These Terms and Conditions (“Terms”) govern the sale of IT equipment and the supply of related services by Silicon Rental Solutions Limited, CIN L74999MH2016PLC272442, having its office at Shop No. 5, Mohini Heights, 5th Road, Khar (West), Mumbai 400052 (“SRSL”, “we”, “us”, “our”), to the customer receiving them (“Customer”, “you”, “your”).
By placing an Order, accepting a quotation, instructing SRSL to proceed, or accepting delivery of equipment or performance of Services, the Customer accepts these Terms.
1. SCOPE AND PRECEDENCE
1.1 These Terms govern: (a) the sale of IT equipment for outright purchase (“Purchased Equipment”); and (b) installation, deployment, configuration, maintenance, support and related services supplied by SRSL (“Services”).
1.2 If SRSL and the Customer have executed a Master Rental Agreement, Master Services Agreement or other specific written agreement governing the relevant supply (a “Specific Agreement”), these Terms shall not apply to, supplement, fill any gap in, or override that Specific Agreement or any order placed under it, save to the extent expressly incorporated by that Specific Agreement. These Terms continue to apply in full to any supply that is not governed by a Specific Agreement, including any outright purchase of equipment.
1.3 Rentals. SRSL supplies equipment on rental only under a Master Rental Agreement, and these Terms do not govern any rental. If equipment is delivered on rental before a Master Rental Agreement has been executed, then until it is executed: (a) the equipment remains the sole property of SRSL and the Customer holds it as bailee only; (b) the Customer bears all risk of loss of or damage to it, shall keep it free of any lien or encumbrance and shall not remove it from India; (c) rental accrues from delivery at the rate quoted by SRSL; and (d) the Customer shall return the equipment within three (3) days of SRSL’s written demand, failing which Clause 8.4 applies. The other provisions of these Terms apply to such interim hire so far as applicable.
1.4 An Order may set out commercial particulars such as equipment, quantity, price, delivery location, scope of Services, service levels and Order-specific charges. The Order prevails over these Terms only as to those particulars, and these Terms prevail on all other matters unless SRSL agrees otherwise in writing.
1.5 The Customer confirms that it enters into each Order for the purposes of its business or profession and not as a consumer, and does not acquire equipment or Services for personal, domestic or household use.
1.6 Where the Customer is introduced to SRSL through a third-party platform, marketplace or referral partner, the contract is between SRSL and the Customer alone, and that third party is not responsible for SRSL’s performance.
2. ORDERS, PRICING AND CREDIT
2.1 A quotation is valid for the period stated in it or, if none is stated, for seven (7) days, subject to availability, credit approval and SRSL’s confirmation.
2.2 An “Order” is any purchase order, email from the Customer’s official email domain, procurement-portal instruction, accepted quotation, order confirmation, delivery challan or other written or electronic instruction accepted by SRSL. SRSL may act on any Order or instruction from the Customer’s official email domain or nominated procurement channel without enquiring into the sender’s authority, until it receives written notice revoking that authority.
2.3 An Order becomes binding on the earlier of SRSL’s written confirmation and the delivery of equipment or commencement of Services. SRSL may decline an Order before acceptance.
2.4 Standard or pre-printed terms in the Customer’s purchase order, procurement portal, vendor-registration form or other document do not apply, even if SRSL signs, stamps, acknowledges or processes that document.
2.5 Prices are as stated in the Order and, unless it states otherwise, exclude GST and other applicable taxes, which the Customer shall pay at the applicable rate.
2.6 If, before delivery, SRSL’s cost of supplying equipment rises by more than five percent (5%) because of a change in supplier pricing, duties, taxes, freight, insurance or exchange rates, SRSL may notify a corresponding price adjustment. The Customer may cancel the affected line without charge within seven (7) days of that notice, failing which the adjusted price applies. This right to cancel does not apply to equipment specially procured, imported, configured or made to order for the Customer, or for which SRSL has a non-cancellable supplier commitment, and in those cases the Customer bears SRSL’s reasonable non-recoverable committed costs.
