Definitions
Throughout this policy, Interstate Engineering Ltd. is referred to as “IEL”.
Prices.
All prices offered are net wholesale prices with trade discounts already deducted. Market Sensitive Commodity items priced
according to current market conditions.
Payment Terms.
For customers with established credit, terms are net thirty (30) days from date of shipment. At IEL's option, export orders may
be subject to special export payment terms and conditions. If credit is not established, please include payment with order.
Cash or anticipation discounts are allowed. All payments must be in U.S. dollars / PAK Rupees. IEL shall have the right of
set-off and deduction for any sums owed. If customer fails to make payment within thirty (30) days, IEL may defer shipments
until such payment is made, or may, at its option, cancel all or any part of unshipped order. Customer agrees to pay interest
on all past-due sums as the lower of one and one-half percent ( 1-1/2%) per month or at the highest rate allowed by law. In
the event of a payment default, Customer will be responsible for all of IEL’s costs of collection, including court costs, filing
fees and attorney’s fees.
Credit Balance.
Customer agrees that any credit balances issued will be applied within one (1) year of its issuance. IF NOT APPLIED OR
REQUESTED WITHIN ONE (1) YEAR, ANY BALANCE REMAINING WILL BE SUBJECT TO CANCELLATION, AND IEL
SHALL HAVE NO FURTHER LIABILITY.
FREIGHT POLICY
Shipping Charges.
Unless otherwise stated, freight and shipping fees will be charged for shipments to a customer's place of business anywhere
in the contiguous Pakistan, using a carrier of our choice. Other terms apply to export orders. Any extra charges incurred for
additional services, such as customer's carrier or special handling by the carrier, must be paid by the consignee. Items
backordered from an order qualifying for prepaid shipping charges will be shipped prepaid. Title and risk of loss pass to the
customer upon tender of shipment to the carrier. If product is damaged in transit, consignee must file claim with the carrier.
IEL LIMITED WARRANTY
LIMITED WARRANTY. ALL PRODUCTS SOLD ARE WARRANTED BY IEL ONLY TO CUSTOMERS FOR RESALE OR FOR
USE IN BUSINESS OR ORIGINAL EQUIPMENT MANUFACTURE, AGAINST DEFECTS IN WORKMANSHIP OR MATERIALS
UNDER NORMAL USE FOR ONE YEAR AFTER DATE OF PURCHASE FROM IEL, UNLESS OTHERWISE STATED. ANY
PART WHICH IS DETERMINED BY IEL TO BE DEFECTIVE IN MATERIAL OR WORKMANSHIP AND RETURNED TO IEL
OR AUTHORIZED SERVICE LOCATION, AS IEL DESIGNATES, SHIPPING COSTS PREPAID, WILL BE, AS THE
EXCLUSIVE REMEDY, REPAIRED OR REPLACED. AT IEL'S OPTION. WARRANTY DISCLAIMER. NO WARRANTY OR
AFFIRMATION OF FACT, EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN THE LIMITED WARRANTY
STATEMENT ABOVE IS MADE OR AUTHORIZED BY IEL. IEL DISCLAIMS ANY LIABILITY FOR PRODUCT DEFECT
CLAIMS THAT ARE DUE TO PRODUCT MISUSE, IMPROPER PRODUCT SELECTION OR MISAPPLICATION, AND ANY
DESCRIPTION DOES NOT EXPRESS OR IMPLY A WARRANTY THAT THE PRODUCTS ARE MERCHANTABLE OR FIT
FOR A PARTICULAR PURPOSE.
LIMITATION OF LIABILITY.
ANY LIABILITY FOR CONSEQUENTIAL AND INCIDENTAL DAMAGES IS EXPRESSLY DISCLAIMED. IEL'S LIABILITY IN
ALL EVENTS IS LIMITED TO, AND SHALL NOT EXCEED. THE PURCHASE PRICE PAID.
Prompt Disposition.
IEL will make a good faith effort for prompt correction or other adjustment with respect to any product, which proves to be
defective within warranty period. Before returning any product, write or call IEL, giving date and number of original invoice,
and describing defect.
Product Suitability.
