TERMS AND CONDITIONS FOR SALE OF PRODUCTS
INTERVET INDIA PRIVATE LIMITED
1. DEFINITIONS AND APPLICATION
1.1 In these Terms and Conditions of Sale (these “Conditions”): “MSDAH” means Intervet India Private Limited also known as MSD Animal Health Limited, a company incorporated under the Companies Act, 1956 and existing under the Companies Act, 2013 (CIN U52311MH1996PTC099536) whose registered office is at 6th Floor, World Trade Center, Tower 5, Survey No 1, Kharadi, Pune -411014, India; the “Direct Customer” means the Stockist, Distributor, Super Distributor or veterinary doctors purchasing Products or materials (the “Products”) directly from MSDAH; each of MSDAH and the Direct Customer shall be a “Party”, and together they shall be the “Parties” to these Conditions; and “Contract” means an agreement between the Direct Customer and MSDAH for the purchase of the Products, of which these Conditions form part.
These Conditions apply to all purchases of Products by direct customers, on eShop platform.
2. BASIS OF CONTRACT
2.1 After receipt of the order for Products, MSDAH carrying and forwarding agents (“CFAs”) located across India verify the order. CFA will prepare invoice subject to the availability of Products and subject to minimum quantity and/or value, as stipulated by MSDAH from time to time.
An invoice for the Products given by MSDAH shall not constitute an offer. Each order for the Products constitutes an offer by the Direct Customer to MSDAH to buy the Products in accordance with these Conditions. The Direct Customer is responsible for ensuring that the terms of the order are complete and accurate. The Direct Customer shall be responsible for verifying invoices sent by MSDAH.
2.2 In case of contradiction, the terms and Conditions as agreed in the Agreement signed between Direct Customer and MSDAH shall apply to and supersede this terms and conditions.
The Contract constitutes the entire agreement between the Parties. The Direct Customer acknowledges that it has not relied on any statement, promise, representation, assurance, or warranty made or given by or on behalf of MSDAH which is not set out in the Contract.
2.3 These Conditions are applicable to the sale of all MSDAH animal health products and equipment.
3. TITLE AND RISK
3.1 Title and risk in the Products shall pass to the Direct Customer on delivery in accordance with Condition 6.4.
4. PRICE AND PAYMENT
4.1 All discount rates, prices, and pack sizes are subject to alteration and are quoted for delivery in India only. All prices quoted by MSDAH are exclusive of GST. However, if the rate of GST changes between the date of your order and the date of delivery, MSDAH will adjust the GST accordingly on the invoice.
You agree, understand, and acknowledge that the price displayed on the website is a Net Distributor Price (NDP) of the products listed and this is an indicative price only.
4.2 The price payable for the Products shall be the price applied in the invoice generated by MSDAH.
MSDAH’s CFAs will raise invoices and generate e-way bills on MSDAH behalf for the Products sold to Direct Customers. Direct Customers may exercise an option to purchase Products on credit if the same is agreed between MSDAH and such Direct Customers.
4.3 Payment is due and must be received by MSDAH within the period specified on the invoice. MSDAH shall have the right to withhold supplies of the Products in the event of payment for outstanding invoices not having been received by the due date.
The Direct Customer shall make all payments due under these Conditions in full without any deduction whether by way of set-off, counterclaim, discount, abatement, or otherwise unless the Direct Customer has a valid court order requiring an amount equal to such deduction to be paid by MSDAH to the Direct Customer.
4.4 Notwithstanding any other terms stated in these Conditions, MSDAH reserves the right to impose such credit limit or other payment terms as it deems fit and/or require that the Products be paid for in cleared funds before delivery.
MSDAH may charge interest on unpaid amounts from the due date of payment of a valid invoice (provided that such invoice complies with the requirements of this clause) at the rate of 18% per annum. MSDAH shall be entitled to sue for the price of Products in case of unpaid invoices.
4.5 All transactions shall be made in Indian Rupees only.
5. SPECIFICATION ALTERATIONS
5.1 MSDAH reserves the right to alter the specification of any Product without prior reference to the Direct Customer provided that the Product complies in all other known respects with the Direct Customer’s requirements.
