Business Terms

Payment

Our standard payment terms for export are 30% advance and balance 70% TT on B/L copy sight, unless otherwise specifically agreed in writing. No discount may be taken/requested post finalisation of Proforma Invoice. All payments shall be made to Two Roots Co.’s designated bank account in the currency mentioned in the Proforma & Invoice and for the same amounts as specified in our pertinent Invoice.

Prices, Duties and Taxes

Unless otherwise specifically agreed in writing, prices are FOB Mundra / FOB Mumbai. Prices exclude, inter alia, any duties and taxes of the importing country. Duties, taxes, fees, levies, and other compulsory payments applicable to the import of Goods to the Buyer’s country, as well as sea/air freight, express, insurance and delivery charges, shall all be borne and paid in full by Buyer, unless otherwise expressly greed upon in writing.

Delivery

Any delivery dates noted on our Proforma Invoice are subject to reasonable adjustment. Title of the Goods shall pass to Buyer only once Two Roots Co. has been paid in full for the Goods. Delivery terms for standard orders, where MOV & MOQ are met, will be FOB Mundra/Mumbai unless otherwise agreed upon in writing.

Retention of Title

Title shall pass to Buyer only upon full payment by Buyer of the price of the Goods and following all other outstanding debt payable by Buyer to Two Roots Co (if any). Buyer shall, at our request, take any measures necessary under applicable law to protect our title in the Goods, and lawfully notify Buyer’s present or potential creditors of Two Roots Co.’s title on and interest in the Goods. Buyer acknowledges that so long as title has not been transferred in the Goods, it holds the Goods as bailee and fiduciary agent for the Seller and shall safely and securely store and keep the Goods separate and in good condition, clearly showing our ownership of the Goods and shall respectively record our ownership of the Goods in its books.

Warranty

1. We warrants that Goods sold, meet their descriptions or specifications, subject to use, storage and application thereof in accordance with and based on Two Roots Co.’s standard tolerances, instructions of use and recommendations.
2. Buyer expressly aggress that no warranty, that is not specifically agreed upon in writing, will be claimed or otherwise adhered to by the buyer and/or any entity or person(s) acting as an agent on behalf of the Buyer.
3. No warranty is made with respect to any Goods that have been subject to accident, negligence, alteration, improper care, improper storage, improper maintenance, mishandling, abuse, or misuse.

Liability

1. Buyer shall inform Two Roots Co. within 30 days after delivery of the Goods, in writing, for any matter or reason whereof it is alleged that Goods are not in accordance with the agreed upon description. Goods delivered shall be deemed to have been supplied, delivered, and accepted in all respects in full conformity with the purchase agreement and the Buyer shall be entitled neither to reject the same nor to raise any claim for damages or for other remedy in respect of any alleged negligence and/or breach of warranty and/or any condition.
2. In any claim, brought subject to the conditions above, Buyer must prove to the satisfaction of Two Roots Co. that our instructions for use, care, storage, maintenance, handling, and application were followed for the Goods.
3. Our liability, under any claim and in connection with any possible allegation, whether based on negligence, contract, or any other cause of action, shall be limited to either (i) the replacement of the Goods or the supply of equivalent goods; (ii) the repair, or payment of the cost of repair, of the Goods; or (iii) credit in an amount equal to the purchase price specified in our invoice, or in an amount of equivalent goods, all at our sole option.
4. Any and all warranties, undertakings, guarantees or assurances provided herein by us, are specifically limited to Buyer, and not imputed by us, whether directly or indirectly, expressly or impliedly, to any other person or entity, including any subsequent buyer or user, bailee, licensee, assignee, employee and agent of Buyer.

Default

Upon failure of Buyer to pay any amounts due to Two Roots Co., or in the event of any breach or anticipated breach by Buyer of any Contract with us, or if Buyer shall either (i) become insolvent, (ii) call a meeting of its creditors, or (iii) make any assignment for the benefit of creditors, or if (iv) a bankruptcy, insolvency, reorganization, receivership or reorganization proceeding shall be commenced by or against Buyer, then, in each such occasion, Two Roots Co. may, at its sole discretion, opt to (1) cancel any and all Contract(s) with Buyer (without waiving any of our rights to pursue any remedy against Buyer); (2) claim return of any Goods in the possession of Buyer, the title of which has not passed to Buyer; (3) defer any shipment hereunder; (4) declare forthwith due and payable all outstanding bills of Buyer under any and all Contract(s); and/or (5) sell all or part of the undelivered Goods, without notice at public and/or on private sale, while Buyer shall be responsible for all costs and expenses of such sale and be liable to us for any shortfall in the discharge of the amounts due to Two Roots Co.

Cancellation

Orders manufactured in whole or in part, pursuant to Buyer’s specifications, may not be cancelled except with our prior written consent, on terms which will compensate Two Roots Co. for any resulting losses.

No-Assignment

No rights or obligations of Buyer arising out of any or all Contract(s) may be assigned without the express prior written consent of us.

Force Majeure

Should Two Roots Co. be prevented from effecting deliveries of the Goods or any of them by reason of either an act of god, insurrection, riot, war hostilities, terror attacks, warlike operations, piracy, arrests, restraints or detainments by any competent authority, strikes or combinations or lock- out of workmen, fire, floods, droughts, earthquakes, permanent or temporary delay or inability to obtain labour, material or services through our usual and regular sources, or any other circumstances (whether of a nature similar to those specified, or not) beyond the absolute control of Two Roots Co, then, in each such cases, our obligation to effect deliveries hereunder shall be suspended until after such prevention shall cease to continue. Two Roots Co. shall not be liable for, and be relieved from, any loss or damages of any kind resulting from the causes mentioned herein above.

Advice

Any provisions specified or implied by herein or elsewhere notwithstanding, any advice, recommendation, information, assistance or service provided by Two Roots Co. in relation to the Goods or in respect of their use or application is given in good faith, shall be deemed accepted by Buyer without imputation of any liability to Two Roots Co., and it shall be the responsibility of Buyer to confirm the accuracy and reliability of the same in light of the use of which Buyer makes or intends to make of the Goods.

Entire Agreement

These general terms of sale merges and incorporates the entire and exclusive terms and conditions for sale of the Goods. Any and all intellectual property rights in connection with the Goods, which are and shall always remain in the Seller’s exclusive and complete ownership under all circumstances whatsoever, notwithstanding any sale of Goods and whether the Goods shall be standard Goods or manufactured to a specific order. The Buyer shall refrain, at all times and for whatever purpose from infringing, contesting, disputing or questioning such rights, patents, trademarks, titles or interests, nor shall it aid or allow others to do so, regardless of whether directly or indirectly. No modification or waiver of any provision hereof shall become valid and effective except upon a written instrument duly signed beforehand by Two Roots Co. No waiver by either party of any default of the other party shall be deemed a waiver of any subsequent or other default.

Law and Arbitration

Any dispute arising out of or in connection with any Contract shall be finally settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce (“ICC”), as shall be in effect from time to time.

All agreements shall be governed by the laws of India. In case of failure of arbitration, all disputes hereunder shall be resolved in the applicable courts of New Delhi, India.