TERMS AND CONDITIONS FOR SALE

  1. VALIDITY & APPLICABILITY

These General Terms and Conditions (“Terms and Conditions”) shall apply to the quotes, quotations, RFQs and sale of products (“Products”) by Starcell Biotech LLP (“Starcell”) unless Starcell has executed a separate written agreement with the buyer (“Buyer”) which expressly supersedes these Terms and Conditions.

All Products supplied by Starcell are specialised pharmaceutical products supplied strictly on a firm-order basis.

For the purposes of these Terms and Conditions:
(a) “B2B Buyer” means any buyer purchasing Products for resale, distribution, institutional use, named-patient supply, managed access programs, government supply, or export, and not as an end consumer.
(b) “Consumer Buyer” means an individual or entity qualifying as a “consumer” under the Consumer Protection Act, 2019.

  1. OFFER

On receipt of an enquiry from the Buyer, Starcell shall provide a tentative ExWorks (EXW) price quote valid for thirty (30) days. Within this period, the Buyer shall provide exact quantities and delivery terms, based on which Starcell shall issue a revised quote including freight and insurance, if applicable.

  1. PURCHASE ORDERS & SALES AGREEMENT
  2. Acceptance of Purchase Orders

Each written, signed and stamped purchase order or prescription (“Purchase Order”) shall be accepted by Starcell in writing through issuance of a Proforma Invoice. Upon issuance of the Proforma Invoice, the same shall constitute a binding agreement subject to these Terms and Conditions.

  1. Confirmation Timeline

Starcell shall confirm acceptance or rejection of Purchase Orders within five (5) business days of receipt.

  1. Purchase Order Requirements

Purchase Orders lacking a valid Purchase Order(PO) number, bill-to address or ship-to address shall not be accepted. 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 in relation to the purchase of the Products. The Buyer expressly waives its own terms and conditions, and only these Terms and Conditions shall govern the sale of the Products, unless otherwise expressly agreed by Starcell in writing.

  1. Cancellation Policy

An order shall be deemed confirmed upon issuance of a Proforma Invoice / Sales Order or written acceptance by Starcell, whichever is earlier.

Orders are non-cancellable and non-refundable once confirmed, except at Starcell’s sole discretion and with prior written approval. Orders are non-cancellable and non-refundable once confirmed, except as expressly provided under Clause 9A or Clause 9B, as applicable.

If cancellation is approved, the Buyer shall bear all costs incurred up to the date of cancellation, including procurement, regulatory, handling, logistics, storage and administrative costs. Any refund, if approved, shall be net of such costs and may be nil.

  1. DELIVERY
  2. Delivery Terms

Delivery shall be EXW, CNF or CIF as agreed, in accordance with Incoterms® 2020, and only after receipt of full payment unless credit is approved.

  1. Failure to Accept Delivery

If the Buyer fails to accept delivery or provide shipping instructions within thirty (30) days of readiness notification (Stock Alert given by the Starcell team), Starcell may store the Products at the Buyer’s risk.

Storage charges of USD 200 per week shall apply after fifteen (15) days free storage period.

If storage exceeds sixty (60) days, Starcell may sell or dispose of the Products after fourteen (14) days’ notice, or ship at the Buyer’s expense.

  1. Installment Deliveries

Starcell may make delivery in instalments and each instalment may be separately invoiced and paid for without regard to subsequent deliveries. Delay in delivery of any instalment shall not relieve the Buyer of his obligations to accept subsequent deliveries. Each instalment shall be treated as a separate contract and payment obligation, and the Buyer shall not withhold payment for any instalment due to delays or issues with other instalments.

  1. Delivery Dates

All delivery dates are estimates only, provided in good faith, and time for delivery shall not be of the essence. Starcell shall not be liable for any delay in delivery of the Products, howsoever caused, including delays resulting from Force Majeure events or the acts or omissions of third-party carriers. The Buyer shall not be entitled to reject or refuse acceptance of the Products solely on the grounds of any delay in delivery.

  1. RISK AND TITLE

Title to the Products shall be transferred to the Buyer upon Starcell’s receipt of the Price of the Products in full.

