Unified sales policy

Unified sales policy

This section is written as the single policy that operational teams and contracts should reference. Where the policy “locks in” a rule taken from an attached document, it is cited; where it introduces a default due to missing attachment data, it is explicitly stated as a default that can be overridden in the commercial schedule.

Parties, scope, hierarchy, and channels

Scope: Applies to all B2B sales of biomass pellets and briquettes (including agro‑residue-based pellets supplied for industrial boilers and thermal power plants), made through (a) the company website, (b) marketplaces (Amazon/Flipkart), and (c) dealer/distributor networks.

B2B-only rule: Buyers must represent that they are acting in the course of business and are not purchasing as a “consumer” (including purchases for personal use). If a buyer cannot provide basic business identifiers (e.g., GSTIN or equivalent), the company may refuse or cancel the order.

Document hierarchy (highest to lowest): 1) Executed long-term supply agreement (if any) and its schedules
2) Spot contract / Purchase Order accepted by the company + order confirmation
3) This unified sales policy
4) Channel/platform terms that apply mandatorily to the transaction (marketplace rules, dealer programme rules, etc.)
Where platform rules conflict with internal returns/cancellation limits, the platform rule governs outwardly, while the company uses listing settings and buyer gating to minimise conflicts.

Contract formation and contract types

Contract formation: listings and price displays are invitations, not offers; a contract forms only upon the company’s written confirmation, execution of a formal agreement, or acceptance of a Buyer PO.

Contract types mandated by this policy: – Spot contract (one-off supply): cancellation notice requirement is 72 hours before the scheduled dispatch time (subject to the non-cancellable and “no cancellation after dispatch” rules below).
– Long-term contract (framework with scheduled releases): cancellation notice requirement is 1 month for future releases (subject to minimum off-take/forecast rules, and non-cancellable production commitments).

Product specification, quality, inspection, and acceptance

Specification governance: Unless a specification is expressly agreed in writing (in a schedule / CoA / technical annexure), product descriptions and values (calorific value, moisture, ash, etc.) are treated as indicative and may vary due to raw material variability. fileciteturn0file1

Recommended standards priority (applies when the parties do not supply a bespoke technical annexure): – If destination use is thermal power plant co-firing, pellet specs must meet SAMARTH parameters (diameter ≤25 mm; bulk density ≥600 kg/m³; fines <5%; moisture ≤14%; GCV ranges by torrefaction level; plus, sourcing/composition rules).
– For pellets and briquettes as industrial fuels generally, adopt the relevant BIS solid biofuel standards for fuel specification/classification and test methods (including IS 18724:2024 for agro/herbaceous pellets; IS 18725:2024 for agro/herbaceous briquettes; and test-method standards for moisture, ash, calorific value, durability, etc.).

Inspection and acceptance: – Buyer must inspect immediately on delivery; failure to notify defects/discrepancies within 48 hours constitutes acceptance. – Claims/returns also must be raised within 48 hours, supported by documentary/visual evidence.

Claims eligibility (strict): only (i) material transit damage, (ii) mismatch with confirmed order, or (iii) substantial deviation from agreed specs. No claims for improper storage, environmental exposure, or partial consumption.

Inspection rights: company may inspect goods or appoint an independent inspector before granting any remedy.

Packaging and labelling

Attachment gap: packaging type, bag sizes, palletisation, and label artwork are Unspecified in attachments. This policy therefore sets “minimum compliance + schedule control”.

Minimum packaging rule: packaging must protect against moisture ingress and handling degradation; any agreed packaging standard must be written into the schedule (bag size, pallet wrap, big-bag liners, etc.).

Legal metrology rule: – If products are supplied in industrial/institutional packages or in packages >25 kg, retail-packaging chapter obligations under LMPC Rules may not apply; however, weights/measures integrity duties and any other applicable declarations still apply.
– For e-commerce transactions, mandatory declarations must be displayed online as required under LMPC Rule 6(10); in marketplace models, responsibility for correctness typically rests with manufacturer/seller where conditions apply and intertwined intermediary due diligence concepts apply.

