Ambhe Ferro Metal Processors Pvt. Ltd.  (“Seller”)

Applicable to all quotations, sales orders, pro-forma invoices, tax invoices and deliveries

These Terms govern every quotation, sales order and invoice issued by Ambhe Ferro Metal Processors Pvt. Ltd. (“Seller”) to its customer (“Buyer”). The Buyer accepts these Terms by issuing a purchase order, paying any amount against an invoice or pro-forma, taking delivery of the Goods, or otherwise acting on the Contract. These Terms override any conflicting condition in the Buyer’s purchase order, vendor portal or correspondence, unless the Seller agrees to a specific deviation in writing signed by an authorised director. They are governed by Indian law.

1. Definitions

“Goods” means the steel products described in the Seller’s quotation, pro-forma or tax invoice. “Contract” means these Terms read with the Seller’s quotation or invoice. “IS” means the relevant Indian Standard. “Writing” includes email and WhatsApp messages on the Seller’s official channels, which are valid electronic records under Section 4 of the Information Technology Act, 2000.

2. Quotation, Order and Price

Quotations are valid for 3 days unless withdrawn earlier in writing. No order binds the Seller until acknowledged in writing or until a pro-forma invoice is raised. All prices are in Indian Rupees and exclusive of GST, freight, insurance, cess, and unloading costs, all of which are to the Buyer’s account. Clerical or computational errors in any quotation, acknowledgement or invoice may be corrected by the Seller without liability.

3. Raw-Material Price Variation

Steel prices move with input costs such as billet, scrap, ferro-alloys, Indonesian thermal coal, freight and electricity. The Seller may revise the price of undelivered Goods if the landed cost of any principal input moves by more than 3% between the date of order and the date of dispatch, or if there is any change in GST rate, customs duty, anti-dumping duty, or freight. A revised price is binding on the Buyer. If the Buyer refuses to accept it, the Seller may cancel the undelivered portion and forfeit any advance to cover its losses and lost margin.

4. Payment Terms

(a) Unless agreed otherwise in writing by an authorised director of the Seller, payment is 100% in advance by RTGS or NEFT or other digital means before dispatch.

(b) Where credit is granted in writing, the Buyer shall pay strictly within the period stated in the invoice. Time is of the essence.

(c) Delayed payment carries interest at 24% per annum, compounded monthly, from the due date until realisation.

(d) The Buyer shall pay without any deduction (except TDS), withholding, set-off or counter-claim, including any dispute on other invoices or supplies.

(e) TDS deducted under the Income-tax Act, 2025 (or the Income-tax Act, 1961 for transactions arising before 1 April 2026) shall be remitted within the statutory due date, and Form 16A or its successor sent to the Seller within the prescribed period. The Buyer shall reimburse the Seller for any short-deposited TDS together with interest.

(f) Where the Buyer is liable to deduct TDS under Section 393 of the Income-tax Act, 2025 (corresponding to the earlier Section 194Q of the 1961 Act), it shall inform the seller of amount deducted. Any short-deduction or penalty is to the Buyer’s account. Section 206C(1H) of the 1961 Act having been omitted from 1 April 2025, the Seller does not collect TCS on the sale.

(g) Acceptance of part-payment or post-dated cheques does not waive the Seller’s right to the balance or to interest.

(h) The Seller may appropriate receipts at its discretion (oldest invoice and interest first), regardless of any contrary direction by the Buyer.

5. Cheque Dishonour

If a cheque issued by the Buyer is dishonoured, the Buyer shall pay an administrative charge of Rs. 5,000 per instrument, in addition to the cheque amount and interest under Clause 4(c). The Seller is entitled to prosecute under Sections 138, 141 and 142 of the Negotiable Instruments Act, 1881 against the Buyer and, where the Buyer is a company, partnership or LLP, against its directors, partners or designated partners in their personal capacity. The statutory demand notice may be served by email or WhatsApp on the Buyer’s official channels, and such service shall be good service.

6. Delivery, Risk and Title

Supply is on Ex-Works (Incoterms 2020) basis at the Seller’s plant gate. Risk passes to the Buyer when the Goods are loaded on the Buyer’s transport, or, where the Seller arranges transport on the Buyer’s behalf, when the Goods leave the Seller’s gate. Delivery dates are estimates and not of the essence; the Seller is not liable for any loss arising from delay.

