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Unless Hexa Healthcare Pvt Ltd has executed a separate written agreement with the buyer (“Buyer”) in respect of the sale of any Products that expressly supersede these General Terms and Conditions, these General Terms and Conditions (“Terms and Conditions”) shall apply to all quotes, quotations, RFQs, and sales of products (“Products”) by Hexa Healthcare Pvt Ltd


Upon receiving a request from the buyer, Hexa Healthcare Pvt Ltd will offer an ex-works (EXW) quote with preliminary pricing that will be good for 7 days. The Buyer must give Hexa Healthcare Pvt Ltd the precise quantity of the Products that they need, along with the delivery terms, within this Seven-day window. Based on this information, Hexa Healthcare Pvt Ltd will revise its original quote (to include freight and insurance, if applicable), and ask the Buyer for a purchase order, and a prescription, in the case of an individual Buyer.

Purchase Orders

  1. Each written purchase order (“Purchase Order”) must be signed, stamped or through E-mail communication and accompanied by a written acceptance from Hexa Healthcare Pvt Ltd in the form of a proforma invoice. When the Proforma Invoice is sent, the Buyer has agreed to buy the Products in accordance with these Terms and Conditions.

  2. Hexa Healthcare Pvt Ltd will not accept any purchase orders that do not have a valid bill to address, and ship-to address.

  3. Any extra or alternative terms and conditions mentioned in the buyer’s purchase order will not be included in the parties’ agreement on the purchase of the products. Only these Terms and Conditions will apply to the sale of Products between Hexa Healthcare Pvt Ltd and the Buyer unless the same is specifically agreed to in writing by Hexa Healthcare Pvt Ltd at its discretion. The Buyer expressly waives any other terms and conditions, which shall have no bearing on the transaction.

  4. Without Hexa Healthcare Pvt Ltd’s prior written consent and subject to payment of any associated costs paid by Hexa Healthcare Pvt Ltd, if any, no accepted Purchase Order may be canceled, altered, or delayed by the Buyer (in whole or in part).


  1. Unless the Buyer is entitled to credit, the orders shall be processed and Products shall be delivered by Hexa Healthcare Pvt Ltd to the Buyer ExWorks (EXW), Cost on Freight (CNF), or Cost Insurance Freight (as may be agreed between the Parties), in accordance with the Incoterms 2020.

  2. Within thirty (30) days of notifying the Buyer that the Products are ready for shipping, if the Buyer does not take or accept delivery of any order of Products in the case of delivery EXW or does not notify Hexa Healthcare Pvt Ltd to ship the Products in the case of delivery on a CNF or CIF basis, Hexa Healthcare Pvt Ltd may store such products at the risk of the Buyer in a warehouse or on Hexa Healthcare Pvt Ltd’s premises. After the aforementioned thirty (30) days of free storage, the Buyer shall pay Hexa Healthcare Pvt Ltd USD 200 (or equivalent in the buyer’s invoicing currency) per week upon Hexa Healthcare Pvt Ltd’s submission of invoices to cover all handling, shipment, storage, and insurance charges.

  3. Hexa Healthcare Pvt Ltd has the option to deliver in phases, with each phase receiving a distinct invoice and being paid for independently of the others. The buyer is still obligated to accept any subsequent deliveries even if an installment is delivered late.

  4. Time for delivery shall not be assumed to be of the essence; rather, all delivery dates are just approximate dates, projected in good faith to the best of Hexa Healthcare Pvt Ltd’s capacity. Hexa Healthcare Pvt Ltd will not be held responsible for any delays in the delivery of the Products, regardless of their cause, and the Buyer will not have the right to reject the Products as a result of a delivery delay.

Risk and Title

  1. When Hexa Healthcare Pvt Ltd receives the entire price of the products, the title to the products will be given to the buyer.

  2. The risk of loss or damage to the Products will be transferred to the Buyer in line with the delivery terms EXW, CNF, or CIF as per Incoterms 2020 as agreed upon by Hexa Healthcare Pvt Ltd and the Buyer, regardless of whether the title has yet passed to the Buyer.

Price and Payment Terms

  1. The Proforma Invoice’s stated price for the Products will apply, otherwise, the Buyer will be advised by Hexa Healthcare Pvt Ltd of any price increases (“Price”). Hexa Healthcare Pvt Ltd shall have the right to change the price of any products at any time prior to delivery by providing written notice to the buyer in order to reflect any increase in Hexa Healthcare Pvt Ltd’s costs resulting from new or higher taxes, government orders or notifications, or any change in the delivery dates, quantities, or specifications for the products that the buyer requests and that Hexa Healthcare Pvt Ltd accepts.

  2. Taxes and delivery on an EXW, CNF, or CIF basis (where applicable) are included in the price.

  3. Unless the Buyer is entitled to credit, in which case payment is to be made in accordance with the credit limit given to the Buyer, the Buyer must pay the Price in full (without set-off or deduction of any sort) within ten (10) days of the Proforma Invoice’s issuance.

  4. Time is of importance, and if the price is not paid within Seven (7) days of the buyer receiving the proforma invoice, Hexa Healthcare Pvt Ltd is entitled to change the price of the products as it sees fit and send the buyer a new proforma invoice. In the case of credit payments, Hexa Healthcare Pvt Ltd reserves the right to impose interest at a rate of eighteen (18%) percent per year computed from the day payment is due until the date Hexa Healthcare Pvt Ltd receives payment, without restricting any other remedies available to it.