Pricing, taxes, and price adjustments

Pricing principles: – Prices are not binding until contract formation; prices may be revised prior to contract formation.
– Prices are exclusive of applicable taxes, duties and statutory levies unless explicitly stated otherwise. – Any change in taxation, freight, or regulatory costs after contract formation is borne by the Buyer (unless otherwise agreed in writing). fileciteturn0file1
– For power-plant procurement contexts, recognise that the Ministry of Power contemplates benchmarking/notification of pellet prices by region from time to time; contracts should include a “change in law / regulatory cost pass-through” clause and, where relevant, a price-indexing schedule.

GST and marketplace effects: – In marketplace sales, reconcile marketplace deductions and TCS under CGST Act Section 52 (net value of taxable supplies, with returns netted off in operator reporting).

Delivery, logistics, and transfer of risk/title

Delivery timelines are indicative unless expressly committed in writing; the company is not liable for delays arising from logistics providers or external circumstances.

Risk and title: – Default: risk and title transfer upon dispatch, or as otherwise agreed in contract.
– For long-term contracts and credit-risk accounts, the company should consider reserving disposal/title until payment conditions are met (to be stated in the long-term contract schedule), consistent with the Sale of Goods Act principle that property passes when intended by parties and may be reserved by contract; if not used, unpaid seller lien rights still remain relevant while goods are in seller possession.

Payment terms, overdue payments, and shipment hold

Attachment gap: exact credit periods and security instruments are Unspecified in attachments; the policy therefore sets a strong default regime and instructs contracts to specify the commercial terms.

Payment obligation: payment must be made strictly per agreed commercial terms. fileciteturn0file1

Overdue payments—standard controls (requested enhancement)
If any amount is overdue (including any undisputed invoice, debit note, interest, or charges):

1) Suspension/hold of future shipments: the company may suspend further supplies, withhold dispatch of subsequent lots/releases, and/or refuse to load deliveries until all overdue amounts are cleared. This strengthens the already stated right to suspend further supplies in case of delay. fileciteturn0file1
2) Interest on overdue sums: interest accrues at 18% per annum or the maximum permissible under applicable law, from the due date until actual payment. fileciteturn0file1
3) Warehousing and financing charges for produced/held goods: where goods are produced/allocated under a contract but held due to Buyer non-payment or failure to provide delivery instructions, the Buyer must pay: – warehousing/storage charges (per tonne per day or per pallet per day), and
– financing/working capital charges (either as a stated % per month on the invoice value, or per the contract schedule).
This is framed as reasonable compensation/damages and cost recovery, not a penalty.
4) Unpaid seller protections: while goods remain in the company’s possession, the company may retain them until payment (seller’s lien) and may rely on other unpaid seller rights where legally triggered.
5) MSME statutory overlay (conditional): if the company qualifies as a micro or small enterprise supplier under the MSMED Act regime and is registered accordingly, statutory interest provisions may apply (three times the RBI bank rate, compounded monthly) overriding contractual terms to the extent applicable. The company’s MSME status is Unspecified in attachments and must be confirmed operationally before invoking statutory interest.

Cancellations, non-cancellable commitments, and cancellation charges

Baseline from attachment: confirmed orders are binding; cancellation requires written request and is effective only upon written approval; no cancellation after dispatch; bulk production/reserved inventory/customised specifications are non-cancellable; where cancellation is permitted, the company may recover administrative, logistics, and raw-material procurement costs; refunds (if any) within 7–10 business days after deductions; no indirect loss liability. fileciteturn0file2

Unified rule with contract-type notice periods (requested enhancement):

• Spot contract cancellation: Buyer may request cancellation by giving at least 72 hours written notice before scheduled dispatch and before production/reservation is irrevocably committed. Approval remains at the company’s discretion consistent with the attachment.
• Long-term contract cancellation: Buyer may cancel future releases/delivery schedules by giving 1 month written notice, effective for deliveries not yet committed into production or reserved inventory. Any minimum offtake/forecast commitments remain payable if already committed (to be defined in the long-term schedule).

