Export terms

1.1These terms apply to every sale by Nutrify Private Limited (CIN U01611HR2026PTC145559), 1st Floor, Plot No. B & B1, Vanijya Nikunj, Enkay Centre, Udyog Vihar Phase 5, Gurugram, Haryana 122016, India ("we", "us"), of The Composta products to a business for delivery outside India (the "Buyer"). They apply together with our Terms of use. Where nothing here covers a point, the Indian law of sale of goods applies.

1.2If documents conflict, the order of precedence is: the signed or accepted proforma invoice or contract; then these Export terms.

1.3We sell abroad to importers, distributors and other businesses, and not to consumers. If a quote request comes from an individual who wants the goods for personal use, we may decline it. Our Terms of sale cover orders for delivery within India.

2.1We send a written Quotation in the currency agreed, valid for 15 days, which states the product, quantity, packing, price basis with its named place, lead time and payment terms. A contract is made when the Buyer accepts it in writing (or signs the proforma invoice) and we have received the advance payment due under it, or the letter of credit has been issued in a form we have accepted. Acceptance by email is writing. A contract made by exchange of emails is valid and enforceable, as the Information Technology Act, 2000 recognises.

2.2We may decline a request, or an acceptance that arrives after the Quotation has expired. If we decline after the Buyer has paid, we refund the payment in full.

2.3Minimum order is 1 tonne in a consolidated shipment, or a full 20 ft container, which typically carries 16 to 20 tonnes in 50 kg sacks. Packing is 25 kg and 50 kg woven sacks with an inner liner, palletised and shrink-wrapped; 1 tonne bulk bags and private-label retail packs can be quoted on request.

3.1Many countries restrict or prohibit the import of soil-type and manure-based products, and the rules change. No destination is routine for us, and we do not assume that any destination needs no permit.

3.2Before we accept an advance payment, and in any case before we ship, the Buyer must confirm in writing that it holds every import permit, registration, licence and certificate that the destination requires for these goods, and must list the documents it needs from us. We may ask for a copy of a permit. This confirmation is a condition of our obligation to ship. If the Buyer does not give it, we may decline the order, or, if the advance has been paid, treat the order as cancelled under the clause on what happens if a permit cannot be obtained.

3.3The following are examples of what a destination may require. They come from our reading of public sources, are a guide and not legal advice, and may be out of date. The Buyer must check the current rules with the authority in the destination and with its own adviser.

1. United States: soil and soil-type material, which can include castings and manure-based products, may not be imported without a permit from the United States Department of Agriculture's Animal and Plant Health Inspection Service (APHIS), applied for on form PPQ 525A. State registration and labelling rules for fertilisers and soil amendments also apply.
2. European Union, including Germany: manure-based organic fertilisers are subject to the animal by-product rules (Regulation (EC) No 1069/2009 and Implementing Regulation (EU) No 142/2011), which can require an approved plant in the exporting country, an official veterinary health certificate, entry through a Border Control Post and registration in TRACES. The product must also meet German national fertiliser law or Regulation (EU) 2019/1009, and labelling is expected in German. Whether a supply from India is possible at all is for the Buyer to confirm with the competent authority in Germany before ordering.
3. United Kingdom: import controls for animal by-products and organic fertilisers that contain manure can apply, including pre-notification on the IPAFFS system.
4. Australia: an import permit from the Department of Agriculture, Fisheries and Forestry may need to be held before the goods are imported, on the conditions in its BICON system.
5. Canada: the Fertilizers Act and Regulations of the Canadian Food Inspection Agency apply, an animal-health import permit may be needed for products that contain animal by-products, and labels must be in English and French.
6. United Arab Emirates: the Ministry of Climate Change and Environment may need to authorise the import, goods can be tested on entry, and labelling in Arabic is expected.

4.1We quote on an Incoterms 2020 rule published by the International Chamber of Commerce, followed by a precisely named place. For goods in containers we quote FCA (our unit, an inland container depot or an Indian port, as the Quotation names it), CPT or CIP (a named place of destination). In FCA we clear the goods for export from India.