6. DESPATCH / DELIVERY
6.1 The products will be supplied by MSDAH or one of our CFAs, on Door Delivery basis at the address of Drug License/s for Drugs and such address as indicated by Direct Customer for other Products /Equipment.
All delivery dates are estimates only and MSDAH shall not be liable in damages for any delay in delivery. If MSDAH does not deliver within 30 days from the date of the order, the Direct Customer may then cancel the order in whole or in part by serving written notice on MSDAH to that effect and MSDAH shall have no further liability in relation to the cancelled order.
6.2 Products are despatched by a route at MSDAH’s discretion.
Delivery shall take place when the Products reach the delivery address designated by the Direct Customer. All deliveries must be signed for by the Direct Customer (or its appointed representative).
6.3 MSDAH may deliver the Products by separate installments and invoice each installment separately. Each installment shall be a separate Contract and no breach, cancellation or termination of any one Contract relating to an installment shall entitle the Direct Customer to repudiate, terminate or cancel any other Contract or installment, provided however that MSDAH may suspend delivery of any installment whilst payment is overdue in respect of any previous installment.
Subject to this Condition 6.6, all returnable containers and pallets used in connection with deliveries shall remain the property of MSDAH. If the containers are not returned to MSDAH within a period of six (6) months, in good order and condition, then the Direct Customer will reimburse MSDAH the replacement cost of such containers.
7.1 In the event of availability constraints of certain products, MSDAH may supply the products on a pro-rata basis in proportion to past sales/availability.
7.2 MSDAH shall have no liability for any failure to deliver the Products.
8. LOSS / DAMAGE / DEFECT
8.1 The Direct Customer shall inspect the Products immediately upon delivery. The Direct Customer must notify MSDAH in writing of:
a) delivery of incorrect quantities of any Products;
b) any alleged defect in or damage to the Products which ought to be apparent on such an inspection;
in each case within one (1) working day of the delivery. If no claim is made by that date the delivery shall be deemed to be in accordance with the Contract, although this will not prevent the Direct Customer subsequently making a claim in relation to a latent defect in the Products that was not discovered on any such inspection. Any such notice must specify the particular defect and the Direct Customer must afford MSDAH a reasonable opportunity to inspect the Products in question.
8.2 If the Products are agreed by MSDAH to be defective or faulty MSDAH shall credit the invoice value of the Products and such credit will be in full satisfaction of any claim by the Direct Customer.
Unless otherwise provided in these Conditions, Product returns are subject to the return and refund policy.
10. RESALE AND EXPORTS
10.1 Direct Customer must ensure that the Products are not resold or supplied:
a) after their expiry date; and
b) outside India
11. INTELLECTUAL PROPERTY
12.1 The supply of the Products by MSDAH shall not confer any right upon the Direct Customer to use any of MSDAH’s trademarks without prior written consent of MSDAH and at all times such trademarks shall remain the property of MSDAH, nor does it imply any right to use any of MSDAH’s patents or any indemnity against infringement of third party patents.
13. REPRESENTATION AND WARRANTY
13.1 The Direct Customer shall not give any warranty or make any representation purportedly on behalf of MSDAH except when expressly authorized by MSDAH to do so.
14. LIABILITY AND INDEMNITY
14.1 To the fullest extent permissible by law, MSDAH shall not, under any circumstances, be liable for any loss of revenue, business contract, anticipated savings, profits, data or information, damage to property, or any indirect or consequential loss howsoever arising whether from negligence, breach of contract or otherwise. Nothing in the Contract or these Conditions shall limit or exclude the liability of MSDAH for:
a) death or personal injury resulting from negligence; or
b) fraud or fraudulent misrepresentation; or
c) any matter which it would be illegal for MSDAH to exclude or attempt to exclude.
14.2 Subject to Condition 14.1, the total aggregate liability of MSDAH to the Direct Customer arising out of or in connection with the Contract or these Conditions for any and all claims, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed the charges paid by Direct Customer under the Contract.
14.3 The Direct Customer shall indemnify MSDAH against all liabilities, costs, expenses, damages, and losses (including legal fees and expenses) incurred by MSDAH arising out of or in connection with any claim made against MSDAH by a third party arising out of, or in connection with, the supply of the Products, to the extent that such claim arises out of the breach, negligent performance or failure or delay in the performance by the Direct Customer, its agents or subcontractors.
