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:

  1. Terms of Agreement executed /to be executed separately will be acceptable to the BUYER (Super stockiest/Distributor/stockiest/Retailor or Buyer through quotation.
  2. CALIX HERBAL LTD.(“Seller”) reserves the right to accept or reject any order/orders twithought assigning any reason.
  3. All prices, quotations, standing order discounts, quantity and rates are subject to revision without any obligation.
  4. All quotations are valid for 30 daysunless otherwise stated if purchase is through quotation.
  5. Agreement in full will be acceptable.
  6. 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.
  7. Buyer will not sale any product after if its expiry date.
  8. 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.
  9. 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.
  10. 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.
  11. The BUYER will not make any correction/change on the label text or on the mono carton.
  12. BUYER of off line sale will not sale the products ON-LINE porter and vice versa.


  1. You will not sale products above Maximum Retail Price printed on the product or on the outer of the products/ Kit rapper.
  2. All the MRP are subject to a review without any notice.
  3. Billing will be done on the discount agreed and entered in the agreement.
  4. No alteration/change in MRP will be done by the buyer.

Payment Terms:

  1. Payments shall be settled throughbank to bank transaction only.
  2. 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.
  3. 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.
  4. Seller will not make payment to the buyer in the head of staff salary or connivance or transportation.


  1. Freight charges shall be payable by the buyer.
  2. Local freight within limits of Roorkee will be paid by the Seller.
  3. Buyer will be free to choose any mode of transport.
  4. 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.


  1. 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.
  2. Title to the products shall be transfer from SELLER to the BUYER upon Delivery.
  3. 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.
  4. All breakages, or shortages, must benotified within five (5) business days of receipt.

Returns for Exchange or Credit:

  1. 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.
  2. 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:

  1. 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.
  2. Ensure products are transported to customer sites inaccordance with the storage conditions specified on theproduct labelling.
  3. Segregate products, both by product identity and lotnumber, in order to ensure accurate dispatch.
  4. Use a stock rotation system for any products with a statedshelf life in order to prevent products exceeding the expirydate.
  5. 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)
  6. 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.