4.2FOB, CFR and CIF are designed for sea freight that is not containerised. We quote them only for such cargo, or when the Buyer asks for one of them in writing and the Quotation records that the parties chose it knowingly. We do not quote EXW, because under EXW the Buyer would have to clear the goods for export from India.

4.3Under CIF we insure at the minimum cover of the Institute Cargo Clauses (C), and under CIP at the Institute Cargo Clauses (A), in each case for 110% of the invoice value, unless the parties agree otherwise in writing. Under other rules the Buyer arranges insurance, and we recommend that it does.

4.4The Incoterms rule decides who arranges and pays for carriage, who bears risk, and where risk passes. It does not decide when ownership passes, or how and when payment is made; those are set out in these terms.

5.1Payment is by bank transfer (telegraphic transfer) in the currency of the Quotation, normally 30% in advance and 70% against a copy of the bill of lading (or airway bill). For larger orders an irrevocable letter of credit at sight, issued or confirmed by a bank acceptable to us, can be used. A letter of credit is subject to the Uniform Customs and Practice for Documentary Credits (ICC publication 600, UCP 600), and we ship only after we have accepted its terms. Other terms apply only if agreed in writing.

5.2Each of us pays the charges of our own bank. The Buyer pays any charges of intermediary banks that would reduce the amount we receive below the invoiced amount, and must not deduct or set off any amount from the price.

5.3Fraud warning. We send our bank details only in the proforma invoice or a signed document, and we will never change them by email alone. Before paying, confirm the details by telephone using a number from our website. Report any suspicious message to us at once.

6.1The lead time is typically 10 to 20 working days from receipt of the advance for a container load, plus transit; the Quotation states the schedule. Partial shipments are allowed unless the Quotation says otherwise.

6.2Wooden pallets that we supply are heat-treated and marked under ISPM 15, the international standard for wood packaging.

6.3We always provide a commercial invoice, a packing list, a bill of lading or airway bill, and a non-preferential certificate of origin.

6.4We provide the following only where we can obtain it, and we say so in the Quotation: a phytosanitary certificate from India's national plant protection organisation, where the destination requires one, and a heat-treatment certificate for the pallets. We provide an analysis report only if a current laboratory report exists for the batch, and the Quotation says which report it is.

6.5We do not undertake to supply an official animal by-product health certificate, and we do not assume that one can be issued for these goods. If the destination requires any document we cannot obtain, we will tell you before you commit.

7.1The Buyer is the importer of record. It is responsible for knowing and meeting the product law of the destination, including registration of the product, labelling in the local language, the duties of an importer or responsible person under local law, and market surveillance, and for paying import duties, taxes and customs charges at the destination. We provide product information and the documents above to help, but we do not guarantee that a shipment will clear customs.

7.2The goods are sold as a product made in India. They are not CE-marked, they are not supplied as an EU fertilising product under Regulation (EU) 2019/1009, and we do not hold or claim any certification, listing or approval for them, unless a written agreement between us says otherwise. Our standard pack labelling is in English. If the Buyer needs different label text, or private-label packs, the Buyer supplies the text, is responsible for its content, and we print it only if we agree in writing.

7.3The Buyer will not say that the goods treat, prevent or control any plant disease or pest, or that they are certified organic, or make any other claim about them that we have not made in writing, and will not use our name, logo or drawings without our written permission.

7.4Each of us complies with the laws that apply to the sale, including anti-bribery laws, and with applicable sanctions and export-control laws. We may refuse to ship, or suspend or cancel an order, if shipping would breach those laws or if a party is subject to sanctions.

8.1If a required permit or certificate cannot be obtained, the Buyer must tell us at once, and before shipment if it learns of it then. We will agree with the Buyer either to hold the order for a reasonable time or to cancel it. If the order is cancelled for that reason, the advance is applied first to the costs we have already incurred for that order, such as production, packing and booking, and we refund the rest.

8.2If the Buyer confirmed that it held the permits and the goods are then held, refused or destroyed at the destination for lack of a permit, certificate or registration that the Buyer was responsible for, the Buyer bears the resulting costs, including storage, return, destruction and demurrage, and the invoice remains payable. This does not apply to the extent the problem was caused by our breach, for example goods not as described or a document that we undertook to provide being wrong.

