Terms & Conditions

These General Terms and Conditions of Sale and Delivery ("Terms") apply exclusively to all contracts, offers, deliveries, and services provided by Custom Wraps India Pvt. Ltd. (CWIPL), operating under the Byteworx brand ("the Company"), to its customers ("Purchaser"). These Terms shall apply to all current and future business transactions between the Company and the Purchaser. Any terms and conditions of the Purchaser that conflict with or deviate from these Terms are expressly rejected and shall not form part of any contract unless explicitly accepted by the Company in writing. These Terms shall also apply where the Company carries out delivery to the Purchaser without reservation, with full knowledge of conflicting or deviating terms and conditions of the Purchaser. Individual agreements concluded in writing between the Company and the Purchaser for specific transactions shall take precedence over these Terms. The content of such agreements shall be governed by a written contract or written confirmation from the Company.

All offers and quotations issued by the Company are non-binding and subject to change unless expressly stated otherwise in writing. An order placed by the Purchaser shall constitute a binding contractual offer. The Company reserves the right to accept or decline any order within fourteen (14) business days of receipt. A contract shall be deemed concluded upon the Company's written order confirmation or upon dispatch of the ordered goods, whichever occurs first. Product descriptions, technical specifications, illustrations, and data contained in catalogues, brochures, price lists, or on the Company's website are indicative only and do not constitute a warranty of properties unless expressly confirmed in writing. The Company reserves the right to make technical modifications to products, provided such modifications do not materially affect the agreed purpose of use.

Prices shall be as stipulated in the respective order confirmation. All prices are exclusive of applicable Goods and Services Tax (GST) and any other statutory levies, which shall be payable separately by the Purchaser at the applicable rate. Unless otherwise agreed in writing, payment shall be due within thirty (30) days of the invoice date without deduction. In the event of payment default, the Company reserves the right to charge interest on overdue amounts at the rate of 18% per annum or the maximum rate permitted under applicable law, whichever is lower, from the due date until full settlement. The Purchaser shall not be entitled to withhold or set off payments against counterclaims unless such counterclaims are undisputed or have been confirmed by a court of competent jurisdiction. If, after conclusion of the contract, circumstances come to the Company's knowledge that materially affect the Purchaser's creditworthiness or ability to fulfil payment obligations, the Company reserves the right to demand advance payment or adequate security before proceeding with delivery.

Delivery periods specified by the Company are indicative and non-binding unless expressly confirmed in writing as fixed delivery dates. Delivery periods commence upon receipt of the Purchaser's complete and unambiguous order, including all necessary technical specifications, approvals, and any agreed advance payment. Compliance with delivery obligations is subject to the timely and proper fulfillment of the Purchaser's contractual obligations. The right to raise the defence of non-performance of contract is reserved. In the event of force majeure — including but not limited to natural disasters, government actions, strikes, supply chain disruptions, or other circumstances beyond the Company's reasonable control — delivery periods shall be extended by the duration of the impediment. The Company shall notify the Purchaser of such circumstances without undue delay. Partial deliveries are permissible where reasonable for the Purchaser and where the remaining delivery will be fulfilled within the agreed timeframe. If an agreed delivery date is exceeded by more than thirty (30) days through the Company's fault, the Purchaser shall be entitled to withdraw from the contract after setting a reasonable additional period of not less than fourteen (14) days. Further claims for damages shall be governed by Section 8 of these Terms.

Risk shall pass to the Purchaser upon handover of the goods to the freight carrier or logistics provider, or upon notification that the goods are ready for collection, whichever occurs first. Unless otherwise agreed, the Company shall determine the mode of dispatch and the carrier in its reasonable discretion. Transport costs shall be borne by the Purchaser unless otherwise agreed in writing. The Purchaser is advised to arrange adequate insurance coverage for goods in transit. The Company shall not be liable for loss or damage occurring during transit unless such loss or damage is attributable to the Company's gross negligence. If dispatch is delayed at the Purchaser's request or due to circumstances within the Purchaser's control, risk shall pass to the Purchaser upon notification that the goods are ready for dispatch. Storage costs arising from such delay shall be borne by the Purchaser.