Codes and regulations governing sales, construction, installation, and/or use of products for certain purposes, may vary from
those in neighboring areas. While IEL attempts to assure that its products comply with such codes, it cannot guarantee
compliance, and cannot be responsible for how the product is installed or used. Before purchase and use of a product,
please review the product application, and national and local codes and regulations, to be sure that the product,
installation, and use will comply with them.
ADDITIONAL TERMS
Force Majeure.
IEL shall not be liable for any delay in or impairment of performance resulting in whole or in part from Acts of God, labor
disruptions, shortages, inability to procure product, supplies or raw materials, severe weather conditions, or any other
circumstances or cause beyond the control of IEL in the conduct of its business.
Cancellation.
Any cancellation must be approved by IEL, and may be subject to restocking and other charges. Before returning any
product Customer believes is defective, Customer shall write or call IEL with the date and number of the original invoice,
the stock number, and a description of the defect.
Assignment.
Customer shall not assign any order or any interest therein without the prior written consent of IEL. Any actual or attempted
assignment without IEL's prior written consent shall entitle IEL to cancel such order upon notice to customer.
ELECTRONIC DATA INTERCHANGE.
If IEL and customer have mutually agreed to use an Electronic Data Interchange (EDI) system to facilitate purchase and
sale transactions, customer agrees: that it will not contest (i) any contract of sale resulting from an EDI transaction under the
provisions of any law relating to whether agreements must be in writing or signed by the party to be bound thereby; or (ii) the
admissibility of copies of EDI records under the business records exception to the hearsay rule, the best evidence rule or any
other similar rule, on the basis that such records were not originated or maintained in documentary form. IEL and customer
will negotiate and agree on technical standards and methods to use in making EDI purchases, and will use proper security
procedures to protect EDI records from improper access. The business records maintained by IEL regarding EDI purchases
made by customer shall be controlling.
Modification of Terms.
IEL's acceptance of any order is subject to customer's assent to all of the terms and conditions set forth in IEL's
acknowledgment, and customer's assent to these terms and conditions shall be presumed from customer's receipt of IEL's
acknowledgment, or from customer's acceptance of all or any part of the goods or services ordered. No addition or
modification of terms and conditions shall be binding upon IEL unless agreed to by IEL in writing. If a purchase order or
other correspondence contains terms or conditions contrary to the terms and conditions contained in IEL's acknowledgment,
IEL's acceptance of any order shall not be construed as assent to any additional terms and conditions, nor will that
constitute a waiver by IEL of any of the terms and conditions contained in IEL's acknowledgment.
Complete Agreement.
The terms and conditions in IEL's forms, acknowledgments, quotations, invoices, websites, and catalog sales terms and
conditions are incorporated herein by reference, and constitute the entire and exclusive agreement between customer and
IEL.
Waiver, Choice of Law and Venue.
The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition will not
constitute a waiver of that right or excuse any subsequent nonperformance of any such term or condition by the other party.
All transactions shall be governed by the laws of the province of Punjab, excluding conflict of law rules, and venue shall be
in High Court, Lahore (Pakistan).
No Third Party Benefit.
The provisions stated above are for the sole benefit of the parties hereto, confer no rights, benefits or claims upon any
person or entity not a party here to.
ADDITIONAL EXPORT TERMS AND POLICY
Order Acceptance.
Customer acknowledges that no order shall be deemed accepted unless and until it is verified and accepted by IEL at its
Head Office (Lahore, Pakistan) facility or at any of its websites. Customer further consents that submission of its order shall
subject Customer to the jurisdiction of the courts of the Pakistan and of the province where acceptance occurred in Pakistan.
Manufacturers' Warranties. The manufacturer warrants many of the products offered for sale to the final user. The
manufacturers make available copies of any applicable warranties. IEL will furnish such warranties free of charge to
Customers upon their request. Please send such requests to: Interstate Engineering Ltd., 62-J, Gulberg III, Lahore 54660,
PAKISTAN.
All requests must include the IEL stock number and the manufacturer's model number (if shown) of each product for which a
copy of the warranty is requested. IEL assumes no responsibility for the content of such warranties by performing this service.
