“Bank” shall mean HDFC Bank Limited, a company within the meaning of the Companies Act, 2013 and a banking company having license as such from the Reserve Bank of India (“RBI”) under the provisions of the Banking Regulation Act, 1949, and having its registered office at HDFC Bank House, Senapati Bapat Marg, Lower Parel, Mumbai 400 013, and the Lending Office at the place mentioned in the schedule of charges accepted by the Borrower and shown separately (“Schedule”). The expression “Bank”, unless it be repugnant to the context or meaning thereof, shall include its successors and assigns.
Pursuant to the netbanking customer of the Bank (“Borrower” or “Customer”) which expression shall include the Borrower’s legal heirs, executors, legal representatives and successors) availing of the EMI option on the netbanking page/platform of the Bank, the Bank has sanctioned/may in its absolute and sole discretion, sanction the loan (hereinafter referred to as “Loan”) to the Borrower. The Borrower agrees to borrow the Loan, on the basis of and subject to the terms and conditions set out below. The Schedule shall form an integral part of the terms and conditions:
In these terms and conditions unless there is anything in the subject or context inconsistent therewith, the capitalised terms listed below shall have the following meanings:
“Aggregator” shall mean the aggregator for the Merchant (if applicable) i.e. an entity which has onboarded the Merchant for enabling on the relevant online platform of the Merchant, the Payment Facility.
“Business Day” shall mean a day which is not a Sunday or a public holiday for the purposes of Section 25 of the Negotiable Instruments Act, 1881, and on which banks are open in the normal course of business in Mumbai, India.
“Event of Default” shall have the meaning assigned to such term in Clause 7.1 below;
“Liabilities” shall have the meaning assigned to such term in Clause 12.3 below;
“Loan Documents” shall have the meaning assigned to such term in Clause 14.1 below;
“Merchant" shall mean the electronic commerce/mobile commerce/ utility service provider from whose platform the Customer has purchased the Product(s). For clarity, for the purposes of the Payment Facility, the Merchant could be directly onboarded by the Bank or onboarded through the Aggregator;
“Product(s)” shall have the meaning assigned to such term in Clause 2.1 below;
“Payment Facility” shall mean the debits to the bank account of the Customer held with the Bank through the netbanking facility of the Bank or payment through the proceeds of Loan, as one of the payment options for the Borrower as a customer of the Merchant for the purchase of Products;
“Relevant Entities” shall have the meaning assigned to such term in Clause 12.3 below.
2.1. At the request of the Borrower, the Bank has agreed to provide the Loan to be utilised solely towards purchase of certain product(s) or services not including jewellery or any other products the purchase of which is not eligible for bank finance (eligible products or services, collectively referred to as “Product(s)”). Without prejudice to the generality of the foregoing, the Borrower shall not utilize the proceeds of the Loan for any purpose which is in violation of applicable law.
2.2. The Loan shall be provided only to existing customers of the Bank and who the Bank, in its sole and absolute discretion, determines are eligible for the grant of the Loan.
2.3. The Bank may also in its sole and absolute discretion set individual limits for the minimum or maximum amount of Loan that an eligible customer of the Bank may be granted.
2.4. In case the Borrower returns any Product(s) to the Merchant for which the Loan was availed by the Borrower, the Bank may in its sole discretion, cancel or reduce the Loan and call upon the Borrower to pay the outstanding balance of the Loan which the Borrower shall be liable to pay within 48 hours of being so called upon without any delay or demur or protest.
2.5. Notwithstanding anything stated in any document, the continuation of the Loan shall be at the sole and absolute discretion of the Bank and the Bank may at any time in its sole discretion and without assigning any reason, call upon the Borrower to pay all or part of the outstanding balance of the Loan and upon such demand by the Bank, the Borrower shall, within 48 hours of being so called upon, pay to the Bank such amount to the Bank as demanded without any delay or demur or protest.