The Purchaser is obliged to inspect delivered goods immediately upon receipt for quantity, identity, and visible defects. Any discrepancies or visible defects must be reported to the Company in writing within seven (7) business days of receipt of goods. Concealed defects must be reported within fourteen (14) days of their discovery. Failure to provide timely notice of defects shall be deemed acceptance of the goods as delivered, and warranty claims arising from such defects shall be forfeited. In the event of a valid and timely defect claim, the Company shall have the right to remedy the defect through, at its discretion, replacement delivery or rectification. If the Company fails to remedy the defect within a reasonable period after written notification, the Purchaser shall be entitled to a reduction in price or, in cases of material breach, to withdraw from the contract. The warranty period for products supplied by the Company shall be twelve (12) months from the date of delivery, unless otherwise agreed in writing or specified by applicable law. Warranty claims shall not apply in the event of defects resulting from improper installation, unauthorised modification, incorrect usage, normal wear and tear, failure to follow installation or maintenance guidelines, or use of incompatible components. The warranty provided herein constitutes the sole warranty applicable to products supplied by the Company. All other warranties, whether express or implied, are expressly excluded to the maximum extent permitted by applicable law.

All goods delivered by the Company shall remain the property of the Company until full and unconditional payment of all amounts due under the respective contract has been received. The Purchaser shall handle goods subject to retention of title with due care. The Purchaser shall maintain adequate insurance coverage for such goods against standard risks including fire, theft, and water damage. The Purchaser shall not pledge, transfer by way of security, or otherwise encumber goods subject to retention of title. In the event of third-party enforcement actions against retained goods, the Purchaser shall notify the Company immediately. In the event of payment default or insolvency proceedings against the Purchaser, the Company shall be entitled to demand the return of goods subject to retention of title. The Purchaser shall cooperate fully with any such demand.

The Company shall be liable without limitation for damages arising from wilful misconduct or gross negligence, as well as for damages arising from injury to life, body, or health. In cases of ordinary negligence, the Company's liability shall be limited to damages arising from the breach of a material contractual obligation — defined as an obligation whose fulfilment is essential to the proper performance of the contract and upon which the Purchaser regularly relies. In such cases, liability shall be limited to the foreseeable damage typical for the contract at the time of conclusion. The Company shall not be liable for indirect damages, consequential losses, loss of profit, or loss of data unless caused by wilful misconduct or gross negligence. The foregoing limitations of liability shall not apply where the Company has provided an express warranty, or where liability is mandatorily imposed under applicable law. Any claim for damages against the Company shall become time-barred twelve (12) months after the Purchaser becomes aware, or should have become aware, of the circumstances giving rise to the claim.

All intellectual property rights in products, designs, specifications, software, documentation, and technical information supplied by the Company shall remain the exclusive property of the Company or its licensors. The Purchaser shall not copy, reverse engineer, decompile, or modify any product, software, or technical documentation supplied by the Company without prior written consent. The Company does not warrant that the use of its products will not infringe third-party intellectual property rights in the Purchaser's specific application or jurisdiction. The Purchaser shall be responsible for conducting appropriate due diligence in this regard.

Products, software, and technology supplied by the Company may be subject to export control regulations under the laws of India and other applicable jurisdictions. The Purchaser is solely responsible for ensuring compliance with all applicable export control laws and regulations in connection with the purchase, use, re-export, or transfer of products supplied by the Company. The Purchaser shall not export, re-export, or transfer any products supplied by the Company to any destination, entity, or individual in violation of applicable export control laws and regulations, including without limitation the Foreign Trade Policy of India. The Purchaser shall provide such declarations, documentation, and end-user certificates as may be required by the Company to ensure compliance with applicable export control requirements.

