accordance with theContract the Company shall have power to re-sell the Goods.Such power being additional to (and not in substitution for) anyother power of sale arising by operation or law or implicationsor otherwise and for such purpose the Company and itsservants, employees, and/or agents may forthwith enter uponany premises or land occupied or owned by the Buyer toremove the goods.

4. Pending payment of the full purchase price of the Goods theBuyer shall at all times keep the Goods comprehensivelyinsured against loss or damage by accident, fire, theft and otherrisks usually covered by insurance in the type of business forwhich the Goods are for the time being used in an amount atleast equal to the balance of the price for the same from timeto time remaining outstanding. The policy shall bear anendorsement recording the Company's interest and shall beproduced to the Company on request.

I. DELIVERY1. The period for delivery shall be the period within which the

Goods are intended to be dispatched from the Company'spremises and shall be calculated from the date of receipt of theCompany of the Buyer's order or from receipt of all necessaryinformation to enable the Company to manufacture or procurethe Goods whichever shall be the later and the Buyer shall takedelivery of the Goods within that period. If no period is giventhen delivery will be such time after receipt of instructions asthe Company thinks reasonable.

2. All times or dates given for delivery of the Goods are given ingood faith but without any responsibility on the part of theCompany. Time of delivery shall not be of the essence of anyContract nor shall the Company be under any liability for anydelay beyond the Company's control.

3. Where the Goods are handed over to a carrier for carriage toBuyer any such carrier shall be deemed to be an agent of theCompany and not of the Buyer for the purposes of Sale of GoodsAct, 1930 and any amendments thereof.

4. No liability for non delivery, loss or damage to the Goodsoccurring prior to delivery or for any claim that the Goods arenot in accordance with the Contract will attach to the Companyunless claims to that effect are notified in writing by the Buyerto the Company within 3 working days of delivery in the caseof partial loss or damage of Goods in transit or delivery.

5. In the event of a valid claim for non-delivery or non-compliancewith the Contract the Company undertakes, at the option, eitherto reprocess or replace the Goods at its expense but shall notbe under any further or other liability to any person in connectionwith such non-delivery, loss damage or non-compliance.

6. If for any reason the Buyer is unable to accept delivery of Goodsat the time when the Goods are due and ready for delivery theCompany may, at its sole discretion, without prejudice to itsother rights store the Goods at the risk of the Buyer and takeall reasonable steps to safeguard and insure them at the costof the Buyer provided that the Buyer shall be immediatelyinformed thereof.

7. The Company shall have the right to make delivery byinstalment of such quantities and at such intervals as it maydecide, and any express provision as to instalments in thecontract shall be in addition to and not in derogation of this right.

8. All requests for proof of delivery must be made within a periodof 21 calendar days following the date of the invoice.

9. Where the Goods are for delivery by instalments any defect inany instalment shall not be a ground for cancellation of thereminder of the instalments and the Buyer shall be bound toaccept delivery thereof.

J. CARRIAGE AND INSURANCE1. The cost of carriage/transportation and insurance of the Goods

to the Buyer's premises within India shall be in accordance withthe charges laid out in the Company's current price list.

2. In all other cases the price of the Goods shall be exclusive ofcarriage/transportation and insurance to the Buyer's premises.

K. RETURNS1. Goods supplied pursuant to the Contract cannot be returned

without the Company's prior written authorization. Dulyauthorized returns.

a) Shall be sent to the Company's premises at the Buyer'sexpense;

b) May be subject to a handling charges expressed as apercentage of the value of the Goods subject to a minimumamount as may be deemed fit by the Company, and

c) Must be in the same condition as originally supplied by theBuyer.

L. TERMS OF PAYMENT1. Payment must be made by crossed Account payee cheque or

demand draft payable at Delhi against delivery or in accordancewith the Contract on the due date mentioned on the face of theinvoice strictly net.

2. If the Goods are delivered in instalments, the Company shallbe entitled to invoice each instalment as and when deliverythereof has been made and payment shall be due on the aboveterms in respect of each instalment whereof delivery has beenmade notwithstanding non-delivery of other instalments orother default on the part of the Company.

3. If upon the terms applicable to any order the price shall bepayable by instalments or if the Buyer has agreed to takespecified quantities of Goods at specified times a default by theBuyer has agreed to take specified quantities of Goods atspecified times a default by the Buyer of the payment of anydue instalment or the failure to give delivery instructions inrespect of any quantity of Goods outstanding shall cause thewhole of the balance of the price to become due forthwith withoutany notice.

4. The price of the Goods shall be due in full to the Company inaccordance with the terms of the Contract and the Buyer shallnot be entitled to exercise any set off lien or any other similarright or claim.

5. The time of payment shall be of essence of the Contract.6. Without prejudice to any other right it may have the Company

is entitled to charge and to be paid interest at 2% per month orpart thereof on any overdue payment of the price of the Goodsor the price of any instalments thereof.

M. DEFAULT OR INSOLVENCY OF BUYERH The Buyer shall be in breach of any of its obligations under theContract or if any distress or execution shall be levied on theBuyer's property or assets or if the Buyer shall make or offer tomake any voluntary arrangement or composition or compromisewith his creditors or become bankrupt or if any bankruptcy petitionadministrator appointed or makes voluntary arrangement with itscreditors or commences to be wound up, the Company, at itsdiscretion, and without prejudice to any other right or claim may bynotice in writing determine wholly or in part any and every Contractbetween the Company and the Buyer or may (without prejudice tothe Company's right subsequently to determine the Contract for thesame cause should it so decide) by notice in writing suspend furtherdeliveries of Goods until any defaults by the Buyer be remedied.

N. JURISDICTION :This contract/agreement is entered at Delhi and the courts at Delhialone shall have the exclusive jurisdiction to deal with any dispute(s)arising out of or in connection with the present contract/agreement.

Hilti India Private Limited General Terms and Conditions of Sale

WE VALUE YOUR BUSINESS!

For all Queries relating to delivery, account etc., please contact

HILTI INDIA CUSTOMER SERVICEHilti India Pvt. Ltd., F-90/4, Okhla Industrial Area, Phase-I,

New Delhi - 110020Tel. : 011-42701111, 42701122 Fax : 011-26371632