PLEASE READ THIS STATEMENT CAREFULLY BEFORE USING THE PURCHASED ITEM. YOUR USE OF THIS PURCHASE ITEM SHALL CONSTITUTE YOUR ACCEPTANCE OF FUEL QUALITY AGREEMENT. IF YOU DO NOT ACCEPT THESE TERMS OF THIS AGREEMENT, DO NOT USE THE PURCHASED ITEM AND/OR DO NOT SUBSCRIBE TO THE SERVICE.
The Fuel Quality Agreement (“Agreement”) is entered into by and between Synergy Teletech Private Limited (hereinafter referred to as “Company”) and the Consumer (herein after referred to as “User”). This Agreement governs the terms and conditions of the User’s use of the purchased item (“Fuel”).
WHEREAS:
- 1. The Company is engaged in the business of sale and delivery of Biodiesel, branded as Synergy Green Diesel or aggregating demand for delivery of HSD (High Speed Diesel) (hereinafter referred to “Fuel”) to customers through its franchisee network.
- 2. The User is the end consumer and/or the customer of the Company who is using the Service for personal consumption.
- 3. The Parties are desirous to enter into this Agreement.
- 4. In consideration of the mutual promises, covenants, undertakings and agreements between the Parties hereto, the Parties hereby enter into this Agreement on the terms and conditions contained herein.
By using the Fuel, the User acknowledge that the User have read, understand, acknowledge and agree to be bound by all the terms and conditions of this Agreement and any new, different, or additional terms or conditions that the Company may establish from time to time at its sole discretion.
1. DEFINITIONS AND INTERPRETATION
1.1. Definitions:
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The Parties (namely Synergy Teletech Private Limited and the User) to this Agreement hereby unconditionally agree that unless the context otherwise requires, the terms listed below when used in this Agreement shall have the meanings attached to them and these terms shall be interpreted accordingly. The terms listed below as used in this Agreement may be identified by the capitalization of the first letter of each principal word thereof:
“Company Delivery Agent” shall mean the authorised representative of the Company carrying out the Delivery of the Fuel.
“Delivery Date” shall mean the actual date of delivery of the Fuel.
“Force Majeure” shall include any and all acts, events, omissions or accidents beyond reasonable control, including strikes, lockouts or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
“Manufacturing Defect” shall be mean any deviation from the intended specifications of the Fuel more specifically described in Annexure A.
“Purchase Date” shall be the date of purchase of the Fuel and shall be the date on which the payment for the Fuel of the User is successfully processed.
“Third-Party Partners” shall include any and all persons, body corporates and/or entities with whom the Company has entered into a contract with any and all matters which are connected to the Service either directly or indirectly.
“User” shall include any legal natural person using the Fuel, service, website and/or App provided by the Company.
“Sampling” shall mean the process of quality assessment of the Fuel by the User to ascertain if there exists a Manufacturing Defect in the presence of Company Delivery Agent.
“Warranty Claim” shall have the meaning ascribed to it in Clause 5.2.
1.2. General Interpretation
In this Agreement, except that the context otherwise requires:
- 1.2.1. References to a statute, ordinance or other Law shall be deemed to include any references to a statute, ordinance or other Law as amended, supplemented or replaced from time to time in accordance with its terms and (where applicable) subject to compliance with the requirements set forth therein and shall include regulations and other instruments under such statute, ordinance or other Law;
- 1.2.2. References to Clauses, are reference to clauses in this Agreement unless the context requires otherwise and the recitals to this Agreement shall always be deemed to form part of this Agreement;
- 1.2.3. The headings are inserted for convenience only and shall not affect the construction of this Agreement ;
- 1.2.4. The masculine gender includes the feminine gender as well as the neuter.
2. EFFECTIVE DATE:
The Effective Date of this Agreement shall be the Purchase Date.
3. GENERAL CONDITIONS, COVENANTS, REPRESENTATIONS, WARRANTIES AND DECLARATIONS
- 3.1. Other than at the instance of a Manufacturing Defect, the Company does not make any implied or express covenant in relation to the quality and merchantability of the Fuel as well as it being error free.
- 3.2. The User understands, acknowledges, affirms and agrees that the conditions which are specific to the User in the terms of use applicable to the FillNow mobile application are applicable mutatis mutandis to this Agreement and both the agreements need to interpreted using the principle of harmonious construction. At the instance of a direct conflict however, the terms governing the mobile application shall prevail.
- 3.3. Notwithstanding anything contained herein, the Company does not warrant for the functioning of the Fuel to meet the any expectation and/or criteria which have not been specifically laid herein in this Agreement.
