Terms & Conditions

1. Validity

These General Terms and Conditions (“Terms and Conditions“) shall apply to the quotes, quotations, RFQs, and sale of products (“Products”) by WPI Pharmaceuticals Pvt Ltd (“WPI Pharma”), unless WPI Pharma has executed a separate written agreement with the buyer (“Buyer”) in respect of sale of any Products which categorically supersedes these Terms and Conditions.

2. Offer

On receipt of an enquiry from the Buyer, WPI Pharma shall provide a tentative price ExWorks (EXW) quote which shall be valid for a period of thirty (30) days. Within this thirty (30) day period, the Buyer is to provide to WPI Pharma the exact quantity of the Products required along with delivery terms, based on which WPI Pharma shall provide a revised quote (including freight and insurance, if applicable) and request the Buyer for a purchase order or a prescription, in case of an individual Buyer.

Purchase Orders

a. Acceptance of Purchase Orders

Each written signed and stamped purchase order or prescription (“Purchase Order”), is to be accepted by WPI Pharma in writing by issuance of a Proforma Invoice. Upon issuance of the Proforma Invoice, the same shall constitute an agreement by the Buyer to purchase the Products subject to these Terms and Conditions.

b. Confirmation Timeline

WPI Pharma shall confirm acceptance or rejection of Purchase Orders within five (5) business days of receipt.

c. Purchase Order Requirements

Any Purchase Order which does not have a valid purchase order number, bill-to address and ship-to address shall not be accepted by WPI Pharma. Any different or additional terms and conditions referred to in the Buyer’s Purchase Order shall not form part of the agreement between the Parties in relation to the purchase of the Products. The Buyer expressly waives its terms and conditions which shall have no relevance and confirms that only these Terms and Conditions will govern the sale of Products between WPI Pharma and the Buyer, unless the same are separately agreed to by WPI Pharma in writing at its discretion.

d. Cancellation Policy

Once a Purchase Order is placed and accepted by WPI Pharma, it is final and cannot be cancelled or refunded under any circumstances, except with prior written approval from WPI Pharma. Any approved cancellation will be subject to applicable charges for costs already incurred.

Delivery

a. Delivery Terms

The orders shall be processed and Products shall be delivered by WPI Pharma to the Buyer ExWorks (EXW) or Cost on Freight (CNF) or Cost Insurance Freight (as may be agreed between the Parties), as per the Incoterms 2020 only after payment of the Price is received in full by WPI Pharma unless the Buyer is entitled to credit, in which case the Products will be delivered only after WPI Pharma receives the Proforma Invoice duly signed and stamped as “Accepted” by the Buyer. Delivery will only be initiated after receipt of cleared funds or formal credit approval confirmed in writing by WPI Pharma.

b. Failure to Accept Delivery

In the event the Buyer fails to take or accept delivery of any order of Products in case of delivery EXW or fails to notify WPI Pharma to ship the Products in case of delivery of Products on CNF or CIF basis, within thirty (30) days of notification to the Buyer that the Products are ready for shipping, WPI Pharma may store such products at the Buyer’s risk in a warehouse or upon WPI Pharma’s premises. Storage charges of USD 200 (or equivalent in the billing currency of the Buyer) per week will apply after a free storage period of fifteen (15) days from notification. If storage extends beyond sixty (60) days, WPI Pharma may, after fourteen (14) days’ written notice to the Buyer, sell or otherwise dispose of the Products at the Buyer’s risk and expense. In such an event, the Buyer shall pay to WPI Pharma USD 200 (or equivalent in the billing currency of the Buyer) per week to cover all handling, transportation, storage and insurance costs after the above-mentioned thirty (30) day period of free storage upon submission of invoices by WPI Pharma. Alternatively, WPI Pharma reserves the right to ship the orders to the Buyer via common carrier at the Buyer’s expense, thirty (30) days after notification to the Buyer that said Products are ready for shipment.

c. Installment Deliveries

WPI Pharma may make delivery in installments and each installment may be separately invoiced and paid for without regard to subsequent deliveries. Delay in delivery of any installment shall not relieve the Buyer of his obligations to accept subsequent deliveries. Each installment shall be treated as a separate contract and payment obligation, and the Buyer shall not withhold payment for any installment due to delays or issues with other installments.

d. Delivery Dates

All delivery dates are approximate dates only, estimated in good faith to the best of WPI Pharma’s ability and time for delivery shall not be deemed to be of the essence. WPI Pharma shall neither be liable for any delay in delivery of the Products howsoever caused nor shall the Buyer be entitled to refuse to accept the Products due to delay in delivery. This includes delays caused by Force Majeure events or third-party carriers.

Risk and Title

a. Title Transfer

Title to the Products shall be transferred to the Buyer upon WPI Pharma’s receipt of the Price of the Products in full.

b. Risk Transfer

Notwithstanding that title therein may not yet have passed to the Buyer, the risk of loss or damage to the Products shall be transferred to the Buyer in accordance with the delivery terms EXW or CNF or CIF as per Incoterms 2020 as agreed between WPI Pharma and the Buyer.