Notwithstanding that title therein may not yet have passed to the Buyer, the risk of loss or damage to the Products shall be transferred to the Buyer in accordance with the delivery terms EXW or CNF or CIF as per Incoterms 2020 as agreed between Starcell and the Buyer.

  1. PRICE AND PAYMENT TERMS
  2. Price Determination

The price of the Products shall be as set out in the applicable Proforma Invoice issued by Starcell (“Price”). Starcell reserves the right, by written notice to the Buyer prior to delivery, to revise the Price to reflect any increase in costs arising from new or increased taxes, government orders or notifications, changes in applicable laws, or any changes in delivery dates, quantities, or specifications requested by the Buyer and accepted by Starcell. Any revised Price shall be communicated in writing, and the Buyer shall confirm acceptance within five (5) business days, failing which Starcell may cancel the order without any liability.

  1. Price Inclusions

The Price shall be based on the applicable Incoterms® 2020 (EXW, CFR, or CIF), as specified in the Proforma Invoice or contract. Unless expressly stated otherwise, all Prices are exclusive of Goods and Services Tax (GST) and any other applicable indirect taxes, duties, or levies, which shall be payable by the Buyer in addition to the Price.

  1. Payment Terms

Unless otherwise agreed in writing by Starcell, the Buyer shall pay the Price in full, without set-off or deduction, within ten (10) days from the date of issuance of the Proforma Invoice. Where credit terms are extended, payment shall be made strictly in accordance with the credit period approved by Starcell in writing. Payments shall be made in the currency and by the method specified by Starcell, and all bank charges shall be borne by the Buyer.

  1. Late Payment Consequences

Time for payment shall be of the essence. Where payment is due against a Proforma Invoice and is not received within ten (10) days, Starcell shall be entitled, at its discretion, to revise the Price and issue a revised Proforma Invoice. In the case of credit payments, any failure by the Buyer to pay Starcell by the due date shall entitle Starcell, without prejudice to any other remedy available to it, to charge interest at the rate of eighteen percent (18%) per annum, calculated from the due date until the date of actual receipt of payment by Starcell.

  1. Set-Off and Termination Rights

Starcell shall be entitled to set off any amounts payable by it to the Buyer against any amounts owed by the Buyer to Starcell on any account whatsoever. In addition, Starcell may, without liability, suspend or cancel any order, withhold delivery, suspend credit facilities, or terminate the relationship if any amount remains overdue or if the Buyer’s financial condition becomes unsatisfactory in Starcell’s reasonable opinion.

  1. FORCE MAJEURE
  2. Events

Starcell shall not be liable to the Buyer, nor be deemed to be in breach of this Agreement, for any delay or failure in the performance of its obligations where such delay or failure arises from any event or circumstance beyond Starcell’s reasonable control, including but not limited to acts of God, natural disasters, explosions, floods, earthquakes, fires, accidents, epidemics or pandemics, war or threat of war, sabotage, civil unrest, governmental or regulatory acts, restrictions, orders, notifications, import or export restrictions, strikes, lockdowns, lockouts, labour disputes, shortages of raw materials, labour, fuel, parts or machinery, power failures, or breakdown of machinery (each a “Force Majeure Event”).

  1. Consequences

Upon the occurrence of a Force Majeure Event:
(i) the time for performance and delivery shall be extended for the duration of the Force Majeure Event;
(ii) the affected obligations shall be suspended to the extent impacted; and
(iii) the affected party shall notify the other party in writing within five (5) business days of becoming aware of the Force Majeure Event, providing reasonable details and the anticipated duration.

If the Force Majeure Event continues for a period exceeding forty-five (45) days, Starcell may terminate any pending orders by written notice to the Buyer without any liability for compensation, damages, or losses.

  1. Procurement and Refund Consequences

Where a Force Majeure Event occurs prior to completion of procurement of the Products, any cancellation or refund shall be at Starcell’s discretion, subject to deduction of all costs and commitments incurred.

Where procurement has been completed and Starcell has issued a stock arrival or equivalent notification, the order shall be deemed fulfilled from Starcell’s end and no cancellation or refund shall be permitted.