2.6. The Borrower agrees that the Loan sanctioned to the Borrower shall be disbursed directly to the Aggregator or the Merchant, as the case may be, at the Bank’s discretion, after deducting the applicable charges, commissions, fees, taxes, levies etc.. It is clarified that, the Loan disbursed by the Bank directly to the Aggregator or the Merchant, as above, shall be deemed to be a disbursement by the Bank to the Borrower.
2.7. The Borrower acknowledges and agrees that the aforesaid Loan amount is of a non-revolving nature and once used will not once again become available on repayment of the Loan or any part thereof.
3. PAYMENT OF PRINCIPAL AND INTEREST
3.1. The Borrower hereby agrees to make payment of the principal amount due on the Loan along with interest computed at the fixed rate in the form of equated monthly installments (EMIs) as mentioned in the Schedule throughout the tenure of the Loan which tenure has been explicitly opted by the Borrower. The Bank in its sole discretion would be entitled to change the said rate of interest from time to time including on account of changes made by the RBI. In the event that the interest rate is varied as aforesaid, the Bank shall furnish to the Borrower a revised computation of the EMIs and the Borrower undertakes to pay the EMIs as re- calculated by the Bank to adjust for the change in the interest rate. The Borrower shall solely also pay and bear all interest tax, if any, and any other present and future taxes, cess, etc. payable (including the goods and services tax) on interest, compound interest and default interest, as may be applicable from time to time.
3.2. The Borrower agrees and understands that the obligation of the Borrower to pay the EMI to the Bank is absolute and unconditional and there shall be no amendment to the schedule of the EMI payable to the Bank.
3.3. Notwithstanding anything to the contrary in this document or any other document:
(3.a) the Borrower acknowledges and confirms that the decision to purchase the Product is completely and entirely of the Borrower and the Bank shall not be responsible for or liable in relation to fitment, suitability, quality, merchandise, serviceability, delivery, post sales service, warranties, etc. in relation to the Product,
(3.b) the Borrower irrevocably and unconditionally agrees that the obligations of the Borrower to the Bank in relation the Loan including payment of EMI are absolute and not dependent or conditional in any manner on any factors regarding the Product including but not limited to any delivery or non-delivery of the Product, its suitability or otherwise, any dispute between the Borrower and the Aggregator and/or the Merchant or any dispute between the Aggregator and the Merchant, or any other event, and the Borrower shall be absolutely liable to make the payment of the EMI regardless and despite any such dispute or event, on the due dates.
3.4. The Borrower shall provide irrevocable standing instructions for facilitating the payment of the EMIs in respect of the Loan on the relevant due dates. The Borrower undertakes to have and maintain sufficient balance in the savings account maintained with the Bank in respect of which the Loan linked standing instructions have been provided for the payment of the EMI (on the Loan) on any of the due dates. Provided that if the due date falls on a day other than a Business Day, then the due date would be deemed to fall on the preceding Business Day. The Borrower acknowledges that any dishonour as above, for any reason whatsoever, including but not limited to stop payment, revocation/ withdrawal/ amendment/ cancellation of the instruction/ mandate, shall amount to commission of an offence by the Borrower in terms of Section 25 of the Payment and Settlement Systems Act, 2007. Any dishonouring (including stop payment, insufficient balance, account closure/freezing, revocation/modification of mandate/instruction, or any other reason whatsoever) of any instruction/ mandate shall also make the Borrower liable to pay such other charges as may be applicable as provided in the Schedule.
3.5. If any payment of the EMI which is to be made by the Borrower under the Loan linked standing instructions, is not made on the relevant due date for any reason whatsoever, the Bank, may without prejudice to the other rights available to it hereunder or under applicable law, block the usage of any or all Bank issued cards held by the Borrower and the Borrower waives any objection it may have in this regard.
3.6. The Borrower shall not be entitled to make any prepayment of the principal amount due on the Loan unless demanded by the Bank in terms of Clause 2.4 or Clause 2.5 (Grant of Loan) above. Without prejudice to the preceding sentence and any other rights which the Bank may have on a breach thereof, any prepayment made by the Borrower shall attract the foreclosure charges set out in the Schedule which the Borrower shall be bound to pay over and above any other amounts payable by the Borrower under the terms hereof.
