Terms & Conditions for Sale of Products

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 the 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.

3. 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. The Buyer expressly waives its terms and conditions and confirms that only these Terms and Conditions will govern the sale of Products between WPI Pharma and the Buyer, unless separately agreed to by WPI Pharma in writing.

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.

4. Delivery

a. Delivery Terms

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 (CIF), 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. 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

If the Buyer fails to take or accept delivery within thirty (30) days of notification, WPI Pharma may store such Products at the Buyer’s risk. Storage charges of USD 200 (or equivalent) per week will apply after a free storage period of fifteen (15) days. If storage extends beyond sixty (60) days, WPI Pharma may, after fourteen (14) days’ written notice, sell or otherwise dispose of the Products at the Buyer’s risk and expense.

c. Installment Deliveries

WPI Pharma may make delivery in installments, and each installment shall be separately invoiced and paid for without regard to subsequent deliveries.

d. Delivery Dates

All delivery dates are approximate and not binding. WPI Pharma shall not be liable for any delay in delivery howsoever caused, nor shall the Buyer refuse to accept Products due to such delay.

5. Risk and Title

a. Title Transfer

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

b. Risk Transfer

Risk of loss or damage to the Products shall transfer to the Buyer in accordance with the agreed Incoterms 2020 (EXW, CNF, or CIF).

6. Price and Payment Terms

a. Price Determination

The price of the Products shall be that set out in the Proforma Invoice, subject to revision by WPI Pharma to reflect changes in taxes, regulations, or costs.

b. Price Inclusions

The Price includes delivery as per the agreed Incoterm and applicable taxes, unless otherwise specified. GST or other indirect taxes are payable in addition to the Price.

c. Payment Terms

The Buyer must pay in full within ten (10) days of issuance of the Proforma Invoice, unless credit terms are extended by WPI Pharma.

d. Late Payment Consequences

Delayed payment may result in interest charges at 18% per annum from the due date until payment is received.

e. Set-Off and Termination Rights

WPI Pharma reserves the right to set off mutual obligations, suspend delivery, or cancel orders if the Buyer’s account is overdue.

7. Force Majeure

WPI Pharma shall not be liable for delays or failure to perform due to circumstances beyond its reasonable control, including but not limited to natural disasters, epidemics, government restrictions, strikes, or power failures. If such an event continues for more than forty-five (45) days, WPI Pharma may terminate the pending orders without liability.

8. Representation and Warranties

WPI Pharma represents that its Products shall conform to their description as provided. Except as expressly stated, no warranties (statutory, implied, or otherwise) are provided.

9. Damages and Liability

Products once delivered cannot be returned, except in cases of proven damage.

Buyer must inspect Products upon delivery and report damages with evidence within two (2) days.

WPI Pharma’s liability is limited to replacing damaged Products or crediting the price proportionately.

WPI Pharma shall not be liable for indirect, incidental, or consequential damages, including loss of profits.

10. Indemnity

The Buyer indemnifies WPI Pharma, its directors, officers, employees, and agents against claims, damages, and costs arising from the use, resale, or integration of Products with other items.

11. Insolvency

If the Buyer enters insolvency, liquidation, or any similar proceeding, WPI Pharma may cancel pending orders or suspend deliveries, with all outstanding amounts becoming immediately due.

12. General

Notices must be in writing to the registered office of the other party.

Waiver of breach shall not constitute a waiver of future breaches.

Severability: If any provision is invalid, the remainder shall remain enforceable.

Entire Agreement: These Terms, the Proforma Invoice, and the accepted Purchase Order constitute the entire agreement.

Amendments: Must be in writing and signed by both parties.

Independent Contractors: Parties act independently, not as partners or agents.

Assignment: Buyer may not assign without prior written consent. WPI Pharma may assign without consent.

13. Governing Law and Jurisdiction

a. Governing Law

These Terms and Conditions shall be governed by the laws of India. The courts at Mumbai shall have exclusive jurisdiction.

b. Arbitration

Any disputes shall be resolved by arbitration under the Mumbai Centre for International Arbitration (MCIA) Rules, by a sole arbitrator. The seat shall be Mumbai, India, and the language of arbitration shall be English.