Kaminds Nutrichem Private Limited
Effective Date: 19th May 2021
1.1 These General Terms and Conditions of Sale ("Terms") apply to all sales, deliveries, and supply of goods and services from Kaminds Nutrichem Private Limited ("Kaminds") to any customer ("Buyer"), unless otherwise agreed in writing.
1.2 All products and goods provided by Kaminds under these Terms are referred to as the "Products."
1.3 Any deviation from these Terms shall be valid only if expressly agreed in writing by an authorized executive of Kaminds.
2.1 Any technical data, formulation, nutritional values, or other specifications provided by Kaminds are binding only if confirmed in writing.
2.2 Kaminds reserves the right to make minor variations in the composition or presentation of its Products due to raw material variability or regulatory changes, provided such changes do not affect the agreed specifications or intended use.
3.1 All quotations and offers by Kaminds are valid for the time specified therein. If no time is mentioned, they are valid for 2 days from the date of issuance.
3.2 An order shall be deemed accepted only upon written confirmation by Kaminds, which may include email or digital acknowledgment.
4.1 Unless otherwise agreed in writing, all deliveries shall be made Ex Works (EXW) Kaminds' warehouse.
4.2 Delivery timelines are indicative and may vary due to production or logistical issues.
4.3 The Buyer may not reschedule or postpone confirmed deliveries without Kaminds' written approval. Any approved rescheduling may incur storage, handling, or administrative charges.
4.4 If the Buyer fails to take full delivery, Kaminds may demand immediate completion or cancel the remaining order / contract and seek compensation.
4.5 Kaminds shall not be liable for delays caused by force majeure (see Section 13), regulatory issues, or other factors beyond its control.
4.6 Kaminds shall not be liable for any indirect or consequential damages due to delay unless expressly agreed in writing.
4.7 Kaminds may suspend delivery if Buyer's creditworthiness is in question or poor coordination by the Buyer, unless advance payment or adequate security is provided.
5.1 Unless expressly stated otherwise, prices quoted are exclusive of GST, duties, levies, or other applicable charges, which shall be borne by the Buyer.
6.1 Delivered quantity may deviate by up to ±5% of the ordered weight or volume. In the event of a deviation beyond ±5%, parties shall mutually agree on a fair adjustment of the invoice or supply.
6.2 Final weight shall be determined using calibrated weighing or metering systems by Kaminds.
7.1 Kaminds is entitled to adjust the agreed upon price if, before the delivery date, there are any material and unforeseen changes of duties, taxes or other governmental charges increasing the costs for the provision of the Product.
7.2 Kaminds reserves the right to adjust prices for confirmed but undelivered orders if there are significant and unforeseen increases in input costs, regulatory charges, or logistic expenses.
7.3 If the parties fail to reach an agreement on revised prices within 15 days after Kaminds' initiation of such discussion, Kaminds shall be entitled to terminate the applicable order(s) / contract(s) and be excused from performing any outstanding obligations thereunder.
8.1 Unless otherwise agreed, payment shall be made within 15 days from the date of invoice.
8.2 Late payments incur interest at 24% per annum, calculated on a daily basis, from the due date until full payment.
8.3 Payments must be made by A/c Payee Cheque, RTGS, NEFT, UPI, Demand Draft, Pay Order in favor of Kaminds Nutrichem Private Limited.
9.1 Ownership of Products remains with Kaminds until full payment has been received.
10.1 The Buyer shall inspect the Products immediately upon receipt and report any non-conformity or shortage within 7 days in writing. Otherwise, claims are void.
10.2 Kaminds shall not be liable for misuse, incorrect storage, improper handling, or repackaging of Products by the Buyer.
10.3 Claims made after the Products are used, opened, or put into production shall be void.
10.4 Defects must be reported in writing within 7 days of delivery and before usage.
10.5 Claims must specify the defect or shortage and allow Kaminds to inspect and retrieve defective Products, if applicable.