- 3.4. Notwithstanding anything contained herein, the Company specifically disclaims any implied representations, warranties, declarations and covenants in relation to the Fuel and any functionality thereof.
- 3.5. The User shall take no steps in attempting to reverse engineer the Fuel and/or any associated technologies thereto. The User understands that the Company is induced to enter into a transaction with the User to deliver the Fuel on the basis of, inter alia mentioned in this Agreement or otherwise, the declaration made in this Clause 4.7 by the User.
- 3.6. Subject to Clause 4, the Company warrants that the Fuel will perform in accordance with the specifications provided by the Company to the User more specifically described in Annexure A.
- 3.7. Subject to applicable law, the User specifically disclaims any and all rights under this contract or law for direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if the Company has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Fuel; (ii) unauthorized access to or alteration of User’s transmissions or data; (iii) statements or conduct of any third party on the Fuel and the corresponding services; (iv) or any other matter relating to the Fuel and the corresponding services not specifically laid down herein (v) any Manufacturing Defect, as against the Company.
4. FUEL WARRANTY
- 4.1. The Company extends a limited, revocable, non-transferable warranty from the Purchase Date to the Date of Delivery in relation to the Fuel (“Fuel Warranty”) at the instance any Manufacturing Defect is found during the process of Sampling.
- 4.2. Notwithstanding anything contained
- 4.3. At the instance the User wants to assert the Fuel Warranty, he needs to communicate to the Company (“Warranty Claim”) immediately after the process of Sampling in the presence of the Company Delivery Agent. For clarification of doubt, all Manufacturing Defects shall be deemed to have arisen as on the date of any Warranty Claim.
- 4.4. In the event of a Warranty Claim, the Company shall replace the Fuel. In the event that the Company fails to replace the Fuel within a reasonable period, the User’s sole recourse shall be to terminate the Agreement. In no event shall the Company be liable for any incidental, consequential, or punitive damages as a result of its performance or breach of this Clause, including but not limited to any vehicular damage.
- 4.5. Notwithstanding anything contained herein, the Fuel Warranty shall become void and/or inapplicable at the following instances:
- 4.5.1. If the User enters into any insurance/warranty agreement with any third party in relation to the Fuel without the consent of the Company.
- 4.5.2. In case of any damage caused which does not directly arise from a Manufacturing Defect.
- 4.5.3. Any deviation in the Fuel which is not the subject matter of the specifications mentioned in Annexure A.
- 4.5.4. In case of any breakage or damage of the Fuel and/or disruption of the corresponding services of the Company due to any direct and/or indirect actions and/or omissions of the User.
- 4.5.5. Any defects and/or deficiency of service caused by any third party as envisaged under Clause 3.1 of this Agreement.
- 4.5.6. In case of the Force Majeure event.
- 4.6. For clarification of doubt, the Fuel Warranty is limited to any Manufacturing Defects and the User is not entitled and specifically disclaims to any other warranties, express or implied, that may arise either by agreement between the parties or by operation of law as against the Company.
5. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL THE COMPANY, OR THEIR RESPECTIVE PARENTS, AFFILIATES, DIRECTORS, EMPLOYEES, DISTRIBUTORS, SUPPLIERS, AGENTS OR RESELLERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE FUEL, AND IN NO EVENT SHALL COMPANY’S LIABILITY TO THE CUSTOMER FOR ALL DAMAGES. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. ADDITIONALLY, UNDER NO CIRCUMSTANCES SHALL COMPANY BE HELD RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED TO THE USER IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY EXTERNAL SITES LINKED FROM THE APP. COMPANY IS NOT RESPONSIBLE FOR, AND SHALL HAVE NO LIABILITY FOR, THE LOSS OF OR DAMAGE TO THE USER’S CONTENT AND DOCUMENTS INCLUDING ANY LOSS OR DAMAGE RESULTING FROM NON-FUNCTIONALITY OF THE FUEL AND/OR THE SUSPENSION OR TERMINATION OF THE LICENSED APP OR THIS AGREEMENT.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN, THE LIABILITY OF COMPANY TO THE USER (ALONG WITH ITS PERMITTED ASSIGNS, AGENTS, EMPLOYEES, HEIRS, SUCCESSORS AND/OR AUTHORISED REPRESENTATIVES) SHALL NOT BE MORE THAN TOTAL COST OF THE FUEL, INTEREST FREE, RECEIVED FROM THE USER UNDER THIS AGREEMENT AT ANY GIVEN INSTANCE.
6. DISPLAY, USE OF INFORMATION AND PRIVACY POLICY
Refer for the other Legal Documentation of the Company provided for in the App and/or the Website link- www.fillnow.in
7. CANCELLATION OR TERMINATION.
- 7.1. The Company may, at any time, terminate this Agreement or disable or take down any information displayed at the instance of a breach of any and all obligations by the User under this Agreement and/or any other legal documentation that is entered into by and between the Company and the User.