15. FORCE MAJEURE
15.1 MSDAH shall not be liable for any failure to observe, or breach of, any of the terms hereof by reason of acts of God, war, riots, acts of terrorism, civil commotions, strikes, lock-outs, trade disputes, fires, breakdowns, interruptions of transport, Government action, disease, pandemic or epidemic, delay in delivery by MSDAH’s suppliers, or any other cause whatsoever beyond its reasonable control. In such circumstances, except where the Products are in transit, either MSDAH or the Direct Customer may terminate the unperformed part of any Contract by notice in writing delivered to the other Party within 14 days of MSDAH giving written notice to the Direct Customer of the occurrence of such action or circumstance as makes MSDAH fail to observe or breach the terms hereof.
16.1 Without prejudice to any other rights or remedies MSDAH may have under these Conditions or otherwise, MSDAH may, at its discretion, terminate the Contract if:
a) the Direct Customer fails to make any payment by the due date or becomes bankrupt;
b) the Direct Customer passes a resolution for winding up or a court of competent jurisdiction makes an order that the Direct Customer be wound up (in either case) otherwise than for the purpose of bona fide reconstruction or amalgamation;
c) a receiver, trustee in bankruptcy, administrator, administrative receiver or similar officer is appointed over or in respect of the Direct Customer’s undertaking, property or assets or any part thereof;
d) the Direct Customer makes or attempts to make any arrangement with or for the benefit of its creditors or is unable to pay its debts as they fall due; or
e) the Direct Customer ceases to carry on business, in which case MSDAH shall have the option to withhold or cancel further deliveries of Products, provided that failure on MSDAH’s part to exercise this option in respect of one or more deliveries shall not affect MSDAH’s right to exercise it in respect of other deliveries.
16.2 Termination of the Contract does not affect the accrued rights and liabilities of the Parties or the enforceability of any provisions of the Contract or these Conditions that are intended to remain in force after its termination.
16.3 On termination of the Contract for any reason, the Direct Customer shall immediately pay to MSDAH all amounts outstanding under the Contract.
16.4 Termination of the Contract, howsoever arising, shall not affect any of the Parties’ rights, remedies, obligations and liabilities that have accrued as at termination
16.5 Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.
17. GENERAL PROVISIONS
17.1 Assignment and other dealings: The Direct Customer shall not, without MSDAH’s prior written consent, assign or transfer or purport to assign or transfer the Contract or the benefit thereof to any other person whomsoever. These Conditions shall be binding upon, and shall insure to the benefit of, the Parties and their respective successors and permitted assigns.
17.2 Conflicts of Interest: In its performance of the Contract the Direct Customer shall adhere to the business practices that are in accordance with the letter and spirit of applicable laws (including, but not limited to, the Prevention of Corruption Act, 1988 and the US Foreign Corrupt Practices Act 1977), and ethical principles as follows:
a) All transactions in connection with the Contract shall be accurately reflected in the Direct Customer’s records, and no funds or other assets shall be paid directly or indirectly to government officials or persons acting on their behalf or to representatives of the other businesses for the purpose of influencing government decisions or actions with respect to MSDAH’s business;
b) The Direct Customer shall conduct its activities hereunder so as to avoid loss or embarrassment to MSDAH due to any real or apparent conflict of interest, and to require that all sub-contractors comply with such policy in connection with the Contract; and
c) MSDAH shall have the right to terminate the Contract, without any penalty or obligation to pay damages, upon violation of the business practices mentioned in this Condition by the Direct Customer, its employees, agents, representatives, sub-contractors or consultants.
17.3 Data Privacy and Security: “Personal Information” shall mean any information or set of information that identifies, or is used by, or on behalf of, MSDAH to identify an individual. Each Party shall comply with Data Protection Law in connection with its obligations under this Agreement. For the purposes of this Clause, “Data Protection Law” means any applicable data protection or privacy laws to which either Party, as applicable, is subject in connection with this Agreement.
