Terms And Conditions for Purchases

  1. Scope and Application
    1. These General Terms and Conditions (“Terms and Conditions”)shall apply to all purchase of Products by GNH India Pharmaceuticals Limited (“GNH”), from a Vendor, whether local or international.
    2. The Vendor acknowledges and agrees that its use of its own general terms and conditions of sale on documents and in any correspondence with GNH is a matter of administrative convenience only and is not intended by the Vendor to qualify or amend these Terms and Conditions in any way.
    3. No other terms, whether or not contained in any offer, proposal, bid, estimate, acknowledgment, confirmation or invoice or other communication given by the Vendor, shall in any way modify or supersede any of these Terms and Conditions or otherwise be binding on GNH. GNH hereby explicitly rejects all such other terms unless it has explicitly accepted such other terms in writing duly signed by its authorized representative.
  2. Definitions
    1. Business Day” means any day on which banks in Mumbai, India are open for business.
    2. Contract” means any Purchase Order issued by GNH read with these Terms and Conditions and any special terms and conditions separately communicated by GNH to the Vendor in writing. In case of any inconsistency or conflict between the Purchase Order, these Terms and Conditions and special terms & conditions (if any), the following order of preference shall apply (i) special terms & conditions, (ii) these Terms and Conditions and (iii) Purchase Order.
    3. Products” means all products specified in the Purchase Order for delivery to GNH.
    4. Purchase Order” means GNH’s order to the Vendor for the supply of the Products.
    5. Vendor” means any individual, partnership, limited liability partnership, limited liability company, firm, trust, joint venture, company, government, governmental body, agency or instrumentality, unincorporated body of persons or association, or other legal/business entity whether based in India or overseas who will supply the Products to GNH pursuant to the Contract.
    6. Warehouse” means GNH’s warehouse situated at Gala # 11, 1stFloor, Kamat Industrial Estate, Prabhadevi, Mumbai 400025.
  3. Purchase Order
    1. GNH shall issue a Purchase Order to the Vendor for every purchase of Products, The Vendor shall confirm acceptance of the Purchase Order within three (3) Business Days from its receipt, failing which the Purchase Order shall be deemed accepted by the Vendor.
    2. GNH can make changes in any accepted Purchase Order. If any changes cause an increase or decrease in the cost or the time required for performance of Purchase Order, an equitable adjustment shall be made and the Purchase Order shall be modified in writing accordingly.
  4. Delivery Terms
    1. The Products shall be delivered on the date stipulated in the Purchase Order (“Delivery Date”). In case of local purchases, the Products shall be delivered to GNH’s Warehouse at the Vendor’s costs and in case of international purchases, the Products shall be delivered to GNH’s Warehouse on cost and freight basis (CFR) as per the Incoterms 2020.
    2. The Vendor shall transport and deliver the Products strictly as per product requirement and take all necessary steps to prevent infiltration of counterfeit/spurious drugs during transport.
    3. Delivery time is of the essence and if a delay in supplies is expected, the Vendor shall give written notice of such delay as soon as he becomes aware of the same, but no later than two (2) Business Days prior to the date of delivery as specified in the Purchase Order and GNH may choose whether to continue with the order or not.
    4. If the Vendor fails to supply the Products on the Delivery Date or fails to supply the agreed quantity of the Products on the Delivery Date, then GNH reserves the right to procure same or similar products from a third party vendor and recover from the Vendor the difference in price (if any) between that paid by GNH to such third party and that agreed with the Vendor. In such case the GNH shall be under no liability to accept the Products from the Vendor post the Delivery Date.
    5. The rights reserved above shall be without prejudice to GNH’s right to receive liquidated damages equivalent to the replacement value of the Products as purchased from a third party, as compensation for loss/damage suffered by it in connection with delayed supplies or failure to supply the agreed quantities of Products. The aforesaid is in addition to any other remedy available to GNH in law or equity.
    6. Partial supplies of the Products are not allowed without a prior written consent of GNH.
    7. Each delivery of Products must be accompanied by the manufacturer’s test reports for chemical analysis and the following documents, where available and/or if pre-agreed by GNH and the Vendor prior to or at the time of issuance of the Purchase Order viz. Certificate of Analysis, GMP certificates and free sell certificates. Further, the Vendor will also send the necessary documents as applicable under various tax laws (viz. excise, custom and sales tax etc.) in force such as GST registration of the Vendor, Vendor’s drug license, along with the shipment to enable GNH to take duty credit (if applicable)
    8. GNH has the right to retain payment to the Vendor (in part or in full) till such time that the Vendor has not satisfied GNH with adequate documentary evidence establishing that the Vendor has complied with the requirements of GST (Goods and Services Tax). Further, if GNH is unable to claim credit due to non-payment of GST or non-submission of documents by the Vendor, GNH can deduct an amount equal to such credit from payments due to the Vendor.