3.7. The cancellation of the transaction either by the Aggregator, Borrower or the Merchant concerned for the purchase of the Product for which Loan has been utilized, shall lead to an automatic recall of the entire Loan and all amounts due from the Borrower in respect of the Loan shall forthwith become due and payable by the Borrower to the Bank. It is further clarified that amounts already paid towards interest on the Loan shall not be reversed or repaid by the Bank to the Borrower.
3.8. Without prejudice to Clause 3.4(Payment of Principal and Interest) above and Clause 12.3 (Set-off and Lien) below, the Borrower hereby irrevocably and unconditionally authorizes and instructs the Bank to debit any or all of the accounts maintained by the Borrower with the Bank (including without limitation fixed deposit accounts including by way of premature breakage or liquidation) in respect of any amounts which are or become due from the Borrower to the Bank in terms hereof, without any reference to or consent of the Borrower.
4. OTHER PAYMENTS
4.1. In the event of the occurrence of an Event of Default (as defined hereinafter), the Borrower shall be required to make payment of the default interest as specified in Schedule, compounded monthly, calculated on the amounts outstanding, up to the earlier of: (a) the date such Event of Default is cured or (b) all amounts outstanding from the Borrower are repaid to the Bank.
4.2. The Borrower hereby agrees to make payment of all the fees and charges specified in the Schedule (along with GST as applicable)
4.3. The Borrower shall bear and pay all costs, expenses, fees, taxes (as applicable from time to time), duties (including stamp duties), charges and other imposts and obligations, existing as well as future, which may become payable by the Bank in respect of the Loan, including without limitation (a) the execution, delivery and performance of any documentation in relation to the Loan including this document, (b) the servicing and administration of the Loan; and (c) the enforcement of the Bank’s rights in respect of the Loan.
4.4. In case the Borrower seeks any refund from the Aggregator or Merchant or its agent or the manufacturer for any Product(s) or if there is any cancellation of the purchase transaction for any reason whatsoever or if there is any chargeback or reversal of any amount paid to the Merchant or the Aggregator through the Payment Facility, the Borrower shall be liable to use the entire refund amount received by him/her mandatorily and fully for pre-payment of the Loan to the extent of such amount, and the Borrower shall ensure that the Merchant or the Aggregator or any other person involved for this purpose, if applicable, pay such entire amounts to the Bank. To clarify, upon such payment to the Bank, the Borrower shall continue to be liable to the Bank for the balance amounts of the outstanding balance in relation to the Loan.
5. REPRESENTATIONS AND WARRANTIES
5.1. The Borrower hereby represents and warrants on the date of these presents and thereon on each day during the continuance of the Loan that: (a) The Borrower is a citizen of India and is a person resident in India for all purposes under applicable law; (b) All information set out in these terms and conditions and furnished to the Bank in connection with the Loan, whether through physical or electronic means, is true and correct, and is not false or misleading in any manner; (c) The Borrower is competent to contract under applicable law and the Borrower entering into and performance by the Borrower of the transactions contemplated by these terms and conditions do not and will not conflict with any applicable law, judgement, order, award, contract or regulation applicable to the Borrower; (d) The execution hereof constitutes legal, valid and binding obligations of the Borrower; (e) That there is no Event of Default existing; (f) The Borrower hereby confirms that the Borrower is a person resident in India within the meaning of the Foreign Exchange Management Act, 2000. In addition the Borrower hereby agrees and acknowledges that the Bank may require the Borrower to provide assistance and co-operation in relation to Foreign Account Tax Compliance Act (“FATCA”) compliance (including without limitation the provisions of the Income Tax Act, 1961 and the directions of RBI, from time to time), and in this regard hereby agree and undertake to extend full co-operation to the Bank including, without limitation, by (i) furnishing such information, forms, records, reports, data which the Bank may require in this regard, and (ii) permitting the Bank to conduct such due diligence and/ or inspection exercises as the Bank may deem fit in this connection; (g) Neither the Borrower nor any person(s) directly or indirectly related to him feature in the list published by the Office of Foreign Assets Control, U.S. Department of the Treasury, from time to time comprising of (i) individuals or companies owned or controlled by, or acting for or on behalf of, targeted countries or groups including, without limitation individuals identified as terrorists or narcotics traffickers, or (ii) individuals and companies that are categorised as ‘Specially Designated Nationals’ (SDNs) by the Office of Foreign Assets Control, U.S. Department of the Treasury. The Borrower agrees and acknowledges that upon being included the abovementioned lists, the Bank shall be entitled to cancel/ terminate the Loan with immediate effect, and in such event all the amounts due in respect of the Loan shall become immediately due and payable to the Bank.