10.6 If Kaminds accepts a claim, it will, at its sole discretion:
11.1 Kaminds is liable only for direct damage caused by manufacturing defects, provided they couldn't have been identified and are due to Kaminds' negligence.
11.2 Kaminds is not responsible for any health claim, application result, or regulatory compliance related to the Buyer's finished products made using Kaminds' ingredients.
11.3 Buyer shall indemnify Kaminds from third-party claims not attributable to Kaminds.
11.4 Liability is capped at the billed amount for related claims.
12.1 Under no circumstances shall Kaminds be liable for:
13.1 Kaminds shall not be liable for failure or delay in performance due to events beyond its reasonable control, including but not limited to natural disasters, strikes, pandemics, government action, power shortages, or transportation disruptions.
14.1 Any dispute arising shall be finally settled by arbitration in accordance with the Rules of The Arbitration and Conciliation Act, 1996. The arbitration proceedings shall take place in Jaipur, Rajasthan. The Rules for Expedited Arbitrations shall apply if the amount of the dispute does not exceed Rs. 5 Lakhs. The amount of the dispute shall be considered the amount the plaintiff claims at the beginning of the procedure, excluding claim of interest. Kaminds shall also be entitled to apply directly to any competent court of law, in cases of default in payment.
14.2 These General Terms and Conditions of Sale and any other agreement between Kaminds and the buyer shall be governed by Indian law, without regard to its principles of conflict of laws, except that the regulations regarding defects and remedies set out in the Sale of Goods Act, 1930.
15.1 The Buyer undertakes to use the Products in compliance with all applicable food, health, safety, labelling, and environmental regulations. Kaminds provides material information such as product specifications, and COAs upon request.
16.1 The Buyer warrants that the Products shall not be sold, distributed, or used in violation of any national or international sanctions, or for unethical, harmful, or unlawful purposes.
17.1 Buyer agrees to assist Kaminds in recalls or traceability procedures if necessary.
18.1 All IP, trademarks, or formulations shared or produced by Kaminds remain its property and cannot be disclosed or reproduced without written approval.
18.2 Unauthorized use or replication is strictly prohibited.
18.3 Any violation shall result in appropriate legal action and compensation for damages incurred by Kaminds.
19.1 Any technical, commercial, or business-related data shared between Kaminds and the Buyer shall be treated as strictly confidential and shall not be disclosed to any third party without prior written consent. In the event of any unauthorized disclosure or breach of confidentiality by the Buyer, the Buyer shall be liable to compensate Kaminds for all direct losses, legal expenses, and damages incurred, and Kaminds reserves the right to seek injunctive relief and terminate any ongoing agreements without further liability.
20.1 For international sales, Incoterms 2020 shall apply.
20.2 Buyer is responsible for obtaining necessary import permits, licenses, and certifications.
20.3 Kaminds shall not be responsible for delays or rejections at customs in the Buyer's country.
21.1 For finished products sold under the Buyer's brand, formulation confidentiality and exclusivity shall be subject to written agreement.
21.2 Kaminds does not hold liability for market claims, labelling errors, or regulatory non-compliance of private label products, unless directly caused by Kaminds' error.
21.3 Any misuse, misrepresentation, or alteration of Kaminds' formulations, specifications, or certifications by the Buyer shall void all warranties and indemnities, and Kaminds shall be entitled to seek damages and legal remedy.
22.1 For products sold to end-users, Buyer shall ensure all packaging, labelling, marketing, and claims are in full compliance with FSSAI or other applicable authorities.
22.2 The Buyer shall be solely responsible for addressing and resolving any consumer complaints related to but not limited to branding, labelling, distribution, usage instructions, or claims made on the product packaging or promotional material.
22.3 Kaminds shall not be liable for any consumer refunds, penalties, regulatory actions, or reputational damages incurred by the Buyer under any circumstances.
22.3 The Buyer agrees to indemnify and hold Kaminds harmless against any third-party claims, legal proceedings, or consumer actions resulting from misuse, misrepresentation, or non-compliance in the Buyer's handling, labelling, storage, or resale of the product.