Product Suitability. Many countries and localities have laws, codes and regulations governing sales, construction,
installation, and/or use of products for certain purposes that may vary from those in other areas. While IEL attempts to assure
that products comply with all applicable laws, codes and regulations, IEL does not guarantee compliance, and is not
responsible for how the product is installed or used. Therefore, Customer shall have responsibility for compliance with all
applicable laws, codes and regulations, including, without limitation, ANSI, CE, DIN, UL, NEC, FAA, DOT, NOM, IMDG,
IATA, and CSA, regarding installation or use of products. Before purchase and use of a product, Customer must review the
product application and applicable laws, codes and regulations to assure full compliance with such laws, codes and
regulations.
Cross-Reference Information.
Product cross-reference comparisons do not imply that all products compared are available or perfectly comparable.
CROSS-REFERENCED PRODUCTS ARE NOT REPRESENTED OR WARRANTED AS FUNCTIONAL OR PERFORMANCE
EQUIVALENTS. Customer shall review all cross-referenced product specifications prior to purchase and use to determine
suitability of the product for Customer's intended use. WARRANTY DISCLAIMER. ALTHOUGH IEL HAS USED
REASONABLE EFFORTS TO ACCURATELY ILLUSTRATE AND DESCRIBE THE PRODUCTS IN ITS CATALOGS,
LITERATURE, AND WEBSITES, SUCH ILLUSTRATIONS AND DESCRIPTIONS ARE FOR THE SOLE PURPOSE OF
PRODUCT IDENTIFICATION AND DO NOT EXPRESS OR IMPLY A WARRANTY AFFIRMATION OF FACT, OF ANY KIND
OR A WARRANTY OR AFFIRMATION OF FACT THAT THE PRODUCTS WILL CONFORM TO THEIR RESPECTIVE
ILLUSTRATIONS OR DESCRIPTIONS. IEL EXPRESSLY DISCLAIMS ANY WARRANTY OR AFFIRMATION OF FACT,
EXPRESS OR IMPLIED, OTHER THAN AS SET FORTH IN THE WARRANTY STATEMENT ABOVE, INCLUDING, WITHOUT
LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN
ADDITION, IEL EXPRESSLY DISCLAIMS ANY LIABILITY RELATED TO PRODUCT MISUSE, IMPROPER PRODUCT
SELECTION, PRODUCT RECOMMENDATION, OR PRODUCT MISAPPLICATION. LIMITATION OF LIABILITY. ANY
LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES IS EXPRESSLY
DISCLAIMED. IEL'S LIABILITY IN ALL EVENTS SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE PRODUCT
SOLD THAT GIVES RISE TO SUCH LIABILITY. IEL'S PAYMENT OF SUCH AMOUNT SHALL BE THE FINAL AND
EXCLUSIVE REMEDY IN THE EXHAUSTION OR UNAVAILABILITY OF ANY OTHER REMEDY SPECIFIED HEREIN AND
SHALL NOT BE CONSTRUED OR ALLEGED BY CUSTOMER TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Wholesale Only.
IEL provides products to Customers for (i) resale, or (ii) use in business, government or original equipment manufacture. The
warranties set forth above apply to the sale of such products. Possession of, or access to, any IEL catalog, literature or
websites does not constitute the right to purchase from IEL. IEL reserves the right to correct publishing errors. Identification is
required from all Customers. All references herein to the term "products" shall also include services provided by IEL.
Prices.
Prices are net wholesale prices and are subject to change or correction without notice. Pricing for Products destined for
delivery outside of the contiguous Pakistan may vary. Market sensitive commodity products are priced according to market
conditions. No discounts off of the IEL catalog "each" price will apply to these Products. Customer should contact IEL or
check online at www.interstate-engineering.com for current pricing.
Sales Tax and Duties, Import Fees.
IEL is required to charge national, state, local tax, applicable duties, and import fees on products for which Customer has
not provided valid exemption certification. Customer assumes responsibility for, and unconditionally guarantees payment or
reimbursement of, all applicable taxes, fees, licenses, import duties, and fees and licenses, and expenses as may be
applicable. When ordering, Customer shall indicate clearly which products are tax exempt.
Security Interest.
On any open account sale, Customer hereby grants to IEL a priority lien, purchase money security interest and/or chattel
mortgage in the products and any accounts receivable or cash from resale thereof until full payment is made to IEL.
