Terms & Conditions (Agreement ) for Oem Buyer

 

1. Minimum Order Quantity (MOQ) Requirements

    1. CCTV Cameras: A minimum order quantity of 100 units is required for custom branding with your logo.
    2. DVR/NVR Units: A minimum order quantity of 25 units is required for custom branding with your logo.
    3. DIY or Wireless Cameras: For DIY or wireless cameras, the MOQ requirement is one master carton packing. This ensures efficient handling and shipping of these specialized products, maintaining product integrity and reducing logistical complexities.
    4. Routers & Power units: For Routers, Power Supply & PoE Switches, the MOQ requirement is one Master Carton Packing. This ensures efficient handling and shipping of these specialized products, maintaining product integrity and reducing logistical complexities.
    5. Bulk Discounts: Bulk ordering beyond the MOQ may qualify for volume-based discounts. This incentivizes larger purchases, offering cost savings opportunities for the OEM buyer.
    6. Customization Options: OEM buyers may have the option to customize specifications or features of the products beyond branding. Depending on the customization complexity, specific MOQs may apply to ensure feasibility and cost-effectiveness.
    7. Lead Time Considerations: MOQ requirements may impact lead times for order fulfilment. It’s essential for OEM buyers to factor in these requirements when planning their inventory management and production schedules.
    8. MOQ Flexibility: In certain cases, Ditsvision may offer flexibility on MOQ requirements based on the specific needs or circumstances of the OEM buyer. This could involve negotiation or special arrangements to accommodate unique requirements or situations.

2. Customization and Branding

    1. Logo Printing Requirement: Customers are required to provide their logo and branding guidelines at the time of order placement to ensure accurate customization.
    2. Industrial Grade Ink Printing: We utilize an Industrial Grade Ink Printing method, necessitating the creation of a die. The die-making cost, approximately Rs. 3500 + GST, is borne by the customer.
    3. No Per Piece Charge: Following the creation of the die, there are no additional charges per piece for printing the logo, promoting cost efficiency for bulk orders.
    4. Non-refundable Die Cost: The die-making cost is non-refundable, and Ditsvision does not return the die to the customer, ensuring clarity regarding the investment.
    5. Unique Design: Ditsvision commits to ensuring that the printed design remains distinct from its own brand, maintaining brand integrity and uniqueness.
    6. Trademark Authorization:
      1. Registered Trademark: Customers with a registered trademark must provide authorization for logo printing.
      2. Unregistered Trademark: Customers without a registered trademark should submit their desired name for verification. If the name is registered, authorization is required.
    7. Proofing Process: Upon submission of the logo and branding guidelines, Ditsvision will provide a digital proof for customer approval, ensuring alignment with expectations before production.
    8. Color Matching: While efforts will be made to match colors, exact color replication may vary due to printing limitations.
    9. Minimum Order Quantity (MOQ): Custom logo printing may have a minimum order quantity requirement for efficiency and cost-effectiveness, which will be communicated to the customer.
    10. Lead Time: Customers should factor in additional lead time for logo printing when planning their orders, considering factors such as design complexity and production workload.
    11. Quality Assurance: Ditsvision conducts quality checks throughout the printing process to ensure adherence to branding guidelines and maintain high-quality standards.
    12. Packaging and Labelling:
      1. We offer the service of printing labels for camera boxes and cameras, ensuring branding consistency and professionalism.
      2. However, it’s important to note that we do not manufacture boxes for any products in-house.
      3. If you wish to have your logo on the box packaging, you are required to arrange for your own boxes or contact our vendor for this service.
      4. Please be aware that products are packed in non-branded OEM boxes to maintain product integrity and security during shipping.