    9. GNH shall be under no obligation to accept Products received by the Vendor in excess of the quantity ordered and such Products shall remain at GNH’s Warehouse at the Vendor’s entire risk. If the Vendor does not arrange to collect the excess quantity of Products within ten (10) Business Days, GNH shall have the right to dispose of the Products as it deems fit and to charge the Vendor an amount equivalent to 10% of the value of the Products for every day that the Products are lying at the Warehouse of GNH. GNH shall be entitled to adjust such amount from any payments due by GNH to the Vendor.
    10. The Products at the time of delivery, must have minimum 2/3rdunexpired shelf life from the date of manufacture.
  5. Invoicing and Payment Terms
    1. Each Purchase Order will be charged separately, and the price of the Products shall be that as set out in the Purchase Order (“Price”). No exchange rate fluctuation shall entitle Vendor to make a change to the Price.
    2. Invoices shall be submitted in duplicate (conspicuously marked original & duplicate) duly signed to GNH at the address mentioned on the Purchase Order simultaneously with or after delivery of the Products. Each invoice must specify the purchase order number, [.].
    3. Subject to clause 4 above, invoices shall be paid within fifteen (15) Business Days from the date of receipt. Payment of invoices will be made by bank transfer only.
    4. GNH shall be entitled to deduct applicable taxes including withholding taxes from the Vendor’s payments and provide the relevant tax certificate to the Vendor.
    5. Any taxes, freight and all other charges arising out of return of defective Products or replacement of Products will be borne by the Vendor. If this is not done, the said amount will be deducted or set off from any payment due to Vendor by GNH.
  6. Packing
    1. The Vendor shall ensure that the packaging of the Products is of good quality and as required by industry standards and should be designed to ensure optimum safety of the Products and should be able to withstand normal hazards in transit up to delivery destination. The Products should be packed and marked with proper labelling in accordance with the Drugs and Cosmetics Act, 1940 (“Act”) and the Drugs and Cosmetics Rules, 1945 (“Rules”) and WHO GDP (as defined below) for pharmaceutical products and other applicable laws and regulations, issued from time to time. The Vendor shall be solely responsible for misbranding/defective labelling and packing of the Products including recall and regulatory directives and actions.
    2. All Products should be delivered in original company packing and the seals should be intact at the time of delivery. If any open or broken seals are noticed at the time of delivery, those Products shall be deemed to be damaged and returned by GNH in accordance with the provisions of clause 7 below.
    3. In case of cold storage Products, the Products are to be packed in packaging recommended by GNH and should be sealed. The Vendor should ensure that the cold storage Products are transported in special vehicles where temperature is maintained during transit and an adequate record of the same is maintained. The Vendor shall furnish to GNH the record of temperature monitoring promptly when requested by GNH.
    4. No charges will be paid by GNH for packing, crating or cartage unless otherwise agreed by it writing duly signed by its authorized representative.
  7. Defects, Return and Replacement of Products:
    1. On receipt of the Products, GNH shall check the Products externally such as seal of the    Product, quantity, temperature (in case of cold chain products), batch number, expiry date. GNH shall also perform an internal check where the integrity of the pack and damages to the primary pack are checkedand shall also rely on the manufacturer’s test reports for chemical analysis.
    2. If GNH notices any defect or damage based on the checks set out above, GNH shall immediately notify the Vendor of the same in writing and at its option may require replacement of defective, damaged Products. The Vendor shall at its own costs, promptly and not later than three (3) Business Days of receipt of notification from GNH provide a replacement of the damaged or defective stock of Products. GNH shall also be entitled to claim from the Vendor liquidated damages at the rate equal to the price at which GNH has agreed to onward sell the Products to a third party, for damage or loss suffered by it as a result of supply of defective or damaged Products.
  8. Recall and Customer Complaints
    1. The Vendor shall be solely responsible for quality, safety and efficacy of the Products and compliance of applicable law in relation to supply of the Products.
    2. If GNH receives any complaint or request for recall relating to a Product or batch of Products, GNH shall immediately give written notification to the Vendor and pass on the complaint to the Vendor. Likewise, Similarly, if the Vendor receives any recall order from the FDA or other governmental/statutory or regulatory authority or any third party for any of the Products or any batch of Products, the Vendor shall immediately notify GNH in writing of such recall or modification with a request to stop further distribution of the batch of recalled Products and to call back any of the batch of recalled Products already sold by GNH.
    3. The Vendor shall be solely liable and responsible in respect of rejection of any Product or batch of Products by the importing country or local Indian dealer, recall of Products or any non-compliance under the provisions of the Act, Rules and any guidelines, regulations, notifications, orders etc issued from time to time. Further, the Vendor shall take all necessary and appropriate steps with all stake holders including national and international regulators, in respect of the rejection, recall of the Products, and/or replacement of non-complying and/or defective Products. The Vendor shall reimburse to GNH the Price of the affected Products and costs including but not limited to costs of removal and return of the affected Product(s) back to the Vendor.