2.7 Once accepted, an Order for Purchased Equipment may not be cancelled, varied or returned without SRSL’s written consent. Equipment specially procured, imported, configured or made to order is non-cancellable and non-returnable. Where SRSL accepts a return, it may apply a restocking charge and deduct any diminution in value.
2.8 SRSL may carry out KYC, verification and credit checks, and the Customer shall provide the documents reasonably requested, including those relating to its directors, partners, proprietors and guarantors. SRSL may decline an Order, require security or vary the commercial terms without giving reasons, except where required by law, and any timeline runs only from receipt of complete documents. SRSL’s handling of personal information is described in its Privacy Policy, which is for information only and does not form part of these Terms.
3. DELIVERY, TITLE AND RISK
3.1 SRSL shall use reasonable endeavours to deliver equipment and perform Services within any timeline agreed in writing. Timelines may be affected by an Excluded Cause or by supplier, import, customs, logistics or regulatory delays, and SRSL may revise an affected timeline, giving notice where reasonably practicable.
3.2 The Customer shall ensure that each delivery or service site is ready and suitable, including as to access, power supply, earthing, environmental conditions and network connectivity, and shall obtain any building, landlord or third-party permissions required.
3.3 The Customer shall inspect equipment on delivery and notify SRSL in writing of any shortfall, visible defect or material non-conformity within three (3) days, failing which the equipment is treated as accepted in the condition delivered. A delivery challan or delivery record acknowledged on behalf of the Customer is evidence of delivery.
3.4 Risk in Purchased Equipment passes to the Customer on delivery. Title passes only when SRSL has received the full price and all applicable taxes and charges. Until then, the Customer shall keep the equipment identifiable, insured and free from any lien or third-party claim, and SRSL may recover it under Clause 8.4. Once title passes, the Customer is responsible for the lawful use and eventual disposal of the equipment. SRSL has no contractual obligation to take back or dispose of Purchased Equipment, and nothing in these Terms excludes any statutory obligation that applies directly to either party.
4. SERVICES, SERVICE LEVELS AND WARRANTIES
4.1 SRSL shall perform the Services expressly included in an Order with reasonable skill and care. SRSL has no installation, maintenance, repair or replacement obligation in respect of Purchased Equipment unless expressly included in an Order.
4.2 “Excluded Cause” means: any act, omission, misuse, negligence or unauthorised modification by the Customer, its personnel or a third party; unsuitable or interrupted power, earthing, air-conditioning, network or internet connectivity; software, data, configuration, credentials, viruses or malware not supplied or controlled by SRSL; delay in providing site access, information, approvals or cooperation; consumables, batteries and wear items; shortage of components, spares or replacement equipment outside SRSL’s reasonable control; and a Force Majeure Event.
4.3 A service level applies only where expressly stated in an Order. Any service level so stated is an indicative operational target and not a guarantee, condition or warranty. SRSL shall use reasonable endeavours to meet it, and a failure to meet it shall not of itself constitute a breach of these Terms. A service level does not apply to the extent of any Excluded Cause.
4.4 The only warranty for Purchased Equipment is such original equipment manufacturer warranty as is available and transferable, the benefit of which SRSL passes to the Customer. After the inspection period in Clause 3.3, the Customer’s sole recourse for any defect is the manufacturer’s warranty process, and SRSL’s only obligation is to provide reasonable assistance in initiating it.
4.5 SRSL does not warrant that equipment or Services will operate without interruption or error. Except as expressly stated in these Terms or an Order, and to the maximum extent permitted by law, all other warranties, conditions and terms, express or implied, are excluded, including those as to quality, fitness for a particular purpose, correspondence with description and quiet possession under the Sale of Goods Act, 1930 or otherwise.
4.6 To the maximum extent permitted by law, SRSL is not liable for any latent defect, design fault, product recall or safety notice originating with a manufacturer or supplier, or for any delay, refusal, discontinuation, withdrawal of support or insolvency of a manufacturer, supplier or authorised service provider.
4.7 The Customer is responsible for licences for all software it installs, adds or separately procures, and for using any supplied software within its licence terms. This does not make the Customer responsible for the validity of any licence expressly sold by SRSL under an Order.