Price and Payment Terms

a. Price Determination

The price of the Products will be that as set out in the Proforma Invoice or any increased price as notified by WPI Pharma to the Buyer (“Price”). WPI Pharma shall have a right, by giving written notice to the Buyer, to revise the Price of any Products anytime before delivery to reflect any increase in cost to WPI Pharma which is due to new or increased taxes or Government order or notification or any change in delivery dates, quantities or specifications for the Products requested by the Buyer and accepted by WPI Pharma. Any such revision shall be communicated in writing and the Buyer shall confirm acceptance within five (5) business days, failing which WPI Pharma reserves the right to cancel the order without liability.

b. Price Inclusions

The Price will include delivery on an EXW or CNF or CIF basis (as the case may be) as well as taxes. Unless otherwise stated, all prices are exclusive of applicable Goods and Services Tax (GST) or other indirect taxes, which shall be paid by the Buyer in addition to the Price.

c. Payment Terms

The Buyer is to pay the Price in full (without set-off or deduction of any kind) within ten (10) days of issuance of the Proforma Invoice, unless the Buyer is entitled to credit, in which event payment is to be made as per credit line extended to the Buyer. Payments shall be made in the currency specified in the Proforma Invoice and through the payment method stipulated by WPI Pharma. Any bank charges incurred shall be borne by the Buyer.

d. Late Payment Consequences

The time of payment shall be of the essence and in the event Price is not paid within ten (10) days of receipt of Proforma Invoice by the Buyer, WPI Pharma shall be entitled to revise the Price of the Products at its discretion and issue a revised Proforma Invoice to the Buyer. In case of credit payments, any failure by the Buyer to pay WPI Pharma by the due date shall entitle WPI Pharma, without limiting any other remedy available to it, to charge interest at the rate of eighteen (18%) per annum calculated from the date payment is due until the date of receipt of payment by WPI Pharma.

e. Set-Off and Termination Rights

Additionally, WPI Pharma shall be entitled to set off any amount owed by it to the Buyer against any amount owed by the Buyer to WPI Pharma on any account whatsoever and/or immediately terminate the order, or suspend or cancel the further delivery of any Products to the Buyer. WPI Pharma reserves the right to withhold delivery or suspend credit facilities if the Buyer’s account is overdue or the Buyer’s financial condition is unsatisfactory.

Force Majeure

a. Force Majeure Events

WPI Pharma shall not be liable to the Buyer or be deemed to be in breach by reason of any delay in performing or any failure to perform any of its obligations hereunder, if such delay or failure was due to any cause or circumstance beyond WPI Pharma’s reasonable control including but not limited to act of God, natural disaster, explosion, flood, typhoon, earthquake, tempest, fire, accident, outbreak of an epidemic or pandemic, war or threat of war, sabotage, insurrection, civil disturbance, acts, restrictions, regulations, byelaws, prohibitions or measures of any kind imposed by the government or any municipal, local or other regulatory authority, import export restrictions, strikes, lockdown, lockouts or other industrial actions or trade disputes or difficulties in obtaining raw materials, labour, fuel, parts or machinery, power failure or breakdown in machinery, etc. (“Force Majeure Event”).

b. Force Majeure Consequences

In case of a Force Majeure Event, the delivery date shall be extended for the duration of the delay caused by said Force Majeure Event. If the Force Majeure Event continues for a period of forty-five (45) days, WPI Pharma may terminate the pending orders by written notice to the Buyer. In the event of termination due to a Force Majeure Event, WPI Pharma shall not be liable for any compensation, damages, or losses incurred by the Buyer as a result of such termination.

8. Representations and Warranties

WPI Pharma represents that its Products shall conform to the description of such products as provided to the Buyer by WPI Pharma in WPI Pharma’s product listing. Except as expressly provided in these Terms and Conditions, WPI Pharma does not give any further representations or warranties and all warranties, conditions, representations or other terms implied by statute or law or otherwise are excluded to the fullest extent permitted by law and WPI Pharma shall not be liable to the Buyer in respect of any such matters.

Damages and Liability

a. Return Policy – Products once delivered cannot be returned or replaced except as provided in these Terms.

b. Delivery Inspection – The Buyer shall check products for obvious damage at delivery.

c. Damaged Products – If proven damaged on delivery, WPI Pharma may at its discretion replace or credit proportionate value.

d. Damage Claims – Claims must be made in writing within 2 days of delivery with photo evidence.

e. Claim Limitations – No claims after 2 days; misuse or mishandling voids responsibility.

f. Liability Exclusion – WPI Pharma shall not be liable for direct, indirect, incidental, or special damages including loss of use, business, or profit.

Indemnity

The Buyer hereby indemnifies and agrees to indemnify and keep harmless WPI Pharma, including its directors, officers, employees and agents, from any claims asserted by third parties for damages, costs and expenses (including legal fees) in connection with the use, processing, or integration of the Products.

Insolvency

If the Buyer becomes insolvent, bankrupt, or undergoes liquidation/restructuring, WPI Pharma may cancel orders, suspend deliveries, and demand immediate payment for delivered but unpaid Products.

General

Notices – Must be in writing to the registered address.

Waiver – Failure to enforce is not a waiver.

Severability – Invalid provisions do not affect the rest.

Entire Agreement – These Terms, Proforma Invoice, and Purchase Order form the full agreement.

Amendments – Only valid if in writing signed by authorized representatives.

Independent Contractors – Relationship is independent, not agency/partnership.

Assignment – Buyer cannot assign without consent; WPI Pharma may assign freely.

Governing Law and Jurisdiction

a. Governing Law – These Terms are governed by the laws of India. Courts at Mumbai shall have exclusive jurisdiction.

b. Arbitration – Disputes shall be referred to arbitration under the Mumbai Centre for International Arbitration (MCIA Rules), seated in Mumbai, with a sole arbitrator. Language: English.