Mr.

Kitchies MOU / Business Rules & Regulations

Terms and Conditions of Supply

1. Definitions and interpretation

1.1In these Terms:

Contract means a contract between the parties for the sale and supply of Products
entered into in accordance with Clause [3];
Customer means the customer for the Products as specified in Ideal Foods Confirmation
of Sale.
Force Majeure Event means an event, or a series of related events, that is Outside the
reasonable control of the party affected (including power failures, industrial disputes
affecting any third party, changes to the law, disasters, explosions, fires, floods, riots,
terrorist attacks and wars);
Prices Means the prices for the Products, as sent by the Supplier to the Customer.

Products Means the products which may be or are purchased by the Customer from the
Supplier under these Terms (as per Confirmation of Sale)
Supplier Means Ideal Foods Ltd, a limited company incorporated in India, registration
number (4173954) having its registered office at The 193/41 sector 19 pratap nagar
sanganer jaipur-302033 (Rajasthan). India

Terms Means these terms and conditions of supply.

1.2 The ejusdem generis rule is not intended to be used in the interpretation of these Terms;
it follows that a general concept or category utilized in these Terms will not be limited by any
specific examples or instances utilized in relation to such a concept or category.
2. These Terms
These Terms and Confirmation of Sale contain the only conditions upon which the Supplier
will deal with the Customer, and they govern all Contracts to the exclusion of all other terms
and conditions.
3. Contracts
[3.1 Each order for Products given by the Customer to the Supplier will be deemed to be an
offer by the Customer to purchase Products from the Supplier subject to these Terms.
3.2 In order for a Contract to come into force:
a) The Customer must submit an order to the Supplier and must give to the Supplier its
express written acceptance of these Terms; and
b) The Supplier must send to the Customer an order confirmation; and upon the issue of
an order confirmation by the Supplier a Contract will come into force between the
parties.
4. Delivery
4.1 Unless otherwise agreed in writing:
a) All Products will be delivered by the Supplier to the Customer's premises
b) The Supplier will be responsible for arranging loading, carriage, transport, Unloading
and insurance for the Products
c) The Supplier will be responsible for paying all costs relating to loading, carriage,
transport, unloading and insurance of the Products; and
 d) Risk in the Products will pass from the Supplier to the Customer when the Products
are delivered to the Customer.
4.2 If the parties agree that [delivery / collection] of the Products under a Contract will be by
installments, each installment will constitute part of a single Contract, and not separate
Contracts.
4.3 Any date or dates for [the delivery / the making available for collection] of the Products
agreed by the parties as part of a Contract will not be of the essence of the Contract.
5. Title
5.1 Legal and equitable title to the Products will pass from the Supplier to the
Customer upon the later of:
a) [Delivery / collection] of the Products; and
b) receipt by the Supplier of all amounts due from the Customer to the Supplier [under
the relevant Contract / under any Contract [or other agreement]].
5.2 Until title to the Products has passed to the Customer:
a) The Customer will hold the Products as fiduciary agent and bailee of the Supplier;
b) The Customer will: (i) store the Products in a secure, safe, dry and clean environment
separately from other products and goods; (ii) ensure that the Products are easily
identifiable as belonging to the Supplier; (iii) not deface, destroy, alter or obscure any
identifying mark on the Products or their packaging; (iv) ensure that no charge, lien
or other encumbrance is created over the Products; and (v) deliver up the Products to
the Supplier upon demand.
5.3 The Supplier shall be entitled without further notice to inspect or recover possession of
any Products to which it retains title; and the Customer grants to the Supplier and its
employees and agents an irrevocable license to enter at any time any premises where the
Products are or may be situated for the purpose of inspecting or removing any such Products
the title in which has remained with the Supplier.
5.4 The Supplier may bring an action for the Prices of Products and any other amounts due
under a Contract, notwithstanding that title to the Products has not passed to Customer.
6. Customers obligations
6.1 The Customer will not without the Supplier's prior written consent make or give any
promises, representations, warranties or guarantees:
a) on behalf of the Supplier; or
b) in relation to the Products (other than those set out in a Contract in relation to the
Products or otherwise mandatory under applicable law).
6.2 Without prejudice to the Supplier's obligations under Clause [8], the Customer must
comply with all applicable laws, rules and regulations relating to, and must obtain all
licenses, permits and approvals required in relation to:
a) the marketing, promotion and advertising of the Products; and
b) import, export, distribution, sale, supply and delivery of the Products.
7. Prices and payment
7.1 The Supplier may issue an invoice for the Prices under a Contract to the Customer at any
