These Terms and Conditions for Co-Branding (hereinafter referred to as "Conditions") shall govern the co-branding which can be undertaken by the Customer in order to emboss or etch and print Jindal Stainless Trade Mark 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:
Customer means any Pipe & Tube manufacturer who has signed Memorandum of Understanding Pipe & Tube 2019-2020 (“MoU”), with or on behalf of the Seller and is eligible under the same to participate in the Co-branding Scheme.
Designated Seal Manufacturer means a manufacturer identified by Seller that manufactures and supplies the embossed seal of Jindal Stainless Trade Mark as per the instructions of Seller, directly to the Customer.
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 Seller.
Material shall mean the stainless steel sold by the Seller to the Customer on which Jindal Stainless Trademark shall be embossed by the Customer at the notified premises alone.
Seller shall mean the seller of the Material engaged in the business of developing, manufacturing, marketing and selling of stainless steel.
Obligations of 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 Seller or for which Seller has not expressly permitted the Customer or on any material which Customer has received including from the Seller for the purpose of Job Work.
- That the seal of Jindal Stainless Trademark used for embossing the Material shall be exclusively used by Customer at such premises for which the Customer has notified the Seller 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 Seller and it shall take such action as instructed by Seller in that regard.
- To promptly inform Seller if it comes to know of any misuse of Jindal Stainless Trademark by any person.
- That the Customer 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 provided by the Seller to etch the Material.
Intellectual Property Rights
- Customer will not alter, obscure, remove, cancel or otherwise interfere with any markings (including without limitation any Trade Marks, logos, trade names or trading style of Jindal Stainless) and other indications of origin, which may be placed on Material. Customer acknowledges that it has no right, title or interest whatsoever in Jindal Stainless Trade Mark and any goodwill associated therewith and that all goodwill associated with the Jindal Stainless Trade Mark is owned by and shall ensure exclusively to and for the benefit of the Seller. Furthermore, Customer agrees not to represent in any manner that it has acquired any ownership rights in the Jindal Stainless Trade Mark. Customer shall have the right to use Jindal Stainless Trade Mark 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 Seller and except as may be otherwise permitted in writing by Seller and for no other purpose whatsoever.
- Customer shall return to Seller the embossed seal and any device used to etch the Material with Jindal Stainless Trademark which is in Customer’s possession or over which it has control upon specific demand of the Seller.
- Customer agrees that the provisions of this clause are reasonable having regard to the necessity of Seller 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, Seller 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:
- Customer shall permit Seller, 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 Seller’s representatives whenever necessary.
- Customer 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.
- Customer 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 document without written authorized pre-approval of Seller.
Seller may forthwith terminate the agreement entered through the acceptance of these Conditions without giving any notice to Customer on the occurrence of any one or more of the following events:
- If Customer purchases Materials from any other stainless steel manufacturer, supplier or person beyond the condition mentioned in MOU.
- In the event that Customer questions, disputes or attacks the validity, right, title or interest of Seller as to the Trade Marks, trade names and marks and designs, and the technical know-how including copyrights or other intellectual property rights.
- In the event Customer assigns or attempts to assign the benefits or any of the rights or obligations herein without the prior written consent of Seller being given
- Commits a breach of its obligations or uses Jindal Stainless Trademark in a manner not permitted under these Conditions.
Seller may without prejudice to its other rights in respect of such default, be entitled to terminate the arrangement and shall not be obliged to perform its obligations hereunder for any breach committed by Customer, upon the expiry of a 30 (thirty) days’ written notice by Seller specifying the act of default, unless Customer cures such breach within the said notice period. For the purpose of this clause, breach by Customer shall include but not be limited to the following:
- Any change which occurs in the constitution, management or control or the financial or other circumstances of Customer which, in the sole opinion of Seller, is materially detrimental to the interests of Seller including, without limitation, as a result of any interest in Customer being acquired by any person engaged in a business that is competitive with the business of Seller; or
- If Customer commits a material breach of any provision of these Conditions and fails to remedy such breach within 30 days after receipt of written notice specifying the breach.
- In case Customer defaults in making payments in terms of the Material to Seller.
Consequences of Termination:
Upon termination for any reason whatsoever:
- All rights granted by Seller to Customer will be immediately relinquished by Customer who shall immediately pay all amounts due and owing by it to Seller forthwith and in any event within ten (10) days of the date of termination.
- Customer shall cease use of Jindal Stainless Trade Mark in any way
- Seller shall not be liable to Customer 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 Seller continues to supply Materials to Customer 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 Seller and the Customer.
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 Seller and whose decision shall be final and binding upon the Parties. The costs towards the arbitration proceedings, shall be borne equally by the Parties
- Customer Agrees to defend, indemnify and hold harmless Seller, 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 Seller as a result of any breach, negligent act or omission or willful default on the part of Customer, or its representatives arising either directly or indirectly from the performance (or non-performance) by Customer 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, Customer acknowledges that Seller 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.
- Notices: All notices, reports, certificates or other communication to be provided under these Conditions shall be in writing and shall be delivered to registered office of the Seller.
- 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.