General Terms and Conditions of Sale (B2B)

1. Scope

1.1 These terms apply to all quotations, orders and contracts for the sale and export of dehydrated onion and other food products by KlarHarvest to business customers ("Buyer"). They do not apply to consumers. 1.2 Deviating terms of the Buyer apply only if KlarHarvest has agreed to them in writing. Acceptance of goods or payment does not constitute agreement to the Buyer's terms. 1.3 Product specification sheets, the certificate of analysis of each lot, and the order confirmation form part of the contract. In case of conflict: order confirmation, then specification sheet, then these terms.

2. Quotations and orders

2.1 Quotations are valid for the period stated (normally 7-10 calendar days). After expiry, KlarHarvest issues a new quotation; prices are not held. 2.2 A contract is concluded when KlarHarvest confirms the Buyer's order in writing (e-mail suffices) or, if earlier, when the Buyer's advance payment is received against a proforma invoice. 2.3 Upon order confirmation KlarHarvest commits raw material with the producing plant. Cancellation or reduction after confirmation is possible only with KlarHarvest's written consent and against reimbursement of costs incurred.

3. Product, specification and quality

3.1 Goods are supplied in accordance with the agreed specification sheet. Indicative values on the website are not a guarantee. 3.2 Every lot is tested by an accredited laboratory; the certificate of analysis (COA) is provided to the Buyer before loading. The Buyer's written release - or the absence of an objection within 2 working days of receipt of the COA - authorizes shipment. 3.3 Natural variation in color, pungency and appearance within the agreed ranges does not constitute a defect. Agreed reference samples define acceptable ranges where applicable. 3.4 Samples are provided for evaluation; the COA of the sample lot describes the sample, not the commercial lot, whose own COA governs.

4. Prices and payment

4.1 Prices are stated per kilogram net, in USD, on the agreed Incoterm (Incoterms® 2020) and exclude import duties, import VAT and destination charges unless expressly included. 4.2 Unless agreed otherwise: 50 % advance on order confirmation; balance against copy of the bill of lading / before release of original documents. Other terms (documents against payment, letter of credit, open account) as agreed in writing. 4.3 Payments are due without deduction; bank charges outside India are borne by the Buyer. In case of late payment, KlarHarvest may charge interest at 12 and withhold documents or further shipments. 4.4 Title to the goods passes on full payment.

5. Delivery, Incoterms and risk

5.1 Delivery is made on the Incoterm stated in the order confirmation (typically FOB Pipavav or CIF/CFR named port, Incoterms® 2020). Risk passes according to that Incoterm. 5.2 Delivery periods are indicative unless confirmed as binding in writing; they begin upon receipt of the advance payment and all information required (specification, label artwork, shipping instructions). Vessel schedules, port congestion and similar events outside KlarHarvest's control extend delivery periods accordingly. 5.3 For CIF/CFR deliveries, KlarHarvest selects the carrier and route with due care; the Buyer's requested schedule is accommodated where possible. 5.4 Partial shipments are permitted where agreed or reasonable.

6. Packing, labeling and private label

6.1 Standard export packing as per specification sheet. Private-label packing per the Buyer's artwork; the Buyer warrants that its artwork and label content comply with the law of the destination and do not infringe third-party rights, and indemnifies KlarHarvest accordingly. 6.2 KlarHarvest applies lot codes and QR codes to every bag; the Buyer may not remove or alter them before resale unless agreed.

7. Documents

7.1 KlarHarvest provides the document set stated in the order confirmation (commercial invoice, packing list, certificate of origin, phytosanitary certificate, certificate of analysis, bill of lading; health certificate and others where agreed) and sends drafts for the Buyer's review before issue. The Buyer checks drafts within 2 working days; costs of corrections requested after issue are borne by the party responsible for the error. 7.2 Import licenses, registrations and permits in the destination country are the Buyer's responsibility.

8. Inspection, notice of defects and remedies

8.1 The Buyer inspects the goods on arrival and notifies KlarHarvest of visible defects within 5 working days of delivery and of hidden defects within 5 working days of discovery, in writing, stating the lot code(s), with photographs and, where relevant, sample retention. Late notice excludes claims for the defect concerned. 8.2 Claims regarding quantity or condition at loading are assessed against the loading documentation (count, weights, photographs, video, seal number). Transit damage is a matter for the carrier/insurer under the applicable Incoterm. 8.3 Where goods do not conform to the specification, KlarHarvest will, at its option, replace the non-conforming goods, grant a price reduction, or take the goods back against credit. Further claims are limited as set out in clause 10. Retained samples and the laboratory report of the lot are the reference in case of dispute; where the parties disagree, an independent accredited laboratory agreed by both parties tests the retained sample, costs borne by the party whose position is not confirmed.

9. Force majeure

Neither party is liable for failure to perform caused by events beyond its reasonable control, including crop failure, government export restrictions or bans, port closures, epidemics, war, strikes, and extraordinary weather. The affected party notifies the other promptly; obligations are suspended for the duration; either party may terminate affected orders if the event lasts longer than 60 days, without liability beyond return of advance payments for undelivered goods.

10. Liability

10.1 KlarHarvest is liable without limitation for intent, gross negligence, injury to life, body or health, and under mandatory product-liability law. 10.2 In all other cases KlarHarvest's liability is limited to foreseeable, typical damage and capped at the invoice value of the affected delivery; liability for indirect and consequential losses (lost profit, production downtime, recall costs beyond the goods' value) is excluded to the extent permitted by law. 10.3 The Buyer is responsible for the suitability of the goods for its intended use, including the choice of microbiological tier appropriate to its process.

11. Confidentiality

Each party keeps the other's non-public information - prices, specifications, supply sources, customer identities - confidential and uses it only for the contract. KlarHarvest does not disclose the Buyer's identity to producing plants. This obligation survives the contract for 3 years.

12. Compliance and ethics

KlarHarvest supplies goods produced in plants holding a valid food-safety certification (BRC or equivalent) and commits to lawful labor practices in its supply chain. The Buyer complies with applicable sanctions, export-control and anti-corruption laws.

13. Data protection

Personal data of the parties' contact persons is processed for contract performance in accordance with KlarHarvest's Privacy Policy [link].

14. Governing law and disputes

14.1 These terms and all contracts are governed by the laws of India, [with / without] application of the UN Convention on Contracts for the International Sale of Goods (CISG). 14.2 Disputes are resolved [by arbitration under the rules of (institution, seat, language) / before the courts of (place)]. Before initiating proceedings, the parties attempt an amicable settlement within [30] days.

15. Final provisions

15.1 Amendments require written form (e-mail suffices). 15.2 If a provision is invalid, the remainder stays in force; the invalid provision is replaced by one that comes closest to its economic purpose. 15.3 The English version of these terms is [authoritative / equally authoritative with the German version - decide].

Internal note: send these terms (PDF) with every quote and reference them in the order confirmation; keep the German AGB version aligned; review annually.