General Terms and Conditions of Sale

1. Definitions and interpretation

In these General Terms and Conditions of Sale (the "Terms"): "Seller" means [Registered legal entity name], having its registered office at [Registered office address], [City], [State], India; "Buyer" means the person, firm or company that places an Order; "Goods" means the organic pigments, pigment preparations, pastes or other products supplied by the Seller; "Order" means the Buyer's purchase order or written request for Goods; "Contract" means the contract formed under clause 3; and "Incoterms" means Incoterms® 2020 published by the International Chamber of Commerce.

Headings are for convenience only and do not affect interpretation. Words importing the singular include the plural and vice versa. A reference to a statute includes any amendment or re-enactment of it.

2. Application of these Terms

These Terms apply to, and are incorporated into, every Contract for the sale of Goods by the Seller to the Buyer, to the exclusion of all other terms.

Any terms or conditions put forward by the Buyer, whether in a purchase order, acknowledgement, specification or other document, are expressly rejected and shall not form part of the Contract unless expressly accepted in writing and signed by an authorised representative of the Seller.

No variation of these Terms is binding unless agreed in writing and signed by an authorised representative of the Seller.

3. Quotations and formation of contract

Catalogues, price lists, website content, samples and other descriptive material are issued for information only and do not constitute an offer capable of acceptance.

A quotation issued by the Seller is an invitation to treat and is valid for thirty (30) days from its date unless otherwise stated, and may be withdrawn or amended at any time before acceptance of an Order.

An Order constitutes an offer by the Buyer to purchase the Goods on these Terms. No Order is accepted, and no Contract is formed, until the Seller issues a written order confirmation or (if earlier) dispatches the Goods.

The Buyer is responsible for the accuracy and completeness of its Order, including the grade, Colour Index reference, quantity, packing, destination and any applicable specification.

4. Prices, taxes and duties

Prices are stated in the currency and on the Incoterms basis set out in the Seller's quotation or order confirmation. Unless otherwise agreed in writing, prices are exclusive of taxes, duties, levies and charges of any kind.

All customs duties, import taxes, goods and services taxes, port charges, demurrage and any other charges levied in the country of destination or transit are for the Buyer's account.

The Seller may adjust prices before dispatch to reflect any increase in the cost of raw materials, energy, labour, freight, insurance or statutory charges, or any change in exchange rates, arising after the date of the quotation, provided the Seller gives the Buyer written notice.

5. Payment

Payment shall be made on the terms stated in the Seller's order confirmation, and typically by advance remittance or an irrevocable letter of credit confirmed by a bank acceptable to the Seller.

Time of payment is of the essence. All payments shall be made in full and in cleared funds, without deduction, set-off, counterclaim or withholding of any kind, save as required by law.

If the Buyer fails to make payment when due, the Seller may, without prejudice to any other right or remedy, charge interest on the overdue amount at [18]% per annum or the maximum rate permitted by applicable law, whichever is lower, accruing daily from the due date until payment; suspend further shipments; and treat the Contract as repudiated.

All bank charges outside India are for the Buyer's account.

6. Delivery, title and risk

Delivery shall be made on the Incoterms basis stated in the order confirmation. Risk in the Goods passes to the Buyer in accordance with the applicable Incoterm.

Notwithstanding delivery and the passing of risk, legal and beneficial title in the Goods shall not pass to the Buyer until the Seller has received payment in full and in cleared funds of all sums due under the Contract and any other contract between the parties.

Delivery dates are estimates given in good faith and are not guaranteed. Time of delivery is not of the essence and the Seller shall not be liable for any delay in delivery, however caused.

The Seller may make partial shipments and invoice each shipment separately. Each shipment shall be treated as a separate Contract.

7. Packing, marking and documentation

Unless otherwise agreed in writing, Goods are supplied in the Seller's standard export packing, typically 25 kg bags in cartons or on shrink-wrapped pallets, with batch identification and marking suitable for ordinary handling and customs clearance.