time after [the Contract has come into force / the Products have been dispatched to the
Customer/the Products have been made available for collection by the Customer.
7.2 The Customer will pay the Prices to the Supplier within [30] days of the date of issue of
an invoice issued in accordance with Clause [7.1].
7.3 All amounts payable under a Contract are exclusive of all value-added and other taxes
and duties which will be payable by the Customer, where applicable or unless otherwise
agreed.
7.4 If the Customer does not pay any amount properly due to the Supplier under or
in connection with a Contract, the Supplier may:
a) charge the Customer interest on the overdue amount at the rate of [8]% per year
above the base rate of [HSBC Bank Plc] from time to time (which interest will accrue
daily until the date of actual payment, be compounded quarterly, and be payable on
demand); or
 b) claim interest and statutory compensation from the Customer pursuant to the Late
Payment of Commercial Debts (Interest) Act 1998.
8. Warranties
8.1 The Supplier warrants that:
a) the Supplier has (or will have at the relevant time) the right to sell the Products;
b) the Products are free from any charge or encumbrance, subject to Clause [5] [and
subject to any other charge or encumbrance disclosed or known to the Customer
before the relevant Contract is made]
c) the Customer shall enjoy quiet possession of the Products, subject to the rights
referred to in Clause [8.1(b)]
d) the Products correspond to any description of the Products supplied by the Supplier
to the Customer
e) the Products are of satisfactory quality
f) the Products are fit for any purpose expressly [or impliedly] [(but not merely
impliedly)] made known by the Customer to the Supplier before the relevant Contract
is made
g) the Products correspond to any sample of the Products supplied by the Supplier to
the Customer, and will be free from any defect making their quality unsatisfactory,
which would not be apparent on reasonable examination of the sample
h) the Products will comply with all laws, rules, regulations applicable to the marketing
and sale of the Products in the United Kingdom [and all standards agreed between
the parties]; and
i) the Products will bear all mandatory marks and signs associated with the laws, rules,
regulations and standards referred to in Clause [8.1(h)]
8.2 All of the parties' warranties, liabilities and obligations in respect of the subject matter of
each Contract are expressly contained in these Terms or elsewhere in the relevant Contract.
Subject to Clause [10.1] and to the maximum extent permitted by applicable law, no other
terms concerning the subject matter of a Contract will be implied into that Contract or any
related contract.
9. Complaints, credits and replacements
9.1 The Supplier will promptly and in any event within [7] Business Days, fully respond to all
reasonable enquiries and complaints by the Customer relating to the quality, performance
and durability of the Products.
9.2 If Products do not comply with any warranty given by the Supplier under a Contract, the
Customer must advise the supplier within 7 days from receipt of goods and may with the
prior agreement of the Supplier return those Products for either (at the option of the
Supplier):
a) full credit of the price paid to the Supplier for such Products [(excluding original
delivery and related charges);
b) replacement Products; or
c) A credit note in respect of the Price of the Products (to be offset against future
purchases from the Supplier).
9.3 Products returned under Clause [9.2] must be properly packed and returned to [an
agreed address] within [30] Business Days of receipt of the Products by the Customer. Any
Products returned in contravention of this Clause will not be the subject of any credits or
replacements and the Customer will continue to be liable for payment of the Price in respect
of such Products.
10. Limitations and exclusions of liability
10.1 Nothing in the Contract will:
a) limit or exclude the liability of a party for death or personal injury resulting from
negligence;
b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by
that party;
 c) limit or exclude any liability of a party under Section 12 of the Sale of Goods Act 1979
or Section 2 of the Supply of Goods and Services Act 1982;
d) limit any liability of a party in any way that is not permitted under applicable law; or
e) Exclude any liability of a party that may not be excluded under applicable law.
10.2 The limitations and exclusions of liability set out in this Clause [10] [and elsewhere in
the Contract]:
a) are subject to Clause [10.1]
b) govern all liabilities arising under the Contract or in relation to the subject matter of
the Contract, including liabilities arising in contract, in tort (including negligence) and
for breach of statutory duty; and
c) will [not limit or exclude / limit and exclude] the liability of the parties under the
express indemnities set out the Contract.
10.3 The Supplier will not be liable in respect of any loss of profits, income, revenue, use,
production or anticipated savings.
10.4 The Supplier will not be liable for any loss of business, contracts or commercial
opportunities.
10.5 The Supplier will not be liable for any loss of or damage to goodwill or reputation.