Customer agrees to file or permit IEL to file any financing statements or other appropriate documents with its governmental
authorities to perfect the validity, priority, and enforceability of IEL's priority lien or security interest. Customer agrees to
inform IEL immediately if it intends to use any import financing or has or will be granting a lien or security interest on its
inventory to any third party.
Shipping Charges and Freight Policy.
Unless otherwise varied, shipping terms are EXW, IEL shipping warehouse. Freight is prepaid to Lahore International airport
or port of exit for single shipment orders of $1,500 / Rs. 100,000 or more of merchandise (before tax and freight) using
routing of IEL's choice. Other shipments are freight collect from any IEL facility. Customer shall be responsible for obtaining
insurance. At IEL's option, this freight policy may be subject to special terms and conditions for certain export orders. If any
item is backordered that qualifies for freight prepayment, that item will be shipped prepaid as Buyer's exclusive remedy.
Title and risk of loss for products shall pass when made available to Customer on delivery to carrier in Pakistan; provided that
if payment has not been made at the time of shipment, IEL shall retain title (but not risk of loss) until payment has been
made. If product is damaged in transit, Customer must file claim exclusively with airline, carrier, vessel and/or insurance
company; provided, however, that if IEL has not received payment in full at the time the product is damaged in transit, IEL
shall have the right to file claim exclusively with airline, carrier, vessel and/or insurance company.
Trademarks, Copyrights, and Domain Names.
Customer acknowledges that it has no right, title, or interest in the trade names, trademarks, copyrights, or domain names of
IEL, and in the product names, and covenants that it will take no action to register or otherwise interfere with such rights of
IEL. Customer agrees that it will not copy the products sold to Customer or their packaging, trade dress, catalogs, or websites.
Quotations.
Quotations on large quantities are available upon request. Customer should contact IEL.
Assignment. Customer shall not assign any order, any interest therein, or this order without the prior written consent of IEL.
Any actual or attempted assignment without IEL's prior written consent shall entitle IEL to cancel such order or to terminate
this agreement upon notice to Customer.
Export Controls and Related Regulations.
Customer represents and warrants that it is not on, or associated with any organization on Pakistan’s Security's Denied
Persons List or Unverified List; Pakistan’s Treasury's Office of Foreign Assets Control lists, Specially Designated Nationals,
Specially Designated Global Terrorists, Specially Designated Narcotics Traffickers, Specially Designated Narcotic
Traffickers-Kingpin, or Specially Designated Terrorists List; or Pakistan’s Designated Foreign Terrorist Organizations,
Embargoed Countries list, or Debarred Persons List; or is subject to a denial order issued by the Chamber of Commerce.
Customer shall comply with all relevant laws and regulations of governmental bodies or agencies, including but not limited
to all applicable export control laws of the United States or other governing agencies and their successors.
Foreign Principal Party in Interest; Freight Forwarder and Documentation.
It is specifically agreed that Customer shall be the foreign principal party in interest and/or that its freight forwarder shall act
as Customer's agent in such capacity for Export Administration Act or other applicable purposes; and Customer and freight
forwarder shall assume responsibility for all export or routed transactions documentation. At IEL's request, Customer or its
freight forwarder shall provide copies of any export, shipping, or import documentation prepared by Customer or its freight
forwarder related to sales to them by IEL.
Pakistan’s Foreign Corrupt Practices Act.
Customer acknowledges that it is an Independent Contractor, as defined in the next paragraph, and represents, warrants, and
covenants that it has not paid, offered or agreed to pay, authorized the giving of, or caused to be paid, directly or indirectly,
money or anything of value to any foreign official, in connection with the purchase and resale of the products ordered.
Independent Contractors.
IEL and Customer are Independent Contractors and not principal and agent. Nothing construed or contained in these Terms
and Conditions shall be construed to create a partnership, dealership, reseller, agency, employment or joint venture
relationship. Without limiting the generality of the foregoing, Customer is not authorized to make, shall take no actions, and
shall not make, any representations on behalf of, or which are binding upon, IEL.
Governing Law; Limitations.
The rights and obligations of the parties under these Terms and Conditions shall not be governed by the provisions of the
1980 United Nations Convention of Contracts for the International Sale of Goods or the United Nations Convention on the
Limitation Period in the International Sale of Goods. Rather, these Terms and Conditions shall be governed by the laws of
the province of Punjab (Pakistan), including its provisions of the Uniform Commercial Code, but excluding its conflict of law
rules. Notwithstanding the foregoing, any legal action by Customer with respect to any transaction must be commenced
within one year after the cause of action has arisen.
