General Terms and Conditions

The General Terms and Conditions shall be read in conjunction with the Supply Agreement (‘Agreement’). In the event of any inconsistency or conflict between The General Terms and Conditions and the Supply Agreement, the provisions of The General Terms and Conditions shall prevail, except to the extent that specific terms have been mutually agreed upon and expressly set out in the Supply Agreement, in which case such agreed terms shall prevail.

Unless otherwise defined in the Supply Agreement, capitalized terms used therein shall have the meanings assigned to them in The General Terms and Conditions.

Any Buyer/Client/Customer entering into the Supply Agreement/Purchase Agreement (referred as ‘Agreement’) with ASANDAS AND SONS PRIVATE LIMITED (‘Supplier/Seller/ASPL’) agrees to The General Terms and Conditions.

I. Definitions

  • “Purchase Orders” means a document which consists of the details such as, Product(s); respective quantity(ies); and date and place of delivery and such other terms mutually agreed between the Parties
  • “Proforma Invoice” means a document which consists of the details such as Product(s); Price; respective quantity(ies); and estimate date of delivery and such other terms mutually agreed between the Parties
  • “GST” refers to the Goods and Services Tax in India as defined under the Goods and Services Tax Act, 2017, as amended from time to time

II. Order Process

  • A Purchase Order shall become valid only upon the Supplier’s acceptance, which must be communicated by the Supplier within fifteen (15) days of issuance.
  • Upon acceptance of Purchase Order by the Supplier, the Supplier shall issue a Proforma Invoice to the Buyer, detailing Product quantities, pricing, estimated delivery date, which shall be accepted by the Buyer in writing within three (3) working days.
  • Any changes and exceptions to the Purchase Order or the Proforma Invoice must be confirmed in writing by Parties before the commencement of manufacturing or shipment of the Product, whichever is earlier.
  • In the event the Agreement expires after a Purchase Order has been accepted but prior to its fulfilment, the Agreement shall extended for such further periods to be coterminous with the accepted Purchase Order.

III. Product Handling and Liability

  • The Buyer shall lift the Products from the destination port within 3 (three) days from the date of delivery. If the Buyer does not lift the Products within the specified timeline, the Buyer shall be liable to pay the applicable demurrage charges.
  • The Buyer shall notify the Supplier of any manufacturing defects within three (3) days from the date of lifting the Products from the destination port. In the event the Buyer does not raise any manufacturing defect claim, the Product shall be considered as accepted.
  • The Supplier shall ensure the Products comply with agreed specifications and as per applicable law for manufacturing and export.
  • The Supplier shall get the Products adequately insured while in transit, up to the delivery to the delivery port
  • The Buyer shall obtain all necessary import permits, licenses, approvals, and pay applicable fees or taxes. The Buyer shall also provide all documents required by the Supplier to facilitate export.

IV. Representations and Warranties

Each Party represents and warrants that:

  • It has power and authority to enter into and perform its obligations under this Agreement, and such performance does not conflict with or breach any of its agreements, obligations with other entities
  • It does not have any obligation to any third party that would limit its ability to perform under the Agreement.
  • It has all necessary permits, approvals, and licenses required to perform its obligations under this Agreement.

V. Intellectual Property Rights

The Supplier retains all right, title, and interest in any intellectual property, including patents, trademarks, copyrights, and trade secrets, developed or owned by the Supplier prior to or during the performance of this Agreement. Nothing in this Agreement shall be construed as a transfer of ownership of any intellectual property from the Supplier to the Buyer, except as expressly stated. The Buyer agrees to protect the Supplier’s intellectual property rights and refrain from using, reproducing, or disclosing the Supplier's IP except as permitted by this Agreement.

VI. Indemnification

The Supplier and the Buyer shall keep each other indemnified for direct losses on account of any intentional or unintentional breach under the terms of this Agreement. Notwithstanding anything contrary contained elsewhere in this Agreement, the Supplier and Buyer shall not be liable under this Agreement or any other contract for any indirect, consequential, incidental, special, and/or exemplary damages including loss of profit, loss of business, and loss of opportunity.

VII. Tariff Adjustment

In event, after the Effective Date of the Agreement, any government or regulatory authority imposes new tariffs, duties, taxes, or export charges on the Product or its materials or components that may require the Supplier to adjust the price of the Product, then the Supplier shall notify the Buyer in writing of such requirement in price adjustments. The new Price shall be effective on the mutual consent of the Parties.