Title remains with the Seller until all amounts due from the Buyer, including interest, taxes and charges, are received in full, and applies to any outstanding invoice and not only the invoice for the specific Goods. Until title passes the Buyer holds the Goods as bailee for the Seller within the meaning of Section 148 of the Indian Contract Act, 1872, and shall not pledge, hypothecate, mix with other goods or otherwise deal with the Goods inconsistently with the Seller’s ownership. The Seller may enter the Buyer’s premises and repossess the Goods at any time, in exercise of its right of disposal under Section 25 of the Sale of Goods Act, 1930.

7. E-Way Bill, Transport and Detention

Once the Goods leave the Seller’s gate, the Buyer is responsible for the e-way bill under the CGST Rules, 2017; for all transport, transit insurance, road taxes, detention and demurrage; for any RTO or e-way bill expiry penalty; and for any loss, theft, accident or damage in transit. Any extension, regeneration or correction of the e-way bill done by the Seller is an accommodation, not an admission of liability.

Where the Seller arranges transport on the Buyer’s request, it does so as the Buyer’s agent and not as a carrier. All claims for transit loss or damage shall lie against the goods transport agency under the Carriage by Road Act, 2007, or the Multimodal Transportation of Goods Act, 1993 as applicable, and shall be pursued by the Buyer directly against the carrier within the period of limitation prescribed therein. The Seller will assist with documentation but bears no monetary liability.

8. Mill Tolerances and Weighing

Goods conform to the tolerances permitted by the relevant Standards, including IS 1762, IS 2062, IS 1875, IS 9550 and IS 7283 as applicable. Variations within such tolerances are not defects or short supply, and no deduction or rejection on that ground will be entertained.

Weighing on the Seller’s Legal Metrology-stamped weighbridge at dispatch is conclusive for invoicing. Re-weighment elsewhere is not a basis for any short-weight claim unless certified within ±0.5% by a Legal Metrology-stamped public weighbridge in the presence of the Seller’s authorised representative.

9. Inspection, Claims and Returns

The Buyer shall inspect the Goods on receipt and notify the Seller in writing of any defect, shortage, damage or non-conformity within 7 days, with photographs, weighbridge slip, lorry receipt and the Seller’s test certificate. Failure to notify within 7 days is conclusive acceptance, and the Buyer waives all rights including those under Sections 41 and 42 of the Sale of Goods Act, 1930. Goods must be kept unprocessed, intact and segregated until the Seller has had a reasonable opportunity to inspect; once cut, machined, heat-treated, welded or coated, no claim lies. No Goods may be returned without the Seller’s prior written authorisation; unauthorised returns will be refused at the Buyer’s risk and cost.

10. Warranty Disclaimer and Limitation of Liability

Other than as expressly stated, all implied conditions and warranties are excluded under Section 62 of the Sale of Goods Act, 1930, including merchantability, fitness for any particular purpose or process and conformity with sample. The Buyer has not relied on the Seller’s skill or judgement and is solely responsible for selecting, processing and applying the Goods for its purpose.

The Seller’s aggregate liability for any Goods, whether in contract, tort, indemnity or otherwise, shall not exceed the invoice value of those Goods (excluding GST and freight). The Seller may discharge such liability by replacement, repair, credit note or refund. The Seller is not liable for any indirect or consequential loss, loss of profits, contracts, goodwill or production, downstream rejection cost, third-party claims, or stoppage of plant. The Buyer accepts that the price reflects this allocation of risk.

11. Force Majeure

The Seller is not liable for any delay or non-performance caused by events beyond its reasonable control, such as act of God, flood, fire, earthquake, cyclone or unseasonal rain; war, riot, terrorism, civil commotion, bandh, hartal or curfew; epidemic or pandemic; strike, lockout, labour disturbance; raw-material shortage; interruption of HT electricity supply, demand-charge restriction or load-shedding; breakdown of furnace, mill or critical equipment; act or order of any government or statutory authority such as MPCB, MIDC, Factory Inspectorate or GST authorities; transport disruption, port congestion or container shortage. While such an event continues, the Seller may suspend, defer, reduce, re-price or cancel the affected supply without liability.

