STANDARD TERMS AND CONDITIONS OF SALE
1. General
- These Standard Terms and Conditions of Sale ("Terms") govern all agreements for the provision of ERP implementation, software development, and related services (“Services”) by Dynexcel (“Seller”) to any client (“Buyer”). By engaging Seller for Services, Buyer agrees to these Terms. Any conflicting or additional terms proposed by Buyer will not apply unless expressly agreed in writing by Seller.
2. Scope of Services
- Seller agrees to provide the Services outlined in the proposal, quotation, or order confirmation. Any modifications to the scope of Services must be agreed upon in writing and may result in adjustments to the fees, timelines, or other terms.
3. Pricing and Currency
- All prices for projects within Pakistan will be quoted and invoiced in Pakistani Rupees (PKR).
- For international projects, prices will be quoted and invoiced in United States Dollars (USD) or other agreed currencies.
- The prices quoted are exclusive of applicable taxes, duties, and charges unless explicitly stated otherwise.
4. Payment Terms
- Payments are due within 21 working days of the invoice date unless otherwise specified in the agreement.
- Payments must be made in the currency stated on the invoice. Any applicable bank charges, currency exchange fees, or transfer fees are the responsibility of the Buyer.
- Late payments are subject to a penalty fee of 10% of the outstanding amount.
- If payment remains overdue for 60 days or more, Seller reserves the right to:
a) Suspend Services until full payment is received.
b) Engage a debt recovery agency, with all associated costs borne by Buyer.
5. Taxes and Withholding
- Within Pakistan, all applicable taxes (e.g., General Sales Tax, Withholding Tax) will be included in the invoice as per the law.
- For international transactions, Buyer is responsible for any withholding taxes, duties, or other charges required by their local regulations. These amounts are not deductible from the invoice total, which must be paid in full to Seller.
6. Delivery of Services
- Seller will make reasonable efforts to deliver Services in accordance with the agreed timelines. However, all timelines are estimates and not guarantees unless explicitly stated otherwise.
- Seller is not liable for delays caused by factors beyond its control, such as incomplete information, dependencies on Buyer, or force majeure events.
7. Intellectual Property (IP)
- Seller retains ownership of all intellectual property developed during the course of providing Services, unless specifically transferred to Buyer in writing.
- Buyer is granted a limited, non-exclusive license to use the deliverables provided by Seller for internal business purposes.
- Buyer warrants that any materials or information provided to Seller for use in the project do not infringe on any third-party IP rights.
8. Confidentiality
- Both parties agree to maintain the confidentiality of all proprietary and sensitive information disclosed during the course of the engagement. This obligation continues after the termination of the agreement.
9. Warranty and Support
- Seller warrants that the Services will be performed with reasonable care, skill, and diligence, in accordance with industry standards.
- Seller does not warrant that the deliverables will be completely error-free. Any identified issues will be addressed as part of the agreed support or warranty period.
- The warranty period (if applicable) will be specified in the agreement and begins upon the final delivery of the Services.
10. Limitation of Liability
- Seller’s liability for any claims arising out of or related to the Services is limited to the total amount paid by Buyer under the specific agreement.
- Seller is not liable for any indirect, incidental, or consequential damages, including loss of profits, revenue, or data.
11. Termination
- Either party may terminate the agreement with 30 days’ written notice.
- Seller may terminate the agreement immediately if Buyer breaches any material terms, including failure to pay invoices.
- Upon termination, Buyer must pay for all completed Services and any work in progress up to the termination date.
12. Governing Law and Jurisdiction
- These Terms and any related agreements are governed by the laws of Pakistan. Any disputes will be resolved exclusively in the courts of Lahore, Punjab, Pakistan.
13. Force Majeure
- Seller is not liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, labor disputes, or governmental restrictions.
14. Notices
- All notices under this agreement must be in writing and delivered to the registered addresses of both parties or as otherwise designated in the agreement.
15. Severability
- If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
16. Entire Agreement
- These Terms, together with any proposal, quotation, or written agreement, constitute the entire understanding between Seller and Buyer. Any amendments to these Terms must be in writing and signed by both parties.
17. Data Protection
- Seller will comply with applicable data protection laws when handling any personal or sensitive data provided by Buyer. Buyer must ensure that they have the necessary rights and consents to share such data with Seller.
18. Export Control and Compliance
- For international engagements, Buyer must comply with all applicable export control laws and regulations. Buyer is solely responsible for obtaining any necessary permits or authorizations required for the use of the Services.
19. Indemnification
- Buyer agrees to indemnify and hold Seller harmless from any claims, damages, or expenses arising out of:
- Buyer’s breach of these Terms.
- Use or misuse of the deliverables.
- Non-compliance with applicable laws and regulations.