VIII. Force Majeure

If the performance of the Agreement and/or any Individual Purchase Order, including the shipment of the Goods or delivery of Goods, is prevented or delayed in whole or in part by reason of any prohibition of export, refusal to renewal export license or other governmental restriction /regulation /guidelines, internationally recognized sanction, war(declared/undeclared), terrorism, revolution, riot, strike or other labor dispute, fire, flood, typhoon, peril or accident of the sea or any epidemic or any pandemic or any other cause beyond the reasonable control of Supplier, then the Supplier obligation to supply shall stand suspended during the Force Majeure event and the same shall be communicated to the Buyer. The Supplier obligation shall resume on cessation of the event of Force Majeure. In event of supply is suspended due to Force Majeure event for a period thirty (30) days, either Party shall have right to terminate the Agreement.

IX. Consequences of Termination

Upon Termination or Expiry, whichever is earlier : (1) The Buyer shall irrespective of the mutually agreed payment terms, clear and settle all dues payable to the Supplier for products supplied to it or in production, dispatch or transit, on or before the date of termination (2) The Supplier shall transfer to the Buyer all unutilized printed packaging material bearing the brand name and raw material authorized/supplied by the Buyer (If any) (3) Either parties shall cease to use each other’s Intellectual Properties, whatsoever may be permitted as a part of this Agreement.

X. Shortfall of Purchase Commitment

The Buyer shall in event of early Termination and not able to fulfil Minimum Purchase Commitment/Purchase Commitment; Buyer shall be obligated to pay the Supplier an amount equal to 100% (one hundred percentage) of the value of the shortfall, calculated based on the prevailing price of the Products.

XI. Taxation

The Parties acknowledge that the transaction contemplated by this Agreement may be subject to Goods and Services Tax (GST)/any other applicable tax as imposed by the relevant tax laws/authorities from time to time., and agree that any amounts payable under this Agreement shall be exclusive of GST/applicable taxes, unless otherwise specified; and each Party liable to pay such GST/applicable tax shall do so in accordance with applicable law.

XII. Governing Law and Dispute Resolution

  • This Agreement shall be governed by, and construed and enforced in accordance with, the laws of India, without giving effect to any choice of law or conflicts of law rules or provisions.
  • All Disputes arising out of, in connection with or in relation to this Agreement including its interpretation, performance or termination, in the first instance shall be settled through mutual discussions between the officials of the Parties. If no settlement can be reached through mutual discussion and negotiations between the officials of the Parties mentioned above within 15 days, then all such disputes shall be finally decided by arbitration to be held in accordance with the provisions of the Arbitration and Conciliation Act, 1996. A sole arbitrator shall be appointed by the Parties on mutual consent, and the seat of arbitration shall be Ahmedabad, Gujarat, India and the language of the arbitration shall be English. The award of the arbitrator shall be final and binding on the Parties.

XIII. Notice

Any notice with reference to the Agreement or any Individual Purchase Order or Performa Invoice shall, unless otherwise specified in this Agreement or the relevant Individual Purchase Order or Performa Invoice, be given by a registered mail or through electronic communication such as email directed to the addressee at its address as mentioned in the Purchase Order and Proforma Invoice and cc to legal@hyfunfoods.com.

XIV. Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed (unless severance would result in a failure of consideration), and the remaining provisions shall remain in full force and effect.

XV. Assignment

Neither Party may assign or delegate its obligations, in whole or in part, without the prior written consent of the other, except to an Affiliate or a successor acquiring all or substantially all relevant assets through merger, consolidation, or purchase.

XVI. No Waiver

The failure of either Party hereto to enforce any of the provisions of this Agreement or Individual Purchase Order or to exercise any right hereunder or thereunder shall not constitute a waiver of the same or prejudice its right to enforce the same thereafter.

XVII. Survival

After termination/expiration of the Agreement the following provisions shall survive: (i) Confidentiality obligations (ii) Intellectual Property (iii) Indemnification (iv) Governing Law and Dispute Resolution (v) Payment Terms

XVIII. Private Label Packaging

  • The Buyer shall provide all the specifications, artworks and packaging materials for packaging of its Products.
  • The Supplier acknowledges that the trademarks provided by the Buyer are solely owned by the Buyer and shall in no circumstances misuse or infringe such trademarks or patents. The Buyer understands that since the trademarks, artwork and packaging are done as per details and instructions provided by the Buyer, in case of any trademark infringement claims or notices received by the Supplier then, the Buyer shall assume full responsibility for the same, with no liability or cost to the Supplier.
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