Part A. Terms of sale
1. Definitions
"Seller" means KSP Enterprises. "Buyer" means the person, firm or company that places an order with the Seller. "Goods" means the paper bags, pouches, non-woven bags or other products the Seller agrees to supply. "Order" means the Buyer's order for Goods, once confirmed under clause 3. "Specification" means the size, paper, weight, construction, printing and finishing agreed for the Goods. "Artwork" means any design, logo, image, text or file supplied by the Buyer for reproduction on the Goods.
2. Application of these terms
2.1 These terms govern every supply of Goods by the Seller and form the entire agreement between the parties on the subject, together with the Seller's quotation and proforma invoice.
2.2 Any term put forward by the Buyer, whether in a purchase order, vendor registration document, supplier portal or other document, does not apply and is not accepted, even if the Seller does not object to it and even if the Seller proceeds with the Order. Any variation to these terms is binding only if recorded in writing and signed on behalf of the Seller.
2.3 Nothing in these terms excludes or limits any right the Buyer has as a consumer under the Consumer Protection Act, 2019. Where the Buyer is a consumer within the meaning of that Act, these terms apply only so far as they are consistent with it.
3. Quotations and formation of the contract
3.1 A quotation is an invitation to place an order and is not an offer capable of acceptance. It is valid for 15 days from its date unless it states otherwise.
3.2 A quotation is given on the basis of the paper price and material availability at the date of issue. If the Seller's cost of paper, board, non-woven fabric, ink or freight increases by more than 5 per cent between the date of quotation and the date of order confirmation, the Seller may revise the price, and will tell the Buyer before production begins so that the Buyer may confirm or cancel without charge.
3.3 A contract is formed only when the Seller issues a proforma invoice or order confirmation and, where an advance is payable, receives it. Production is scheduled from that date and not from the date of the Buyer's purchase order.
4. Specification, Artwork and approval
4.1 The Buyer is responsible for the accuracy of the Specification and of the Artwork it supplies, including dimensions, spelling, dates, colour references and barcodes.
4.2 The Buyer warrants that it owns, or is licensed to use, all intellectual property in the Artwork, and that reproduction of the Artwork by the Seller will not infringe the rights of any third party. The Buyer shall indemnify the Seller against all losses, damages, costs and expenses arising out of any claim that the Artwork infringes a third party's rights.
4.3 The Seller will supply a physical sample or a proof for approval. Production begins only after the Buyer approves it in writing, including by email or messaging. Once approved, the sample or proof is the contractual standard for the Order, and the Seller is not liable for any error that was present in the approved sample or proof.
4.4 If the Buyer requests a change after approval, the Seller may adjust the price and the delivery date, and may charge for materials and work already committed.
5. Manufacturing tolerances
5.1 The following are normal manufacturing tolerances in paper conversion. Goods within these tolerances conform to the contract and are not grounds for rejection or for a price reduction:
| Attribute | Tolerance |
|---|---|
| Quantity delivered | Plus or minus 5 per cent of the ordered quantity, invoiced as actually delivered |
| Dimensions | Plus or minus 3 mm on any dimension |
| Paper substance (GSM) | Plus or minus 5 per cent of nominal |
| Print position | Plus or minus 2 mm from the approved position |
| Print colour | A commercially reasonable match to the approved sample |
5.2 Kraft and recycled papers vary in shade between mill batches. The Seller does not warrant an exact shade match between one production run and another, or an exact match of a printed colour on kraft to the same colour printed on white or coated paper.
6. Price, taxes and GST
6.1 Prices are exclusive of Goods and Services Tax and of any other tax, duty, cess or levy, which the Buyer shall pay in addition at the rate applicable at the time of supply.
6.2 The Buyer shall provide its correct legal name, address and GSTIN before invoicing. If input tax credit is denied to the Buyer because of incorrect particulars supplied by the Buyer, that loss is the Buyer's.
6.3 Unless the quotation states that delivery is included, freight, insurance, loading, unloading and any waiting or detention charges are payable by the Buyer.
7. Payment
7.1 Payment terms are those stated in the Seller's quotation or proforma invoice. Where none are stated, 50 per cent of the order value is payable on confirmation of the Order and the balance before dispatch.