6. OTHER CONDITIONS/COVENANTS
6.1. Any certificate in writing signed by an officer of the Bank stating the amount due or accounts statement at any particular time shall be final and conclusive evidence against the Borrower in respect of such amount due or accounts statement.
6.2. Whenever required by the Bank from time to time, the Borrower shall do, perform, sign, execute, deliver and cause to be done performed, signed, executed, delivered any further act, deed, writing, documents, matter or thing which the Bank may require in connection with or in relation to the Loan and the security (if any) including for perfecting any of them.
6.3. The Borrower shall deliver to the Bank, in a form and content acceptable to the Bank, such documents and other evidence as are requested by the Bank in order to carry out necessary due diligence and be satisfied that the Borrower has complied with all necessary KYC or other similar checks under all applicable laws pursuant to the Loan Documents.
6.4. The Borrower hereby agrees and acknowledges that the Bank shall be entitled at its discretion to engage/ avail of, at the risk and cost of the Borrower, services of any person/third party service provider/agent/agency, for anything required to be done for/ in relation to/ pursuant to the Loan, including collection and verification of information, recovery of dues, enforcement of security, getting or verifying any information of the Borrower/ assets and any necessary or incidental lawful acts/ deeds/ matters and things connected thereto, as the Bank may deem fit and all such incidental costs and expenses shall borne by the Borrower.
6.5. Any payments made by or on behalf or for the Borrower or any realisations in relation to the Loan, security, shall be appropriated towards the outstanding balance and/ or liabilities in the following order: (a) Firstly, towards costs and expenses incurred by the Bank; (b) Secondly, towards any charges, commissions, fees, taxes, levies (wherever applicable); (c) Thirdly, towards overdue interest; (d) Fourthly, towards interest; (e) Fifthly, towards principal amount(s). Provided that the Bank shall have the right to alter the order of aforesaid priority at its sole discretion and the same shall be binding upon the Borrower.
6.6. Any statement of account furnished by the Bank shall be accepted by and be binding on the Borrower and shall be conclusive proof of the correctness of the amounts mentioned therein except for any manifest error therein which shall be brought by the Borrower to the notice of the Bank for due correction.
6.7. The Borrower shall indemnify and keep indemnified the Bank, its directors, employees, representatives, agents, etc. (“Indemnified Parties”) against all actions, suits, proceedings and all costs, charges, expenses, losses and damages which may be incurred or suffered by any of the Indemnified Parties by reason of any false or misleading information given by any of the Borrowers to the Bank herein or any breach, default, contravention, non-observance or non-performance by the Borrower of any terms, conditions, agreements and provisions herein and/or any claim or demand or action by any person or authority for anything arising due to or pursuant to or in connection with the Bank entering into these presents. The Bank shall be entitled to include any amount payable by the Borrower under this Clause in the outstanding balance due being the subject matter of these terms and conditions.
