Terms & Conditions

1. Acceptance & applicability

These Terms & Conditions (“Terms”) govern all quotations, purchase orders, and engagements between Ecorail Systems Pvt. Ltd. (“Contractor”, “we”, “us”) and the customer (“Client”, “you”). Any additional or different terms proposed by Client will be binding only if expressly agreed in writing by an authorized signatory of Ecorail.

2. Definitions

• Works: Railway Signalling & Telecommunication (S&T) activities including survey, cabling, interlocking, installation, testing, and commissioning.
• BOQ: Bill of Quantities forming the basis of pricing and execution.
• Site: Stations/sections/yards or locations where Works are performed.
• Standards: Applicable railway norms, drawings, instructions, and safety rules.

3. Scope & deliverables

The Scope is as described in the accepted quotation/PO/contract, including drawings, method statements, and agreed exclusions. Any item not explicitly included is excluded.

• Deliverables may include survey reports, installation records, test results, as‑built documentation and handover dossiers.
• Temporary works (barricading, protection, access arrangements) are as specified in the contract.

4. Proposals, BOQ & validity

• Quotations/BOQs are based on information available at the time of issue and are valid for the period mentioned therein (if not mentioned, 30 days).
• Prices assume normal site conditions, access permissions, and availability of blocks/line clearances as per plan.
• Hidden constraints (utilities, restrictions, unforeseen conditions) may require revision.

5. Variations & change control

Any change in scope, quantities, drawings, method statements, or schedule shall be managed through written instructions and variation approvals, with corresponding adjustments to price and time.

6. Site access & preconditions

• Client shall provide timely access, permits, line blocks, power, and safe working areas.
• Client shall disclose known hazards, as‑built info, and local restrictions before start.
• Delays arising from access constraints or approvals will entitle reasonable extensions and cost adjustments.

7. Safety & compliance

We operate a safety‑first culture. All Works shall follow applicable Standards, method statements, toolbox talks, PPE, and supervision requirements. Client will ensure overall site coordination and emergency procedures are in place.

8. Schedule, blocks & delays

• Schedule commitments depend on timely blocks/permissions, material readiness, and interface clearances.
• Events beyond reasonable control (including safety blocks, extreme weather, regulatory actions) constitute excusable delays.

9. Fees, taxes & invoices

• Prices are exclusive of GST and other applicable taxes unless stated otherwise.
• Invoices will be raised as per milestones/measurements and are payable within the credit period stated in the contract.
• Statutory deductions (TDS, etc.) shall be made by Client as applicable; TDS certificates to be issued timely.

10. Payment milestones (illustrative)

• Mobilization: 10% against LOA/PO and advance invoice (if agreed).
• Progress billing: 70% against measurements/RA bills during execution.
• Commissioning & Handover: 15% upon successful tests and handover documents.
• Retention: 5% retained or against equivalent BG, released after defects liability.

Actual milestones prevail as per the specific contract or purchase order.

11. Materials, tools & ownership

• Client‑issued materials remain Client property; Contractor‑supplied materials remain Contractor property until paid in full.
• Surplus/returns and scrap handling as per site instructions.
• Tools, testers, and equipment used by Contractor remain Contractor property.

12. Warranty & defects liability

• Workmanship warranty for the period stated in the contract (if not stated, 6 months from handover).
• Warranty excludes damage/misuse, third‑party interference, or conditions beyond design/care.
• Replacement of Client‑issued materials is excluded unless damage is attributable to Contractor.

13. Support & AMC

Post‑handover support or AMC, if required, will be covered under a separate scope, fees, and response SLAs.

14. Intellectual property

Drawings, method statements, and documents prepared by Contractor are licensed to Client for the specific project. Contractor retains all ownership in templates, know‑how, and tools used to produce them.

15. Confidentiality & data privacy

Both parties shall protect confidential information received during the engagement and use it only for project purposes. Personal data will be handled as described in our Privacy Policy.

16. Subcontractors & vendors

Contractor may engage qualified subcontractors/vendors and remains responsible for their performance. Client approvals will be obtained where contractually required.

17. Client responsibilities

• Provide accurate inputs, drawings, and decisions on time.
• Arrange safe access, permits, and coordination at Site.
• Nominate an authorized representative for day‑to‑day approvals and measurements.

18. Limitation of liability & indemnity

• Contractor’s aggregate liability for claims arising from the Works shall not exceed the fees actually paid for the specific portion giving rise to the claim, excluding wilful misconduct or fraud.
• Neither party is liable for indirect, incidental, special, consequential or punitive damages, or loss of profit, revenue, or data.
• Client shall indemnify Contractor against third‑party claims arising from Client‑provided materials, designs, or unsafe Site conditions not caused by Contractor.

19. Insurance

Each party shall maintain customary insurances for its personnel, equipment, and liabilities as applicable for the Works. Project‑specific policies (e.g., CAR, Workmen Compensation) shall be as agreed in the contract.

20. Suspension & termination

• Either party may suspend performance if the other materially breaches and fails to cure within a reasonable period after written notice.
• Termination for convenience or extended suspension will entitle Contractor to payment for completed Works, committed costs, demobilization, and reasonable overheads.

21. Governing law & disputes

These Terms are governed by the laws of India. Subject to applicable law, courts at Kolkata, West Bengal, shall have jurisdiction. Parties will first attempt good‑faith negotiation; unresolved disputes may be referred to arbitration as mutually agreed.

22. Anti‑bribery & ethics

Both parties shall comply with applicable anti‑corruption and anti‑bribery laws. No illegal payments, kickbacks, or improper advantages shall be offered or accepted.

23. Miscellaneous

• Independent contractor: We operate as an independent contractor, not as Client’s agent or employee.
• Assignment: Either party may assign with prior written consent (not unreasonably withheld).
• Publicity: Listing Client name/logo as reference may be done with Client’s prior consent.
• Severability: If any provision is unenforceable, the remainder remains in effect.
• No waiver: Failure to enforce a provision is not a waiver of that provision.
• Entire agreement: These Terms together with the accepted quotation/PO/contract form the entire agreement for the Works.

24. Notices & contact

Formal notices shall be sent to the addresses below (or as updated in writing):

• Contractor: Ecorail Systems Pvt. Ltd., MCC4+HR7, Sastri Pally, Diri Para, Nimta, North Dumdum, Pin-700 049, West Bengal, India, Email: management@ecorailsystems.com
• Client: As per the purchase order/contract.