7.2 Time for payment is of the essence. All sums are payable without deduction, set-off or counterclaim.
7.3 Interest accrues on overdue sums at 1.5 per cent per month, or at the rate prescribed by the Micro, Small and Medium Enterprises Development Act, 2006 where that Act applies to the supply, whichever is higher, calculated from the due date until payment.
7.4 If any sum is overdue, the Seller may suspend further production or delivery, on any order, until all overdue sums are paid.
8. Tooling: dies, plates and screens
8.1 Dies, printing plates, cylinders and screens made for the Buyer's Order remain the property of the Seller, whether or not a separate tooling charge was made, unless the parties agree in writing that the Buyer purchases them.
8.2 The Seller will retain tooling for 12 months after the Buyer's most recent Order and may then dispose of it. The Seller will use tooling bearing the Buyer's Artwork only for the Buyer's orders.
9. Delivery, title and risk
9.1 Delivery terms are those stated on the invoice. For export supplies, delivery terms are interpreted in accordance with Incoterms 2020.
9.2 Lead times are estimates given in good faith. They are not guaranteed dates and time of delivery is not of the essence. The Seller is not liable for loss caused by a delay in delivery.
9.3 Risk in the Goods passes to the Buyer on delivery, or on the Goods being made available for collection, or as provided by the agreed Incoterm, whichever applies.
9.4 Title in the Goods does not pass to the Buyer until the Seller has received payment in full. Until then the Buyer shall store the Goods separately, keep them identifiable and insured, and shall not pledge or charge them. The Seller may recover Goods in which title has not passed.
9.5 The Seller may deliver in instalments and invoice each instalment separately. A defect in one instalment does not entitle the Buyer to treat the whole contract as repudiated.
10. Inspection and claims
10.1 The Buyer shall inspect the Goods on delivery. A claim for shortage, damage in transit or any defect apparent on reasonable inspection must reach the Seller in writing within 7 days of delivery, with photographs, the batch details and the packing list.
10.2 A claim for a latent defect must reach the Seller within 30 days of the date the defect was or ought reasonably to have been discovered, and in any event within 6 months of delivery.
10.3 The Buyer shall preserve the Goods complained of and make them available for inspection. Goods must not be returned without the Seller's written authorisation.
10.4 Where a claim is accepted, the Seller shall at its option replace the affected Goods, or issue a credit for their invoice value. That is the Buyer's sole remedy, subject to clause 12.
11. Fitness for purpose, food contact and compliance
11.1 The Seller warrants that the Goods will correspond with the Specification and the approved sample, subject to clause 5.
11.2 The Seller's food-grade range is manufactured on food-grade paper. Suitability for a particular food product depends on the food itself, its temperature, fat and moisture content, and the intended contact time and shelf life. The Buyer is responsible for satisfying itself, and for obtaining any test or approval it needs, that the Goods are suitable for the Buyer's specific application. Standard retail bags are not supplied for direct food contact.
11.3 The Buyer is responsible for compliance with all labelling, packaging, waste, recycling and extended producer responsibility obligations that apply to the Buyer in the territory where the Goods are sold or used, and for the accuracy of any claim the Buyer makes about the Goods, including recyclability or compostability claims that go beyond what the Seller has stated in writing.
11.4 For export supplies, the Buyer is responsible for import duties, taxes, customs clearance and compliance with the law of the destination country.
12. Limitation of liability
12.1 Nothing in these terms limits or excludes the Seller's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited or excluded, including under the Consumer Protection Act, 2019.
12.2 Subject to clause 12.1, the Seller is not liable, whether in contract, tort including negligence, breach of statutory duty or otherwise, for any loss of profit, loss of revenue, loss of anticipated savings, loss of business or of business opportunity, loss of goodwill, loss of or corruption of data, the cost of a product recall, or any indirect or consequential loss.
12.3 Subject to clause 12.1, the Seller's total liability arising out of or in connection with an Order shall not exceed the invoice value of the Goods in respect of which the claim is made.
12.4 The Buyer acknowledges that these limits are reasonable given the price of the Goods and the Buyer's ability to insure against its own losses.
13. Cancellation
13.1 An Order may be cancelled by the Buyer only with the Seller's written consent. The Buyer shall pay for work completed, for goods in progress, for materials and tooling already committed, and for any non-cancellable cost the Seller has incurred.