7. EVENTS OF DEFAULT
7.1. Occurrence of any of the following in the opinion of the Bank, shall constitute an “Event of Default”: (a) The Borrower does not pay, on any due date, any amount payable pursuant to these terms and conditions; (b) If any litigation, arbitration or administrative proceedings are filed against the Borrower which proceedings may in the sole opinion of the Bank adversely affect the interests of the Bank; (c) If the Borrower dies or commences a voluntary proceeding under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or admits inability to pay his/her debts as they fall due, or consents to the entry of an order for relief in an involuntary proceeding under any such law, or consents to the appointment of or the taking of possession by a receiver, liquidator, assignee (or similar official) for any or a substantial part of his/her property; (d) If any representations and/or warranties contained in these terms and conditions are found to be untrue, misleading or incorrect, when made or deemed to be made; (e) If the Borrower is unable to meet any of its obligations when due to the Bank or any other bank, financial institution or other lender; and (f) Any breach by the Borrower of any of the terms and conditions contained in these presents; (g) if there is any withdrawal, revocation or variance/modification, stop payment instruction (except with the express consent in writing of the Bank) or dishonor of any NACH/ECS and/or SI mandate / any other payment instructions/mandates or any other instrument/mode of payment; (h) If there is any dispute between the Borrower and the Merchant/Aggregator with respect to the delivery, or quality, or quantity, or warranty/guarantee, merchantability, suitability, service, etc. of the Product(s).
7.2. On the occurrence of an Event of Default, without prejudice to any other rights that the Bank may have under applicable law or otherwise, all amounts due in respect of the Loan shall forthwith become due and payable to the Bank and the Bank shall be entitled to exercise all of its rights powers and remedies available hereunder and under applicable law against the Borrower to recover the same.
8.1. All notices, approva8. NOTICEls, instructions, demand and other communication given or made under these terms and conditions shall be in writing and may, subject to Clause 8.2 (Notices) hereof, be given by facsimile, electronic mail, by personal delivery or by sending the same by pre-paid registered mail, if to the Borrower, at his address, fax number or email as is reflected in the internal records of the Bank and if to the Bank, at its contact details specified in the Schedule.
8.2. Any notice, approval, instruction, demand or other communication so addressed to the relevant party shall be deemed to have been delivered (a) if given or made by registered mail, 3 (Three) days after posting; (b) if given by personal delivery at the time of delivery; and (c) if given or made by facsimile, upon receipt of a transmission report confirming dispatch; (d) if given or made by email, upon receipt of a mail delivery report confirming receipt by the other Party. Provided that facsimile transmission or email shall be immediately on the same day followed by a copy of the notice by a reputable overnight courier.
9. DISPUTE RESOLUTION, GOVERNING LAW AND JURISDICTION
9.1. These terms and conditions shall be construed in accordance with the laws of India. The Bank and the Borrower hereto expressly agree that all disputes arising out of and /or relating to these terms and conditions including any related documents shall be subject to the exclusive jurisdiction of the Courts/Tribunals of the place/ governing the place in which the Bank’s lending office (“Lending Office”) is situated. Provided that to the extent allowed by law, the Bank shall be entitled to take proceedings relating to any dispute in any courts/tribunals of any other place which otherwise has jurisdiction. Provided further that if any dispute arising under these terms and conditions is below the pecuniary jurisdiction limit of the Debts Recovery Tribunals established under the Recovery of Debts and Bankruptcy Act, 1993, then such dispute shall be referred to arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996 as may be amended, or its re-enactment, as per Clause 9.2 below.
(2.a) Subject to Clause 9.1 above, any dispute that shall be referred to arbitration, shall be referred to arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996 as may be amended, or its re-enactment, to be settled by a sole arbitrator to be appointed as under.
(2.b) In case the Borrower needs to initiate arbitration proceedings, the Borrower shall request the Bank in writing for initiation of the process for appointment of sole arbitrator.
(2.c) Upon such request from the Borrower as mentioned in (b) above, or in case the Bank needs to initiate the arbitration proceedings, the Bank will issue a written notice (“Appointment Notice”) to the Borrower with the name and details of the arbitrator proposed to be appointed, and in case the Borrower confirms or does not respond to the Appointment Notice within 15 (Fifteen) days of the Appointment Notice, the arbitrator named in the Appointment Notice shall stand appointed and shall be treated as appointed mutually by the Bank and the Borrower.