Each party agrees to treat as confidential all non-public information received from the other party in connection with the contractual relationship, including technical data, pricing, business strategies, and customer information. Confidential information shall not be disclosed to third parties without the prior written consent of the disclosing party, and shall only be used for the purpose for which it was disclosed. Confidentiality obligations shall not apply to information that is or becomes publicly available through no fault of the receiving party, or that the receiving party is required to disclose by law or regulatory authority. Confidentiality obligations shall survive the termination or expiry of the contractual relationship for a period of five (5) years.

These Terms and all contracts concluded under them shall be governed by and construed in accordance with the laws of India. All disputes arising from or in connection with these Terms or any related contract shall be subject to the exclusive jurisdiction of the competent courts located in [City], India. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the commercial intent of the original. These Terms constitute the entire agreement between the parties with respect to the subject matter herein and supersede all prior agreements, understandings, and representations. Amendments or modifications to these Terms must be made in writing and duly authorised by both parties.

By accessing and using the CWIPL / Byteworx website ("Website"), you agree to be bound by these Terms of Use. If you do not agree to these terms, please discontinue use of the Website immediately. The Website and all its content are intended for informational purposes only and do not constitute a legally binding offer unless expressly stated otherwise. The Company reserves the right to modify, suspend, or discontinue any part of the Website at any time without prior notice. Users must not use the Website in any manner that is unlawful, harmful, fraudulent, or in violation of any applicable laws or regulations.

All content on this Website — including text, graphics, logos, product images, technical documentation, and software — is the exclusive property of CWIPL / Byteworx or its licensors and is protected under applicable copyright, trademark, and intellectual property laws. Reproduction, distribution, modification, or use of any content from this Website for commercial purposes without prior written consent from the Company is strictly prohibited. Limited permission is granted for personal, non-commercial use of Website content, provided that all copyright and proprietary notices are retained.

The Company takes all reasonable care to ensure the accuracy and completeness of information published on this Website. However, the Company does not warrant that all information is error-free, current, or complete, and accepts no liability for reliance placed on Website content. For technical reasons, the Company reserves the right to make product changes that may differ from those depicted or described on the Website or in associated data sheets. The Website may contain links to third-party websites. The Company accepts no responsibility for the content, accuracy, or legality of linked external sites. The operators of linked sites are solely responsible for their content.

The Company is committed to protecting the personal data of Website users in accordance with the Information Technology Act, 2000, the Information Technology (Amendment) Act, 2008, and applicable data protection rules under Indian law. Details of how the Company collects, processes, and protects personal data are set out in the Company's Privacy Policy, which forms an integral part of these Terms and is available on the Website. By using the Website, users consent to the processing of their personal data in accordance with the Privacy Policy.

All purchase orders placed by CWIPL / Byteworx with its suppliers are governed by these General Purchasing Conditions unless otherwise agreed in writing. Suppliers are required to confirm acceptance of purchase orders in writing within five (5) business days of receipt. Suppliers must immediately notify the Company of any anticipated delays, quality issues, or changes to product specifications that may affect the order.

All products supplied to CWIPL / Byteworx must conform to the agreed technical specifications, applicable international standards, and any specific quality requirements communicated by the Company. Suppliers are required to maintain a documented quality management system and to pursue continuous improvement targets, including defined defect rate targets where agreed. The Company reserves the right to conduct supplier audits and incoming quality inspections. Non-conforming goods may be returned at the supplier's cost. Suppliers must maintain complete traceability records for all products supplied, including manufacturing date, batch number, and test data, and must provide such records upon request.

All products supplied to CWIPL / Byteworx must comply with applicable national and international regulatory requirements, including RoHS, REACH, and applicable BIS and TEC standards. Suppliers must provide valid and current compliance documentation, including material declarations, test certificates, and regulatory approvals, as required by the Company. The Company expects its supply partners to operate in accordance with responsible sourcing and sustainability principles, including compliance with applicable environmental, labour, and human rights standards. Suppliers are required to adhere to the CWIPL / Byteworx Supplier Code of Conduct, available upon request, which sets out minimum standards for ethical, social, and environmental conduct.