Terms and Conditions
These Terms and Conditions (“Terms”) govern all quotations, orders, invoices, and services provided by Vibrant 3D (“V3D,” “we,” “us,” or “our”) to any customer (“you” or “Client”). By placing an order or engaging our services, you agree to be bound by these Terms in their entirety.
1. Applicability and Entire Agreement
1.1. These Terms apply to all quotations, orders, invoices, and services provided by V3D.
1.2. You expressly waive any conflicting or additional terms and conditions you may have, whether negotiated before or after these Terms. Any deviation from these Terms is valid only if expressly agreed in writing by an authorized representative of V3D.
1.3. No other document, including your standard terms, shall form part of the contract unless expressly referenced and agreed in writing by V3D.
2. Orders and Acceptance
2.1. All orders placed by you are subject to acceptance by V3D. We reserve the right to refuse or cancel any order at our sole discretion.
2.2. Once accepted, an order is binding and will be governed by these Terms, together with any written amendments agreed in advance by both parties.
3. Prices and Payment Terms
3.1. All prices are quoted in Indian Rupees (INR) unless otherwise specified and are inclusive of applicable taxes, duties, or fees unless stated otherwise.
3.2. Invoices are payable in full within 7 working days from the invoice date (“Due Date”), unless a different payment deadline is specified on the invoice or in a separate written agreement.
3.3. Payment shall be made by bank transfer, cheque, or any other method agreed in writing. You must ensure that funds are available on or before the Due Date.
4. Late Payments
4.1. If any amount due is not paid by the Due Date, V3D may, at its sole discretion:
a) Charge fixed interest on the overdue amount at a rate of 10% of the sum remaining due, accruing from the Due Date until full payment is received.
b) Suspend or withhold any further deliveries of goods or provision of services without prior notice until full payment (including accrued interest) is made.
4.2. If payment remains outstanding for more than fifteen (15) days past the Due Date, V3D reserves the right to engage a debt recovery agency. All costs and legal expenses incurred in recovering the outstanding amount shall be borne by you.
5. Withholding Taxes
5.1. If, under your country’s applicable laws, any withholding or deduction is required on amounts payable to V3D, you must:
a) Notify us in writing in advance.
b) Pay the full invoiced amount without deduction, and separately remit any withholding or deductible tax to your local tax authorities.
5.2. V3D shall not be responsible for any costs, penalties, or interest arising from your failure to comply with your country’s withholding tax requirements. The full invoice amount remains payable to V3D, and you bear any additional charges or liabilities related to such withholding.
6. Performance of Services
6.1. V3D undertakes to perform services diligently, professionally, and in accordance with agreed-upon timeframes. However, all obligations are obligations of due care and effort, not obligations to achieve specific results.
6.2. You acknowledge that V3D cannot guarantee perfection or error-free performance at all times. Delays or minor defects that do not materially impair the contracted service shall not constitute a breach of contract.
6.3. In the event we become aware of circumstances that may delay performance, we will inform you as soon as reasonably practicable, though no liability for delay shall arise unless expressly agreed otherwise in writing.
7. Liability and Claims
7.1. V3D’s total liability, whether in contract, tort (including negligence), or otherwise, is limited to direct damages and shall not exceed the amount paid by you under the relevant order. Under no circumstances shall V3D be liable for indirect, incidental, special, or consequential damages, including loss of profits or business interruption.
7.2. You may not require V3D to appear as a third party in any claim for damages brought against you by an end consumer or other third party.
7.3. Any claim related to defective goods or services must be notified to V3D by registered letter addressed to our registered office within seven (7) days of delivery of the goods or provision of services. Failure to notify within this period shall preclude any claim. Upon receipt and verification of a valid claim, V3D will, at its discretion, repair or replace the defective item or refund the relevant portion of the purchase price.
8. Suspension of Services
8.1. In the event of late payment as per Section 4, V3D may suspend any or all ongoing services or deliveries without prior notice.
8.2. Suspension shall continue until all outstanding amounts, including interest and recovery costs, are received in full.
9. Governing Law and Dispute Resolution
9.1. All contractual relations between you and V3D shall be governed exclusively by the laws of the Republic of India, without regard to its conflict of laws provisions.
9.2. Any dispute, controversy, or claim arising out of or relating to these Terms or any order between the parties shall, in the first instance, be referred to amicable negotiation.
9.3. If the dispute cannot be resolved by negotiation within thirty (30) days, it shall be submitted to the exclusive jurisdiction of the courts of Gurgaon, Haryana, India.
10. General Provisions
10.1. Severability: If any provision of these Terms is held invalid or unenforceable under applicable law, that provision shall be deemed severed, and the remainder of the Terms shall remain in full force and effect.
10.2. Waiver: No failure or delay by V3D in exercising any right under these Terms shall constitute a waiver of such right.
10.3. Assignment: You may not assign or transfer your rights or obligations under these Terms without V3D’s prior written consent. V3D may assign its rights or delegate its obligations to any third party, provided that such assignment or delegation does not adversely affect your rights.
10.4. Notices: All notices required under these Terms shall be in writing and sent by registered mail, courier, or email to the addresses specified on the invoice or order form. Notices are deemed received upon delivery or, if by email, upon confirmed receipt by the recipient.
10.5. Amendments: V3D reserves the right to modify or update these Terms at any time. Any amendments shall take effect upon posting the revised Terms on our website or upon direct notification to you and shall apply to orders placed after the effective date of such amendment.
By placing an order or engaging V3D’s services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions in their entirety.