  5. In addition, Hexa Healthcare Pvt Ltd has the right to immediately cancel the order, halt or postpone any deliveries of any Products to the Buyer, and set off any amounts payable by it to the Buyer against any amounts owed by the Buyer to Hexa Healthcare Pvt Ltd on any account.

Force Majeure

  1. If Hexa Healthcare Pvt Ltd fails to fulfill any of its obligations under this agreement or is delayed in doing so for any reason beyond its reasonable control, such as an act of God, a natural disaster (such as an explosion, flood, typhoon, earthquake, tempest, fire, accident), the start of an epidemic or pandemic, war or threat of war, sabotage, insurrection, or civil unrest, difficulties in obtaining raw materials, labor, fuel, parts or machinery, power failure or breakdown in machinery, Hexa Healthcare Pvt Ltd shall not be liable to the Buyer or be deemed in breach. (“Force Majeure Event”).

  2. The delivery date will be extended in the event of a Force Majeure Event for the duration of the delay brought on by said Force Majeure Event. Hexa Healthcare Pvt Ltd may cancel any pending orders by giving written notice to the Buyer if a Force Majeure Event lasts longer than forty-five (45) days.

Representation and Warranties

Hexa Healthcare Pvt Ltd guarantees that its items will match the details given to the buyer in the product listing for those products. Hexa Healthcare Pvt Ltd makes no guarantees or warranties beyond those that are expressly stated in these Terms and Conditions. To the fullest extent permitted by law, all implied warranties, conditions, representations, or other terms are disclaimed, and Hexa Healthcare Pvt Ltd is not responsible for any such matters.

Damages and Liability

Once delivered, Products cannot be exchanged or returned, with the exceptions stated in this article and the indemnity clause below.

The Buyer is in charge of seeing to it that a delivery representative inspects the goods for visible damage.

When products are delivered to the buyer, if any products are later found to be damaged to Hexa Healthcare Pvt Ltd’s satisfaction, Hexa Healthcare Pvt Ltd reserves the right to replace the damaged products or issue a credit for that portion of the price of the damaged products. Hexa Healthcare Pvt Ltd won’t be held responsible for anything else but replacing damaged products at its discretion in accordance with this clause.

Within two (2) days of delivery to the buyer, any such claims for damages must be filed in writing and supported by supporting documentation. Any claim for damage must be accompanied by a photo of the outside packaging or carton that Hexa Healthcare Pvt Ltd shipped the item in.

After the aforementioned two (2) days, Hexa Healthcare Pvt Ltd will not accept any claims. The aforementioned, however, shall not apply to Products that, in Hexa Healthcare Pvt Ltd’s opinion, have been I mistreated or neglected, or subject to improper or inadequate care; (ii) handled, used, or stored in violation of good business practice; (iii) adversely affected by anything done or not done after the Products have been delivered by Hexa Healthcare Pvt Ltd; or (iv) both.

Hexa Healthcare Pvt Ltd will never be held responsible for any direct, indirect, incidental, special, or other damages of any type that may arise from the use of the products, including, but not limited to, any loss of use, business, income, or profits.


The Buyer hereby releases Hexa Healthcare Pvt Ltd, including its directors, officers, employees, and agents, from any liability for damages, costs, and expenses (including attorneys’ fees), asserted by third parties in connection with the use of the Products, their further processing, and use, their integration with other products—medical or otherwise—or their combination with other products.


A receiver, corporate insolvency resolution professional (interim or otherwise), administrator, or any of the Buyer’s property or assets may be appointed if the Buyer makes a composition or voluntary arrangement with its creditors, declares bankruptcy, enters liquidation (other than for the purposes of amalgamation or reconstruction), stops doing business or threatens to stop, or if an application for corporate insolvency resolution is made.



Any written notice required or allowed to be given by one party to the other under these Terms and Conditions shall be addressed to that other party at its registered office or any other address that may have, at the relevant time, been notified in accordance with this provision to the party giving the notice.

No waiver of a violation by the Buyer by Hexa Healthcare Pvt Ltd shall be deemed a waiver of any subsequent breach of the same or any other term.

The legality of the other sections of these Terms and Conditions and the remainder of the in issue provision shall not be affected if any term of these Terms and Conditions is found by a court or other competent authority to be invalid or unenforceable in whole or in part.

Governing Law and Jurisdiction

The laws of India shall govern these terms and conditions. The courts in Mumbai shall have exclusive jurisdiction, subject to clause (b) below.

Arbitration pursuant to the Arbitration Rules of the Mumbai Centre for International Arbitration (“MCIA Rules”), which rules are deemed to be incorporated by reference in this provision, shall be used to resolve any dispute arising out of or relating to these Terms and Conditions, including any question regarding their existence, validity, or termination. Mumbai, India will serve as the arbitration’s location. A single arbitrator chosen jointly by the Parties will make up the Tribunal (as established by the MCIA Rules). English will be used as the language of the arbitration. The Arbitration & Conciliation Act, 1996, as amended, changed, or replaced from time to time, shall govern this arbitration agreement.



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