12. Right to Suspend, Modify or Cancel

If the Seller, in its assessment, considers that the Buyer’s financial condition, payment record, cheque-clearance history, GST compliance rating or solvency has deteriorated, or if the Buyer is in breach of these Terms, the Seller may, without notice, suspend deliveries, demand advance payment or additional security including a director’s personal guarantee, recall Goods in transit, revoke any credit facility, or cancel any pending order and forfeit any advance.

13. Indemnity

The Buyer shall indemnify the Seller, its directors, officers and employees against all claims, losses, costs, damages, penalties and expenses (including advocates’ fees on a full-indemnity basis) arising out of (a) the Buyer’s breach of these Terms; (b) misuse, mishandling, defective processing or onward sale of the Goods; (c) any claim by the Buyer’s downstream customer, end-user or third party; (d) the Buyer’s non-compliance with any statutory, environmental, labour or fiscal law; or (e) infringement of intellectual property based on a specification supplied by the Buyer.

14. Taxes and GST

Prices are exclusive of GST and other statutory levies, which are charged additionally at prevailing rates and HSN classification. The Buyer shall provide a correct GSTIN, billing address and Ship-To address; any tax loss to the Seller from incorrect particulars (including denial of input tax credit or wrong place-of-supply) is to the Buyer’s account. The Buyer shall reflect the supply in its GSTR-2B within the statutory period and indemnifies the Seller against any GST, interest, penalty, ITC reversal or denial arising from its failure to do so. For export orders, destination customs, import duties, CBAM and all import-side compliances are the Buyer’s responsibility.

15. Anti-Assignment

The Buyer shall not assign, transfer or sub-contract any right or obligation under this Contract without the Seller’s prior written consent. The Seller may assign any of its rights, including the right to receive payment, to a third party such as a bank, NBFC or factoring agent, without the Buyer’s consent.

16. Confidentiality

The Buyer shall hold all commercial terms, prices, discounts, credit limits, technical drawings, test certificates and other non-public information of the Seller in strict confidence and shall not disclose them to any competitor or third party. This obligation survives the Contract for 3 years.

17. Use of Buyer’s Name and Logo

The Buyer grants the Seller a non-exclusive, royalty-free, worldwide right to use the Buyer’s name, trademark and logo to identify the Buyer as a customer of the Seller. Such use may be on the Seller’s website, social media, brochures, presentations and exhibition stalls; in tender submissions, BIS or OEM vendor-approval applications, and bank or NBFC due-diligence submissions; and in similar commercial contexts. Use will remain factual and shall not imply endorsement of any product. The Buyer may withdraw consent by written notice from an authorised signatory; withdrawal applies only to future use and does not require recall of any material already printed, hosted, submitted or in circulation. This clause survives the Contract.

18. Communication and Electronic Records

All communication shall be through the Seller’s official email IDs, telephone numbers and WhatsApp numbers, as designated in writing by the Seller. Electronic records exchanged on these channels, including emails, WhatsApp messages with delivered or read receipts, PDF invoices, e-way bills, e-invoices and payment intimations, are admissible and binding evidence under Sections 4 and 65B of the Information Technology Act, 2000 read with the Bharatiya Sakshya Adhiniyam, 2023, without need for further authentication. Communication sent to any other employee or address of the Seller does not bind the Seller.

19. Personal Data Protection (DPDP Act, 2023)

(a) Notice. In the course of this Contract, the Seller, as a Data Fiduciary under the Digital Personal Data Protection Act, 2023 (“DPDP Act”), processes personal data of the Buyer’s directors, partners, proprietors and authorised contact persons (name, designation, business email, mobile number, postal address, PAN linked to GSTIN, and KYC details required for proceedings under the Negotiable Instruments Act, 1881 and the Insolvency and Bankruptcy Code, 2016). This data is voluntarily provided for the purposes of order processing, dispatch, invoicing, payment realisation and statutory compliance; credit assessment and assignment to lenders or factoring agents; sharing of product, technical and commercial information; and the marketing communications described below. The Buyer warrants it has obtained the necessary consents from these individuals.

