Co-Branding in Pipe & Tube Segment | Terms & Conditions
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Stainless
Trivia

Terms & Conditions for Co-branding in Pipe and Tube Segment

Introduction

These Terms and Conditions for Co-Branding (hereinafter referred to as “Conditions”) shall govern the co-branding which can be undertaken by the MOU partner in order to emboss or etch and print Jindal Stainless Trademark on the Material and on the packaging thereof.

For the purpose of these Conditions, following terms, when used in these Conditions shall have the meaning as assigned to them hereinafter:

MOU partner means any Pipe & Tube manufacturer who has signed Memorandum of Understanding Pipe & Tube 2022-2023 (“MoU”), with or on behalf of the Supplier and is eligible under the same to participate in the Co-branding Scheme.

Designated Seal Manufacturer means a manufacturer identified by Supplier that manufactures and supplies the embossed seal of Jindal Stainless trademark as per the instructions of Supplier, directly to the MOU partner.

Jindal Stainless Trade Mark means all the trademarks and trade name, whether or not registered, which are owned and used by or licensed to the Supplier.

Material shall mean the stainless steel sold by the Supplier to the MOU partner on which Jindal Stainless Trademark shall be embossed by the MOU partner at the notified premises alone.

Supplier shall mean the Supplier of the Material engaged in the business of developing, manufacturing, marketing and selling of stainless steel or any other authorised representative of the Supplier thereof.

Obligations of MOU Customer:

  • To properly emboss or etch and print the Jindal Stainless Trademark on the Material and the packaging thereof as also the correct MoU number and the respective Grade of stainless steel.
  • To not put Jindal Stainless Trademark to any unauthorized use or on any material which is not purchased from the Supplier or for which Supplier has not expressly permitted the MOU partner or on any material which MOU partner has received including from the Supplier for the purpose of Job Work.
  • That the seal of Jindal Stainless Trademark used for embossing the Material shall be exclusively used by MOU partner at such premises for which the MOU partner has notified the Supplier in writing.
  • That the seal of Jindal Stainless Trademark as also the device through which the Jindal Stainless Trademark is etched on the Material shall be safely kept in its custody at all times and shall not be duplicated or engineered in any way or form in order to copy the Jindal Stainless Trademark.
  • That any loss or theft of the seal of Jindal Stainless Trademark as also the device through which the Jindal Stainless Trademark is etched on the Material shall be promptly reported to Supplier, i.e. in any case not later than 24 hours from the loss or theft and it shall take such action as instructed by Supplier in that regard.
  • To promptly inform Supplier if it comes to know of any misuse of Jindal Stainless Trademark by any person.
  • That the MOU partner shall emboss only such of the seal of Jindal Stainless Trademark as it has received from the Designated Seal Manufacturer and use only such device as allowed by the Supplier to etch on the Material.
  • That the MOU partner shall obtain only such numbers of seal as permitted by the Supplier and procure the seal bearing the Jindal Stainless trademark only form the Designated Seal Manufacture.

Intellectual Property Rights:

  • MOU partner will not alter, obscure, remove, cancel or otherwise interfere with any markings (including without limitation any Trademarks, logos, trade names or trading style of Jindal Stainless) and other indications of origin, which may be placed on Material. MOU partner acknowledges that it has no right, title or interest whatsoever in Jindal Stainless trademark or any verbatim of trademark of the Supplier and any goodwill associated therewith and that all goodwill associated with the Jindal Stainless Trademark is owned by and shall ensure exclusively to and for the benefit of the Supplier. Furthermore, MOU partner agrees not to represent in any manner that it has acquired any ownership rights in the Jindal Stainless Trademark. MOU partner shall have the right to use Jindal Stainless Trademark solely in connection with the sale, distribution and support of the Material in accordance with the terms of this MoU as agreed with or on behalf of the Supplier and except as may be otherwise permitted in writing by Supplier and for no other purpose whatsoever.
  • MOU partner shall return to Supplier the seal and any device used to etch the Material with Jindal Stainless Trademark which is in MOU partner’s possession or over which it has control upon specific demand of the Supplier along with any undertaking in writing in this regard to the satisfaction of the Supplier.
  • MOU partner agrees that the provisions of this clause are reasonable having regard to the necessity of Supplier to protect its rights in the Jindal Stainless Trade Mark and that any breach of the terms contained in this clause shall be deemed a material breach of these Conditions and in addition to any other remedies which may be available to it, Supplier shall be entitled to enforce its rights hereunder or under law by specific performance or other injunctive or equitable relief so as to protect all its rights in and to the Jindal Stainless Trade Mark.

Rights of Inspection and Maintenance of Books:

  • MOU partner shall permit Supplier, its employees, agents or representatives, with or without prior appointment to visit its premises and carry out physical stock check and/or to inspect storage facility, records, contracts and other related documents relating to the said Material and shall also be responsible to answer and satisfy all such queries as may be raised by the Supplier’s representatives whenever necessary.
  • MOU partner shall maintain proper records of the purchase of Material at its premises and the inventory should be posted and kept up to date in the registers and ledgers as per applicable law.
  • MOU partner shall not destroy the stock lists, books of accounts, statement, returns and other documents or records related with the or in respect to the Materials, dispatches of the Materials, inventory list, amounts collected and expenses incurred and other business related documents without written authorized pre-approval of Supplier.
  • MOU partner shall provide the documentary proof accompanied by the certificate of the chartered accountant/ original documents, GST documents, the production documents, sales documents, details of Job Work, electricity bills, DG set readings from time to time as and when sought by the Supplier.