5. PAYMENT AND DEFAULT
5.1 Invoices are payable by the due date stated in the Order or invoice or, if none is stated, within seven (7) days after receipt.
5.2 All amounts shall be paid in full without set-off, counterclaim or withholding, except tax deducted as required by law, for which the Customer shall provide the certificate within the prescribed time. SRSL may set off any amount it owes the Customer, and may apply payments first to recovery costs, then to late-payment charges, and then to the oldest outstanding invoice.
5.3 Payment is discharged only when SRSL receives cleared funds, unless SRSL has authorised a named intermediary in writing to receive payment on its behalf. SRSL will not change its bank details by email alone. The Customer shall verify any change to payment instructions by telephone on the number published on SRSL’s website, and a payment made without such verification does not discharge the Customer’s obligation.
5.4 The Customer shall notify SRSL in writing of any bona fide invoice dispute, with reasonable particulars, within ten (10) days after receiving the invoice, and shall pay the undisputed amount when due. A disputed amount later found payable attracts late-payment charges from its original due date.
5.5 An amount unpaid more than fifteen (15) days after its due date attracts a late-payment charge of two percent (2%) per month on the overdue amount, from the sixteenth (16th) day until paid in full. The parties agree that this rate is reasonable compensation for SRSL’s cost of funds and recovery administration and not a penalty; if held unenforceable, it shall be reduced to the maximum enforceable rate.
5.6 If an amount, other than one disputed in accordance with Clause 5.4, remains unpaid: (a) from the fifteenth (15th) day after its due date, SRSL may issue a default notice, suspend Services, withhold deliveries and decline further Orders; and (b) from the sixtieth (60th) day after its due date, SRSL may terminate any or all Orders, recover any equipment to which it retains title under Clause 8.4, and commence proceedings for all amounts due and its enforcement costs. A default under one Order may be treated as a default under every Order. Suspension or termination does not release the Customer from any payment obligation.
5.7 SRSL may hold any security deposit, cheque or other security until all obligations are settled, apply security held for one Order to amounts due under any Order, and present or enforce it in accordance with its terms and applicable law; it is returned without interest once all obligations are settled. A dishonoured cheque attracts a charge of INR 1,000 together with bank charges and reasonable recovery costs, is a material breach, and does not limit SRSL’s remedies, including under Section 138 of the Negotiable Instruments Act, 1881.
6. CUSTOMER DATA
6.1 “Customer Data” means any information, files, software or other data of the Customer stored on equipment supplied or serviced by SRSL. The Customer is solely responsible for Customer Data, including its security, backup and management. SRSL is not a data storage, backup or archival service.
6.2 SRSL’s Services relate to the equipment itself. Before handing any equipment to SRSL, the Customer shall back up and remove any Customer Data it wishes to keep or protect, and shall disable any password or device lock that would prevent diagnosis or repair. Any Customer Data left on the equipment remains entirely at the Customer’s risk and may be permanently erased in the course of diagnosis, repair, replacement, reset or reimaging, which the Customer authorises.
6.3 To the maximum extent permitted by law, SRSL has no liability for any loss, corruption, deletion or disclosure of, or unauthorised access to, Customer Data, however arising.
7. LIABILITY AND INDEMNITY
7.1 Neither party shall be liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any indirect, special, incidental, punitive or consequential loss, or for loss of profit, revenue, anticipated savings, business, goodwill or data, or business interruption, however arising.
7.2 SRSL’s aggregate liability for all claims arising under or in connection with an Order, however arising, shall not exceed: (a) for Purchased Equipment, the price actually received by SRSL for the item giving rise to the claim; and (b) for Services, the charges actually received by SRSL for the affected Service in the three (3) months immediately preceding the event giving rise to the claim. SRSL’s total aggregate liability in any twelve (12) month period shall not exceed the total amounts actually received by SRSL from the Customer in that period.
