Standard terms and conditions ofsale, prices “ations are being
accepted by the buyer/distributor/retailor/superstockist and being
proposed by m/s calix herbal ltd.
General Terms:
Terms
of Agreement executed /to be executed separately will be acceptable to
the BUYER (Super stockiest/Distributor/stockiest/Retailor or Buyer
through quotation.
CALIX HERBAL LTD.(“Seller”) reserves the right to accept or reject any order/orders twithought assigning any reason.
All prices, quotations, standing order discounts, quantity and rates are subject to revision without any obligation.
All quotations are valid for 30 daysunless otherwise stated if purchase is through quotation.
Agreement in full will be acceptable.
These
terms and conditions will constitute the terms of sale for the relevant
products except where a specific agreement has been negotiated and
entered into between the parties.
Buyer will not sale any product after if its expiry date.
BUYER
shall at all times conduct its business in full compliance with all
applicable laws and regulations including any applicable anti-corruption
laws or regulations.
The BUYER shall not (i)represent itself as
an agent ofthe SELLER for any purpose(ii) pledge the SELLER’scredit,
give any condition or warranty, (iii) make any representation on the
SELLER’s behalf, nor (iv) commit the SELLER to any contracts.
The
Customer shall not without the SELLER’s prior written consent make any
promises or guarantees with reference to the Products beyond those
contained on the labels or boxes supplied by the SELLER or otherwise
incur any liability on behalf of the SELLER.
The BUYER will not make any correction/change on the label text or on the mono carton.
BUYER of off line sale will not sale the products ON-LINE porter and vice versa.
Prices
You will not sale products above Maximum Retail Price printed on the product or on the outer of the products/ Kit rapper.
All the MRP are subject to a review without any notice.
Billing will be done on the discount agreed and entered in the agreement.
No alteration/change in MRP will be done by the buyer.
Payment Terms:
Payments shall be settled throughbank to bank transaction only.
Payment
not made on due date (Decided in agreement) will be treated as
violation of the agreement and seller has the right to receive the due
payment through the court twithought giving any notice.
Buyer
will not make any cash payment to any staff of the Seller. Any claim of
payment made to any staff in cash will not be acceptable.
Seller will not make payment to the buyer in the head of staff salary or connivance or transportation.
Carriage:
Freight charges shall be payable by the buyer.
Local freight within limits of Roorkee will be paid by the Seller.
Buyer will be free to choose any mode of transport.
Seller will provide MSDS (material Safety Data Sheet) for the transporter.
Prepaid Orders:
Where
a Buyer pays to SELLERany amount in advance for ananticipated supply of
products for future, the paymentwill reside on the BUYER account and
futuredeliveries/invoices drawn down against it. These orders are taken
ingood faith and any changes in circumstances should bediscussed with
the buyer.
Deliveries:
Subject to any standard
delivery charges that may be applicable and unless otherwise agreed with
the buyer, deliveries shall be made as confirmed on the Purchase order.
Title to the products shall be transfer from SELLER to the BUYER upon Delivery.
Although
SELLER will make every effort to ensure promptprocessing and delivery
of orders but cannot be heldresponsible for delay or non-delivery of
orders from causesbeyond its control.
All breakages, or shortages, must benotified within five (5) business days of receipt.
Returns for Exchange or Credit:
In
certain circumstances products may be returned for exchange or credit
but only with the prior approval of SELLER. Handling and other charge
applicable charges may be payable by the buyer.
Credit can not be given for products: (a) Not purchased directly from SELLER; (b) After three (3) months of expiry date; (c) Without written confirmation and evidence that they have been stored in accordance with label requirements; (d) Opened or damaged or deemed fit for sale.
Salesout side designated territory / Export:
Products
may not be resold by you, nor shall they be supplied by you for use or
consumption to a third party outside your particularly designated
territory without the prior consent of SELLER.
Force Majeure
SELLER
will not be liable for any failure to perform anycontract or supply any
materials due to strikes, fires,explosion, flood, riot, lock out,
injunction, interruption ortransportation, unavoidable accidents,
inability to obtainsupplies of raw material, or other causes beyond its
control.
Regulatory and Quality Requirements:
BUYER shall comply with the following requirements i.e. BUYER shall:
Store
all products received from SELLER under thelabelled storage conditions
for the product. Storage areasmust be clean, dry and maintained within
the temperaturerange required for the product concerned.
Ensure products are transported to customer sites inaccordance with the storage conditions specified on theproduct labelling.
Segregate products, both by product identity and lotnumber, in order to ensure accurate dispatch.
Use a stock rotation system for any products with a statedshelf life in order to prevent products exceeding the expirydate.
Maintain distribution records for products supplied thatinclude the following:
Name and address of the consignee
Product name and identification code (Bar code number)
Date of shipment
Quantity of product dispatched
Lot
number of product dispatched (if the order wasmade up with more than
one lot of the product, thenthe lot numbers and the quantity of each lot
must berecorded)
Observe all directions and
instructions received from SELLER in relation to promotion and
advertisement of theproducts. No advertising material shall be placed on
theinternet or printed until you have received consent from SELLER.
Dispute Resolution:
The
Buyer agrees that courts for Jurisdiction of Roorkee Uttrakhand, India
will have exclusive jurisdiction to resolve Dispute, if any, arising
from of the sale of Products pursuant to the Agreement.The Agreement
shall be governed, interpreted and construed in all respects in
accordance with the laws of India without regards to its conflicts of
law provisions. If any clause of the agreement may be against the India
law then the Indian law will prevail.
Invalidity of Terms
If
any provision of this Agreement shall be determined to be
unenforceable, null or void, all other provisions shall remain in full
force and effect and the affected provision shall be construed so as to
be enforceable to the maximum extent possible.