(b) Marketing consent. The Buyer and each contact person whose details are provided expressly consents to receive commercial, promotional, technical and customer-engagement communications from the Seller by email, WhatsApp (including WhatsApp Business broadcasts), SMS, voice call and post, including price circulars, product launches, exhibition invitations, newsletters and credit reminders. This consent is free, specific, informed and unambiguous within Section 6 of the DPDP Act. It may be withdrawn by writing to the Grievance Officer or by using the unsubscribe or ‘STOP’ option in any such message. Withdrawal applies prospectively and does not affect lawful processing already done or processing required for the Contract or by law.

(c) Rights. Each individual has the rights of access, correction, erasure, grievance redressal and nomination under Sections 11 to 14 of the DPDP Act, exercisable by writing to the Grievance Officer.

(d) Grievance Officer. The Grievance Officer of Ambhe Ferro Metal Processors Pvt. Ltd. Is Mr. Ashish Gupta, reachable at sales@ambhe.com / +912265453400, at the registered office of the Seller. The Seller shall respond within the timelines under the DPDP Act and Rules. Unresolved grievances may be escalated to the Data Protection Board of India.

(e) Cross-border transfer. The Seller uses cloud-based CRM, ERP, email and WhatsApp Business platforms whose servers may be located outside India. Personal data may be stored and processed on these platforms in compliance with Section 16 of the DPDP Act and any country-restriction notified by the Central Government.

(f) Security and breach. The Seller shall implement reasonable security safeguards as required under Section 8(5) of the DPDP Act. In the event of a personal data breach, the Seller shall notify the Data Protection Board and the affected individuals in the manner and within the timelines prescribed.

(g) Retention. Personal data is retained only as long as necessary for the specified purpose, and for such further period as required under the Income-tax Act, 2025 (or the 1961 Act for matters arising before 1 April 2026), the CGST Act, 2017, the Companies Act, 2013, the Limitation Act, 1963 and the Negotiable Instruments Act, 1881. The retention period is typically up to 8 years from the close of the relevant financial year, and longer where any proceeding is pending or contemplated. Thereafter the data is erased or anonymised.

(h) B2B clarification. Information about the Buyer as a juristic person (corporate name, GSTIN, registered address, turnover, payment record) is not ‘personal data’ under Section 2(t) of the DPDP Act and is governed by Clauses 17 and 18. Personal data of the Buyer’s contact persons is processed under Section 7(a) of the DPDP Act and the consent recorded above.

(i) Children. The Seller does not knowingly process the personal data of any individual under 18. The Buyer warrants that no contact person whose details are shared is a minor.

20. MSMED Act Disclosure

The Seller is registered as a Medium Enterprise under the Micro, Small and Medium Enterprises Development Act, 2006 (“MSMED Act”), within the revised classification criteria notified by the Ministry of MSME on 21 March 2025 (S.O. 1364(E)). Interest on overdue payment is governed exclusively by Clause 4(c) (24% per annum compounded monthly), which the Buyer expressly accepts as the contractually agreed rate.

21. Severability and Waiver

If any clause of these Terms is held invalid or unenforceable by a competent court or tribunal, the remaining clauses continue in full force. No delay or failure by the Seller in exercising any right is a waiver, and no partial exercise of a right precludes further exercise.

22. Dispute Resolution and Arbitration

Disputes arising out of or in connection with this Contract, including its existence, validity, interpretation, performance, breach or termination, shall first be attempted to be resolved amicably between the parties within 30 days of written notice. Failing amicable settlement, the dispute shall be referred to a sole arbitrator appointed by the Seller, under the Arbitration and Conciliation Act, 1996. The seat and venue is Mumbai, the language is English, and the award is final and binding on both parties. Each party initially bears its own costs; the arbitrator may award costs as he sees fit.

Despite the above, the Seller may approach any competent court for interim or urgent relief, including injunction, attachment and recovery of Goods, for a summary suit under Order XXXVII of the Code of Civil Procedure, 1908, for proceedings under the Insolvency and Bankruptcy Code, 2016, and for proceedings under the Negotiable Instruments Act, 1881.

23. Governing Law and Jurisdiction

This Contract is governed by Indian law. Subject to Clause 23, the courts at Mumbai, Maharashtra have exclusive jurisdiction over all matters arising out of or relating to this Contract.

24. Export Orders

This Clause applies only to Goods exported by the Seller from India and, where it conflicts with any other Clause, this Clause prevails.

