The terms behind every quote.
These terms apply to every quote and purchase order for Gopani products and equipment, unless a signed agreement between the parties states otherwise.
What these terms cover, and when they apply
These terms apply to every quote and purchase order for products and equipment supplied by Gopani, unless a signed agreement between the parties states otherwise. They stand as the complete agreement on a sale: they replace any pre-printed terms on a purchase order, invoice, or other document either party issues, and they apply to every later order between the same buyer and Gopani without needing to be restated each time.
A quote has a validity period. Once that period expires, Gopani is not bound to honour it, including the obligation to sell the product at the quoted price. Gopani may amend a quote or purchase order at any time before it is accepted in writing; in extenuating circumstances, either may be withdrawn. A purchase order is not binding on Gopani until confirmed in writing; an acknowledgement of receipt is not an acceptance.
What happens if a price changes or a payment is late
The price in a quote holds until the quote's validity period expires. If Gopani revises it before then, the buyer is treated as accepting the revision unless it is rejected in writing within a reasonable time; a rejection releases Gopani from delivering at the old price until both sides agree a new one. A partial advance payment is forfeited if the balance is not paid within the time the quote states.
Late payment carries interest at 18 percent per annum from the due date until the invoice is settled, without prejudice to any other remedy, and Gopani is not obliged to send a reminder first. A default on payment is treated as a fundamental breach: it entitles Gopani to treat outstanding quotes and orders as terminated, suspend further delivery, and reclaim goods already shipped. Gopani may also revise credit terms, or require payment or security before further shipment, if a buyer's financial position changes materially.
Expected shipment dates, and who carries the risk in transit
The Expected Shipment Date Gopani gives is an approximate timeline, not a binding one; it assumes every technical and commercial question has already been settled and payment obligations met. Where those questions are still open, including any third-party inspection, the time needed to close them out is added to the timeline, and the buyer is not entitled to cancel, reject the product, or claim compensation for the resulting delay. A Force Majeure Event (war, pandemic, strike, fire, natural disaster, raw material or power shortage, and similar events outside Gopani's reasonable control) extends the Expected Shipment Date for its duration.
Unless otherwise agreed in writing, risk of loss or damage passes to the buyer ex-works Gopani's factory, including where Gopani arranges transport on the buyer's behalf. If dispatch is delayed at the buyer's request, the product is stored at the buyer's risk and cost. Each shipment is a separate transaction: Gopani may recover the invoice amount for one shipment independently of any other, and may defer further shipments if the buyer is in breach on an earlier one.
What is warranted, and the window to raise a claim
Gopani warrants that a delivered product meets the specification set out in the quote, or otherwise agreed in writing; this is the sole warranty, and Gopani disclaims all others, including any implied warranty of merchantability or fitness for a particular purpose. Suitability of the product for the buyer's intended use is the buyer's responsibility to determine before ordering.
A defect claim is valid only if it reaches Gopani in writing within seven days of delivery; a buyer who does not notify Gopani within that window waives the claim. Insubstantial deviations, wear from normal use, or damage from improper handling, storage, or installation are not claimable defects. Where a claim is valid, Gopani will, at its option, replace the non-conforming product or refund the amount paid for it within a reasonable time; Gopani's liability under any claim does not exceed the amount paid for the defective product, and excludes indirect, incidental, or consequential loss such as lost income or downtime.
What happens when performance is disrupted, and where a dispute is heard
Gopani is not liable for a delay or failure caused by events outside its reasonable control. If a force majeure event runs longer than ten days, Gopani may cancel the outstanding quotes and purchase orders it affects without further notice; the buyer remains liable to pay for product already supplied. The buyer reimburses Gopani for taxes and duties applicable to the sale, including any increase, on top of the quoted price.
These terms, and any dispute arising from a sale under them, are governed by the law of the country where Gopani's registered office is situated, and any dispute is submitted exclusively to the court with territorial jurisdiction over that office. A provision found invalid does not affect the rest; the parties will replace it in good faith with a valid provision closest to its original intent. These terms may be amended only in writing, signed by an authorised representative of both parties.