17.4 Adverse Event: Direct Customer shall notify MSDAH of all VMP complaints within one (1) Business Day or three (3) calendar days, whichever is shorter, from the date of receipt of notice or information concerning at firstname.lastname@example.org . Refer your Agreement with MSDAH for a detailed Adverse Event clause.
17.5 Notices: Any notice required to be served by either Party on the other shall be served at the addresses set on the Direct Customer’s purchase order or as otherwise notified by one Party to the other. Notice shall be effective: (i) in the case of service by post, at the expiration of two business days after the day of un-returned posting; (ii) in the case of email InfoIN-India@merck.com of the recipient on the day on which it is sent; or (iii) in the case of personal service, when it is delivered. No other form of notice shall be effective as between the Parties.
17.6 Severance: If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
17.7 Waiver: A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17.8 Third party rights: A person who is not a party to the Contract shall not have any rights to enforce its terms.
17.9 Variation: Unless otherwise agreed in writing by MSDAH, the Products are supplied by MSDAH only on these Conditions and no variation or addition to these Conditions shall have effect unless MSDAH has signed a written agreement specifically referring to those terms and agreeing that they will so apply.
17.10 Governing law: The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of India.
17.11 Jurisdiction: Each party irrevocably agrees that the courts of Pune shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).
Updated on 08 May, 2023
RETURN AND REJECTION POLICY
1.1 Intervet India Private Limited (“MSDAH” or “us”) is a company incorporated under the Companies Act, 1956 and having its registered office at 6th Floor, Tower 5, World Trade Center, Survey No. 1, Kharadi, Pune – 411 014, Maharashtra.
1.2 MSDAH manages and operates a website https://www.shop.msd-animal-health.co.in/ (“Portal”) where users can place orders (“Purchaser”) to purchase licensed and non-licensed animal health products (“Products”).
1.3 The present product return and refund policy (“Return and Refund Policy”) outlines the procedures and policies to be followed for (a) return of the Products by the Purchaser and (b) refund.
Note: This Return and Refund Policy will be applicable only to purchase of Products made by Purchaser through MSDAH’s Portal and does not cover purchases made offline.
2. TERMS FOR RETURN OF PRODUCT AND REFUND
Please carefully read each section to fully comprehend the terms that will apply in the event of the return of a Product and refund.
2.1 Return policy:
2.1.1 Circumstances when Products can be returned:
(i) Products delivered do not match with the order.
(ii) Products delivered are incomplete or in damaged condition.
(iii) Products delivered are expired or unusable due to product quality issues.
(iv) If mutually agreed.
2.1.2 Ineligibility to return Products:
(i) Time window for returning the Products as defined by MSDAH has passed.
(ii) Products have been tampered with or show signs of use, e.g., Opened medicine bottle(s)/strip(s).
(iii) Products are not in the original condition in which they were delivered.
(iv) Products should match with batch number that was attached at the time of delivery, if applicable.
(v) Products are non-returnable.
2.1.3 Non-returnable Products:
Only vaccines are non-returnable
2.1.4 Process for return:
Any request for return shall be made by the Purchaser, as per terms of the independent contractual agreement with MSDAH, through e-mail to the concerned carrying and forwarding agent (“CFA”) since CFA is responsible for delivery of the Products to the Purchaser’s location.
2.2 Order cancellation/modification policy:
For cancellation/modification of orders for Products placed on the Portal, the Purchaser shall reach out to the concerned CFA i.e., the CFA who was responsible for processing orders and delivery of Products for which modification/cancellation is sought.
2.3 Refund Policy:
In order to get a refund on cancellation of a particular order, the Purchaser shall reach out to the concerned CFA i.e., the CFA who was responsible for processing orders and delivery of Products for which cancellation is sought.
3 MODIFICATION AND REVIEW OF THE POLICY
3.1 MSDAH reserves the right to modify and/or review the terms of the Return and Refund Policy from time to time.
3.2 The Purchaser must check Return and Refund Policy before making a transaction to ensure that they understand the terms and conditions applicable at the time.
3.3 The Purchaser accepts to be bound by the terms set forth in Return and Refund Policy without modification by consenting to use the Portal and/or submitting a request for the purchase of Products on the website.
For any assistance, feel free to email us at InfoIN-India@merck.com.
Updated on 08 May, 2023