3. Warranty & Support

    1. Standard Warranty:
      1. OEM AHD & IP Cameras: Covered by a 2-year warranty.
      2. P2P, DIY, PTZ 36x, Wireless Cameras, 4G PTZ (Dome/Bullet), 4G Solar Camera, or any cameras with motors: Covered by a 1-year repair warranty (if purchased with a warranty).
    2. Extended Warranty:
      1. Customers have the option to extend the warranty by paying an additional amount, providing added peace of mind and protection for their investment.
    3. Warranty Terms:
      1. The 2-year warranty period consists of two phases:
        1. First Year (Replacement Warranty): If the product is found to be defective and meets warranty requirements within the first year, Ditsvision will replace the product with a new one.
        2. Second Year (Repair Warranty): During the second year of the warranty period, if the product experiences issues, Ditsvision will repair it at no additional cost for labour. However, the customer is responsible for covering the cost of spare parts.
      2. In the second year, once the product is repaired, Ditsvision will ship it to the customer’s address without any additional repair charges.
    4. Exclusions:
      1. Physical damage, IC burning, water damage, and similar damages are not covered under the warranty.
      2. Damaged parts not covered by the warranty will incur additional charges.
    5. Support Services:
      1. Ditsvision offers comprehensive support services to assist customers with technical inquiries, troubleshooting, and product-related assistance.
      2. Support services are available during regular business hours and can be accessed through various communication channels, including phone, email, and online portals.
    6. Technical Assistance:
      1. Ditsvision provides technical assistance and guidance to customers for the installation, configuration, and maintenance of their products.
      2. Technical support representatives are trained professionals equipped to address a wide range of inquiries and issues promptly and effectively.
    7. Remote Troubleshooting:
      1. In some cases, Ditsvision may offer remote troubleshooting services to diagnose and resolve technical issues remotely, minimizing downtime and inconvenience for customers.

4. Offers and Promotions

    1. Exclusivity of OEM-Specific Offers:
      1. Only promotional offers specifically designated for OEM buyers will be considered applicable to OEM orders.
      2. Offers or promotions exclusive to OEM buyers, such as discounted pricing or special packaging arrangements, will be honoured as per the terms outlined for OEM transactions.
      3. Any promotional benefits or incentives not explicitly tailored for OEM buyers, including those offered under the Ditsvision brand, are excluded from OEM orders.
    2. Exclusion of Ditsvision Brand Offers:
      1. Promotional offers or incentives available under the Ditsvision brand do not extend to OEM orders.
      2. For instance, while Ditsvision may provide PVC boxes with outdoor cameras or offer promotional items such as T-shirts or bags, these benefits are not applicable to OEM orders.
      3. Any packaging or promotional items offered under the Ditsvision brand are excluded from OEM orders.

5. Technical and Marketing Support

    1. Support Services. The OEM must provide support services for its end-users regarding the OEM Products. The OEM can contract support services from Ditsvision for Standard Products. Depending on the product, Ditsvision may allow the OEM to provide support services for Standard Products after obtaining the necessary certifications and qualifications from Ditsvision. Support services will be performed according to the applicable Service Agreement, the Separate Terms, or as outlined in the Product Addendum, and in line with all relevant technical documentation and specifications released by Ditsvision. If transferring support services is allowed, it must follow the applicable Service Agreement or Product Addendum, and may depend on the geographical availability of the support services.
    2. We do not provide marketing or technical support to your end customers. Our support is limited to you and your team only.

6. Order Processing and Cancellation

    1. Orders must be placed in writing, and once printed, cancellation requests cannot be accepted.
    2. Ensure all logo and detail verifications are completed before printing, as once printed, changes cannot be made, and refunds will not be provided.

7. Shipping and Warranty Support

    1. Packaging:
      1. By default, the prices quoted by Ditsvision include standard packaging for shipment, unless stated otherwise.
      2. If the OEM requires custom packaging, they must submit their requests to Ditsvision for review and price estimation.
      3. Ditsvision shall not be held responsible for any delays arising from custom packaging requested by the OEM.
    2. Warranty Support and Physical Inspection:
        1. Products requiring warranty support that necessitates physical inspection must be sent to our New Delhi head office.
        2. This ensures thorough assessment and resolution of warranty-related issues in accordance with our quality standards.
    3. Courier Charges for Warranty Support:
          1. Ditsvision covers one side of the courier charges for warranty support.
          2. If the decision is made not to repair the product, the OEM is responsible for covering both sides of the courier charges, even if the product is still under warranty.
          3. This policy ensures transparent and equitable handling of warranty-related logistics and expenses.

