Terms of Service

1. Introduction

Welcome to the Terms of Service of Mist Air Coill Coolers LLP, an India‐registered manufacturer specializing in high‐performance cooling towers and systems for global industrial applications (the "Manufacturer", "Exporter" "we", "us", or "our").

By placing an order or entering into an agreement with us for manufacturing, supply, export, or services (together, the "Services"), you (the "Customer", "you", or "your") agree to be bound by these Terms of Service (these "Terms"). These Terms govern all supply, manufacturing, export, installation, commissioning and support services provided by us worldwide.

2. Scope of Services

2.1 Manufacturing & Supply

We manufacture, assemble, test and supply cooling towers, fluid coolers and allied equipment, per the technical specifications, purchase order, contract documentation or quotation issued by us.

2.2 Export & Worldwide Delivery

We export goods from India to international destinations and manage shipping, export documentation, customs clearance (where applicable), and logistics. You agree to comply with import/export regulations of India and the destination country.

2.3 Installation, Commissioning & After‐sales

If included in the agreement, we will provide installation, commissioning, testing, and after‐sales service under separate service terms or the agreed scope.

2.4 Modification

We may modify or amend deliverables, timelines or components only by written agreement. Any changes requested by you that affect cost or schedule must be documented via a written change order.

3. Orders, Quotations & Acceptance

3.1 Quotations

All quotations remain valid for the period specified therein. We may withdraw or revise quotations at any time before acceptance.

3.2 Order Acknowledgement

Your purchase order is subject to our written acknowledgement. Only upon our acknowledgement is the order binding.

3.3 Contract Documents

The binding agreement consists of:

• (a) these Terms,
• (b) the purchase order and our acknowledgement,
• (c) technical specifications, drawings and data sheets,
• (d) any agreed change orders, and
• (e) any other documents expressly agreed by us.

3.4 Priority of Documents

In the event of conflict, the document hierarchy shall be:

1. purchase order & acknowledgement;
2. change orders;
3. technical specifications;
4. these Terms.

3.5 Minimum Order & Export Conditions

Minimum order quantities, export licensing (if applicable), certificates of origin, and other documentation obligations must be satisfied prior to binding acceptance.

4. Price & Payment Terms

4.1 Price

The price shall be as quoted, in the currency and on the payment terms set out in our quotation or acknowledgement. Unless otherwise agreed, prices are ex‐works (INCOTERMS) and exclude taxes, duties, freight, insurance, export/import licenses, customs clearance and related costs.

4.2 Payment Terms

Unless otherwise agreed, you shall pay as follows:

• (i) a deposit or advance payment at order confirmation;
• (ii) balance payment prior to dispatch or based on agreed milestones.

Late payments may incur interest at the rate permitted by law.

4.3 Taxes & Duties

You are responsible for all applicable export duties, taxes, import taxes, customs duties and other charges arising from export or import of goods.

4.4 Currency & Exchange

Payments shall be made in the specified currency and you bear exchange‐rate risk unless otherwise agreed.

5. Export & Compliance Obligations

5.1 Export Controls

You acknowledge that goods and technology supplied may be subject to Indian export controls, customs regulations and the laws of the destination country (including dual‐use goods). You agree to provide accurate export documentation and to comply with applicable laws. (See guidelines such as the World Trade Organization export regulations framework.)

5.2 Certificates & Documentation

We shall supply required certificates (Country of Origin, Compliance, Testing) as agreed. You shall promptly provide information necessary for such documentation. (See guidelines on Certificates of Origin.)

5.3 Destination Restrictions

You agree not to export, re‐export or transfer goods to countries, persons or end‐uses prohibited by applicable laws or regulations.

5.4 Non‐Performance for Regulatory Reasons

We shall not be liable for delays or non‐performance caused by export control restrictions, denial of licenses or customs actions.

6. Delivery & Title

6.1 Delivery Terms

Unless otherwise agreed, delivery shall be ex‐works (at our factory) per INCOTERMS. Transit, insurance and customs shall be your responsibility.

6.2 Risk & Title

Risk of loss or damage passes to you when goods are handed over at agreed ex‐works point. Title remains with us until payment in full is received or as required by applicable law.

6.3 Delivery Schedule & Delay

Delivery dates are estimates unless explicitly guaranteed in writing. We shall not be liable for delays resulting from force majeure, export restrictions, procurement delays, or changes requested by you.

7. Inspection, Testing & Acceptance

7.1 Inspection

You may inspect the goods at our facility prior to dispatch if agreed.

7.2 Testing

We perform factory acceptance tests according to agreed specifications. Additional tests requested by you may incur extra cost.

7.3 Acceptance

Unless you notify us of non‐conformity within the acceptance period specified in the acknowledgement (typically within X days of delivery), the goods shall be deemed accepted.

8. Warranties & Limitations

8.1 Warranty

We warrant that goods will conform to agreed specifications and be free of material defects under normal use for twelve (12) months from commissioning or eighteen (18) months from delivery, whichever occurs first. Certain components may carry longer warranties as specified in writing.

8.2 Exclusions

This warranty does not cover damage due to misuse, abuse, improper installation by others, unauthorized modifications, corrosive environments not disclosed, or normal wear and tear.

8.3 Limitation of Liability

Except for personal injury or death caused by our negligence, our liability for any claim shall not exceed the price paid for the goods. We shall not be liable for indirect, incidental or consequential damages (including lost profits or business interruption).

8.4 Third‐party Claims

We shall not be liable for claims arising from third‐party equipment or software not supplied by us.

9. Intellectual Property & Confidentiality

9.1 Background IP

Each party retains ownership of its pre‐existing intellectual property.

9.2 New Developments

New inventions or modifications shall be dealt with as agreed in separate development agreements.

9.3 Confidentiality

You and we each agree to keep confidential the other party's proprietary information and not to disclose it to third parties without prior written consent, except as required by law.

9.4 Use of Trademarks

You shall not use our name or trademarks without our prior written consent.

10. Term, Termination & Effects

10.1 Term

The agreement shall remain in force until delivery, acceptance and final payment, unless otherwise agreed.

10.2 Termination for Cause

Either party may terminate upon material breach if the other fails to cure within a specified notice period (e.g., 30 days).

10.3 Consequences of Termination

Upon termination, you must pay for all delivered goods, work‐in‐progress and non‐cancelable commitments. Reservation of rights (warranty, confidentiality, IP) survives termination.

10.4 Force Majeure

Neither party shall be liable for delay or failure due to causes beyond its reasonable control (e.g., natural disasters, war, embargo, export licensing refusals) (see similar provisions in manufacturing agreements.)

11. Governing Law & Dispute Resolution

11.1 Governing Law

These Terms shall be governed by the laws of India and the courts of Tamil Nadu, India shall have exclusive jurisdiction, unless a different jurisdiction is agreed in writing.

11.2 Arbitration

Disputes shall be settled by arbitration under [e.g., ICC rules] in [location], in English language, and the award shall be final and binding.

11.3 Compliance with Export Controls

Any dispute may be suspended to the extent necessary to comply with export control laws, sanctions, or regulatory requirements of India or destination countries.

12. Data Protection & Privacy

We will process personal data you provide in accordance with our Privacy Policy. You agree to provide accurate information and comply with applicable data protection laws. Data may be transferred outside India where required by global operations.

13. Amendments & Entire Agreement

These Terms constitute the entire agreement between you and us regarding the Services and supersede all prior understandings. We may amend these Terms by posting an updated version on our website or notifying you in writing; your continuing use of our Services constitutes acceptance.