MANGO SEMICONDUCTORS INDIA PRIVATE LIMITED
TERMS AND CONDITIONS OF SALE
These Terms and Conditions of Sale ("Terms") govern the sale of products and services by Mango Semiconductors India Private Limited, operating under the brand name Mangofy ("Company", "Seller", "we", "our", or "us"), to any purchaser ("Customer", "Buyer", or "you").
By placing an order, accepting a quotation, making payment, or receiving goods supplied by the Company, the Customer agrees to be bound by these Terms and Conditions.
These Terms constitute the entire agreement between the Company and the Customer unless otherwise agreed in writing by an authorized representative of the Company.
1. Definitions
For the purpose of these Terms:
Company means Mango Semiconductors India Private Limited, including its successors and permitted assigns.
Customer means the individual, partnership, company, organization, or other legal entity purchasing Goods or Services from the Company.
Goods means all electronic components, semiconductors, connectors, industrial products, tools, safety equipment, accessories, software (where applicable), and any other products supplied by the Company.
Services means any technical support, sourcing assistance, engineering support, logistics services, or other services provided by the Company.
Order means any purchase order, quotation acceptance, online order, email confirmation, or written request submitted by the Customer.
Contract means the agreement formed upon acceptance of an Order by the Company under these Terms.
2. Applicability of Terms
2.1 These Terms apply to every quotation, order, sale, delivery, and supply of Goods or Services by the Company.
2.2 Any purchase conditions issued by the Customer shall not apply unless expressly accepted in writing by the Company.
2.3 No amendment or variation of these Terms shall be valid unless approved in writing by an authorized representative of the Company.
2.4 If any conflict exists between these Terms and any Customer document, these Terms shall prevail unless otherwise agreed in writing.
3. Quotations
3.1 All quotations are invitations to purchase and do not constitute acceptance of an order.
3.2 Unless otherwise stated, quotations remain valid for thirty (30) calendar days from the date of issue.
3.3 Prices, availability, lead times, and delivery schedules are subject to confirmation at the time of order acceptance.
3.4 Quotations are subject to stock availability, manufacturer allocations, import restrictions, freight costs, exchange rate fluctuations, and other commercial factors.
3.5 The Company reserves the right to withdraw or amend any quotation prior to acceptance.
4. Orders and Acceptance
4.1 An Order submitted by the Customer shall constitute an offer to purchase Goods under these Terms.
4.2 No Contract shall exist until the Company confirms the Order in writing or dispatches the Goods, whichever occurs first.
4.3 The Company reserves the right to:
- refuse any Order;
- accept only part of an Order;
- request advance payment;
- require additional verification before processing an Order.
4.4 Orders for special procurement, factory-programmed parts, customized products, imported goods, or non-stock items may require manufacturer confirmation before acceptance.
4.5 Acceptance of payment does not automatically constitute acceptance of an Order.
5. Pricing
5.1 All prices are quoted in Indian Rupees (INR) unless otherwise specified.
5.2 Prices are exclusive of applicable taxes, duties, freight charges, insurance, customs charges, handling charges, bank charges, and other statutory levies unless specifically stated otherwise.
5.3 Prices are subject to change without prior notice before Order acceptance.
5.4 Prices applicable shall be those confirmed by the Company at the time of Order acceptance.
5.5 In case of typographical errors, system errors, pricing mistakes, or incorrect product information, the Company reserves the right to cancel or revise the Order before dispatch.
5.6 Product images, illustrations, specifications, and descriptions are provided for reference only and may differ from the actual product supplied.
6. Taxes and Duties
6.1 The Customer shall be responsible for payment of all applicable GST, customs duties, import duties, local taxes, levies, surcharges, or governmental charges applicable to the transaction.
6.2 If any tax rates change after quotation but before dispatch, the revised statutory tax shall apply.
6.3 Any withholding taxes applicable in the Customer's jurisdiction shall be borne solely by the Customer unless otherwise required by Indian law.
7. Currency Fluctuation
7.1 Prices for imported Goods are based on prevailing foreign exchange rates.
7.2 If significant exchange rate fluctuations occur before procurement or shipment, the Company reserves the right to revise prices accordingly.