13.2 Goods made to the Buyer's own Specification or bearing the Buyer's Artwork are not returnable or cancellable once production has begun, because they cannot be resold.
14. Confidentiality
Each party shall keep confidential the other's Artwork, specifications, pricing, designs, product plans and other non-public information, shall use it only for the purpose of the Order, and shall not disclose it except to those of its personnel and advisers who need it and who are bound by equivalent obligations. This clause does not apply to information that is or becomes public without breach, or that a party is required by law to disclose.
15. Intellectual property
15.1 The Buyer retains all intellectual property in its Artwork. The Buyer grants the Seller a licence to use it only to the extent needed to quote, sample, manufacture and deliver the Order.
15.2 The Seller retains all intellectual property in its own designs, dielines, templates, processes and know-how, including any dieline supplied to the Buyer, which the Buyer may use only for orders placed with the Seller.
15.3 The Seller will not use the Buyer's name, logo or product photographs in its own marketing without the Buyer's prior written consent.
16. Force majeure
Neither party is liable for a failure or delay in performing its obligations, other than an obligation to pay money, caused by an event beyond its reasonable control. This includes act of God, flood, fire, epidemic, war, civil unrest, strike or other labour dispute, interruption of power or telecommunications, failure or shortage of supply of paper or other raw material, transport or port disruption, and any act, restriction or prohibition of government. The affected party shall notify the other promptly. If the event continues for more than 90 days, either party may cancel the affected Order by written notice, and the Buyer shall pay for work already done.
17. Termination
The Seller may suspend performance or terminate an Order with immediate effect by written notice if the Buyer fails to pay a sum when due and does not remedy that within 14 days of notice, commits a material breach and does not remedy it within 30 days of notice, or becomes insolvent, enters liquidation or has a receiver or resolution professional appointed. On termination all sums owed to the Seller become immediately payable.
18. Data protection
Each party shall comply with the Digital Personal Data Protection Act, 2023 in relation to personal data it processes in connection with an Order. The Seller's handling of personal data is described in its privacy policy.
19. General
19.1 Notices. Notices must be in writing and sent to the email address used by the parties for the Order, or to a party's registered address.
19.2 Assignment. The Buyer may not assign or transfer its rights or obligations without the Seller's written consent.
19.3 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary, or if that is not possible severed, and the remaining provisions continue in force.
19.4 Waiver. A failure or delay in exercising a right is not a waiver of it.
19.5 No partnership. Nothing in these terms creates a partnership, joint venture or agency between the parties.
19.6 Third parties. These terms confer rights only on the Seller and the Buyer.
20. Governing law and dispute resolution
20.1 These terms and any dispute arising out of them, including a dispute about their existence or validity, are governed by the laws of India.
20.2 The parties shall first attempt in good faith to resolve any dispute by discussion between senior representatives within 30 days of one party notifying the other in writing.
20.3 Failing that, the dispute shall be referred to and finally resolved by arbitration by a sole arbitrator under the Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be the city in which the Seller's principal place of business is situated, and the language shall be English. The arbitrator's award shall be final and binding.
20.4 Subject to clause 20.3, the courts having jurisdiction over the Seller's principal place of business shall have exclusive jurisdiction. Nothing in this clause prevents either party from applying for interim relief.
Part B. Website terms of use
21. Content and photographs
21.1 The text, layout, illustrations and photographs on this website belong to KSP Enterprises and may not be copied, reproduced or republished without written permission.
21.2 Product photographs show bags that KSP Enterprises has manufactured. Any brand, logo or artwork appearing on a bag in a photograph belongs to its respective owner and is shown only as an example of production work. No endorsement, affiliation or partnership is implied.
21.3 The hero image on the home page is an illustration of a KSP Enterprises bag, not a photograph.
22. Accuracy of information
Sizes, paper weights, product descriptions and other specifications on this website are indicative and may change without notice. They are not an offer to sell and do not form part of any contract unless repeated in the Seller's quotation. Nothing on this website is professional advice on the selection of packaging for a particular product.
23. Enquiries submitted through this website
Submitting the enquiry form does not create a contract and does not reserve production capacity. It is a request for a quotation, which the Seller may decline.
24. Availability
We do not warrant that this website will be available uninterrupted or free of error, and we may change, suspend or withdraw it without notice.