These Conditions of Sale apply to all Products supplied to you by A2Zxpress Pharma unless you enter into a formal written supply agreement with us.

If you enter into a formal written supply agreement for Products with A2Zxpress Pharma, the contractual relations between A2Zxpress Pharma and you will be governed by the terms of that agreement.

In these Conditions of Sale:

The words “we”, “our” and “us” means A2Zxpress Pharma and the words “you” and “your” means the Account Owner Account means your account with A2Zxpress Pharma for the purchase of Products

Account Owner means the company or person(s) at whose request we agree to open an Account Conditions of Sale means these A2Zxpress Pharma Products Account

Conditions of Sale.

A2Zxpress Pharma means A2Zxpress Pharma

GST means goods and services tax chargeable pursuant to the

GST Act.

GST Act means the Goods and Services Tax Act 1985 as amended or replaced.

HSNO Act means the Hazardous Substances and New Organisms Act 1996 as amended or replaced from time to time. Payment Date means, as determined by A2Zxpress Pharma in its sole discretion, the date of delivery of Products to you, or a specified date following delivery as set out in any credit terms we agree with you in writing; or if we specifically agree that Products are to be delivered on consignment, the payment date will be determined by reference to the date you uplift the consigned Products.

PPSA means the Personal Property Securities Act 1999 as amended from time to time.

Premises means the land, properties or buildings to which the Products are to be delivered (as specified by you in an order).

Products means the products, including but not limited to fuel products, supplied or to be supplied by A2Zxpress Pharma to you.

Deliveries

(a) We may make, or arrange to be made, deliveries of Products to you by such means of delivery and in such tanks or other containers as we may, in our sole discretion, decide.

(b) We will use reasonable endeavours to deliver Products to you as you order them and in accordance with our delivery schedule, provided that you give us adequate notice of your specific Product requirements (including the quantity or volume of each Product required, the location to which the Products are to be delivered and the date by which you require delivery), take delivery in accordance with our delivery schedule and comply with our ordering and delivery policies and requirements (as amended from time to time).

(c) We will not be responsible or liable to you in any way for delays or defaults in delivery or any part thereof or for any direct or consequential loss or damage arising from such delays or defaults.

(d) You are liable for, and responsible for payment of, any forged or fraudulent orders issued by, or that purport to be issued by, you.

  1. Risk and Title

(a) Risk in Products supplied to you by us will pass to you when we have delivered the Products to you at your Premises.

(b) Title in Products supplied to you by us will pass to you when you have paid for the Products in full.

(c) In the case of consigned Products, risk in the Products will pass to you when you uplift the Products, and title will pass to you when you have paid for the Products in full.

(d) If you have not paid us in full on a Payment Date, you must allow us or any agents appointed by us access to any Premises or premises you may occupy without notice to search for, view, inspect and remove any of the Products we have supplied and which you have not paid for in full. You grant us an irrevocable right to enter onto the Premises to enforce our rights under this condition.

4.Prices

(a) The prices for the Products are those as advised by us from time to time, unless otherwise agreed between us and you in writing

(b) We may, in our absolute discretion, increase or decrease the prices from time to time. Without limiting the foregoing, we may do so to provide for an increase or decrease in taxes, charges, imports or duties of whatsoever nature levied by or in compliance by us with any legislation, requirement, request or recommendation of, any government or body, authority or tribunal constituted by or under the laws of India in respect of or in relation to the importation, refining, manufacture, transportation, storage, distribution, purchase or sale of the Products.

(c) You must pay the price of the Products plus any applicable GST. We will issue invoices which comply with the GST Act for all Products which are delivered by us under these Conditions of Sale.

5.Payment

(a) You will pay us in full the amount specified in each invoice on or before the Payment Date by direct debit, or such other payment method approved by us in writing.

(b) If you pay other than by direct debit, we will not be deemed to have received payment in full until the funds have been honored or cleared to the credit of our bank account.

(c) We may alter or revoke any credit or payment terms agreed with you at any time without prior notice.

(d) If you are purchasing Products from us on credit terms and you do not pay us in full for all amounts due on a Payment Date:

(i) every amount then owed by you to us, whether due for payment or not, will become immediately payable; and

(ii) we may require you to pay cash on delivery for all future deliveries until further notice; and

(iii) you agree that you will be liable to us for any internal or external expenses, costs or disbursements (including legal fees and collection commissions) we incur in recovering amounts you owe us

(e) If the direct debit we initiate on your bank account is dishonored:

(i) you must on invoice pay our current Dishonour Fee in addition to the balance outstanding on the Account. You must also on invoice pay our current Dishonour Fee for any and each subsequent dishonour; and

(ii) we may on notice to you re-present the direct debit initiated on your bank account.

(f) Any disputed invoices must be paid by you in full, pending the resolution of such dispute.

6. Health, Safety, Security and the Environment You must at all times at your own cost, and promptly at our request, comply with all our reasonable requirements with regard to the safety and security of, and environmental standards at, the Premises and of your business, and the health and safety of persons working on or present at the Premises. Without limiting the generality of the foregoing, you must carry out any alterations to your Premises that we may require to ensure that health, safety, security and environmental standards at your Premises and of your business are of a standard satisfactory to us.

7. Measurement

(a) You must accept our measurements of the quantity of Products delivered but you may appoint a representative at the time and place of delivery to check weights and measurements.

