Terms and Conditions of Sale - Wellness Pharma International

Applicability: These General Terms and Conditions ("Terms and Conditions") govern the sale of products ("Products") by Wellness Pharma International ("Wellness Pharma") unless otherwise agreed in writing between Wellness Pharma and the buyer ("Buyer").

Quotation and Offer: Upon receipt of an inquiry, Wellness Pharma provides a tentative ExWorks (EXW) price quote valid for thirty (30) days. Within this period, the Buyer must confirm the quantity and delivery terms, following which Wellness Pharma will provide a revised quote including freight and insurance, if applicable.

Purchase Orders: Each purchase order or prescription must be submitted in writing, signed, and stamped, and accepted by Wellness Pharma through the issuance of a Proforma Invoice. Purchase Orders lacking a valid purchase order number, bill to address, and ship to address will not be accepted.

Terms of Purchase Orders: Any additional or differing terms and conditions in the Buyer's Purchase Order do not form part of the agreement unless expressly accepted in writing by Wellness Pharma. No accepted Purchase Order may be cancelled, varied, or deferred without Wellness Pharma's written agreement and any associated costs.

Delivery: Products are delivered ExWorks (EXW), Cost on Freight (CNF), or Cost Insurance Freight (CIF) as per Incoterms 2020 upon receipt of full payment unless credit is extended. If the Buyer fails to take delivery within thirty (30) days of notification that Products are ready for shipping, Wellness Pharma may store the Products at the Buyer's risk, with applicable storage fees.

Delivery Schedule and Installments: Wellness Pharma may deliver in installments, with each installment invoiced separately. Delay in one installment does not affect subsequent deliveries, and delivery dates are approximate.

Risk and Title: Title to Products transfers upon receipt of full payment by Wellness Pharma. Risk of loss or damage transfers as per agreed Incoterms 2020 terms.

Price and Payment: Prices stated in the Proforma Invoice are binding unless revised by Wellness Pharma due to specified circumstances. Payment is due within ten (10) days of Proforma Invoice issuance, or as per agreed credit terms. Late payment may incur interest or other penalties at Wellness Pharma's discretion.

Force Majeure: Wellness Pharma is not liable for delays or failure to perform due to Force Majeure Events. If such events persist beyond forty-five (45) days, Wellness Pharma may terminate pending orders.

Representations and Warranties: Products conform to descriptions provided by Wellness Pharma. Except as expressly stated, all other warranties are excluded.

Damages and Liability: Products cannot be returned or replaced except for damage upon delivery, which must be reported within two (2) days with supporting evidence. Wellness Pharma's liability is limited to replacement of damaged Products.

Indemnity: The Buyer indemnifies Wellness Pharma against claims related to Product use or integration with other products.

Insolvency: Buyer insolvency permits Wellness Pharma to cancel orders and demand immediate payment for delivered Products.

General: All notices must be in writing. No waiver by Wellness Pharma of breach constitutes waiver of subsequent breaches. If any provision is found invalid, other provisions remain in effect.

Governing Law and Dispute Resolution: These Terms and Conditions are governed by Indian law. Disputes are resolved through arbitration in Mumbai under the MCIA Rules, with English as the language of arbitration.

These Terms and Conditions form the basis of the agreement between Wellness Pharma International and the Buyer, governing all sales transactions unless otherwise agreed in writing.