Cancellation fees design: cancellation charges must be framed as recovery of reasonable, evidenced costs and/or reasonable compensation consistent with Indian contract law remedies (Sections 73–74).

Warranties, disclaimers, and limitation of liability

As-is baseline: except as expressly agreed in writing, products are supplied “as is”; implied warranties (merchantability/fitness) are disclaimed.

Conformity warranty (recommended minimum): for B2B industrial fuels, it is commercially safer to offer a narrow warranty that the goods at dispatch substantially conform to agreed written specifications/CoA (if any), with remedies limited to replacement/credit/partial refund as per the return policy.

Limitation of liability: total liability capped at invoice value of supplied goods; no indirect/incidental/consequential damages, including loss of profit/revenue.

This aligns with the Indian Contract Act’s general approach to remoteness (Section 73) by contract and by statute.

Force majeure and change in law

Force majeure clause (operational): company not liable for failure/delay due to events beyond reasonable control (natural disasters, government actions, strikes, supply chain disruptions). fileciteturn0file1

Legal basis context: keeping a contractual force majeure clause is important because the Indian Contract Act addresses contingent scenarios (Section 32) and impossibility/frustration (Section 56) with different mechanisms; the policy therefore requires a written clause in long-term contracts and allows spot contracts to incorporate it by reference. [5]

Change in law/cost pass-through: if regulatory, tax, freight, or compliance costs change after contract formation, Buyer bears the incremental cost unless otherwise agreed. fileciteturn0file1

Confidentiality and data/privacy for platform sales

Confidentiality: commercial, pricing, and technical information is confidential; no disclosure without prior written consent.

Data protection and marketplace data: – Where the company processes personal data of individuals (e.g., marketplace purchaser contacts, delivery addresses), it must comply with the Digital Personal Data Protection Act, 2023 and implement lawful purpose/notice/security governance.
– Until full transition, the Information Technology Act, 2000 and the SPDI Rules, 2011 remain relevant for reasonable security practices, consent and handling of sensitive personal data.
– LMPC e-commerce disclosure rule requires online display of mandatory declarations; in marketplace models, seller/manufacturer responsibility for correctness is emphasised where the marketplace is functioning as an intermediary.

Dispute resolution, governing law, and jurisdiction

Disputes are resolved via arbitration under the Arbitration and Conciliation Act, 1996 with seat in New Delhi[29]; governing law is India and courts in New Delhi have exclusive jurisdiction (per the attached Terms). fileciteturn0file1 [30]

Standard contract templates and notices

The following are modular templates. Insert quantities, specifications, price, delivery terms, and channel-specific annexures as required. Where the attachments do not specify a commercial variable, the template marks it “[To be specified]”.

Spot contract template

SPOT SALE AGREEMENT / ORDER CONFIRMATION (B2B)

Seller: HOMRE LIMITED
Buyer: [Legal name, address, GSTIN]
Effective Date: 2026
Reference: [Quote/PO/Order ID]

1. Product & Quantity
   Product: [Biomass Pellets / Biomass Briquettes]
   Grade/Specs: [Schedule A]
   Quantity: [MT]
   Packaging: [bulk / bags / big bags] [To be specified]
   CoA/Test basis: [BIS test methods where applicable; or buyer spec] [To be specified]

2. Price & Taxes
   Unit price: INR [ ] per MT (exclusive of taxes unless stated)
   GST/cess/TCS: as applicable (including marketplace TCS where relevant)
   Price validity: [ ] days (until contract formation)

3. Delivery & Risk
   Delivery terms: [EXW / FOR / DDP / other] [To be specified]
   Dispatch date window: [ ]
   Risk & title: transfer upon dispatch OR as per this Agreement (choose one)
   Delay: timelines indicative unless committed in writing.