The Seller will provide the commercial invoice, packing list and, on request, a Technical Data Sheet (TDS), Safety Data Sheet (SDS/MSDS), batch Certificate of Analysis (COA) and, where applicable, REACH or RoHS declarations.

Goods are ordinarily exported under HSN / HS code 3204 17 90. Final tariff classification in the country of import is the Buyer's responsibility.

8. Specifications, samples and tolerances

Goods are supplied to the specification expressly agreed in writing between the parties. In the absence of an agreed written specification, Goods are supplied to the Seller's standard specification for the relevant grade.

Samples are provided to indicate the general character of the Goods only. Any sample sale is a sale by description and not a sale by sample within the meaning of applicable law, unless expressly agreed otherwise in writing.

The Buyer acknowledges that pigments are manufactured products subject to normal commercial variation, and that reasonable tolerances in shade, tinting strength and physical characteristics between batches are inherent in the product and do not constitute a defect.

Colour representations on the Seller's website, printed literature or digital media are indicative only and must not be relied upon for shade matching. Shade approval must be made against a physical reference standard or an approved production sample.

9. Inspection, claims and rejection

The Buyer shall inspect the Goods promptly on arrival at the destination and in any event before use, processing, resale, blending or incorporation.

Any claim for shortage, damage in transit or Goods not conforming to the Contract must be notified to the Seller in writing, with supporting evidence and batch details, within fifteen (15) days of arrival of the Goods at the destination, failing which the Goods shall be deemed accepted and the Buyer shall be deemed to have waived any such claim.

The Buyer shall not return any Goods without the Seller's prior written authorisation. Goods that have been used, processed, blended or altered may not be rejected.

Claims relating to latent defects must be notified promptly on discovery and in any event within six (6) months of the date of shipment.

10. Warranty and Buyer's responsibility

The Seller warrants that, at the time of dispatch, the Goods will conform in all material respects to the agreed written specification and will be free from material defects in workmanship and materials.

The Seller's sole obligation, and the Buyer's exclusive remedy, for a breach of the warranty in this clause shall be, at the Seller's option, replacement of the non-conforming Goods or refund or credit of the invoice price of those Goods.

Except as expressly stated in these Terms, and to the fullest extent permitted by applicable law, all other warranties, conditions and terms, whether express or implied by statute, common law or otherwise, including any implied warranty of merchantability, satisfactory quality or fitness for a particular purpose, are excluded.

The Buyer is solely responsible for determining the suitability of the Goods for its own processes, formulations and end uses, for conducting its own tests and trials, and for compliance of its finished products with all applicable laws, regulations and standards. Technical advice, recommendations or data furnished by the Seller are given in good faith but without warranty, and do not relieve the Buyer of this obligation.

11. Limitation of liability

Nothing in these Terms excludes or limits the liability of either party for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

Subject to the preceding paragraph, and to the fullest extent permitted by applicable law, the Seller shall not be liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, loss of revenue, loss of production, loss of contract, loss of goodwill, loss of anticipated savings, cost of recall, or any indirect, special or consequential loss or damage.

Subject to the foregoing, the Seller's total aggregate liability arising out of or in connection with a Contract shall not exceed the invoice value of the Goods giving rise to the claim.

12. Compliance, export control and sanctions

Each party shall comply with all applicable laws, including those relating to anti-bribery and anti-corruption, chemical control, product safety, export control and economic sanctions.

The Buyer represents that it will not export, re-export, sell, transfer or otherwise make available the Goods, directly or indirectly, to any person, entity, destination or end use in breach of any applicable export control or sanctions law.

The Seller may suspend or terminate any Contract without liability if performance would, in the Seller's reasonable opinion, expose it to a breach of, or penalty under, any such law.

The Buyer is responsible for obtaining any import licence, registration, notification or regulatory authorisation required in the country of import, including any registration required under REACH or an equivalent regime.