7.3 Any increase arising from exchange rate movement, customs duty revisions, freight charges, manufacturer price revisions, or import costs shall be payable by the Customer.
8. Payment Terms
8.1 Payment terms shall be those stated in the quotation or invoice.
8.2 Unless otherwise agreed in writing, payment shall be due within thirty (30) days from the invoice date.
8.3 The Company reserves the right to require advance payment, partial payment, milestone payments, or payment before dispatch.
8.4 Payments shall be made without deduction, withholding, or set-off unless required by applicable law.
8.5 Overdue invoices shall attract interest at the rate of eighteen percent (18%) per annum or the maximum rate permitted by applicable law, whichever is lower.
8.6 If the Customer defaults in payment, the Company may, without prejudice to any other rights:
- suspend further deliveries;
- cancel pending Orders;
- withdraw credit facilities;
- recover legal and collection costs;
- withhold warranty services until outstanding amounts are cleared.
8.7 The Customer shall bear all bank charges, wire transfer fees, currency conversion charges, and collection expenses associated with payment.
8.8 Ownership of Goods shall remain with the Company until all outstanding amounts have been paid in full.
9. Delivery
9.1 The Company shall use commercially reasonable efforts to deliver the Goods within the estimated delivery schedule communicated to the Customer. However, all delivery dates are estimates only and are not guaranteed.
9.2 Delivery timelines may vary due to product availability, manufacturer lead times, import procedures, customs clearance, transportation delays, weather conditions, carrier issues, government regulations, or other circumstances beyond the Company's reasonable control.
9.3 The Company shall not be liable for any direct, indirect, incidental, or consequential loss arising from delayed delivery.
9.4 The Company reserves the right to make partial shipments unless otherwise agreed in writing.
9.5 Delivery shall be deemed complete when the Goods are handed over to the courier, transporter, freight forwarder, or other delivery agent nominated by the Company or the Customer.
9.6 If the Customer fails to accept delivery or provide accurate delivery information, the Company reserves the right to:
- store the Goods at the Customer's risk and expense;
- charge additional storage or handling fees;
- reschedule delivery at the Customer's cost; or
- cancel the Order after providing reasonable notice.
10. Shipping
10.1 Shipping charges, insurance, freight, handling charges, customs duties, import duties, local taxes, and any additional logistics expenses shall be borne by the Customer unless otherwise agreed in writing.
10.2 The Company may select the shipping method unless the Customer specifically requests an alternative method and agrees to bear any additional costs.
10.3 Freight charges quoted at the time of quotation are estimates and may change due to carrier rate revisions, fuel surcharges, dimensional weight adjustments, or import-related costs.
10.4 Delivery to remote locations may attract additional transportation charges.
10.5 The Company shall not be responsible for delays caused by courier companies, airlines, shipping lines, customs authorities, or other third-party logistics providers.
11. Import and Special Procurement Orders
11.1 Products specially imported, factory ordered, non-stock items, manufacturer-built products, configured products, programmed components, cable assemblies, and customized products are procured specifically for the Customer.
11.2 Such Orders cannot be cancelled, modified, exchanged, or returned once procurement has commenced unless otherwise agreed in writing.
11.3 Lead times for imported Goods are estimates provided by manufacturers or logistics partners and may change without prior notice.
11.4 The Company shall not be liable for delays arising from customs inspections, export controls, international transportation disruptions, manufacturer production schedules, allocation programs, or import licensing requirements.
12. Order Cancellation
12.1 Standard stock Orders may only be cancelled with the Company's written approval prior to dispatch.
12.2 Orders already dispatched cannot be cancelled.
12.3 Orders involving imported Goods, non-stock items, custom products, manufacturer special orders, software licenses, factory-programmed products, or specially sourced materials are non-cancellable unless expressly approved in writing by the Company.
12.4 If cancellation is approved, the Company may charge:
- supplier cancellation charges;
- freight charges already incurred;
- customs expenses;
- bank charges;
- administrative expenses; and
- reasonable restocking fees.
13. Product Availability
13.1 Product availability shown in quotations, catalogues, emails, websites, or other communications is subject to change without notice.
13.2 The Company reserves the right to discontinue products, substitute equivalent products where appropriate, or limit quantities supplied.
