Terms And Conditions For Purchases

Scope and Application: These General Terms and Conditions (“Terms and Conditions”) apply to all purchases of Products by Wellness Pharma International (“Wellness Pharma”) from any Vendor, whether local or international. By accepting a Purchase Order from Wellness Pharma, the Vendor agrees to these Terms and Conditions.

Definitions:

1. “Business Day”: Any day on which banks in Mumbai, India are open for business.

2. “Contract”: Includes the Purchase Order issued by Wellness Pharma along with these Terms and Conditions and any additional terms communicated separately by Wellness Pharma.

3. “Products”: All items specified in the Purchase Order for delivery to Wellness Pharma.

4. “Purchase Order”: Wellness Pharma’s official order to the Vendor for the supply of Products.

5. “Vendor”: Any legal entity or individual supplying Products to Wellness Pharma under the Contract.

Purchase Order

1. Wellness Pharma will issue a Purchase Order for every Product purchase. The Vendor must confirm acceptance of the Purchase Order within three (3) Business Days of receipt. Failure to do so will be construed as acceptance by the Vendor.

2. Wellness Pharma reserves the right to modify any accepted Purchase Order. Any changes affecting cost or delivery timelines require equitable adjustments, reflected in written modifications to the Purchase Order.

Delivery Terms

1. Products must be delivered by the Vendor on the date specified in the Purchase Order (“Delivery Date”). Local deliveries are to Wellness Pharma’s designated warehouse at the Vendor’s expense. International deliveries are on a cost and freight basis (CFR) as per Incoterms 2020.

2. The Vendor must transport and deliver Products as specified, taking precautions against counterfeit or spurious drugs during transit.

3. Timely delivery is crucial. If a delay is anticipated, the Vendor must notify Wellness Pharma in writing no later than two (2) Business Days before the Delivery Date.
Wellness Pharma reserves the right to decide whether to proceed with the order.

4. Failure to supply Products on the Delivery Date or in the agreed quantity empowers Wellness Pharma to source similar Products elsewhere, with any cost difference recoverable from the Vendor. Wellness Pharma incurs no liability for delayed or incomplete deliveries.

5. Liquidated damages may apply for delayed or inadequate supply, computed based on the replacement value of the Products as procured from an alternate source.

6. Partial deliveries require prior written consent from Wellness Pharma.

7. Each delivery must include:
* Manufacturer’s chemical analysis test reports.
* Agreed documents (e.g., Certificate of Analysis, GMP certificates, free sell certificates).
* Necessary tax-related documents (e.g., GST registration, drug license).

8. Wellness Pharma retains payment until satisfactory submission of GST compliance documents. Non-compliance allows Wellness Pharma to deduct applicable GST credits from Vendor payments.

9. Excess Products delivered beyond the ordered quantity remain at Wellness Pharma’s warehouse at the Vendor’s risk. Wellness Pharma may dispose of excess Products after ten (10) Business Days, charging the Vendor a daily storage fee of 10% of the Product value.

10. Products must have at least 2/3rd unexpired shelf life upon delivery.

Invoicing and Payment Terms

1. Invoices must be submitted in duplicate, signed, and sent to Wellness Pharma’s address as specified in the Purchase Order upon or post Product delivery. Each invoice should clearly state the Purchase Order number.

2. Payment terms require invoices to be settled within fifteen (15) Business Days from receipt via bank transfer.

3. Wellness Pharma reserves the right to deduct applicable taxes, including withholding taxes, from Vendor payments, providing relevant tax certificates as necessary.

4. Any return or replacement costs due to defective or returned Products are borne by the Vendor. Unreimbursed costs may be deducted from future Vendor payments.

Packing

1. Products must be packaged to industry standards, ensuring safety and compliance with the Drugs and Cosmetics Act, 1940, and other applicable regulations.

2. All Products must be delivered in original packaging with intact seals. Damaged or open-seal Products will be deemed defective and returned in accordance with clause 7 below.

3. Cold storage Products require special packaging and transportation under agreed conditions to maintain specified temperatures. Temperature records must be promptly provided upon Wellness Pharma’s request.