Severability.
If any portion of these Terms and Conditions is found to be invalid or unenforceable by a court of competent jurisdiction,
the invalid or unreasonable term shall be redefined, or a new enforceable term provided, such that the intent of IEL and
Customer in agreeing to the provisions of these Terms and Conditions shall be enforceable to the fullest extent of the
applicable laws.
Dispute Resolution.
Actions by IEL for nonpayment by Customer of the purchase price of products sold by IEL, or for redress of other breaches by
Customer of these Terms and Conditions may be brought by IEL, at its option, before any Pakistan’s or foreign judicial court
of competent jurisdiction. At IEL's option, disputes between Customer and IEL, including all claims for non-performance by
IEL, shall be finally settled by arbitration in Lahore (Pakistan), in accordance with the rules laid down by law, by a single
arbitrator appointed in accordance with said Rules applying these Terms and Conditions and consistent provisions of the
federal and provincial laws (except conflict of law rules) of the province of Punjab (Pakistan), and the language of the
arbitration shall be English.
Country of Importation and Anti-diversion.
Customer represents that it is purchasing products from Pakistan and importing them to the country specified in Customer's
and IEL's documentation. Customer agrees that the products will be shipped to the specified destination in compliance with
the laws of such destination and Pakistan, and that there will be no re-export or diversion from such specified destination
contrary to such laws. Any commodities, technology and software will be exported from the Pakistan in accordance with the
Export Administration Act regulations and other applicable regulations. Diversion contrary to Pakistan’s law is prohibited. If
requested by IEL, Customer shall provide documentation satisfactory to IEL verifying delivery at the designated country.
Customer further agrees to inform IEL at the time of order of any NAFTA or other special documentation, packaging or
product marking or labeling, but IEL shall not be responsible for providing any such documentation, packaging, marking or
labeling other than such documents as are necessary under Pakistan’s export laws and regulations for export, unless IEL
expressly agrees to do so.
Permits, Export, and Import Licenses.
Customer shall be responsible for obtaining any licenses or other official authorizations that may be required by the country
of importation and/or under the Export Administration Act, Toxic Substances Control Act, or other applicable legislation or
regulations; including but not limited to the Ministry of Defense or provincial regulations.
Complete Agreement.
These terms and conditions, together with any other terms and conditions that IEL publishes or makes available to Customer
(i) on an invoice or a packing slip, (ii) www.interstate-engineering.com (iii) in any document including, without limitation,
those involving extension of credit by IEL, or export of products, represent the entire agreement between the parties and
shall supercede all written and unwritten statements, agreements, and understandings between IEL and Customer pertaining
to the subject matter of this agreement.
Force Majeure.
IEL shall not be liable for any delay in, or impairment of, performance resulting in whole or in part from acts of God, acts of
war, acts of terrorism (whether actual or threatened), governmental decrees or controls, insurrections, epidemics,
quarantines, labor disruptions, shortages, communication or power failures, fire, accident, explosion, inability to procure or
ship product or obtain permits and licenses, supplies or raw materials, severe weather conditions, catastrophic events, or any
other circumstance or cause beyond the reasonable control of IEL in the conduct of its business.
No Third Party Benefit.
The provisions stated above are for the sole benefit of IEL and Customer, and confer no rights, benefits or claims upon any
person or entity not a party hereto.
Materials of Trade.
Customer represents that if it is purchasing goods as its "materials of trade," as defined in the Hazardous Materials, the goods
shall be used in direct support of its business, such business does not concern transportation, and such goods shall not be
resold or transported in a vehicle other than the one owned by itself unless it has been properly packaged, documented and
declared to the carrier.
Waiver.
The failure of either IEL or Customer to assert a right hereunder or to insist upon compliance with any term or condition will
not constitute a waiver of that right or excuse any subsequent nonperformance of any such term or condition by the other
party.
INERSTATE ENGINEERING LTD. Having its offices at 62-J, Gulberg III, Lahore 54660, Pakistan, reserves the rights to
change any or all of its designs, composition, metallurgy of its products, at any time without assigning any reason thereof to
customers.