8. Confidentiality

    1. Any information related to agreements with Ditsvision shall be held in strict confidence and not disclosed to third parties without prior written consent from both parties.
    2. This confidentiality obligation extends to all aspects of the agreement, including pricing, terms, conditions, and any proprietary information exchanged between Ditsvision and the OEM.
    3. Both parties agree to take reasonable measures to maintain the confidentiality of such information, ensuring it is not unlawfully disclosed or used for unauthorized purposes.
    4. Any violation of this confidentiality agreement may result in legal action, including injunctions and claims for damages, as deemed appropriate by Ditsvision.

9. Governing Law and Jurisdiction

  1. These terms and conditions are subject to the jurisdiction of Delhi only.
  2. Only written communications will be accepted. No verbal communications will be considered.

10. non-exclusivity; OEM’s Pricing Freedom.

    1. This Agreement is not exclusive. Ditsvision may market (directly or through third parties) the Products, Ditsvision Services, and/or other products and services to anyone, including OEM’s customers, without any obligation or liability to the OEM. Ditsvision reserves the right to change its distribution channels for Products and to appoint, add, or terminate other original equipment manufacturers, distributors, third-party sales agents, or other resellers to sell Products, including those who may compete with the OEM or OEM Representatives. This Agreement does not guarantee that the OEM will make any sales of the Products. It is agreed and understood that the OEM will, at all times, determine and/or set its resale pricing. Any partner programs operated by Ditsvision are separate and distinct from the execution of this Agreement and appointment as an OEM. Therefore, any purchase made under this Agreement is not eligible for such partner programs’ benefits. No employee or representative of Ditsvision or anyone else has any authority to determine or otherwise restrict the OEM’s resale prices for OEM Products or Services.
    2. As long as the OEM follows this Agreement, the OEM (including its distributors, sales agents, or other resellers) can resell Standard Products only as part of OEM Products. The OEM must add value to the Standard Products by including hardware, software, or services. The OEM can use its representatives to resell these products, but their agreements must be as strict as this Agreement.

11. Product Inspection

    1. The OEM buyer is responsible for thoroughly inspecting the products upon receipt.
    2. Any defects, damages, or discrepancies in the products must be reported to Ditsvision within 7 days of receiving the products.
    3. Prompt reporting ensures timely resolution of any issues and allows for appropriate corrective measures to be taken by Ditsvision.

12. Payment Terms

    1. Deposit and Payment Schedule:
      1. A deposit equivalent to 50% of the total order value is mandatory upon order placement.
      2. The remaining balance must be settled in full before shipment of the products.
    2. Payment Terms:
      1. Payment terms are net 30 days from the date of invoice, unless otherwise specified in writing.
      2. For customers with less than one year of business history with Ditsvision, full payment is required before the products are shipped.

These terms ensure adherence to payment schedules and facilitate smooth transactions, particularly for newer customers establishing their business relationship with Ditsvision.

13. Intellectual Property

    1. Ownership of Intellectual Property:
      1. All intellectual property rights associated with the products, including any modifications or customizations, are and shall remain the exclusive property of Ditsvision.
    2. OEM Buyer Obligations:
      1. The OEM buyer is responsible for ensuring that their logo or branding used in conjunction with the products does not infringe upon any third-party intellectual property rights.

These terms affirm Ditsvision’s ownership of intellectual property rights while highlighting the OEM buyer’s responsibility to respect and uphold intellectual property laws.

14. Indemnification

    1. OEM Indemnity. The OEM agrees to defend and indemnify Ditsvision and its affiliates against any third-party claims arising from:
      1. Failure to obtain appropriate licenses or permissions for technology or data provided by the OEM.
      2. Violation of Ditsvision’s proprietary rights by the OEM.
      3. Failure to comply with applicable laws or regulations related to the Products.
      4. Any warranties or representations made by the OEM that differ from those provided by Ditsvision.
      5. Misuse or negligence in the use of the Products by the OEM.
      6. Transfer of Excluded Data to Ditsvision or its affiliates.
    2. Mutual Indemnity. Each party shall defend and indemnify the other party against any third-party claims for personal bodily injury caused by the indemnifying party’s gross negligence or willful misconduct in performing its obligations under this agreement.
    3. Indemnification Process. The party seeking indemnity must:
      1. Provide prompt written notice of the claim to the indemnifying party.
      2. Grant the indemnifying party the sole right to control the defense and resolution of the claim.
      3. Cooperate with the indemnifying party in the defense, resolution, and mitigation of damages related to the claim.
    4. The OEM buyer agrees to indemnify and hold Ditsvision harmless from any claims, damages, or expenses arising from the use of their logo or branding on the products.