9.1The Buyer may appoint an independent inspector, at the Buyer's cost, to check the goods before loading. The inspection must be arranged with us in advance and must not delay the agreed shipment date.

10.1Risk passes as the agreed Incoterms rule provides. Ownership of the goods passes to the Buyer when we have received payment in full.

11.1The Buyer must report any quality or quantity issue in writing, with photos, within 7 days of the goods arriving at the agreed destination. For a quality issue it must also seal and keep a representative sample from the delivered goods, labelled with the batch number, and send it for testing within 15 days of arrival. A claim made later, or for goods that have been used or mixed, may be declined.

11.2If we do not agree on a quality issue, the sample is tested by an independent laboratory that is accredited to ISO/IEC 17025 for the test concerned, which the parties agree in writing. If we cannot agree on a laboratory within 10 days, the dispute goes to arbitration under the clause on governing law and disputes and the tribunal may appoint an expert. We may have a portion of the sample tested too. The result binds both of us on the property tested, and the party whose position the result does not support pays the laboratory's fee.

11.3A destination authority's test or refusal of entry does not by itself show that the goods were defective, but it is evidence that we will consider together with the independent test.

11.4If a claim is accepted, our remedy is replacement of the affected goods or a credit for them, or a refund of their price if we cannot replace them, up to the invoice value of those goods. We are not liable for any other loss, such as loss of profit, resale, or demurrage, to the extent the law allows.

12.1Neither party is liable for a delay or failure caused by events outside its reasonable control, such as port closures, severe weather, strikes, epidemics or government action. We tell you promptly and agree a new schedule. If the event continues for more than 60 days, either party may cancel the affected part of the order, and we will refund any advance paid for goods not shipped, less costs we have already incurred.

13.1Each party keeps confidential the other's prices, specifications and business information that is not public, and uses it only for the order. This does not apply to information that becomes public through no fault of the party, or that the law requires to be disclosed.

14.1To the extent the law allows, our total liability under or in connection with an order is limited to the invoice value of the goods concerned, and neither of us is liable for indirect or consequential loss. Nothing in these terms limits liability for fraud, for death or personal injury caused by negligence, to a person injured by a defective product where the law gives that person a right that cannot be excluded, or for anything else that cannot be limited by law.

14.2Some destinations make an importer liable to people injured by a product it places on the market. The EU's Product Liability Directive (Directive (EU) 2024/2853), for example, applies to products placed on the EU market after 9 December 2026. We recommend that the Buyer holds product liability insurance for its market.

14.3Each of us tells the other promptly of any claim, recall or regulatory inquiry about the goods and cooperates with the other in dealing with it. If a third party recovers from one of us a loss that was caused by the other's act or fault, the first may recover from the other a fair share in proportion to that responsibility, subject to the limit above.

15.1The United Nations Convention on Contracts for the International Sale of Goods does not apply to these sales. India, the United Kingdom and the United Arab Emirates are not parties to it in any case, and the parties exclude it for every destination. These terms and the order are the whole agreement for the sale and are in English. A change is effective only if made in writing by both parties. Neither party may transfer its rights without the other's written consent. If part of these terms is invalid, the rest continues.

15.2Notices go to export@thecomposta.com (to us) and to the email address in the order (to the Buyer).

16.1These terms and every export order are governed by the laws of India. The parties will first try to settle a dispute by good-faith discussion for 30 days after written notice.

16.2Failing that, the dispute is finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed under those Rules. The seat of arbitration is Gurugram, Haryana, India; the language is English; and the Arbitration and Conciliation Act, 1996 applies. Hearings may be held by video. An award made in India can be enforced in the countries that are party to the New York Convention, under that Convention and the law of the country concerned.

16.3Either party may ask the courts at Gurugram, Haryana for interim relief in aid of arbitration, and may apply to any competent court to enforce an award.

17.1Nutrify Private Limited, 1st Floor, Plot No. B & B1, Vanijya Nikunj, Enkay Centre, Udyog Vihar Phase 5, Gurugram, Haryana 122016, India. Email export@thecomposta.com. Phone +91 90535 19734, Mon to Sat, 9 am to 6 pm IST.