13. Intellectual property and confidentiality

Nothing in a Contract transfers to the Buyer any intellectual property rights of the Seller. Colour Index generic names are industry designations and are used descriptively.

Each party shall keep confidential all non-public information disclosed by the other in connection with a Contract, including formulations, pricing and technical data, and shall use it only for the purposes of the Contract. This obligation survives termination for a period of three (3) years.

14. Force majeure

The Seller shall not be in breach of a Contract, nor liable for any delay or failure in performance, arising from any event beyond its reasonable control, including act of God, flood, fire, epidemic or pandemic, war, civil unrest, terrorism, strike or labour dispute, failure of utilities, shortage or unavailability of raw materials or energy, breakdown of plant, transport or port disruption, cyber incident, or any act, restriction or regulation of any government or authority.

If such an event continues for more than ninety (90) days, either party may terminate the affected Contract by written notice without liability, save for payment for Goods already delivered.

15. Suspension and termination

The Seller may suspend performance or terminate any Contract with immediate effect by written notice if the Buyer fails to pay any sum when due; commits a material breach that is not remedied within fourteen (14) days of notice; or becomes insolvent, enters liquidation or administration, or suffers any analogous event in any jurisdiction.

Termination shall not affect any accrued rights or remedies of either party.

16. Governing law

The Contract, these Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, shall be governed by and construed in accordance with the laws of India, without regard to its conflict of law rules.

The United Nations Convention on Contracts for the International Sale of Goods (Vienna, 1980) shall not apply to any Contract.

17. Dispute resolution and arbitration

The parties shall first attempt in good faith to resolve any dispute, controversy or claim arising out of or relating to a Contract or these Terms, including any question regarding their existence, breach, termination or validity (a "Dispute"), by negotiation between senior representatives of the parties within thirty (30) days of written notice of the Dispute.

Any Dispute not resolved by negotiation shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 (India), as amended from time to time, which is deemed incorporated by reference into this clause.

The arbitral award shall be final and binding on the parties, and judgment upon the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs, save that the arbitral tribunal may apportion the costs of the arbitration as it considers appropriate.

Notwithstanding this clause, either party may apply to any court of competent jurisdiction for interim or conservatory relief, including relief under Section 9 of the Arbitration and Conciliation Act, 1996, and such application shall not be deemed a waiver of the agreement to arbitrate.

The existence of, and all information disclosed in, any arbitration proceedings shall be kept confidential, save as required by law or to enforce an award.

Subject to the agreement to arbitrate above, the courts at [City], India shall have exclusive jurisdiction.

• Number of arbitrators: one (1), appointed by mutual agreement of the parties; failing agreement within thirty (30) days of a request to arbitrate, the arbitrator shall be appointed in accordance with the Act
• Seat and legal place of arbitration: [City], India
• Venue of hearings: as determined by the tribunal, which may sit or conduct hearings remotely
• Language of the arbitration: English
• Where the Buyer is not an Indian party, the arbitration shall constitute an international commercial arbitration within the meaning of the Act

18. Notices

Notices under a Contract shall be in writing and sent to the Seller at [Registered office address], [City], [State], India or by email to [email protected], and to the Buyer at the address or email stated in the Order. Notice by email is deemed received on the next business day after transmission, absent evidence of failed delivery.

19. General

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and the invalid provision shall be replaced by a valid provision that most closely reflects the parties' original intent.

No failure or delay by the Seller in exercising any right or remedy constitutes a waiver of it.

The Buyer shall not assign, transfer or subcontract any of its rights or obligations without the Seller's prior written consent.

A person who is not a party to a Contract has no right to enforce any of its terms.

These Terms, together with the Seller's quotation and order confirmation, constitute the entire agreement between the parties and supersede all prior discussions, representations and understandings.

These Terms are drawn up in the English language, which shall prevail over any translation.