Garden Flavours Pvt. Ltd. Terms and Conditions of Sale

Revision Date: March, 2024
Introduction
These Terms and Conditions of Sale ("Terms") govern all sales of goods and services ("Goods") by Garden Flavours Pvt. Ltd., herein referred to as "Seller," to you, the buyer ("Buyer"). These Terms take precedence over any other terms or agreements not explicitly approved by the Seller, ensuring clarity and mutual understanding in our business dealings.

    • Applicability and Acceptance

      • These Terms apply to all transactions between the Seller and the Buyer involving the sale of Goods. By placing an order, the Buyer agrees to these Terms, superseding any previous agreements or terms, unless a separate, written contract has been expressly agreed upon by both parties.
      • The Seller reserves the right to reject any terms proposed by the Buyer that conflict with these Terms. Acceptance of the Buyer's order is conditional upon the Buyer's agreement to these Terms. Should the Buyer use or accept the Goods, such action will constitute acceptance of these Terms.

    • Order Confirmation and Acceptance

      • An order placed by the Buyer does not constitute a binding contract until the Seller has issued a written Order Confirmation. In the absence of such a confirmation, Seller's commencement of the order fulfillment process shall serve as acceptance.

    • Pricing and Currency

      • The price for the Goods shall be as stated in the Order Confirmation. The Seller reserves the right to adjust prices for future deliveries or orders, which will be communicated through subsequent Order Confirmations. All prices are stated in the currency specified by the Seller and are subject to change in response to currency fluctuations.

    • Invoicing and Payment Terms

      • The Seller will issue an invoice to the Buyer upon or after the shipment of the Goods. Payment terms are as specified in the Order Confirmation, and late payments may incur interest charges at the maximum rate allowed by law. Payments are to be made without deductions or offsets.

    • Taxes and Duties

      • Unless expressly stated otherwise, the prices quoted by the Seller do not include taxes, duties, or other governmental charges related to the sale or delivery of the Goods. The Buyer is responsible for paying all such charges, excluding the Seller's income taxes.

    • Delivery and Shipping

      • The Seller commits to making commercially reasonable efforts to deliver the Goods according to the timeline stated in the Order Confirmation. However, these dates are estimates, and the Seller is not liable for delays. Delivery terms will be specified in the Order Confirmation, which will also stipulate the agreed-upon place of delivery.

    • Risk of Loss and Transfer of Ownership

      • The risk of loss transfers to the Buyer upon delivery of the Goods in accordance with the delivery terms. Ownership of the Goods transfers to the Buyer upon complete payment of the purchase price, including all applicable taxes and charges.

    • Suspension, Termination, and Remedies

      • The Seller reserves the right to suspend delivery, demand immediate payment or return of Goods, or terminate the order if the Buyer fails to meet its obligations, becomes insolvent, or engages in activities that, in the Seller's judgment, jeopardize the fulfillment of the order.

    • Warranties and Disclaimers

      • The Seller warrants that the Goods will meet the Seller's standard specifications or the specifications agreed upon in writing at the time of shipment. This warranty does not cover variations inherent to the Goods' nature or any issues arising post-shipment due to handling, storage, or use. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED.

    • Claims and Returns

      • The Buyer must inspect the Goods upon receipt and report any discrepancies, defects, or damages in writing within ten (10) business days. Failing to timely report such issues will result in waiver of any related claims. Returns must be pre-approved by the Seller in writing.

    • Limitation of Liability

      • The Seller's liability for any claims related to these Terms or the Goods is limited to the purchase price of the specific Goods involved in the claim. The Seller is not liable for indirect, incidental, or consequential damages arising from the sale or use of the Goods.

    • Prohibition on Resale and Distribution

      • The Buyer may not resell or distribute the Goods to third parties without the Seller's express written consent. Violation of this clause may result in termination of the sale and legal action.

    • Confidentiality

      • Information shared in the course of business between the Buyer and Seller, including the terms of sale and the nature of the Goods, is confidential and must not be disclosed without prior written consent from the Seller.

    • Intellectual Property

      • All intellectual property rights in the Goods remain the property of the Seller. The sale of Goods does not convey any license or rights to the Buyer, except as explicitly agreed in writing.

    • Force Majeure

      • The Seller is not liable for failure to perform its obligations due to circumstances beyond its reasonable control, including natural disasters, governmental actions, or labor disputes. In such cases, the Seller may allocate goods among its customers at its discretion.

    • Compliance with Laws

      • Both parties commit to complying with all applicable laws and regulations, including those related to export control, anti-corruption, and data protection.

  • Miscellaneous

    • These Terms constitute the entire agreement between the Buyer and Seller. Amendments must be in writing. The governing law will be the law of the jurisdiction where the Seller's principal place of business is located, and disputes will be resolved in the courts of that jurisdiction.

These Terms are designed to ensure a clear and fair transaction process between Garden Flavours Pvt. Ltd. and its valued customers. By ordering Goods from the Seller, the Buyer agrees to these Terms.

TERMS & CONDITIONS

 Pricing and Taxes

  • Ex-Factory Pricing: All prices quoted are Ex-Factory Rabale, which means that the cost is exclusive of any transportation, insurance, and subsequent taxes incurred after the goods leave our factory. Customers are responsible for arranging and paying for the transport from our Rabale factory to their desired location.
  • GST: Goods and Services Tax (GST) will be charged extra as applicable at the time of dispatch. The rate of GST will depend on the prevailing rate set by the government at the time of the transaction.

Shipping and Handling

  • Courier Charges: Transportation costs, including courier charges, will be additionally charged to the customer. These charges vary depending on the destination, size, and weight of the shipment.

Return Policy

  • No Returns: Goods once sold will not be taken back except under conditions mentioned in the warranty clause. We encourage customers to review their orders carefully before finalizing.

Warranty and Replacement

  • Defective Materials: We stand by the quality of our products and offer a replacement warranty. Should you find any material to be defective, we guarantee to replace the defective product at no additional cost, provided that such defects are brought to our notice within 15 days from the date of supply. The warranty covers defects in materials and workmanship but does not cover damages due to misuse, improper handling, or environmental conditions.

Payment Information

  • Bank Details for Payment:

    • Bank Name: BANK OF BARODA, SION BRANCH
    • Current Account Number: 04160200000295
    • IFS Code: BARB0SIONXX
  • When making a payment, please ensure that the transfer details, including the order number and your company's name, are clearly indicated to facilitate accurate and timely processing.

Order Requirements

  • GST Number: Customers are required to provide their GST number at the time of placing an order. This is essential for the issuance of a tax invoice and for compliance with tax regulations.
  • FSSAI License: A valid Food Safety and Standards Authority of India (FSSAI) license is mandatory for placing an order. This requirement ensures that all our business partners adhere to food safety and quality standards.

Legal and Dispute Resolution

  • Jurisdiction: All disputes arising out of or in connection with transactions will be subject to the exclusive jurisdiction of the courts in Mumbai. This clause specifies that any legal action or proceedings related to our terms and conditions will be conducted in Mumbai.

Miscellaneous

  • Price List Validity: This price list supersedes all our previous price lists. It contains the most current and accurate pricing information, and we advise customers to disregard earlier versions.

By placing an order with us, you acknowledge and agree to these terms and conditions. We appreciate your business and look forward to serving you with high-quality products and services.