(2.d) However, in case the Borrower objects to the choice of the sole arbitrator proposed by the Bank in the Appointment Notice or proposes any other names/choice(s), within 15 (Fifteen) days of the Appointment Notice by a written letter to the Bank (such letter must be received by the Bank within 15 (Fifteen) days from the Appointment Notice), the sole arbitrator shall be appointed as per sub-clause (e) below.
(2.e) The appointment of the sole arbitrator under this sub-clause (e) shall be done under institutional mechanism in accordance with this sub-clause (e). The Bank shall be entitled to approach any institute of arbitration or any online dispute resolution forum (such institute or forum, referred to as “Institute”) within India, requesting such Institute to appoint the sole arbitrator and the arbitration shall be conducted by the sole arbitrator appointed by such Institute. The Borrower hereby authorizes the Bank to communicate and/or confirm on behalf of the Parties with any Institute for such appointment of the arbitrator including for confirmation for choice of arbitrator/such appointment.
The Bank shall be entitled to follow the process under this sub-clause (e) for appointment of the arbitrator in any of the following events:
(i) upon receipt of the letter from the Borrower as mentioned under sub-clause (d) above; or
(ii) notwithstanding provisions of sub-clause (c) above, upon receipt of the request letter from the Borrower as mentioned under sub-clause (b) above, in which case, the Bank will not be required to follow the requirements of sub-clause (c) above, or
(iii) if the appointment or method of such appointment through the sub-clause (c) above, is held to be invalid; or
(iv) otherwise in the discretion of the Bank.
(2.f) The arbitration award (including any interim awards) shall be binding upon the Parties to this Agreement. The venue for the arbitration shall be in India at Mumbai or the city/place of Lending Office or Bank’s other branch/office, at the Bank’s discretion.
(2.g) The arbitration may be conducted online/electronically/through digital means/modes (collectively, “Online Mode”) or physically, at the discretion of the Bank. In case of the appointment of the arbitrator through the Institute in accordance with this Clause 9.2, the arbitration may be conducted as per the rules and/or bye-laws of the Institute, and the Bank and the Borrower hereby agree to be bound by the rules and/or bye-laws of the Institute in conducting the arbitration, however, if the choice of the Online Mode or physical mode of arbitration or procedure/process is available under such rules/bye-laws, then the Bank is hereby authorised by the Borrower to exercise the choice and select, on behalf of the Bank and the Borrower, the mode of the arbitration i.e. whether Online Mode or physical mode and/or the procedure/process.
(2.h) The language of the arbitration shall be English. The cost of such arbitration shall be borne by the losing party or otherwise as determined in the arbitration award. If a party is required to enforce an arbitral award by legal action of any kind, the party against whom such legal action is taken shall pay all reasonable costs and expenses and attorney’s fees, including any cost of additional litigation or arbitration taken by the party seeking to enforce the award.
(2.i) Subject to sub-clauses (a) to (h) above, the courts of law/tribunals at Mumbai shall have exclusive jurisdiction for applications under Section 9 of the Arbitration and Conciliation Act, 1996 and for all matters that are referable to a court of law/tribunal in connection with the aforesaid arbitration.
10. DISCLOSURE OF INFORMATION
10.1. The Borrower, hereby agrees and gives consent for the disclosure by the Bank of all or any such information and data relating to the Borrower, any credit facility availed of/to be availed, by him/her, and default, if any, committed by him/her, in discharge of his/her obligation, as the Bank may deem appropriate and necessary, to:
(a) The Bank’s employees, agents, contractors, insurance providers or third-party service providers or professional advisers whether in India or outside India;
(b) The Bank’s head office, branches, representative offices, subsidiaries, related corporations or affiliates or group companies.