13.3 Manufacturer End-of-Life (EOL), Last Time Buy (LTB), allocation programs, or supply chain shortages may affect product availability.
13.4 The Company shall not be liable if manufacturers discontinue any product after quotation or Order placement.
14. Inspection and Acceptance
14.1 The Customer shall inspect all Goods immediately upon delivery.
14.2 Any shortage, visible damage, incorrect Goods, or packaging defects must be reported to the Company in writing within seven (7) calendar days of delivery.
14.3 Hidden manufacturing defects that could not reasonably be discovered upon inspection shall be reported immediately after discovery.
14.4 If no written claim is received within the specified period, the Goods shall be deemed accepted by the Customer.
14.5 The Customer shall preserve all packaging materials and evidence until the claim has been investigated.
14.6 Claims submitted without adequate supporting evidence may be rejected.
15. Claims
15.1 Claims shall include:
- invoice number;
- Order number;
- product part number;
- quantity affected;
- detailed description of the issue;
- photographs where applicable; and
- supporting technical information if requested.
15.2 The Company reserves the right to inspect the Goods before approving any claim.
15.3 The Company's decision regarding acceptance of claims shall be final, subject to applicable law.
16. Return of Goods (RMA Policy)
16.1 No Goods shall be returned without prior written authorization from the Company.
16.2 Before returning any Goods, the Customer must obtain a Return Material Authorization (RMA) number.
16.3 Goods returned without an approved RMA may be refused and returned to the Customer at the Customer's expense.
16.4 Returned Goods shall:
- be unused unless defective;
- be in original manufacturer packaging;
- include all accessories, labels, manuals, and documentation;
- be properly packed to prevent shipping damage.
16.5 The Customer shall bear all return shipping costs unless the Company confirms that the Goods were supplied incorrectly or are covered under warranty.
16.6 Risk of loss during return shipment remains with the Customer until the Goods are received by the Company.
17. Non-Returnable Products
Unless otherwise agreed in writing, the following Goods are non-returnable:
- Special order products.
- Imported-on-demand products.
- Non-stock items.
- Factory-programmed products.
- Customized assemblies.
- Cut cable products.
- Software and software licenses.
- Products marked as Non-Cancellable / Non-Returnable (NCNR).
- Products supplied on a Last Time Buy basis.
- Moisture Sensitive Devices (MSD/MSL) with opened moisture barrier packaging.
- Electrostatic Discharge (ESD) sensitive products where protective packaging has been opened.
- Products damaged due to improper storage, installation, handling, misuse, or unauthorized modification.
18. Restocking Charges
18.1 Approved returns for reasons other than manufacturing defects may be subject to a restocking charge of up to thirty percent (30%) of the invoice value, subject to a minimum administrative charge determined by the Company.
18.2 Original freight, customs charges, insurance, handling charges, and bank charges are non-refundable.
19. Risk and Transfer of Ownership
19.1 Risk of loss or damage to the Goods passes to the Customer upon delivery to the carrier, courier, transporter, freight forwarder, or the Customer's authorized representative, whichever occurs first.
19.2 Ownership and legal title to the Goods shall remain with the Company until the Company has received full payment of all outstanding amounts relating to the Goods.
19.3 Until ownership passes to the Customer:
- the Customer shall keep the Goods properly stored and identifiable;
- the Customer shall not pledge, mortgage, or otherwise encumber the Goods;
- the Company shall have the right to recover possession of unpaid Goods where permitted by law.
19.4 The Company's retention of title shall not affect its right to recover payment or pursue any other legal remedy available under applicable law.
20. Product Specifications and Technical Information
20.1 Product specifications, descriptions, technical data, illustrations, photographs, drawings, dimensions, weights, performance data, application notes, and other information published by the Company are provided for general reference only.
20.2 The Company makes reasonable efforts to ensure the accuracy of such information; however, manufacturers may revise specifications, packaging, country of origin, firmware, software, or product design without prior notice.
20.3 Product images displayed on quotations, catalogues, websites, or marketing materials are for illustrative purposes only and may not represent the actual product supplied.
20.4 Datasheets, technical documents, and manufacturer information supplied by the Company remain the intellectual property of their respective owners.
