These terms govern the sale of goods by Orion Global Trade unless we and the buyer sign a contract that says otherwise. Where a signed sales contract, a confirmed purchase order or a letter of credit conflicts with anything here, the specific document prevails for that shipment.
Quotations and how a contract is formed
A quotation is an invitation to order, not an offer capable of acceptance. It is valid for the period stated on its face and is subject to prior sale and to the crop and freight position at the time the order is placed.
A contract comes into existence only when we issue a written order confirmation or proforma invoice accepting your purchase order. Any terms on your purchase order that add to or differ from these terms have no effect unless we have accepted them in writing.
Specification
Goods are supplied against the written specification recorded in the order confirmation. The specification is the whole of what is agreed on quality: it states the grade, the physical and chemical parameters that matter for the product, the test methods, the packing and the labelling.
Descriptions, photographs, typical analyses and indicative figures published on this website or in brochures are illustrative. They are not the specification and do not form part of the contract.
Agricultural produce varies between crops, lots and seasons. Colour, size, aroma and appearance will differ within the tolerances the specification sets. Where the specification is silent, goods conform if they meet the recognised trade standard for that product, origin and grade.
Prices, taxes and duties
Prices are quoted per unit in the currency and on the Incoterms 2020 rule stated in the quotation. Unless stated otherwise, prices exclude every tax, duty, levy, inspection fee and charge payable outside India.
Exports from India are zero-rated for GST, supplied under letter of undertaking or bond, or against a refund claim. Import duties, port charges, customs clearance costs, destination inspection fees and any tax payable in the destination country are the buyer’s, for every Incoterms rule except DDP.
Delivery terms
Delivery is on the Incoterms 2020 rule named in the order confirmation. The rule determines where delivery occurs, when risk passes, who contracts for carriage and insurance, and who clears the goods for export and import. Two points regularly cause confusion and are worth stating:
- Insurance. Under CIF we take out cover at the minimum required by that rule, Institute Cargo Clauses (C) or similar, unless the contract says otherwise. Under CIP the minimum is Institute Cargo Clauses (A). If you need wider cover, war and strikes cover, or a higher insured value, say so before the contract is confirmed and it will be priced in. Under every other rule, insuring the goods after risk passes is the buyer’s decision and cost.
- Delivery is not arrival. Under the C-rules risk passes when the goods are handed over for carriage, even though we pay the freight. Loss or damage in transit after that point is not a reason to withhold payment.
Shipment dates are estimates given in good faith and depend on vessel schedules, port and terminal operations, and the issue of regulatory certificates. Time is not of the essence unless the contract expressly says so.
Quantity tolerance
Because goods are packed to weight and shipped in full container loads, a tolerance applies to the contract quantity. Unless otherwise agreed, we may ship within five per cent above or below the contract quantity and invoice the quantity actually shipped.
Payment
Payment terms are those stated in the order confirmation. We normally trade on one of:
- an irrevocable letter of credit at sight, issued or confirmed by a bank acceptable to us and subject to UCP 600;
- advance payment by telegraphic transfer, in whole or as a deposit with the balance against shipping documents;
- documents against payment through banking channels.
All bank charges outside India are the buyer’s. Payment must be made in full, without set-off, deduction or counterclaim. Where a letter of credit is agreed, it must reach us within the period stated in the order confirmation and must match the contract in its terms; we are not obliged to ship against a credit whose terms we have not accepted.
Indian foreign exchange regulations require us to realise and repatriate export proceeds within the period prescribed under FEMA. Buyers are asked to keep to the agreed payment dates for that reason as well as the commercial one. Overdue sums carry interest at the rate stated in the order confirmation from the due date until payment.
Title and risk
Risk passes as the agreed Incoterms rule provides. Title to the goods does not pass until we have received payment in full and in cleared funds. Until then the buyer holds the goods as bailee, and must keep them identifiable and insured.
Packing, marking and labelling
Goods are packed in the material and unit weight recorded in the specification. Where wooden pallets or wooden packing are used, they are treated and marked in accordance with ISPM 15.
Shipping marks are applied as agreed. Retail and consumer labelling for the destination market (declared ingredients, allergen statements, nutrition panels, language requirements, lot coding and date marking) is the buyer’s responsibility to specify in writing before production. We will print to your artwork and instructions; we cannot verify that they satisfy the law of a market we do not sell into.
Inspection and claims
Each lot is released with a certificate of analysis against the agreed specification. Buyers may appoint an independent inspection agency to draw and test samples before shipment at their own cost, provided this is agreed at order confirmation and does not delay the shipment window.
Quality and condition claims are dealt with under our Quality, Testing and Claims Policy, which sets out the notification periods, the evidence required and the remedies available. Those provisions form part of these terms.
Regulatory compliance in the destination market
We supply goods meeting the agreed specification and the export requirements of India. The buyer is the importer of record and is responsible for confirming that the goods, their treatment, their packaging and their labelling are lawful in the destination market, including maximum residue levels, permitted treatments, contaminant limits, additive rules and any import permit or registration required.
Where a destination market’s limits differ from the specification, tell us before the contract is confirmed so that the specification can be written to meet them. A requirement discovered after shipment is not a defect in the goods.
Force majeure
Neither party is liable for failing to perform, other than to pay money already due, where performance is prevented or materially delayed by events beyond its reasonable control. These include crop failure, extreme weather, fire, flood, epidemic, war, civil unrest, terrorism, embargo, sanctions, government action, changes in export or import regulation, port or terminal closure, unavailability of vessel space or containers, and strikes or industrial action.
The affected party must notify the other promptly. If the event continues for more than sixty days, either party may cancel the unperformed part of the contract without liability, and any advance received for undelivered goods is refunded.
Sanctions and trade controls
Both parties undertake to comply with applicable sanctions and export control laws. We will not ship where doing so would breach them, and the buyer undertakes not to re-export or divert goods in breach of them. Cancellation on this ground is not a breach of contract by us.
Liability
Our total liability arising out of or in connection with a contract, whether in contract, tort or otherwise, is limited to the invoice value of the goods giving rise to the claim. We are not liable for loss of profit, loss of production, loss of contract, loss of goodwill, or any indirect or consequential loss.
Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot lawfully be excluded.
Governing law and disputes
Contracts on these terms are governed by the laws of India, in particular the Indian Contract Act, 1872 and the Sale of Goods Act, 1930. India is not a contracting state to the United Nations Convention on Contracts for the International Sale of Goods, and the Convention does not apply.
The parties will first attempt to resolve any dispute by discussion between senior representatives. Failing that, the dispute is to be referred to arbitration under the Arbitration and Conciliation Act, 1996, before a sole arbitrator, with the seat of arbitration in India at our registered office, and the proceedings conducted in English. The award is final and binding. Nothing prevents either party from applying to a court for interim protective relief.
General
A contract on these terms is the entire agreement between the parties on its subject matter and supersedes earlier discussions. No variation is effective unless agreed in writing. If a provision is held unenforceable, the remainder continues in force. A failure to enforce a term is not a waiver of it. No third party has rights under a contract on these terms.
Notices must be in writing and sent to the addresses in the order confirmation, or to us at the address shown on our Contact page or sales@orionglobalexports.com.