(c) RBI or any credit information company and/ or any other agency authorised in this behalf by RBI or any information utility or any regulatory, supervisory or other authority, court of law, tribunal or person, in India or any other jurisdiction, where such disclosure is required by law, regulation, judgment or order of court or order of any tribunal;
(d) Any actual or potential assignee(s) or novatee(s) or transferee(s) of any rights and obligations of the Bank or other participants in any of its rights and/or obligations under these presents for any purposes connected with the proposed assignment or transfer;
(e) any other bank/ banking company, non-banking financial company, housing finance company or any other financial institution whether incorporated in India or not.
10.2. The Borrower further acknowledges and agrees that:
(a) The recipient credit information company and/or any other agency so authorised may use, process the said information and data disclosed by the Bank in the manner as deemed fit by them;
(b) The recipient credit information company and/or any other agency so authorised may furnish for consideration, the processed information and data or products thereof prepared by them, to banks/financial institutions and other credit grantors or registered users, as may be specified by RBI in this behalf;
(c) Any of the recipients of the information specified in Clause 10.1 (a) and (b) (Disclosure of Information) above may utilize the Borrower’s information (including the contact information) to inform and market to the Borrower any other products and services offered by the Bank and the Borrower hereby expressly requests and solicits such communications; and
(d) The Bank and / or RBI and/or relevant entity in this regard or the relevant credit information company(ies) will have an unqualified right to disclose or publish the name of the Borrower as a willful defaulter in such manner and through such medium as the Bank or RBI in its absolute discretion may think fit.
11. OTHER CONDITIONS
11.1. The Borrower hereby confirms that the Bank may obtain any guarantee or security from the Aggregator or the Merchant or any other person and the Borrower confirms that it shall be deemed to have been given by the Aggregator or the Merchant or such other person at the request of the Borrower.
12.1. The Bank does not hold any warranty or make any representation with respect to the availability, delivery, quality, quantity, warranty/guarantee, merchantability, suitability, service, etc. of the Product(s) and the Bank shall not be liable for the same in any manner whatsoever.
12.2. The Bank reserves the right to revise the terms and conditions set out above, which revisions shall take effect immediately on the Borrower being notified of the same.
12.3. Set-off and Lien: Notwithstanding anything to the contrary in these presents or any other document/arrangement: (i) in respect of all and any of Borrower’s present and future liabilities to the Bank, affiliates, group entities, associate entities, parent, subsidiaries, any of their branches (collectively “Relevant Entities”), whether under these terms and conditions or under any other obligation/loan/facilities/borrowings/document, whether such liabilities are/be crystallised, actual or contingent, primary or collateral or several or jointly with others, whether as principal debtor and/or as guarantor and/or otherwise howsoever (collectively “Liabilities”), each of the Bank and the Relevant Entities shall in addition to any general lien or similar right to which any of them as bankers may be entitled by law, practice, custom or otherwise, have a specific and special lien on all the Borrower’s present and future stocks, shares, securities, property, book debts, all moneys in all accounts whether current, savings, overdraft, fixed or other deposits, held with or in custody, legal or constructive, with the Bank and/or any Relevant Entities, now or in future, whether in same or different capacity of the Borrower, and whether severally or jointly with others, whether for any banking relationship, safe custody, collection, or otherwise, and (ii) separately, each of the Bank and the Relevant Entities shall have an express right to, without notice to and without consent of the Borrower, set-off, transfer, sell, realize, adjust, appropriate all such amounts in all accounts (whether prematurely or upon maturity as per the Bank’s discretion), securities, amounts and property as aforesaid (whether ear-marked for any particular Liability or not) for the purpose of realizing or against any of dues in respect of any of the Liabilities and to combine or consolidate all or any of accounts of the Borrower and to set-off any monies, whether of same type or nature or not and whether held in same capacity or not including upon happening of any of the events of default mentioned in any of the documents pertaining to the respective Liabilities or upon any default in payment of any part of any of the Liabilities.