4. Inspection & Claims
   Buyer inspection at delivery.
   Defect/discrepancy claim window: 48 hours from delivery with photo/video + documents.
   Valid claims limited to: transit damage / wrong goods / substantial deviation from agreed specs.
   Remedy: replacement / credit note / partial refund at Seller discretion.
   No claims for improper storage, exposure, or partial consumption.
   Liability cap: invoice value of affected goods.

5. Payment
   Payment terms: [Advance / COD / credit days] [To be specified]
   Interest on overdue: 18% p.a. or maximum permissible under law.
   Suspension: overdue payment permits Seller to hold future shipments.

6. Cancellation (Spot)
   Buyer may request cancellation with ≥72 hours written notice before scheduled dispatch,
   subject to Seller written approval.
   No cancellation after dispatch.
   non-cancellable: bulk production / reserved inventory / customised specifications.
   If approved: Buyer bears admin + logistics + raw-material costs; refund (if any) within 7–10 business days after deductions.

7. Force Majeure
   Standard clause (events beyond reasonable control).

8. Confidentiality & Data
   Confidentiality of pricing, technical and commercial data.
   Data protection for any personal data shared.

9. Dispute Resolution
   Arbitration under Arbitration and Conciliation Act, 1996; seat New Delhi.
   Governing law: India; courts at New Delhi.

Signed:
Seller: ____________________   Buyer: ____________________

Long-term contract template

LONG-TERM SUPPLY AGREEMENT (B2B) – BIOMASS PELLETS / BRIQUETTES

Seller: HOMRE LIMITED
Buyer: [Legal name, address, GSTIN]
Term: [Start date] to [End date]; renewal: [optional]

1. Scope & Contract Structure
   Framework agreement governing recurring supplies.
   Releases: monthly/weekly schedules issued by Buyer; binding upon Seller confirmation.

2. Product Specifications & Compliance
   (A) Agreed Product Specification Schedule:
       – Pellets: [diameter, moisture, fines, bulk density, CV, ash, additives, feedstock]
       – Briquettes: [dimensions, moisture, ash, binders, density, CV]
   (B) Standards hierarchy:
       (i) Buyer technical annexure overrides
       (ii) BIS solid biofuel standards (as relevant)
       (iii) SAMARTH pellet specs for co-firing customers (where applicable)
   (C) Sampling/testing: [method, frequency, lab, dispute testing]

3. Forecasting & Minimum Offtake (Unspecified in attachments)
   Buyer forecast: rolling [ ] months; firm period: [ ] weeks.
   Minimum offtake / take-or-pay: [To be specified]
   Seller production commitment trigger: [To be specified]

4. Pricing & Adjustments
   Base price: [INR/MT]
   Indexation: [raw material / freight / CPI / benchmark] [To be specified]
   Tax/freight/regulatory change pass-through: Buyer bears incremental cost.

5. Delivery, Logistics, and Risk
   Delivery terms: [To be specified]
   Risk/title: [dispatch vs delivery vs title on payment] choose and state clearly.
   Storage at Buyer site: Buyer to maintain dry covered storage; handling requirements.

6. Payment, Credit Control, and Security
   Credit period: [ ] days from invoice [To be specified]
   Security: [LC/BG/advance/deposit] [To be specified]
   Overdue: interest 18% p.a. (or max permissible).
   Seller may withhold/hold future shipments and scheduled releases if any amounts are overdue.
   Warehousing + financing charges apply for produced/reserved goods held back due to Buyer default.

7. Cancellation & Termination
   (A) Buyer cancellation of future releases: 1 month written notice (effective for non-committed quantities).
   (B) No cancellation after dispatch.
   (C) Non-cancellable commitments: customised specs, reserved inventory, committed production lots.
   (D) Termination for breach/non-payment: [notice cure periods] [To be specified]

8. Inspection, Claims, and Returns
   Delivery inspection; claim window 48 hours.
   Remedies limited; liability cap invoice value.