7.3 Nothing in these Terms limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be limited or excluded.
7.4 Nothing in these Terms limits or excludes the liability of the Customer. Without limiting the foregoing, no limitation or exclusion in this Section 7, including Clause 7.1, applies to the Customer’s liability for amounts due under any Order, for loss of or damage to equipment owned by SRSL, or under Clause 7.5.
7.5 The Customer shall indemnify SRSL and its directors, officers, employees, agents and subcontractors against all third-party claims, regulatory proceedings, penalties, losses, liabilities, costs and reasonable legal fees arising from: (a) the Customer’s breach of these Terms, negligence, misuse or unlawful use of equipment or Services; (b) personal injury, damage to property or infringement of intellectual property caused by the Customer’s equipment, software, data, acts or omissions; (c) the licensing of software for which the Customer is responsible under Clause 4.8; (d) Customer Data, including any failure by the Customer to give a notice or obtain a consent required by law; (e) any obstruction of SRSL’s lawful recovery of equipment; or (f) any breach by the Customer of applicable sanctions or export-control law.
7.6 SRSL gives no indemnity, representation or warranty that equipment, firmware, embedded software or operating systems made or licensed by a third party do not infringe anyone’s rights. SRSL may pass through any available manufacturer or licensor remedy and provide reasonable assistance in pursuing it, without assuming any independent liability.
7.7 A party seeking indemnity shall promptly notify the indemnifying party, cooperate at its cost and allow it to control the defence, but no settlement admitting fault or imposing a non-monetary obligation on the indemnified party may be made without its consent. SRSL may, at the Customer’s cost, control the defence of any claim involving a regulator, a criminal allegation or SRSL’s title to equipment.
7.8 Each party acknowledges that in entering into an Order it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance, forecast, projection or warranty (whether made negligently or innocently) other than as expressly set out in these Terms and the applicable Order. Nothing in this Clause limits or excludes liability for fraud or fraudulent misrepresentation.
7.9 The Customer acknowledges that SRSL’s prices are set on the basis of the allocation of risk in these Terms.
8. TERMINATION AND RECOVERY
8.1 Except for non-payment, which is governed by Clause 5.6, and the events in Clause 8.2, either party may terminate an affected Order if the other commits a material breach and, where the breach is capable of remedy, fails to remedy it within thirty (30) days after written notice.
8.2 SRSL may terminate any or all Orders immediately by written notice if the Customer suffers an insolvency, liquidation, resolution, receivership or analogous event; ceases or threatens to cease business; has a cheque, mandate or payment instruction dishonoured on two or more occasions; or breaches Clause 11.7.
8.3 Where SRSL is entitled to recover equipment to which it retains title, the Customer shall deliver it up within three (3) days of SRSL’s written demand at the location SRSL notifies, and shall provide and procure peaceful and lawful access during business hours to the premises where it is located. SRSL shall not enter any premises without the consent of the person in lawful occupation. A refusal of access or failure to deliver up is a material breach, and SRSL may seek delivery-up, possession, injunctive or other interim relief, or the appointment of a receiver or commissioner. The Customer shall bear all reasonable recovery and enforcement costs.
9. CONFIDENTIALITY AND INTELLECTUAL PROPERTY
9.1 Each party shall keep confidential the other’s non-public business information, including pricing, configurations, methodologies and the terms of any Order; use it only for the relevant Order; and disclose it only to personnel, advisers, financiers, insurers and service providers who need it and are bound by confidentiality, or as required by law (with advance notice where lawful and practicable). This does not apply to information that is public other than through breach, was already lawfully known, is independently developed or is lawfully received from a third party. These obligations continue for five (5) years after the relevant Order ends and, for a trade secret, for as long as it remains one.
9.2 Each party retains its own intellectual property. SRSL retains all rights in its tools, operating-system images, configurations, documentation and service methods, which the Customer may use only as required to receive the Services and shall not copy, reverse-engineer, decompile or commercially exploit except as permitted by law. Third-party intellectual property remains with its owners.
9.3 Neither party shall use the other’s name or logo for promotion without consent, except that SRSL may list the Customer’s name and logo in its customer lists, website and credentials unless the Customer objects in writing, in which case SRSL shall stop within thirty (30) days. Case studies, testimonials and press releases require the Customer’s prior written consent.