10.6 The Supplier will not be liable in respect of any loss or corruption of any data, database
or software.
10.7 The Supplier will not be liable in respect of any special, indirect or consequential loss or
damage.
10.8 The Supplier will not be liable for any losses arising out of a Force Majeure Event.
10.9 The Supplier's aggregate liability under the Contract will not exceed the greater of:
a) [amount]; and
b) the total amount paid or (if greater) payable by the Customer to the Supplier under
the Contract.
11. Contract term and termination
11.1 Each Contract will come into force in accordance with Clause [3], and will continue in
force until the earlier of:
a) the later of completion of: (i) [delivery / collection] of all Products; and (ii) the receipt
by the Supplier of all amounts due to the Supplier under the Contract; and
b) the termination of the Contract in accordance with the provisions of this Clause.
11.2 A Contract may be terminated in the following circumstances:
a) either party may terminate a Contract immediately by giving written notice to the
other party if the other party commits any material breach of any term of the
Contract;
b) the Supplier may terminate any Contract immediately by giving written notice to the
Customer if the Customer fails to pay to the Supplier any amount due under [the /
any] Contract by the due date for payment; [and
c) the Supplier may terminate any Contract immediately by giving written notice to the
Customer if the Customer fails to [accept delivery of the Products / collect the
Products] on the date agreed in the relevant Contract.]
11.3 Either party may terminate any Contract immediately by giving written notice to the
other party if:
a) the other party: (i) is dissolved; (ii) ceases to conduct all (or substantially all) of its
business; (iii) is or becomes unable to pay its debts as they fall due; (iv) is or
becomes insolvent or is declared insolvent; or (v) convenes a meeting or makes or
proposes to make any arrangement or composition with its creditors;
b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or
similar is appointed over any of the assets of the other party;
c) an order is made for the winding up of the other party, or the other party passes a
resolution for its winding up (other than for the purpose of a solvent company
reorganization where the resulting entity will assume all the obligations of the other
party under the Contract)
 d) (where that other party is an individual) that other party dies, or as a result of illness
or incapacity becomes incapable of managing his or her own affairs, or is the subject
of a bankruptcy petition or order.
12. Effects of termination
12.1 Upon termination of a Contract, all the provisions of that Contract will cease to have
effect, save that the following provisions of these Terms will survive and continue to have
effect (in accordance with their terms or otherwise indefinitely): Clauses [1, 5, 6, 7.4, 9, 10,
12 and 13].
12.2 Termination of a Contract will not affect either partys accrued rights (including accrued
rights to be paid and accrued rights to a remedy for breach of condition or warranty) as at
the date of termination.
13. General
13.1 No breach of any provision of a Contract will be waived except with the express written
consent of the party not in breach.
13.2 If any provision of a Contract is determined by any court or other competent authority
to be unlawful and/or unenforceable, the other provisions of the Contract will continue in
effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part
of it were deleted, that part will be deemed to be deleted, and the rest of the provision will
continue in effect (unless that would contradict the clear intention of the parties, in which
case the entirety of the relevant provision will be deemed to be deleted).
13.3 Contracts may not be varied except by a written document signed by or on behalf of
each of the parties.
13.4 The Supplier may freely assign its rights and obligations under a Contract without the
Customers consent. Save as expressly provided in this Clause or elsewhere in a Contract,
neither party may without the prior written consent of the other party assign, transfer,
charge, license or otherwise dispose of or deal in a Contract or any rights or obligations
under a Contract.
13.5 Each Contract is made for the benefit of the parties, and is not intended to benefit any
third party or be enforceable by any third party. The rights of the parties to terminate,
rescind, or agree any amendment, waiver, variation or settlement under or relating to a
Contract is not subject to the consent of any third party.
13.6 Subject to Clause [10.1]:
a) these Terms and Order Confirmation will constitute the entire agreement between the
parties in relation to the subject matter of the Contract, and supersede all previous
agreements, arrangements and understandings between the parties in respect of
that subject matter;
b) neither party will have any remedy in respect of any misrepresentation (whether
written or oral) made to it upon which it relied in entering into a Contract; and neither
party will have any liability other than pursuant to the express terms of a Contract.

13.7 Contracts will be governed by and construed in accordance with the laws of [India] and
the courts of [India] will have exclusive jurisdiction to adjudicate any dispute arising under or
in connection with a Contract.