9. Warranties & Liability
   As-is except explicit spec conformity at dispatch.
   Exclusion of consequential damages; cap at invoice value.

10. Force Majeure / Change in Law
   Detailed clause; allocation of increased compliance costs.

11. Confidentiality & Data
   Confidentiality + platform data restrictions if any.
   DPDP Act and IT Act/SPDI compliance obligations.

12. Dispute Resolution
   Arbitration under Arbitration and Conciliation Act, 1996; seat New Delhi; governing law India.

Schedules:
A. Technical Specifications & Tolerances
B. Pricing & Indexation
C. Delivery Locations & Incoterms
D. Packaging & Labelling
E. QA/QC and CoA Template
F. Warehousing & Finance Charges Rate Card

Platform adaptations

Because platforms impose their own cancellation/return mechanics, the contract annexure is framed as “Seller Policy Applied Through Listing Controls + Buyer Representations”. The objective is to keep the company’s strict industrial returns logic intact where permitted, and to avoid policy contradictions that cause platform penalties.

Amazon adaptation (seller-side practical controls)
Use a marketplace annexure that: – Requires buyers to provide GSTIN/Business identifiers where the platform supports it; treat non-provided details as grounds to cancel/refuse fulfilment (subject to platform rules).
– States that (i) claims for damage/wrong item/spec deviation must be raised within 48 hours of delivery with evidence, but (ii) returns/refunds are processed through platform workflows when initiated and permitted by platform policy, and the platform process governs outwardly. (The company’s internal policy still governs acceptance decisions to the extent allowed.) fileciteturn0file0
– Aligns cancellation expectations with known marketplace behaviour: customers may cancel quickly after ordering and sellers may need to cancel via order-management before shipment where allowed; the Amazon seller guidance notes a short cancellation window and a seller workflow for cancellations/returns. [31]
– Implements LMPC Rule 6(10) online mandatory declaration display and links product listing data to label declarations. [28]

Flipkart adaptation (explicitly aligned to published cancellation/return language)
Flipkart’s published policy states customers can cancel any time before dispatch; cancellation is not allowed once out for delivery (though rejection at doorstep may occur), and return/replacement rules vary by category and the product page policy prevails over general returns policy. [32]
Accordingly the annexure should: – Treat “dispatch” as the hard cut-off consistent with the company’s “no cancellation after dispatch” baseline. fileciteturn0file2 [32]
– Ensure product pages clearly indicate “industrial bulk fuel—B2B supply” and specify the 48-hour claim rule (damage/wrong goods/spec deviation), while acknowledging that platform-level return windows may override. fileciteturn0file0 [32]
– Reconcile finance: credit notes/refunds must follow platform process and GST documentation rules.

Own website adaptation
Use the attached Terms as the website baseline: no binding offer until written confirmation; B2B-only; inspection and claim window 48 hours; as-is supply; liability cap; arbitration seat New Delhi. fileciteturn0file1 fileciteturn0file0
Add two explicit contract types in the ordering workflow: “Spot (72h cancellation request)” and “Long-term (1 month cancellation notice for future releases)”, with the attachment’s “no cancellation after dispatch / non-cancellable customised or reserved inventory” controls. fileciteturn0file2

Dealer/distributor network adaptation
A dealer agreement must add obligations not present in attachments: – Storage/handling compliance (dry covered storage, FIFO, contamination prevention), since claims are barred where goods have been improperly stored/exposed. fileciteturn0file0
– Dealer resells on its own account unless structured as agent; dealer must not misrepresent product specifications (which are “indicative unless agreed”). fileciteturn0file1
– Returns: dealer must follow the same 48-hour claim evidence requirement for delivery discrepancies; downstream customer returns are dealer responsibility unless a manufacturing/spec non-conformity is proven. fileciteturn0file0

Sample cancellation notices

SPOT CONTRACT – CANCELLATION REQUEST (72 HOURS NOTICE)

To: HOMRE LIMITED
Subject: Cancellation Request – Spot Order [Order/PO No.] – Notice under Spot Contract Cancellation Clause

Dear Sir/Madam,
We refer to the Spot Contract / Order Confirmation [reference] dated 2026 for supply of [product] quantity [MT],
scheduled for dispatch on 2026.