  1. Buyer’s Inability to Accept Delivery

If the Buyer is unable to accept delivery due to a Force Majeure Event, Starcell may, at its discretion, store the Products at the Buyer’s risk and cost until delivery can be resumed or terminate the order without further liability.

  1. No Automatic Cancellation or Refund

A Force Majeure Event shall not automatically entitle the Buyer to cancel any order or claim any refund, and any deviation shall require Starcell’s prior written consent.
This Clause shall be subject to Clause 9B where mandatory consumer refund obligations apply.

  1. REPRESENTATIONS AND WARRANTIES

Starcell represents that its Products shall conform to the description of such products as provided to the Buyer by Starcell in Starcell’s product listing. Except as expressly provided in these Terms and Conditions, Starcell does not give any further representations or warranties and all warranties, conditions, representations or other terms implied by statute or law or otherwise are excluded to the fullest extent permitted by law and Starcell shall not be liable to the Buyer in respect of any such matters.

  1. RETURNS, INSPECTION & DAMAGE CLAIMS
  2. No Returns After Delivery

Products once delivered shall not be returned or exchanged except for verified damage or incorrect supply attributable to Starcell.
Products correctly supplied shall not be eligible for return due to changes in therapy, prescription, patient condition or funding.

  1. Inspection and Claims

The Buyer shall inspect Products at delivery. Claims must be submitted within two (2) calendar days with invoice details, photographs and description.

  1. Remedy

STARCELL may, at its sole discretion, replace the affected quantity or issue a credit note or refund limited to the invoiced value. This shall be the sole and exclusive remedy.

  1. Exclusions

No refund, credit or replacement shall be provided where Products are improperly stored, opened, used, expired due to Buyer delay, or supplied under special / named-patient or managed access programs.

9A. RETURNS, REFUNDS & CREDITS – B2B / EXPORT SALES

This Clause 9A shall apply only to B2B Buyers.

9A.1 Firm Order Basis

All Products are supplied strictly on a firm-order basis. Once a Purchase Order is accepted and a Proforma Invoice is issued, the order shall be non-cancellable and non-refundable, except as expressly stated herein.

9A.2 Limited Refund Triggers

Refund, replacement, or credit may be considered only where:
(a) Products are damaged prior to transfer of risk;
(b) incorrect Products or quantities are supplied due to Starcell’s error;
(c) Products are expired at the time of delivery; or
(d) Products are formally declared Not of Standard Quality (NSQ) by a competent regulatory authority and such NSQ is solely attributable to Starcell.

9A.3 Inspection & Claims

The Buyer shall inspect Products upon delivery and notify Starcell in writing within two (2) calendar days, enclosing invoice details, batch numbers, photographs, and supporting evidence. Failure to do so constitutes irrevocable acceptance.

9A.4 Exclusions

No refund, replacement, or credit shall be permitted where:

  • Products are correctly supplied;
  • expiry results from Buyer delay or storage;
  • Products are opened, repackaged, relabelled, or improperly stored;
  • Products are supplied under named-patient, compassionate use, or managed access programs;
  • cancellation is sought due to therapy change, prescription change, funding issues, or market conditions;
  • Force Majeure occurs after procurement or stock confirmation.

9A.5 Remedy & Financial Limits

Any remedy shall be limited, at Starcell’s discretion, to replacement, credit note, or refund of the invoiced value. Any refund shall be net of all costs incurred and may be nil. No indirect or consequential damages shall be recoverable.

9B. RETURNS & REFUNDS – INDIA DOMESTIC / CONSUMER SALES

This Clause 9B shall apply only to Consumer Buyers.

9B.1 Statutory Savings

Notwithstanding anything contained elsewhere in these Terms and Conditions, nothing herein shall exclude or limit rights available to a consumer under applicable Indian law, including the Consumer Protection Act, 2019 and the Drugs (Prices Control) Order, 2013.

9B.2 No Change-of-Mind Returns

Medicines, once dispensed, are non-returnable and non-refundable except where refund or replacement is mandated by law.

