Perin Healthcare Private Limited
1.1 In these Conditions the following definitions apply:
Application of these Conditions
1.1 These Conditions apply to all business dealings between Perin Healthcare and its Customers (including companies, public institutions, or other organizations).
1.2 These Conditions form part of every Contract and override any prior terms of purchase or supply.
1.3 Any terms proposed by the Customer shall only apply if expressly agreed in writing by Perin Healthcare.
1.4 No variation of these Conditions or of any Order shall be binding unless confirmed in writing by authorized representatives of both parties.
2.1 The cost of the Goods shall be as mentioned in the Order or, if not specified, according to Perin Healthcare's prevailing charge schedule. Prices valid on the date of dispatch together with applicable Goods and Services Tax (GST) shall apply.
2.2 Hospital supply pricing shall follow National Pharmaceutical Pricing Authority (NPPA) norms.
2.3 Prices may be revised with at least 14 days' written notice, or immediately if costs rise due to factors outside Perin Healthcare's control.
2.4 Customers may not transfer contractual rights without written consent.
2.5 Orders imply consent for credit checks.
3.1 Perin Healthcare may invoice the Customer in part or full after acceptance of the Order.
3.2 Payments must be made in full, without deductions, to Perin Healthcare's nominated bank account within the specified period.
3.3 Acceptance of bills of exchange requires prior written agreement; related charges are borne by the Customer.
3.4 Payments are deemed received once at Perin Healthcare's free disposal.
3.5 Late payments attract statutory default interest; all outstanding invoices become immediately due.
3.6 Perin Healthcare may set off liabilities against sums owed by the Customer.
3.7 Advance payment may be required for partial deliveries.
3.8 Advance payment is required for new customers or imports unless otherwise agreed.
3.9 If financial instability is detected, Perin Healthcare may suspend supply until advance payment is secured.
Wholesalers must maintain systems ensuring pharmacovigilance, safety, and traceability in line with PvPI and CDSCO requirements. Records must allow rapid contact in case of recalls or corrective actions.
5.1 Delivery shall follow agreed Incoterms or Perin Healthcare's instructions.
5.2 Risk transfers upon delivery.
5.3 Goods must be inspected within seven (7) days; rejection is only permitted if not saleable.
5.4 Delivery dates are indicative; delays caused by Customer obligations are not Perin Healthcare's liability.
5.5 Goods may be delivered in instalments.
5.6 Delivery notes shall include:
6.1 Perin Healthcare is not liable for delays caused by Customer's failure to provide delivery site or instructions.
6.2 If delivery is postponed at Customer's request, payment is due as if delivered on time.
6.3 Delayed acceptance may incur penalties of 1% per week (maximum 5%).
6.4 Force Majeure events relieve liability; contracts may be terminated if such events last over 30 days.
6.5 Title remains with Perin Healthcare until full payment.
6.6 Goods must be stored properly and insured.
6.7 Customer must notify Perin Healthcare of third-party claims or seizures.
6.8 Goods may be resold only in the ordinary course of business if payments are not overdue.
6.9 In case of breach, Perin Healthcare may withdraw from the Contract and reclaim Goods.
6.10 If retention of title is not legally enforceable, equivalent rights shall apply.
7.1 Liability is governed by this Clause.
7.2 Liability is not excluded for death, personal injury, or fraud.
7.3 Exclusions also apply to representatives and agents.
7.4 Indirect or consequential losses are excluded; liability is capped at sums payable under the Contract.
7.5 Customer indemnifies Perin Healthcare for losses caused by breach.
7.6 Customer must maintain adequate insurance.
8.1 Goods are deemed accepted unless defects are reported within five (5) days.
8.2 Warranty Period: ninety (90) days from delivery. Goods shall:
8.3 Remedy: replacement or refund at Perin Healthcare's discretion.
8.4 If defects arise from third-party products, Perin Healthcare may assign claims against suppliers.
8.5 Warranty exclusions include misuse, negligence, modification without consent, or use after defect notification.
9.1 Hospital-priced products may only be used internally or supplied to hospitals for their own use.
9.2 Customer must inform Perin Healthcare of termination of supply contracts.
9.3 Goods must be resold in original packaging; breaking hospital packs is prohibited.
10.1 Returns are only permitted under Clause 8.3 or if expressly agreed.
10.2 Perin Healthcare may destroy returned Goods in line with CDSCO recall guidelines, without compensation.
11.1 Customer must keep all Confidential Information secure.
11.2 Disclosure is permitted only if required by law or regulators.
11.3 Compliance with Indian IT Act, 2000 and applicable data protection rules is required.
12.1 Perin Healthcare may terminate if:
12.1.1 Customer commits a material breach not remediable.
12.1.2 Breach is not remedied within fourteen (14) days.
12.1.3 Payments remain overdue beyond thirty (30) days.
12.1.4 Regulatory approvals are revoked.
12.1.5 Customer becomes insolvent under the Insolvency and Bankruptcy Code, 2016.
12.2 Termination does not affect accrued rights or liabilities.
13.1 The Contract shall be governed by the laws of India (excluding the UN Convention on Contracts for the International Sale of Goods).
13.2 The courts of Mumbai, Maharashtra, India shall have non-exclusive jurisdiction.
13.3 Invalid provisions shall be replaced by terms closest to their intended purpose.