20.5 The Customer is responsible for verifying that the selected product meets its technical, regulatory, mechanical, electrical, environmental, and operational requirements before installation or use.
20.6 The Company reserves the right to supply equivalent manufacturer-approved replacements where the original product has been discontinued, superseded, or replaced, provided such substitution does not materially affect the intended functionality.
21. Product Suitability
21.1 The Customer acknowledges that product selection is solely the Customer's responsibility.
21.2 Unless expressly confirmed in writing by an authorized representative of the Company, the Company does not warrant that any Goods are suitable for the Customer's intended application.
21.3 Any technical advice, recommendations, engineering assistance, sourcing guidance, or product suggestions provided by the Company are offered in good faith and based on available information but shall not constitute a warranty or guarantee.
21.4 The Customer shall independently verify product suitability before incorporating the Goods into any equipment, assembly, or production process.
22. Warranty
22.1 Unless otherwise stated in writing, the Company passes to the Customer only the warranty provided by the original manufacturer.
22.2 Where permitted by the manufacturer, the Company will assist the Customer in processing warranty claims.
22.3 Unless otherwise specified, the warranty period shall be twelve (12) months from the date of dispatch or the manufacturer's standard warranty period, whichever is shorter.
22.4 The Company's warranty is limited, at its sole discretion, to:
- repair of the defective Goods;
- replacement of the defective Goods;
- replacement with equivalent Goods; or
- refund of the purchase price paid for the defective Goods.
22.5 Warranty claims shall not extend or restart the original warranty period unless expressly required by applicable law.
23. Warranty Exclusions
The warranty shall not apply where defects arise from:
- improper installation;
- incorrect storage;
- misuse or abuse;
- negligence;
- accident;
- unauthorized repair or modification;
- electrical overstress;
- electrostatic discharge (ESD);
- improper handling;
- exposure to moisture or contamination;
- improper programming;
- use outside manufacturer specifications;
- cosmetic damage;
- normal wear and tear;
- force majeure events;
- failure to follow manufacturer instructions.
The warranty also does not cover:
- consumable products;
- batteries;
- software defects;
- firmware modifications made by the Customer;
- calibration services unless specifically included.
24. Electrostatic Discharge (ESD) and Moisture Sensitive Devices
24.1 Many electronic components supplied by the Company are Electrostatic Discharge (ESD) sensitive.
24.2 The Customer shall follow all applicable ESD handling procedures during storage, transportation, installation, testing, and assembly.
24.3 Moisture Sensitive Devices (MSD/MSSL components) shall be handled strictly in accordance with manufacturer guidelines.
24.4 Opening moisture barrier packaging or vacuum-sealed packaging constitutes acceptance of the product and may void return eligibility except where manufacturing defects are established.
24.5 Damage caused by improper handling, baking, storage, humidity exposure, soldering, or electrostatic discharge shall not be covered under warranty.
25. Counterfeit Product Policy
25.1 The Company is committed to supplying genuine products sourced from original manufacturers, authorized distributors, or qualified supply partners.
25.2 The Company maintains commercially reasonable procedures to minimize the risk of counterfeit products entering its supply chain.
25.3 If the Customer reasonably believes that counterfeit Goods have been supplied, the Customer shall immediately notify the Company and shall not alter, install, or dispose of the Goods until investigation is completed.
25.4 The Company reserves the right to require inspection, testing, or manufacturer verification before accepting any counterfeit-related claim.
25.5 Except where counterfeit Goods are confirmed, the Company shall not be liable for testing costs incurred independently by the Customer without prior written approval.
26. Compliance with Laws and Regulations
26.1 The Customer is solely responsible for ensuring that the Goods comply with all applicable laws, regulations, certifications, and standards required for the Customer's intended application.
26.2 Unless specifically confirmed in writing, the Company does not guarantee compliance with any particular industry standard, certification, or regulatory requirement.
26.3 Where applicable, manufacturer declarations relating to RoHS, REACH, Conflict Minerals, CE, UL, or other certifications shall govern.
26.4 Any request for certificates of conformity, certificates of origin, test reports, inspection reports, or manufacturer declarations may be subject to additional charges and manufacturer availability.