9B.3 Mandatory Refund Circumstances

Refund or replacement shall be provided only where:
(a) the Product is expired at the time of sale;
(b) the Product is defective, adulterated, spurious, or NSQ, as confirmed by a competent authority;
(c) an incorrect Product is supplied contrary to prescription or invoice; or
(d) the Product is sold above the notified ceiling price under applicable law.

9B.4 Procedure

Consumers shall raise complaints within forty-eight (48) hours of delivery or discovery, supported by invoice, packaging, and batch details. Approved refunds shall be processed within fourteen (14) business days.

9B.5 Abuse Prevention

Starcell reserves the right to verify claims with manufacturers or regulators and deny refunds in cases of misuse, improper storage, tampering, or fraud.

  1. INTERNATIONAL SHIPMENTS

For international orders where returns are not feasible due to regulatory or customs restrictions, Starcell may offer a credit, partial refund or require compliant disposal, at its discretion.

  1. LIMITATION OF LIABILITY

Starcell’s liability shall be strictly limited to replacement or invoiced value of affected Products. Starcell shall not be liable for indirect, incidental or consequential losses.

This limitation shall be subject to non-waivable statutory rights available to consumers under applicable law.

  1. INDEMNITY

The Buyer shall indemnify, defend, and hold harmless Starcell, including its directors, officers, employees, and agents, from and against any and all third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
(a) the use, resale, distribution, storage, handling, labeling, repackaging, or further processing of the Products by the Buyer;
(b) any combination or integration of the Products with other medical products or any other products not supplied by Starcell; or
(c) any breach by the Buyer of applicable laws, including the Drugs and Cosmetics Act, 1940 and related rules, except to the extent such claims arise directly from Starcell’s proven willful misconduct or gross negligence.

  1. INSOLVENCY

If the Buyer:
(a) enters into any compromise, arrangement, or settlement with its creditors;
(b) becomes insolvent, is unable to pay its debts as they fall due, or ceases or threatens to cease carrying on business;
(c) is admitted into corporate insolvency resolution under the Insolvency and Bankruptcy Code, 2016, or if a corporate insolvency resolution professional (interim or otherwise), liquidator, receiver, or similar authority is appointed over any part of the Buyer’s assets or undertaking; or
(d) goes into liquidation, whether voluntary or compulsory (other than for the purpose of bona fide amalgamation or reconstruction),

Starcell shall, without prejudice to any other rights or remedies, be entitled to suspend or cancel any pending orders and suspend further deliveries without any liability to the Buyer.

In addition, where the Products have been delivered but not paid for, all outstanding amounts shall become immediately due and payable, notwithstanding any prior credit terms or agreements to the contrary.

  1. GENERAL
  2. Notices

Any notice required or permitted to be given by either party to the other under these Terms and Conditions shall be in writing addressed to that other party at its registered office or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.

  1. Waiver

No waiver by Starcell of any breach by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.

  1. Severability

If any provision of these Terms and Conditions 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 these Terms and Conditions and the remainder of the provision in question shall not be affected thereby.

  1. Entire Agreement

These Terms and Conditions, together with any Proforma Invoice and Purchase Order accepted by Starcell, constitute the entire agreement between Starcell and the Buyer with respect to the subject matter hereof, and supersede all prior discussions, communications, or understandings (whether oral or written), except where a separate agreement is executed in writing.

  1. Amendments

No modification or amendment of these Terms and Conditions shall be valid unless made in writing and signed by authorized representatives of both Parties.

  1. Independent Contractors

Nothing in these Terms and Conditions shall be construed as creating any partnership, joint venture, or principal-agent relationship between the Parties. Each Party shall act as an independent contractor.

  1. Assignment

The Buyer shall not assign or transfer its rights or obligations under these Terms and Conditions without the prior written consent of Starcell. Starcell may assign its rights or delegate its obligations, in whole or in part, without requiring consent.

  1. GOVERNING LAW & DISPUTE RESOLUTION

a.

These Terms and Conditions shall be governed by the laws of India. Subject to clause (b) below, the courts at Mumbai shall have exclusive jurisdiction.

b.

Any dispute arising out of or in connection with these Terms and Conditions, 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.

Terms & Conditions