  9. Inspection Rights
    1. Upon reasonable notice to the Vendor, GNH or GNH’s independent inspection service or authorised third party auditor may inspect and audit the Vendor’s plants/manufacturing facilities where the Products are manufactured and warehousing facilities where the Products are stored and review and audit the records of the Vendor, as part of Vendor qualifications. The Vendor shall cooperate with GNH and maintain all documents and records for the purpose of inspection and review. If any such inspection reveals that the processes, procedures, or practices used by Vendor fail to conform to the Act and Rules, relevant published generals or industry standards, Vendor shall upon demand by GNH take all reasonable corrective measures. GNH’s inspection shall not affect or release Vendor from any of the obligations of Vendor with respect to the Products. GNH shall have the right at its sole discretion without any liability to terminate the Contract or cancel any Purchase Order based on its inspection and audit of the Vendor’s plant and records.
  10. Insurance
    1. The Vendor shall take out a suitable insurance policy in an adequate amount, in respect of its business regarding sale of the Products, with a reputedly solvent insurance company and shall maintain it throughout the term of the Contract.
    2. Unless otherwise agreed, the Vendor is liable for insurance of the Products till the Products are delivered at GNH’s Warehouse or any other place specified by GNH. The Vendor shall produce the certificate of insurance related to the ordered Products, at the first request of GNH.
  11. Exclusivity
    1. The Vendor is not an exclusive vendor of GNH and GNH shall be free to procure identical or similar Products from any third party.
  12. Transfer of Title and Risk
    1. Title to and risk in the Products shall remain with the Vendor until they are delivered at the Warehouse of GNH and a nominated representative of GNH signs a [delivery note], at which point they shall transfer to GNH.
  13. Encumbrance
    1. The Vendor shall not, directly and/ or indirectly, sell, agree to sell, assign, transfer, sub-let, pledge, create a lien or otherwise encumber in any manner whatsoever or suffer a lien upon, the ordered Products.
  14. Sub-Contracting
    1. The Vendor shall be entitled to use subcontractors for discharging its obligations, only upon a prior written consent of GNH. Even where such a consent is granted, Vendor is liable for due supply of the Products and observance by approved subcontractors of all the terms and conditions of the Contract as if Vendor himself supplied the Products.
  15. Compliance of Laws
    1. Vendor shall, and shall ensure that it and its employees, agents and approved sub-contractors shall, when working in connection with the Contract, comply with all applicable laws, rules, regulations and guidelines including but not limited to environmental, occupational health and safety legislation, child labour laws, anti-corruption laws, environmental laws, export-control laws. In particular the Vendor shall comply with The Drugs and Cosmetics Act, 1940 and The Drugs and Cosmetics Rules, 1945 as amended, modified or re-enacted from time to time, in respect of quality, safety and efficacy of the Products. The Vendor shall provide evidence of compliance with applicable laws (including but not limited to permits, inspections, certificate of analysis etc) on the request of GNH.
    2. The Vendor shall supply the Products to GNH by following Good Distribution Practices (GDP) by World Health Organisation (“WHO GDP”) and good distribution practice guidelines of Central Drugs Standard Control Organisation (“CDSCO”) as well as data integrity guidelines and quality risk management principles.
    3. As regards drugs meant for export, the Vendor shall in addition to what is stated in 15.1 and 15.2 above, follow respective country regulations pertaining to quality, safety, efficacy of drugs and international commerce regulations.
    4. The Vendor shall promptly inform GNH of any action initiated by or against them by any governmental, statutory or regulatory body or any other third person. Such information shall be given by the Vendor to GNH no later than 2 days from the date of initiation of the action.
  16. Representation & Warranties
    Vendor represents and warrants to GNH that:
    1. Vendor is licensed, registered, or qualified under local law, regulations, policies, and administrative requirements to manufacture and supply the Products, and no regulations or other obligations prohibit it from providing such Products; 
    2. Vendor is qualified to supply the Products to GNH, has the relevant approvals, licenses and registrations, has obtained all necessary permissions, consents, authorizations and registrations, has made the relevant notifications necessary for the discharging of the obligations resulting from the supply of the Products and such approvals, licenses and registrations are fully valid and effective;
    3. no claim, suit, proceedings, or investigations by government/regulatory bodies exists, nor is the Vendor aware that any such claim, suit, proceedings, or investigations by government/regulatory bodies is imminent that could have a deleterious effect on the Vendor’s ability to perform his obligations according to the Contract or which would cause the invalidity or unenforceability of the Contract; 
    4. the supply and delivery of the Products by the Vendor to GNH shall be in compliance with applicable laws, rules and regulations.