15. Limitation of Liability

Ditsvision’s liability for any claim arising out of or relating to this agreement or the products supplied under this agreement shall not exceed the total amount paid by the OEM buyer for the specific order.

    1. Scope of Liability: Ditsvision’s liability for any claim arising from this agreement or the supplied products is restricted to the total amount paid by the OEM buyer for the specific order. This ensures that Ditsvision’s financial responsibility is directly linked to the value of the transaction between the parties.
    2. Protection Against Excessive Claims: By capping liability at the total amount paid for the specific order, Ditsvision protects itself from potentially excessive or disproportionate claims. This limitation helps maintain a fair and balanced approach to resolving disputes or issues that may arise during the course of the agreement.
    3. Encouragement of Diligence: The limitation of liability encourages both parties to exercise diligence and care in their interactions and transactions. It underscores the importance of clear communication, adherence to contractual obligations, and proactive measures to mitigate risks, thereby promoting a mutually beneficial and accountable relationship between Ditsvision and the OEM buyer.

16. Force Majeure

    1. Ditsvision shall not be liable for any delays or failures in performance due to circumstances beyond our reasonable control, including but not limited to acts of God, natural disasters, war, strikes, or government actions.

17. Taxes

    1. The OEM is responsible for paying any sales tax, use tax, VAT, GST, and other similar taxes or government fees related to the order, except for taxes based on Ditsvision’s income or employment obligations. The OEM must also pay all freight, insurance, and applicable taxes, including import or export duties, sales, use, value-added, and excise taxes. If Ditsvision is required by law to collect and remit any taxes or fees, these will be added to the OEM’s invoices as a separate line item. If the OEM qualifies for a tax exemption, they must provide Ditsvision with valid proof of exemption. If the OEM must withhold taxes from their payment, they will pay Ditsvision the net amount after withholding and provide evidence that the tax was paid to the authorities. If the OEM does not provide this information within 60 days, Ditsvision will charge the OEM for the deducted amount

18. TERM; TERMINATION OR SUSPENSION

    1. Term and Termination of Support Services. The terms and conditions for the duration and termination of support services are outlined in the applicable Product and Services Schedules.
    2. Suspension or Modification of Services. Ditsvision may suspend, terminate, withdraw, or discontinue all or part of the services or stop delivering products if Ditsvision believes, in its sole judgment, that the OEM is involved in any fraudulent or illegal activities.
    3. Termination 
      1. Material Breach: Either party may terminate a Service Agreement or software license if the other party commits a material breach that is not fixed within thirty (30) days after receiving written notice of the breach.
      2. Bankruptcy: Either party may terminate if the other party declares bankruptcy, is adjudicated bankrupt, or has a receiver or trustee appointed for most of its assets.
      3. Non-Payment: Ditsvision may terminate with ten (10) days’ written notice if:
        1. The OEM does not make required payments that are not in dispute.
        2. The OEM fails to pay within ten (10) days after receiving written notice of the overdue amount.
      4. Reseller Issues: Ditsvision may terminate if:
          1. The agreement between the OEM and the reseller expires or is terminated.
          2. The agreement between Ditsvision and the reseller expires or is terminated.
          3. The reseller is late on payment obligations to Ditsvision.
      5. Competitor Acquisition: Ditsvision may terminate immediately if the OEM is acquired by or merges with a competitor of Ditsvision or any of its affiliates.
    4. Termination of one Service Agreement does not terminate other Service Agreements, and termination of all Service Agreements does not terminate this overall agreement.
    5. Survival. The provisions related to the payment of outstanding fees, records and audit, confidentiality, liability, and all rights of action accruing prior to termination, along with any other provision that is intended to survive, will remain in effect after termination.

19. Amendments

Any amendments to these terms and conditions must be made in writing and signed by both parties.

20. Entire Agreement

These terms and conditions constitute the entire agreement between Ditsvision and the OEM buyer and supersede all prior agreements, understandings, and communications, whether written or oral.

By placing an order with Ditsvision, you acknowledge that you have read, understood, and agree to these terms and conditions