12.4. The Borrower agrees and undertakes that he/ she shall not be entitled to transfer or assign any of its rights or obligations under these presents to any person. The Borrower hereby gives the consent to the Bank to securitize, sell, assign, discount, transfer, assign or novate Bank’s rights, benefits or obligations herein or any part thereof to any person at any time in future.
12.5. The provisions of these presents shall be severable, and any provision hereof prohibited by any law shall be ineffective to the extent of such prohibition without invalidating the remaining provisions hereof.
12.6. Post successful Loan booking, a debit and credit for the loan amount value, may also be posted on the registered bank account.
13. PAYMENT BY MISTAKE, ACCIDENT OR ERROR
13.1. The Borrower hereby agrees and confirms that in the event the Bank transfers or remits any money to the Borrower or in its account by mistake, accident or erroneously, which money is, in the sole opinion of the Bank, not due and/ or payable to the Borrower, then the Borrower shall be obligated to and shall, without any delay, demur or protest, forthwith and in no event later than one business day of such transfer/remission or on first demand by the Bank (whichever is earlier), return and repay the said money to the Bank in a manner satisfactory to the Bank. Till such return and repayment of the said money by the Borrower to the Bank, the Borrower shall hold the same in trust for the benefit of the Bank, keep such money segregated from all other moneys of the Borrower and keep it free from any attachment.
13.2. The Borrower hereby acknowledges and agrees that any non-compliance of the aforesaid obligations shall be a breach of trust and fiduciary duties on the part of the Borrower. The Borrower hereby further agrees and confirms that in case the Borrower fails to return the money within the timelines as mentioned above, the Borrower shall be liable to pay interest on such money to the Bank at the same rate as applicable to the Loan granted in terms of this Agreement.
13.3. Without prejudice to the foregoing, the Borrower hereby agrees and confirms that the Bank shall have the right to, at its sole and absolute discretion (a) debit any account or accounts of the Borrower maintained with the Bank and recover such money, under intimation to the Borrower, and/or (b) recover such money from the future disbursements (if any) of the Loan.
13.4. The Borrower further agrees that such money which has been transferred or remitted by the Bank to Borrower or in its account by mistake, accident or erroneously, shall be added to the total outstanding dues payable by the Borrower to the Bank in terms of this Agreement and other finance documents (if any), in case and till such time that the said money has not been returned and repaid to the Bank in the manner as stated above.
14. ACCEPTANCE AND SIGNING
14.1. The Borrower hereby expressly acknowledges and confirms that the Borrower has read, verified, understood, irrevocably agreed to and accepted and delivered all the terms and conditions contained in Clauses 1 to 13 (including sub clauses), Schedule, Standing Instruction (collectively, “Loan Documents”) online by logging into the netbanking page/platform of the Bank and by ticking/clicking/checking the “I agree” or “I agree and accept” or any similar icon/tab/option on the online system as well as by entering the one time password (OTP) provided to the Borrower’s mobile number registered with the Bank, and that there is no requirement of Borrower’s any other signature or physical signature for the Loan Documents or of the Borrower signing the Loan Documents in physical form. The Borrower also acknowledges that the execution of the agreement would be complete only once the same is accepted by the Bank. The Bank also does not require to sign the Loan Documents in any physical form. The Bank shall be deemed to have accepted and signed this document online by way of sending an email/ letter from its officer in Mumbai to the Borrower and attaching therewith the copy of this document. For the purpose of stamp duty, any writing on a stamp paper or franked page associating the stamp paper or such franked page with this document will be as good as making the stamp paper/franked page an integral part of this document.
14.2. The Bank may rely on the paper copies printed by the Bank of the electronic record or produce in any such form at its discretion this document or any Loan Documents and Borrower’s acceptance as aforesaid, and the same shall be fully binding on the Borrower and the Borrower has no objection to such print-outs or any such other form (in the discretion of Bank) being produced by the Bank in evidence in any court, tribunal or otherwise, to prove the acceptance, execution as well as the contents of the contract.