1. General Application

These Terms and Conditions of Sale (“Conditions”) govern all sales of leather products (including handbags, duffels, and other goods, collectively, the “Goods”) by Ganges Grain Inc. (the “Seller”) to the wholesale buyer (the “Buyer”) through its website, catalogs, or any other means of purchase. By placing an order, the Buyer agrees to be bound by these Conditions to the exclusion of all other terms.

2. Orders and Pricing

  • Offer and Acceptance: All quotations, price lists, and product descriptions provided by the Seller are invitations to treat and do not constitute a binding offer. A contract of sale is only formed when the Seller issues a written Order Confirmation to the Buyer accepting the Buyer’s purchase order.
  • Minimum Order Requirements: All orders are subject to the following minimum requirements:
    • Minimum Order Quantity (MOQ): 150 units per order.
    • Minimum Order Value (MOV): $50.00 per order.
  • Pricing: All prices quoted are Ex-Factory prices and do not include sales tax, Value Added Tax (VAT), customs duties, tariffs, freight, insurance, or other shipping charges. The Buyer is solely responsible for all such charges and levies.

3. Payment Terms

  • Standard Terms: Payment for all Goods shall be made as follows:
    • 30% of the total invoice amount is due as an advance payment upon the Seller’s issuance of the Order Confirmation.
    • The remaining 70% of the invoice amount is due after the shipment of the Goods, payable upon receipt of final shipping documents (e.g., Bill of Lading, AWB).
  • Method of Payment: Payment must be made in the currency specified on the invoice and by the method agreed upon in writing by the Seller.
  • Retention of Title: Title to the Goods shall not pass to the Buyer until the Seller has received full and final payment for the Goods. Until such time, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall store the Goods in a way that they are clearly identifiable as the Seller’s property.
  • Late Payment: The Seller does not impose any penalty, interest, or late fee on overdue payments. However, failure to adhere to the payment schedule may result in the Seller withholding future orders and/or terminating this agreement.

4. Shipping, Delivery, and Risk

  • Incoterms and Risk of Loss: Unless otherwise agreed in the Order Confirmation, the Goods will be delivered in accordance with the following International Commercial Terms (Incoterms 2020):
    • EXW (Ex Works): The Buyer bears all risk and costs for the Goods from the Seller’s facility.
    • FOB (Free On Board): The Seller bears all costs and risks until the Goods are loaded onto the vessel or carrier, at which point risk of loss immediately transfers to the Buyer.
  • Delivery Dates: Any shipping or delivery dates provided are estimates only and time is not of the essence. The Seller is not liable for any delays in delivery.
  • Inspection and Claims for Discrepancies: The Buyer is responsible for inspecting all Goods immediately upon delivery.
    • Any claims for visible shipping damage, shortages, or discrepancies (wrong items) must be reported to the Seller in writing, with photographic evidence, within three (3) business days of receipt of the Goods. Failure to report within this period shall constitute irrevocable acceptance of the Goods.

5. Returns, Defects, and Warranty

  • Final Sale Policy: All sales of Goods are Final Sale. The Seller does not accept returns or exchanges for correctly fulfilled, non-defective wholesale orders.
  • Limited Warranty: The Seller warrants that the Goods shall be free from manufacturing defects for a period of six (6) months from the date of shipment to the Buyer.
    • This warranty does not cover defects or damage resulting from: normal wear and tear, misuse, accident, improper storage, unauthorized repair, or alteration by the Buyer or any third party.
  • Defective Goods Procedure:
    • Claims for Goods with manufacturing defects must be reported in writing within the 6-month warranty period and, in all cases, within three (3) business days of the defect being discovered.
    • The Buyer must provide clear photographic or video evidence of the defect.
    • The Seller’s sole obligation for a confirmed defect is limited, at its discretion, to the repair or replacement of the defective Goods, or a credit for the purchase price. The Buyer is responsible for all shipping costs related to returning defective Goods unless otherwise agreed.

6. Governing Law and Jurisdiction

  • Governing Law: These Conditions and any contracts formed hereunder shall be governed by and construed in accordance with the laws of the USA without regard to its conflict of law principles.
  • Jurisdiction and Dispute Resolution: Any dispute, controversy, or claim arising out of or relating to these Conditions, or the breach, termination, or invalidity thereof, shall be exclusively settled by binding arbitration in Sterling, Virginia, USA. Failing successful resolution through arbitration, the parties hereby submit to the exclusive jurisdiction of the Courts located in Sterling, Virginia, USA.

7. Intellectual Property

The Buyer acknowledges and agrees that all intellectual property rights, including but not limited to patents, copyrights, designs, trademarks (including “Ganges Grain”), and trade secrets in the Goods and on the website https://gangesgrain.com/, are and shall remain the exclusive property of the Seller. The Buyer shall not use, reproduce, or modify any intellectual property of the Seller without prior written consent.