10. FORCE MAJEURE
10.1 Neither party is liable for delay or failure to perform an obligation, other than a payment obligation, caused by an event beyond its reasonable control, including natural disaster, epidemic, war, terrorism, civil unrest, strike, governmental action, fire, flood, utility or internet failure, shortage of components or spares, supply-chain or import disruption, or manufacturer delay (a “Force Majeure Event”). The affected party shall notify the other within a reasonable period and use reasonable efforts to mitigate its effect.
10.2 If a Force Majeure Event directly and continuously prevents a party from materially performing an Order for more than ninety (90) consecutive days, either party may terminate that Order to the extent performance remains prevented. A Force Majeure Event affecting only the Customer’s business or circumstances does not entitle it to cancel an accepted Order for Purchased Equipment. Accrued payment obligations are unaffected.
11. GENERAL
11.1 Assignment and subcontracting. The Customer shall not assign, transfer, sub-contract or charge an Order or its rights or obligations without SRSL’s prior written consent. SRSL may assign, charge, securitise or transfer its rights and receivables to an affiliate, financier or other third party without consent, and the Customer shall provide any reasonable acknowledgement required. SRSL may subcontract any of its obligations and remains responsible for their performance.
11.2 Notices. Notices shall be in writing and sent to the postal or email address stated in the Order or otherwise notified. An email is received on transmission unless a delivery-failure notice is received; registered post or courier is received three (3) days after dispatch. Orders, approvals, notices and other communications by email or other electronic means are valid and binding and shall not be denied effect solely because they are electronic.
11.3 Changes. SRSL may update these Terms from time to time. The version in force when an Order is accepted applies to that Order, and an update does not retrospectively amend an accepted Order.
11.4 Entire agreement. Where no Specific Agreement applies, these Terms and the applicable Order are the entire agreement for the relevant supply and supersede all prior discussions concerning it. Any amendment must be agreed in writing by authorised representatives of both parties.
11.5 Relationship. The parties are independent contractors, and nothing in these Terms creates a partnership, joint venture, agency or employment relationship. SRSL personnel remain SRSL’s employees or contractors, and the Customer shall provide them with safe access and working conditions.
11.6 Severability, waiver and third parties. An invalid or unenforceable provision shall be read down to the extent necessary or, if that is not possible, severed, without affecting the rest. A waiver is effective only in writing, delay in exercising a right is not a waiver, and rights and remedies are cumulative. A person who is not a party to an Order may not enforce it or these Terms.
11.7 Compliance. Each party shall comply with applicable anti-bribery, anti-corruption, sanctions, export-control and anti-money-laundering laws, and the Customer shall not use, export or re-export equipment supplied by SRSL in breach of any sanctions or export-control restriction.
11.8 Governing law and arbitration. These Terms and each Order are governed by the laws of India. The parties shall first attempt to resolve a dispute through senior-management discussions for thirty (30) days after written notice. If unresolved, it shall be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 before a sole arbitrator appointed by agreement or, failing agreement within thirty (30) days, by the Mumbai Centre for International Arbitration under its rules. The seat and venue shall be Mumbai, the language English, and the award final and binding. Costs shall be determined by the arbitral tribunal in accordance with applicable law.
11.9 Courts and carve-outs. The courts at Mumbai have exclusive supervisory jurisdiction over the arbitration. Nothing prevents SRSL from filing a summary suit under Order XXXVII of the Code of Civil Procedure, 1908 where maintainable, initiating proceedings under Section 138 of the Negotiable Instruments Act, 1881, or seeking interim, injunctive, delivery-up or possession relief, or a receiver or commissioner, from any competent court, including where equipment is located. Doing so does not waive the arbitration agreement for other disputes.
12. CONTACT
Silicon Rental Solutions Limited
Shop No. 5, Mohini Heights,
5th Road, Khar (West),
Mumbai 400052, India
Email: sales@silicongroup1.com
Website: www.silicongroup1.com
Telephone: +91 9082560851