We hereby request cancellation of the order, providing at least 72 hours’ notice prior to dispatch.
Reason: [optional].

We acknowledge that:
(a) cancellation is effective only upon your written approval;
(b) no cancellation is permitted after dispatch; and
(c) if approved, you may deduct administrative, logistics and procurement/production costs as applicable.

Please confirm acceptance/rejection of this cancellation request in writing.

Authorised signatory:
Name / Title / Company / GSTIN
Date:

LONG-TERM CONTRACT – CANCELLATION NOTICE (1 MONTH)

To: HOMRE LIMITED
Subject: One-Month Cancellation Notice – Long-Term Supply Agreement [Agreement No.]

Dear Sir/Madam,
Pursuant to the Long-Term Supply Agreement dated 2026, we hereby give one (1) month written notice to cancel
the following future release(s)/delivery schedule(s) that are not yet committed into production/reserved inventory:

– Release/Month: [ ]
– Quantity: [ ]
– Delivery location: [ ]

This notice is intended to take effect on [effective date], being not less than one month from the date of this notice.

We acknowledge that quantities already committed into production/reserved inventory, customised specifications,
or dispatched goods are not cancellable except as expressly agreed, and applicable costs/charges may apply.

Authorised signatory:
Name / Title / Company / GSTIN
Date:

Channel obligations comparison and operational checklists

Comparison table: obligations and liabilities by sales channel

Operational checklists

Sales and contracting checklist (B2B) – Confirm buyer identity: legal name, authorised signatory, GSTIN, delivery site, intended industrial use (especially for marketplace orders).
– Select contract type: Spot vs Long-term; embed notice periods (72h / 1 month) and the “no cancellation after dispatch / non-cancellable customised/reserved inventory” rule. – Issue quote marked non-binding; contract forms only on written confirmation/PO acceptance. fileciteturn0file1
– Lock technical annexure: BIS grade references and/or SAMARTH co-firing pellet specs when selling to power plants.
– Confirm pricing: taxes excluded unless stated; include change-in-law/tax/freight pass-through.

Quality and fulfilment checklist – Pre-dispatch QC: moisture, fines, bulk density, calorific value as per schedule; retain CoA and sampling records (BIS method references where used).
– Packaging and labelling: confirm whether retail-packaging rules apply; if e-commerce sale, ensure mandatory declarations displayed online (LMPC Rule 6(10)) and align listing with physical label.
– Dispatch documentation: GST invoice, e-way bill (where required), LR/consignment note, weighbridge slip, CoA, and “consignment details” including biomass residue composition where demanded by buyer/power plant.

Payments, overdue control, and claims checklist – Before dispatch: confirm payment status, credit limit, and security (LC/BG/advance if required).
– If overdue: issue “shipment hold” notice; suspend future supplies; start interest clock; if goods produced and held, begin warehousing + financing charge meter per rate card.
– Claims: enforce 48-hour window; require photos/videos and delivery docs; arrange inspection/third-party check; decide remedy (replacement/credit/partial refund).

Compliance checklist (central + state priority) – Central baseline: environmental compliance governance under Environment (Protection) Act, Air Act and Water Act framework (plus relevant Rules/standards and consents).
– Energy-sector customers: ensure co-firing aligned product specs and sourcing constraints, including NCR paddy-residue requirements where applicable.
– State-level: confirm any state-issued sourcing guidelines for non‑NCR power plants; maintain documentary evidence where required.
– Data: DPDP Act readiness and IT/SPDI controls; minimise and secure buyer personal data received from marketplaces.