(b) You must accept, as complete evidence of delivery and liability to pay, our invoices and delivery receipts (or photocopies of them). Pending settlement of any dispute arising as to the quantity stated on any invoice or delivery receipt, you must pay on the basis of the invoiced quantity.

8. Defects and Shortages

(a) We need not consider any claim by you in relation to:

(i) the quality of any Products unless:

1.you give us written notice of any claim you propose to make, specifying fully the facts on which the claim is based, within three working days of the alleged defect coming to your attention;

2.you use your best endeavours to minimise loss and damage arising from the alleged defect; and

3.you give us reasonable opportunity to take samples of, and inspect and test, the Products in respect of which the claim is made; or

(ii) Discrepancies in quantities of Products in the amount stated on any cash sale/invoice compared with the amount you received unless you notify us of the discrepancy within three working days of delivery. If you do not notify us, the amount stated to have been delivered shall be deemed correct.

9. Environmental Obligations

(a) You must take all reasonable and appropriate steps to minimise the risk of any loss of Products from equipment you use to store Products (“Storage Equipment”) including regular inspections of the Storage

Equipment.

(b)If you:

a.become aware of any spillage or loss of any Product, or any suspected contamination on the Premises which may be related to any Product; or

  1. detect or suspect the integrity of the Storage Equipment may be compromised; or
  2. become aware of any significant and unexplained variation between your records of Products stored in Storage Equipment and the actual amount of those Products delivered into the Storage Equipment, you must notify us promptly in writing giving full details of the relevant issue. You must not direct us to deliver any product into the Storage Equipment until the integrity of the Storage Equipment has been confirmed and notified to us in writing.

(c) You acknowledge that you are obliged under the HSNO Act to keep records and inventories monitoring the Products and agree that you will comply with those obligations. On request you must also give us correct copies of all your records and inventories monitoring the Products held by you.

10.Extent of Liability

(a) Our liability to you arising out of or in connection with these Conditions of Sale shall not in any case exceed the purchase price of the Products in respect of which such liability arises and this limitation shall apply to any liability however such liability may arise whether in contract or in tort, and including without limitation any liability arising out of our negligence or the negligence of our employees or agents.

(b) Notwithstanding clause

10

(a), we shall be under no liability to you for loss of profits, anticipated profits or revenue or business interruption or any indirect or consequential loss arising out of or in connection with these Conditions of Sale, howsoever caused.

(c) If you resell the Products to any third party you shall assume entire responsibility for, and shall indemnify us and hold us harmless against any and all losses, liabilities, claims, costs and expenses arising out of any such resale.

(d) For the avoidance of doubt (and without limiting the foregoing), we shall not be responsible for any damages whatsoever caused either to the Products supplied or as a result of the malfunction of such Products in the event that such Products are in any way adapted to use for which they are not specifically intended or if such

Products:

(i) have added to or have been added to components; or

(ii) placed in containers, by you or by any other person, which in either case are not recommended or approved by the manufacturer or supplier of such Products.

Conditions of Sale

and

(ii) the execution of such further documentation as we may reasonably require for that purpose.

(f) In the event of any inconsistency between these

Conditions of Sale and the PPSA, then to the extent permitted by the PPSA, the relevant provisions of these Conditions of Sale shall prevail.

(g) You agree that nothing in sections 114(1) (a), 133 and 134 of the PPSA will apply to these Conditions of Sale

(h) You waive your rights as borrower to:

(i) receive a statement of account under section 116 of the PPSA;

(ii) receive notice of any proposal by us to retain collateral under section 120(2) of the PPSA;

(iii) object to any proposal by us to retain any Collateral under section 121 of the PPSA;

11.Termination

We may close your account at any time on giving you notice, or at any time without giving notice if you have not operated your account for a period of twelve (12) months, and upon closure of your account any and all amounts owing by you to us will become immediately due and payable.

12. Change in Terms and Conditions

We reserve the right to vary, delete or supplement these Terms and Conditions by giving you written notice (which shall include publishing the changes on our website

13.Change in Account

Details

You must notify us of any change to your name, registered office or your principal place of business, or of any change in your directors (if you are a company) as soon as possible upon a change being effected.

14.Change of Bank Account

If there is any change to any bank account upon which a direct debit authority is held by us, you must notify us immediately by emailing a2zxpresspharma@gmail.com and arrange for a new direct debit authority with us before your next payment due date if so required.

15. Notice to you

When we give notice to you under these Terms and Conditions, we will give notice by post or email to the most recent address/email address notified to us. Where we give notice by post, you will be deemed to have been notified on the date of postage. Where we give notice by email, you will be deemed to have been notified on the date the email is sent.

16.Notice to us

Where you give notice to us under these Terms and Conditions, you must give notice by emailing to a2zxpresspharma@gmail.com. The notice shall not be effective until we receive it.

17. Consumer Guarantees Act

If the acquisition of Products pursuant to these Terms and Conditions is for the purposes of a business, you acknowledge

and agree that the provisions of the Consumer Guarantees Act 1993 do not apply.

18.Taxes & Duties

Unless precluded by legislation, we reserve the right to debit your Account with any government rates, taxes or charges which now are, or which in the future may be, imposed or charged upon your transactions, whether or not you are primarily liable for the impost or charge.