27. Restricted and Prohibited Applications
Unless expressly approved in writing by the Company and the manufacturer, the Goods shall not be used in:
- life-support systems;
- life-sustaining medical devices;
- implantable medical equipment;
- nuclear facilities;
- military weapon systems;
- missile guidance systems;
- aerospace flight-critical systems;
- aircraft navigation systems;
- railway signalling safety systems;
- chemical weapon systems;
- biological weapon systems;
- hazardous industrial safety systems where product failure could result in death, serious injury, or significant environmental damage.
The Customer assumes all risks associated with any unauthorized use of the Goods in such applications.
28. Export Control and Trade Compliance
28.1 The Customer agrees to comply with all applicable export control, import control, sanctions, customs, and trade regulations applicable in India and any other relevant jurisdiction.
28.2 The Customer shall not export, re-export, transfer, or resell the Goods in violation of any applicable law or governmental restriction.
28.3 The Customer represents that the Goods will not be used in connection with prohibited military, nuclear, chemical, biological, missile, or sanctioned activities.
28.4 The Company reserves the right to refuse any Order where export control regulations, sanctions, end-use restrictions, or customer due diligence requirements prohibit the transaction.
29. Intellectual Property
29.1 All trademarks, logos, trade names, product catalogues, website content, product descriptions, technical documents created by the Company, graphics, marketing materials, and other intellectual property remain the exclusive property of the Company or their respective owners.
29.2 No license or ownership rights are transferred to the Customer except the right to use the purchased Goods for their intended commercial purpose.
29.3 The Customer shall not copy, reproduce, modify, distribute, publish, reverse engineer, or commercially exploit any intellectual property belonging to the Company without prior written permission.
30. Limitation of Liability
30.1 To the maximum extent permitted by applicable law, the Company's total liability arising out of or relating to any Order or Contract shall not exceed the amount actually paid by the Customer for the specific Goods giving rise to the claim.
30.2 Under no circumstances shall the Company be liable for:
- loss of profits;
- loss of production;
- loss of business opportunities;
- loss of contracts;
- loss of revenue;
- business interruption;
- downtime;
- loss of anticipated savings;
- loss of data;
- indirect damages;
- incidental damages;
- special damages;
- consequential damages;
- punitive damages.
30.3 The limitations contained in this Clause shall apply irrespective of whether liability arises in contract, tort (including negligence), statutory duty, indemnity, strict liability, or otherwise.
31. Indemnity
31.1 The Customer agrees to indemnify, defend, and hold harmless the Company, its directors, officers, employees, agents, affiliates, and representatives from and against any claims, liabilities, losses, damages, costs, penalties, legal expenses, or third-party claims arising out of:
- misuse of the Goods;
- unauthorized modification of the Goods;
- incorporation of the Goods into the Customer's products;
- violation of applicable laws;
- infringement caused by the Customer's designs or specifications;
- breach of these Terms by the Customer.
31.2 This indemnity shall survive the completion, cancellation, or termination of the Contract.
32. Confidentiality
32.1 Any commercial, technical, financial, pricing, business, or proprietary information disclosed by either party in connection with an Order shall be treated as confidential unless such information:
- is publicly available through no fault of the receiving party;
- was already lawfully known by the receiving party;
- is received from a third party without confidentiality obligations; or
- is required to be disclosed by law or a competent authority.
32.2 The Customer shall not disclose quotations, pricing, sourcing information, technical proposals, or commercial terms provided by the Company to any third party without the Company's prior written consent.
32.3 This obligation shall survive termination or completion of the Contract for a period of five (5) years.
33. Privacy and Data Protection
33.1 The Company collects, stores, processes, and uses Customer information solely for purposes relating to quotations, order processing, payment collection, delivery, warranty support, regulatory compliance, and customer service.
33.2 Personal information shall be handled in accordance with applicable data protection laws and the Company's Privacy Policy.
33.3 The Customer agrees that the Company may share necessary information with manufacturers, logistics providers, financial institutions, insurers, government authorities, and service providers where reasonably required to perform the Contract or comply with legal obligations.
33.4 The Company shall implement commercially reasonable measures to protect Customer information but shall not be liable for data breaches caused by third-party systems, cyberattacks, or events beyond its reasonable control.