(a) Incoterms. Unless agreed otherwise in writing, exports are on FOB (named Indian port) basis under Incoterms 2020. Risk and title pass to the Buyer when the Goods are placed on board the vessel at the port of loading. Freight, insurance, demurrage, customs and import duties thereafter are to the Buyer’s account.

(b) FEMA. The Buyer shall remit the full export value in freely convertible foreign exchange to the Seller’s authorised dealer bank within the period prescribed under the Foreign Exchange Management Act, 1999 (“FEMA”) read with the RBI Master Direction on Export of Goods and Services (currently 9 months from the date of shipment). The Buyer shall not do anything that prevents or delays realisation, repatriation or surrender of foreign exchange. Any FEMA cost, penalty, interest or compounding fee on the Seller arising from delayed realisation attributable to the Buyer shall be reimbursed by the Buyer.

(c) EDPMS. The Buyer shall provide all bank, SWIFT, BRC and shipping documents required by the Seller to reconcile the shipment in EDPMS, and shall ensure that any inward remittance is correctly tagged to the Seller’s shipping bill and invoice number.

(d) Sanctions. The Buyer warrants that neither it, its beneficial owners, its bankers, the destination country nor the ultimate end-user is on the United Nations, OFAC, EU, UK HM Treasury or any other sanctions list applicable to the Seller or its bankers. Any breach entitles the Seller to suspend, divert or cancel the shipment without liability and to retain or recall any advance.

(e) Export incentives. All export incentives, refunds, drawbacks and duty-credit scrips under the Foreign Trade Policy, including RoDTEP, Duty Drawback, EPCG, Advance Authorisation and any successor scheme, accrue exclusively to the Seller. The Buyer shall not claim or off-set any portion against the export price and shall not withhold any document needed by the Seller to claim them.

(f) CBAM and destination compliance. The Buyer is responsible for any Carbon Border Adjustment Mechanism levy, declaration or embedded-emissions reporting under EU Regulation 2023/956 or its equivalent in any other destination jurisdiction; for all import customs duties, anti-dumping duties, countervailing duties, safeguard duties and VAT/GST at destination; and for all import licences, permits, technical conformity, third-party inspection and labelling requirements at destination. The Seller may furnish such embedded-emissions data and supporting documents as it has, but is not liable for the accuracy, sufficiency or acceptance thereof by any foreign authority.

(g) Documents. Unless agreed otherwise, the Seller shall provide commercial invoice, packing list, mill test certificate, certificate of origin, shipping bill and bill of lading. Any additional documents (legalisation, consularisation, chamber attestation, third-party inspection by SGS, BV or Lloyds, L/C-required certificates) are at the Buyer’s cost and shall be arranged within timelines that do not delay shipment.

(h) Payment. Unless waived in writing by an authorised director of the Seller, payment for export is by 100% irrevocable confirmed Letter of Credit from a first-class international bank acceptable to the Seller, or 100% advance by SWIFT remittance. L/C-related bank charges outside India are to the Buyer’s account; charges within India are to the Seller’s account, save as agreed.

(i) CISG excluded. The United Nations Convention on Contracts for the International Sale of Goods, 1980 (CISG / Vienna Convention) does not apply to this Contract.

(j) Indian law and arbitration. Any contrary provision in the Buyer’s purchase order or import-side documentation notwithstanding, this Contract is governed by Indian law and disputes are resolved by arbitration seated at Mumbai under Clause 23. The Buyer waives the application of any foreign law, foreign court or foreign arbitral institution unless agreed in writing by an authorised director of the Seller.

25. Entire Agreement

These Terms, together with the Seller’s quotation, pro-forma or tax invoice, constitute the entire agreement between the parties on the supply of the Goods and supersede all prior discussions, understandings or representations, oral or written. Variations are effective only if in writing and signed by an authorised director of the Seller.

Issued by Ambhe Ferro Metal Processors Pvt. Ltd. These Terms are framed under Indian law, in particular the Sale of Goods Act 1930, the Indian Contract Act 1872, the Negotiable Instruments Act 1881, the Arbitration and Conciliation Act 1996, the Information Technology Act 2000, the CGST/SGST Acts 2017, the Digital Personal Data Protection Act 2023 and the Income-tax Act 2025 (which replaced the 1961 Act with effect from 1 April 2026).