4. No charges for packing, crating, or cartage are payable unless explicitly agreed in writing by Wellness Pharma.

Defects, Return, and Replacement of Products

1. Wellness Pharma inspects Products upon receipt for external integrity, seal, quantity, batch number, and, for cold chain items, temperature compliance. Internal checks and manufacturer’s chemical analysis reports are also reviewed.

2. Notification of any defects or damages prompts Wellness Pharma to inform the Vendor in writing, demanding replacement within three (3) Business Days. Liquidated damages may apply for defective Products.

Recall and Customer Complaints

1. The Vendor bears sole responsibility for Product quality, safety, and regulatory compliance.

2. Wellness Pharma promptly notifies the Vendor of any complaints or recall requests. Similarly, Vendor must inform Wellness Pharma of any regulatory recall orders affecting supplied Products.

3. Vendor reimburses Wellness Pharma for affected Products, including removal costs and return expenses.

Inspection Rights

1. Wellness Pharma, or its authorized third-party auditors, may inspect Vendor facilities and review records with reasonable notice. Non-compliance with standards necessitates corrective action by the Vendor.

2. Inspection results do not absolve Vendor of contractual obligations. Wellness Pharma reserves the right to terminate the Contract based on inspection findings.

Insurance

1. Vendor must maintain adequate insurance coverage throughout the Contract term, applicable to Products sold.

2. Insurance proof for ordered Products must be furnished to Wellness Pharma upon request.

Exclusivity

Vendor’s status as a non-exclusive supplier allows Wellness Pharma to source similar Products from other vendors.

Transfer of Title and Risk

Title and risk in Products remain with the Vendor until delivery at Wellness Pharma’s warehouse, confirmed by a designated Wellness Pharma representative’s signature.

Encumbrance

Vendor may not encumber or transfer Products without prior written consent from Wellness Pharma.

Sub-Contracting

1. Vendor may engage subcontractors only with Wellness Pharma’s prior written approval. Approved subcontractors must adhere to all Contract terms.

2. Vendor remains accountable for subcontractor compliance and Product delivery.

Compliance of Laws

1. Vendor, its employees, agents, and subcontractors must comply with all applicable laws, regulations, and guidelines. Compliance includes but is not limited to environmental, health, safety, child labor, anti-corruption, and export control laws.

2. Vendor ensures adherence to the Drugs and Cosmetics Act, 1940, Drugs and Cosmetics Rules, 1945, and relevant quality, safety, and efficacy standards.

3. Exported drugs comply with destination country regulations.

4. Vendor promptly notifies Wellness Pharma of any legal actions impacting its ability to fulfill Contract obligations.

Representation & Warranties

1. Vendor warrants legal qualification to manufacture and supply Products under local regulations without conflict or infringement of third-party rights.

2. Vendor’s Products comply with Contract terms and relevant laws, and are suitable for intended use.

Force Majeure

Neither party is liable for failure to perform due to Force Majeure Events. Prolonged events may justify Contract termination.

Termination

1. Wellness Pharma may terminate the Contract in case of Vendor insolvency, non-compliance, defective deliveries, or significant asset disposition.

2. Termination rights include Goods receipt or Purchase Order cancellation.

Relationship

The Contract does not establish an agency, partnership, or employment relationship between Wellness Pharma and Vendor.

Indemnification

Vendor indemnifies Wellness Pharma against claims arising from non-performance, breach, warranty violation, negligence, or Product defects.

Governing Law and Dispute Resolution

1. The Contract is governed by Indian law. Disputes are subject to arbitration per Mumbai Centre for International Arbitration rules, with Mumbai courts having exclusive jurisdiction.

General

1. Written notices under the Contract are addressed to the respective addresses in the Purchase Order.

2. Wellness Pharma’s waiver of a Vendor breach does not waive subsequent breaches.

3. Invalidity of any Contract provision does not affect its remainder.

4. Vendor may not assign Contract rights without Wellness Pharma’s written consent.