Termination:

The business under this MoU shall be reviewed periodically and the Supplier reserves the right, at its sole discretion, to terminate this MoU with entities who have signed this MoU and to adjust/withhold/recover disbursement of any or all benefits which are a part of the MOU, if the business is not being done as per agreed terms and conditions and spirit of the MoU or the MoU entity is found to be engaging in activities detrimental to the interest of the Suppliers (For example – Selling products not procured under this MoU as Suppliers product, misusing Suppliers credentials/documents, CoBranding Seal etc.), without any notice period

Consequences of Termination:

Upon termination for any reason whatsoever:

  • All rights granted by Supplier to MOU partner will be immediately relinquished by MOU partner who shall immediately pay all amounts due and owing by it to Supplier forthwith and in any event within ten (10) days of the date of termination.
  • MOU partner shall cease use of Jindal Stainless Trade Mark or any verbatim of trademark of the Supplier in any way.
  • Upon receipt of the notice of termination from the Supplier, it shall be duty of the MOU partner to:

a) Submit all such numbers of seals in possession with  the MOU partner along with an undertaking in writing that it does not have any other seal of Jindal Stainless Trademark or any verbatim of trademark of Supplier, within 3 days from the date of termination of the MOU. 

b) Submit the details of stock register, production details, finished goods details and work in progress details of the goods bearing the Supplier trademark, accompanied by a certificate from the Chartered Accountant.

  • The cost incurred, if any, for providing the above said information / documents in the manner stated above, shall be borne by the MOU partner.
  • The MOU partner unconditionally agrees and shall undertake to clear all the stock bearing the trademark of the Supplier within 20 days from the termination of the MOU. In the event, the MOU partner fails to sale the stock bearing the trademark of Supplier within 20 days from the termination of the MOU, it shall be duty and responsibility of the MOU partner to sale of goods in the market after removing the Suppliers trademark.
  • Supplier shall not be liable to MOU partner by reason of the termination of the arrangement envisioned under these Conditions and for any damages, whether direct, consequential or incidental, on account of the loss of prospective profits on anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business, arising from such termination.
  • If Supplier continues to supply Materials to MOU partner after termination of this arrangement and such supply will not be construed as a waiver of any such termination, or as a renewal of the arrangement under these Conditions between the Supplier and the MOU partner.

Governing Law and Dispute Resolution:

  • These Conditions shall be governed by and interpreted in accordance with the laws of India and the courts at New Delhi shall have exclusive jurisdiction to adjudicate and resolve any and all disputes arising under or in connection with these Conditions.
  • All or any disputes arising out of or in relation to the terms of these Conditions including the interpretation and validity of the terms thereof and the respective rights and obligations of the parties shall be settled amicably by mutual discussions failing which the same shall be settled through arbitration.
  • The arbitration shall be governed by the Arbitration and Conciliation Act, 1996 or any statutory amendments/modifications thereto for the time being in force. The arbitration proceeding shall be conducted in English language in New Delhi. The arbitration proceedings shall be conducted by a Sole Arbitrator who shall be appointed by Supplier and whose decision shall be final and binding upon the Parties. The costs towards the arbitration proceedings, shall be borne equally by the Parties

Indemnity:

  • MOU partner Agrees to defend, indemnify and hold harmless Supplier, its directors, shareholders, officers, employees and agents from and against any and all liability, losses, litigations, bodily injury or death, damages or costs (including any legal costs) incurred or suffered by Supplier as a result of any breach, negligent act or omission or willful default on the part of MOU partner, or its representatives arising either directly or indirectly from the performance (or non-performance) by MOU partner or any of its representatives of any obligations under these Conditions or performance (or non performance) of the obligations as contemplated under these Conditions
  • Notwithstanding anything contained herein, MOU partner acknowledges that Supplier shall have no liability whatsoever under these Conditions more particularly liability towards execution of any wrongful processing of the Material by it resulting into amongst others loss of shine/ polish of the Material or which may affect the commercial usage or functionality of the Material.

Miscellaneous Provisions:

  • Notices: All notices, reports, certificates or other communication to be provided under these Conditions shall be in writing and shall be delivered to the registered office of the Supplier.
  • Force Majeure: Neither Party shall be liable to the other for any delay or failure in the performance of any of their duties and obligations under this Conditions to the extent that such delay or failure is caused due to a Force Majeure Event (as defined below). The party having any such cause shall promptly notify the other Party in writing of the nature of such cause and the expected delay. ‘Force Majeure Event’ includes fire, earthquake, flood, war, act of any sovereign including but not limited to war, invasion, acts of God, or other acts which are beyond the control of any Party, or for any other reasons which cannot reasonably be forecast or provided against, and which cannot be predicted by men of ordinary prudence
  • Survival: The provisions of these Conditions, which by their nature are intended to survive the termination or expiration of these Conditions shall survive the termination or expiration of these Conditions, as the case may be.