1. Parties
This Agreement is entered into between:
Seller (Exporter): SMART Associates, D. No. 102-6-9, Nava Bharath Nagar, Bommuru – 533101, Rajamahendravaram, East Godavari District, Andhra Pradesh, India. IEC No.: [IEC No.] · GST No.: [GST No.] · FSSAI: 102526107873413
Buyer (Importer): [Buyer Company Name], [Address], [Country], [Registration Number]
2. Products
The Seller agrees to sell and the Buyer agrees to purchase:
- Turmeric Powder, Moringa Powder, Banana Powder
- Cereals (specify type: Rice, Maize, Wheat, Millet, etc.)
- Quantity as per Purchase Order.
- Quality and specifications as mutually agreed.
3. Quality Standards
- Goods shall conform to agreed specifications.
- Seller shall provide quality certificates and laboratory reports, if required.
- Goods shall comply with export regulations of India and import regulations of the Buyer's country.
- Natural variation in agricultural products within acceptable industry standards shall not constitute a defect.
4. Price
- Prices shall be specified in the Proforma Invoice.
- Currency: USD/EUR/GBP or any mutually agreed currency.
- Prices may be quoted on FOB, CIF, CFR, or EXW basis according to the latest version of International Chamber of Commerce (ICC) Incoterms.
5. Payment Terms
Option A — Advance Payment: Buyer shall pay 40% advance upon confirmation of the order. Remaining 60% shall be paid immediately after completion of delivery and before release of original shipping documents.
Option B — Letter of Credit (LC): Buyer shall establish an irrevocable Letter of Credit in favour of Seller through a recognized international bank.
Option C — TT Transfer: Payment through Telegraphic Transfer (TT) as mutually agreed.
6. Packaging
- Goods shall be packed in export-worthy packaging.
- Packaging shall comply with importing country regulations.
- Seller shall not be liable for damage resulting from improper handling after shipment.
7. Inspection
- Buyer may appoint an independent inspection agency before shipment.
- Inspection costs shall be borne by the Buyer unless otherwise agreed.
- Seller's quality certificate shall be considered final in the absence of a third-party inspection.
8. Delivery Terms
- Delivery shall be made according to the agreed Incoterm.
- Estimated shipment dates are approximate.
- Seller shall not be liable for delays caused by customs, port congestion, shipping lines, government restrictions, or force majeure events.
9. Transfer of Risk
- Risk shall transfer from Seller to Buyer as per the agreed Incoterm.
- Seller shall not be responsible for loss or damage after risk has passed to the Buyer.
10. Shipping Documents
Seller shall provide:
- Commercial Invoice
- Packing List
- Bill of Lading / Airway Bill
- Certificate of Origin
- Phytosanitary Certificate (if required)
- Fumigation Certificate (if required)
- Insurance Certificate (for CIF shipments)
- Other documents required by importing country regulations
11. Import Permits and Compliance
- Buyer shall obtain all import permits, licenses, and approvals required in the destination country.
- Buyer shall be responsible for customs clearance and local taxes unless otherwise agreed.
12. Claims
- Buyer must notify Seller of any quality or quantity claim within 7 days of receipt of goods.
- Failure to notify within the specified period shall be deemed acceptance of goods.
- Claims must be supported by independent inspection reports.
13. Limitation of Liability
- Seller's liability shall not exceed the invoice value of the goods.
- Seller shall not be liable for indirect, consequential, or special damages.
14. Force Majeure
Neither party shall be liable for failure or delay caused by: natural disasters, war, pandemic, government restrictions, port strikes, shipping disruptions, or acts beyond reasonable control.
15. Confidentiality
Both parties shall keep confidential all commercial, financial, and technical information exchanged during the transaction.
16. Termination
Seller may terminate the Agreement if: the Buyer fails to make payments; the Buyer becomes insolvent; or the Buyer breaches any material term of the Agreement.
17. Dispute Resolution
- Parties shall attempt amicable settlement first.
- Any dispute shall be referred to arbitration under the rules of the International Chamber of Commerce.
- Arbitration venue: Vijayawada (or as agreed).
- Arbitration award shall be final and binding.
18. Governing Law
This Agreement shall be governed by the laws of India.
19. Anti-Corruption & Compliance
Both parties shall comply with: anti-bribery laws, anti-money laundering regulations, international trade sanctions, and export control laws.
20. Entire Agreement
This Agreement constitutes the entire understanding between the parties and supersedes all previous communications.
Additional Protection Clauses for Exporters
- 40% advance payment mandatory before production/shipment.
- Original shipping documents released only after full payment.
- Buyer responsible for import duties and destination taxes.
- No cancellation after production begins.
- Delayed payment interest at 18% per annum.
- Seller retains ownership of goods until full payment is received.
Chairman & Managing Director (CMD)
Signature with seal