Last updated: 4 September 2026

These conditions apply to every sale of goods by MRH Site Traders. They apply to the exclusion of any terms the buyer seeks to impose, including any printed on a purchase order, order acknowledgement, delivery note or portal. No conduct by us — including delivering goods against a buyer's purchase order — constitutes acceptance of the buyer's terms.

Where we and the buyer have signed a specific sales agreement, supply agreement or distribution agreement, that agreement prevails over these conditions to the extent of any conflict. These conditions govern everything the signed agreement does not address.

4.2 Formation of contract

A quotation is an invitation to treat, valid for the period stated on it or, if no period is stated, for seven days. A purchase order from a buyer is an offer. A contract is formed only when we confirm the order in writing, issue a proforma invoice that the buyer accepts, or a sales agreement is signed by both parties — whichever comes first.

Every contract is subject to availability of raw material, production capacity at our manufacturing partners, and cold storage and container space. Frozen food is a seasonal and capacity-constrained business and we do not warrant that any quoted product will remain available.

4.3 Specifications and tolerances

Goods are supplied to the specification agreed in writing for the specific order. Where no specification is agreed, goods are supplied to our standard specification current at the date of despatch.

The buyer accepts the following commercial tolerances as being within specification, unless the signed agreement states otherwise:

•  weight variance of plus or minus two per cent on declared net weight per carton, in line with normal packing tolerance;

•  quantity variance of plus or minus five per cent on the ordered quantity, with the invoice adjusted to the quantity actually shipped;

•  variation in colour, coating thickness, cut length, surface texture and shape between production batches, which is inherent in agricultural raw material;

•  variation in country of origin of raw material within the agreed specification.

4.4 Price

Prices are those stated in the accepted proforma invoice or signed agreement. Unless expressly stated otherwise, prices are exclusive of GST and any other tax, duty, levy or cess, which the buyer pays in addition at the prevailing rate.

Frozen food pricing is exposed to raw material cost, cold storage cost, freight rates and currency movement. Where the period between order confirmation and despatch exceeds thirty days, or where any of the following move materially, we reserve the right to revise the price on written notice before despatch: raw material or crop prices, ocean or air freight rates, fuel or cold-chain energy costs, statutory duties or levies, or the exchange rate applicable to the contract. If the buyer does not accept a revised price, either party may cancel the affected undelivered quantity, and any advance paid is dealt with under our Order Cancellation Policy.

4.5 Payment

Payment terms are those stated in the proforma invoice or signed agreement. In the absence of agreed terms, payment is one hundred per cent in advance before despatch.

Time of payment is of the essence. Payment is made in full without set-off, counterclaim, deduction or withholding of any kind, save any deduction the buyer is required by law to make. Where tax must be withheld at source, the buyer grosses up so that we receive the full invoice amount.

On overdue amounts we may charge interest at eighteen per cent per annum, or the maximum rate permitted by law if lower, accruing daily from the due date until payment. We may also suspend further despatches, withhold documents, and recover all costs of collection including legal fees.

4.6 Title and risk

Risk in the goods passes to the buyer in accordance with the Incoterm stated in the contract, or on delivery at the buyer's premises for domestic supply.

Title in the goods does not pass to the buyer until we have received payment in full and in cleared funds for those goods and for all other sums then owing on any account. Until title passes, the buyer holds the goods as bailee, stores them separately and in conditions that preserve the cold chain, keeps them identifiable as our property, and insures them at their full price. We may at any time before title passes require the buyer to deliver the goods up, and enter any premises where they are stored to recover them.

4.7 Delivery

Delivery is governed by our Shipping and Delivery Policy. Delivery and despatch dates are estimates given in good faith. Time of delivery is not of the essence and we are not liable for any loss arising from delay, however caused.

4.8 Inspection and acceptance

The buyer inspects the goods at the point of delivery or discharge. Claims relating to shortage, visible damage, temperature deviation or apparent non-conformity are notified under the Returns, Replacement and Quality Claims Policy, within the time limits set out there. Goods not rejected within those limits are deemed accepted.

4.9 Warranty

We warrant that at the time risk passes the goods conform in all material respects to the agreed specification, are produced in facilities holding the certifications stated for the product, and are fit for human consumption when stored, handled and prepared in accordance with the instructions on the pack.

This warranty does not apply where the goods have been stored above the specified temperature, subjected to thawing and refreezing, stored beyond the stated shelf life, handled contrary to instructions, contaminated after delivery, repacked or relabelled without our written consent, or mixed with other products.

This warranty is the buyer's sole remedy for defective goods. All other warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law.

4.10 Limitation of liability

Nothing in these conditions limits liability for death or personal injury caused by negligence, for fraud, or for any liability that cannot lawfully be limited.

Subject to that, our total liability arising out of or in connection with any contract, whether in contract, tort, misrepresentation, restitution or otherwise, is limited to the invoice value of the specific goods giving rise to the claim.

We are not liable in any circumstances for loss of profit, loss of revenue, loss of anticipated savings, loss of business, loss of contracts, loss of goodwill or reputation, loss of production, cost of a substitute product, penalties or liquidated damages payable by the buyer to its own customers, or any indirect or consequential loss.

4.11 Buyer's obligations

The buyer is responsible for satisfying itself that the goods are suitable for its purpose and lawful in its market. In particular the buyer:

•  verifies that the product, its ingredients, additives, labelling, allergen declarations, nutritional information and shelf life comply with the law of the destination market;

•  obtains all import licences, food import registrations, health certificates and permissions required, and pays all import duties, taxes and clearance charges;

•  maintains the cold chain at the specified temperature from the point risk passes onward;

•  does not alter, remove, obscure or replace our labels, batch codes or date codes without written consent;

•  notifies us immediately of any regulatory action, consumer complaint, illness report or recall involving our goods, and cooperates fully in any investigation or recall.

4.12 Termination and suspension

We may suspend performance or terminate any contract immediately on written notice if the buyer fails to pay any sum when due, becomes insolvent or has a receiver, liquidator or administrator appointed, ceases or threatens to cease trading, breaches any material term and fails to remedy it within fourteen days of notice, or becomes subject to sanctions or an export restriction.

4.13 Confidentiality

Each party keeps confidential all non-public commercial, technical and pricing information disclosed by the other, uses it only for the purposes of the contract, and does not disclose it to third parties without written consent. This obligation survives termination by three years.

4.14 Force majeure

Governed by our Force Majeure Policy, which forms part of these conditions.

4.15 General

The buyer may not assign or subcontract its rights without our written consent. No failure or delay by us in enforcing any right operates as a waiver of it. If any provision is held invalid, the remainder continues in force. Nothing in these conditions creates a partnership, agency or joint venture. No third party has any right to enforce any term.

4.16 Governing law and dispute resolution

These conditions and every contract made under them are governed by the laws of India. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties first attempt to resolve any dispute by good faith discussion between senior representatives within thirty days of written notice. Failing that, the dispute is referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, by a sole arbitrator appointed by agreement or, failing agreement, in accordance with that Act. The seat and venue of arbitration is Mumbai, Maharashtra, India. The language is English. Subject to arbitration, the courts at Mumbai have exclusive jurisdiction.