    5. it will only use duly qualified, trained and experienced persons for the supplies of the Products specified in the Contract. The Vendor shall ensure that its employees, authorised sub-contractors exercise such a standard of due care which Vendor is bound to in the Contract, in connection with the supplies of the Products specified in the Contract.
    6. Supplying the Products under the Contract is in no conflict with other obligations of the Vendor and that execution of the Contract is in no conflict with the terms and conditions stipulated in any agreement entered into by the Vendor with a third party. 
    7. the Products or their use, sale or consumption, pursuant to the Contract do not and will not infringe any patent, trademark, copyright, design or other intellectual property right and there is no unauthorized use of proprietary rights of any third party.
  17. Force Majeure
    1. Neither party shall be liable to the other for its failure to perform as a result of an act of war, hostility, terrorism, riots, pandemic, civil disorders or blockages, act of God, fire, flood, earthquake or other natural catastrophes, acts of government, (each a “Force Majeure Event”) which acts are outside the control of the obligated Party and have a material impact on the performance of the obligated Party. However, if either Party is unable to perform its obligations due to a Force Majeure Event for a period of sixty (60) days or more, the other Party shall be entitled to terminate the Contract by notice in writing to the non-performing Party. 
  18. Termination
    1. GNH may terminate the Contract or any part thereof without liability to the Vendor in any of the following events:
      1. If the Vendor becomes bankrupt or goes into liquidation or if a receiver or administrator is appointed for any of the assets of the Vendor or the Vendor ceases or threatens to cease to carry on business or if a corporate insolvency resolution is made in respect of the Vendor. 
      2. If the Vendor fails to comply with any of the terms and conditions of the Contract
      3. If the Vendor fails to deliver the Products on the Delivery Date or delivers less than the agreed quantity of the Products.
      4. If the Vendor delivers damaged or defective Products or Products that do not conform to the Purchase Order/Contract. 
      5. In case of any customer complaint or recall of the Products.
      6. If the Vendor sells or offers to sell a material portion of its assets or is subject to a direct change of ownership of it shares resulting in 50% or more of its issued share capital becoming legally or beneficially the property of the new owner.
    2. In the event of termination as set out above –
      1. GNH shall have the option whether to take delivery of all finished products for which Purchase Orders had already been placed or to cancel all pending Purchase Orders.
      2. GNH shall not be liable to the Vendor for any damages sustained by reason of the termination.
      3. GNH shall have all rights and remedies provided at law and in equity including the right to claim damages.
  19. Relationship
    1. Nothing in the Contract shall constitute or be construed as constituting an agency, partnership, joint venture, master-servant or employer-employee relationship between Vendor and GNH.
  20. Indemnification
    1. Vendor shall indemnify, defend and hold harmless, on demand, GNH and its officers, directors, employees and agents from any losses, costs, damages, fees or expenses,  including reasonable attorneys’ fees arising out of any claim relating to (i) delay or failure to deliver the Products or agreed quantity of the Products (ii) any breach of the Contract by Vendor; (iii) breach of any warranty as provided herein or otherwise provided by law; (iv) any violation of any applicable laws, regulatory approvals, rules or regulation in performance of the Contract by Vendor, its employees or agents; or (v) negligence, fraud, misrepresentation or willful default by Vendor, its employees or agents (vi) claims by third parties that the Products cause damage/harm to property or bodily injury or are unfit for consumption (vii) recall of the Products (viii) third party claims that the Products infringe third party intellectual property rights
  21. Governing Law and Dispute Resolution
    1. The Contract is governed by and shall be construed in accordance with the laws of India and subject to clause 21.2 below, the courts at Mumbai shall have exclusive jurisdiction.
    2. Any dispute arising out of or in connection with the Contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in accordance with the Arbitration Rules of the Mumbai Centre for International Arbitration (“MCIA Rules”), which rules are deemed to be incorporated by reference in this clause. The seat of the arbitration shall be Mumbai, India. The Tribunal (as defined in the MCIA Rules) shall consist of a sole arbitrator jointly appointed by the Parties. The language of the arbitration shall be English. The law governing this arbitration agreement shall be the Arbitration & Conciliation Act, 1996, as amended, modified, or replaced from time to time.
  22. General
    1. Any notice required or permitted to be given by either party to the other under the Contract shall be in writing addressed to that other party at the respective addresses set out in the Purchase Order.
    2. No waiver by GNH of any breach by the Vendor shall be considered as a waiver of any subsequent breach of the same or any other provision.
    3. If any provision of the Contract is held by a court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract and the remainder of the provision in question shall not be affected thereby.
    4. The Vendor shall not without the express prior written consent of GNH, assign to any third party the Contract or any part thereof or any right, benefit, obligation or interest therein or thereunder.