- 7.2. The Company reserves the right to immediately terminate this Agreement without prior notice if the User’s use of the Fuel results in, or is the subject of, legal action or threatened or proposed legal action, against the Company or any of its affiliates, without consideration of whether such legal action or threatened or proposed legal action is eventually determined to be with or without merit.
- 7.3. At the instance of termination of this Agreement by the Company in accordance with this Clause 7, the corresponding Fuel Warranty shall stand lapsed as on the date of such termination.
8. INDEMNIFICATION
- 8.1. The User shall defend, protect, indemnify and hold harmless the Company and its directors, employees, agents, successors, and assigns (“Indemnified Parties”) from and against any and all claims in connection therewith (collectively, the “Indemnified Liabilities”), incurred by the Indemnified Parties as a result of, arising out of or relating to:
- 8.1.1. any misrepresentation by the User to the Indemnified Parties,
- 8.1.2. any misrepresentation of the User to any Third Party, with respect to the Indemnified Parties,
- 8.1.3. any direct, incidental and consequential losses suffered by the Company due to any of the actions carried out by the End User with the Fuel or otherwise.
- 8.2. The right of indemnification under this Clause 9 is not prejudicial to any other rights of the Indemnified Parties under this Agreement, applicable law, and/or equity.
- 8.2. The right of indemnification under this Clause 9 is not prejudicial to any other rights of the Indemnified Parties under this Agreement, applicable law, and/or equity.
9. JURISDICTION AND DISPUTES
- 9.1. This Agreement and its performance shall be governed by and construed in all respects in accordance with the Laws of the Republic of India.
- 9.2. Subject to Clause 9.3 below, this Agreement shall be subject to the jurisdiction of the courts in Bangalore, India.
- 9.3. Any action, Dispute or difference arising under or relating to this Agreement (“Dispute”) shall at the first instance be resolved through good faith negotiations between the Parties hereto, which negotiations shall begin promptly, within 15 (fifteen) days after a Party has delivered to the other Party a written request for such consultation. If the Parties are unable to resolve the Dispute in question within 15 (fifteen) days of the commencement of negotiations, the Dispute shall be referred to and finally and conclusively settled by arbitration in accordance with the Indian Arbitration and Conciliation Act, 1996.
- 9.4. The seat as well as the venue of arbitration at all times shall be Gurgaon, India.
- 9.5. All proceedings, including issuance of an arbitration award, in any such arbitration, shall be conducted in English.
- 9.6. The arbitration shall be conducted by a tribunal of 3 (three) arbitrators. The Parties agree that the User shall appoint 1 (one) arbitrator, the Company shall appoint 1 (one) arbitrator and the arbitrators so appointed shall appoint the third arbitrator.
- 9.7. The arbitral tribunal will have the power to grant any remedy or relief that they deem just and equitable, including but not limited to injunctive relief, whether interim and/or final.
- 9.8. The arbitration award shall be final and binding on the Parties and may be enforced by any court of competent jurisdiction.
- 9.9. The Parties agree to bear their own costs of arbitration until such time that the arbitral tribunal does not pass an award deciding on the costs. The arbitrators may, (but shall not be required to), award to a Party that substantially prevails on merits, its costs and reasonable expenses (including reasonable fees of its counsel).
- 9.10. When any Dispute is under arbitration, the Parties shall continue to exercise their remaining respective rights and fulfil their remaining respective obligations under this Agreement.
10. AMENDMENTS AND WAIVER
Any provision of this Agreement may be amended or waived. No waiver by any Party of any term or condition of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement on any future occasion. All remedies, either under this Agreement or by Law or otherwise afforded, will be cumulative and not alternative.
11. INDEPENDENT CONTRACTORS
The Company and User are independent contracting parties and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. This Agreement will not be construed to create or imply any partnership, agency or joint venture, or employer-employee relationship.
12. SEVERABILITY
If any provision hereof is held invalid or unenforceable by any court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.
13. ENTIRE AGREEMENT
This Agreement, the terms of use, the data protection documentation and offer terms are the entire agreement between the Company and User with respect to the transactions envisaged herein and the inter-se rights and obligations of the Parties, superseding and replacing all negotiations, prior agreements, discussions, memoranda or heads of agreements, made prior to the date hereof amongst the Company and User. For clarification of doubt, the recitals to this Agreement form an integral part of this Agreement.
14. CONTACT US
Anything pertaining to this agreement, please contact our grievance redressal officer by sending an e-mail to info@synergyteletech.com.