34. Force Majeure
34.1 The Company shall not be liable for any delay, failure, or inability to perform its obligations where such delay or failure results from circumstances beyond its reasonable control.
34.2 Force Majeure events include, but are not limited to:
- natural disasters;
- earthquakes;
- floods;
- fires;
- pandemics;
- epidemics;
- government restrictions;
- war;
- terrorism;
- civil unrest;
- labour strikes;
- lockouts;
- shortages of raw materials;
- manufacturer production delays;
- semiconductor shortages;
- customs delays;
- import or export restrictions;
- transportation disruptions;
- port congestion;
- airline cancellations;
- cyberattacks;
- power failures;
- communication failures; or
- any other event beyond the reasonable control of the Company.
34.3 During a Force Majeure event, the Company may suspend, postpone, or cancel affected Orders without liability.
35. Governing Law
35.1 These Terms and all Contracts entered into between the Company and the Customer shall be governed by and interpreted in accordance with the laws of the Republic of India.
35.2 The rights and obligations of the parties shall be determined exclusively under Indian law.
36. Dispute Resolution and Jurisdiction
36.1 The parties shall first attempt to resolve any dispute through good-faith negotiations.
36.2 If the dispute cannot be resolved within thirty (30) days, either party may initiate legal proceedings.
36.3 The courts located in New Delhi, India, shall have exclusive jurisdiction over all disputes arising out of or relating to these Terms or any Contract.
36.4 Nothing in this clause shall prevent the Company from seeking interim, injunctive, or equitable relief before any court of competent jurisdiction.
37. Notices
37.1 Any notice required under these Terms shall be in writing.
37.2 Notices may be delivered by:
- registered post;
- recognised courier service;
- hand delivery;
- official company email address; or
- any other method mutually agreed in writing.
37.3 Notices shall be deemed received:
- on delivery if hand delivered;
- on the recorded delivery date if sent by courier;
- on the date acknowledged by the recipient if sent electronically.
38. Assignment
38.1 The Company may assign, transfer, subcontract, or delegate any of its rights or obligations under these Terms without obtaining prior consent from the Customer.
38.2 The Customer shall not assign or transfer any rights or obligations without the Company's prior written approval.
39. No Waiver
39.1 Failure by the Company to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.
39.2 Any waiver shall only be valid if made expressly in writing and signed by an authorised representative of the Company.
40. Severability
40.1 If any provision of these Terms is determined by a court or competent authority to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary or, where modification is not possible, deemed severed.
40.2 The remaining provisions shall continue in full force and effect.
41. Independent Relationship
41.1 Nothing contained in these Terms shall create any partnership, joint venture, agency, employment relationship, or fiduciary relationship between the Company and the Customer.
41.2 Each party shall act as an independent contracting party.
42. Entire Agreement
42.1 These Terms, together with the applicable quotation, sales order, invoice, or written agreement issued by the Company, constitute the complete and exclusive agreement between the parties concerning the sale of Goods and Services.
42.2 They supersede all previous quotations, negotiations, discussions, representations, understandings, purchase conditions, correspondence, and agreements relating to the same subject matter.
42.3 No oral statement, representation, or promise shall modify these Terms unless confirmed in writing by an authorised representative of the Company.
43. Amendment
43.1 The Company reserves the right to amend or update these Terms from time to time.
43.2 Revised Terms shall apply to all Orders placed after their publication unless otherwise agreed in writing.
44. Survival
44.1 The provisions relating to payment obligations, confidentiality, intellectual property, warranties, limitation of liability, indemnity, dispute resolution, governing law, export compliance, and any other provisions intended by their nature to survive shall remain effective after completion, cancellation, or termination of the Contract.
45. Contact Information
Mango Semiconductors India Private Limited (Mangofy)
Registered Office:
A-328, 3rd Floor, Plot No. 37, Pacific Business Park, Ghaziabad, Uttar Pradesh - 201005
Website: mangofy.in
Email: marketing@mangosemiconductors.com
Phone: +91 120 4238670
Acceptance of Terms
By placing an Order, accepting a quotation, making payment, or accepting delivery of Goods supplied by Mango Semiconductors India Private Limited, the Customer confirms that they have read, understood, and agreed to these Terms and Conditions of Sale in their entirety.
