Vendor Policy & Terms of Purchase

1. Purpose

These Vendor Policy & Terms of Purchase (“Vendor Terms”) establish the standard commercial, quality, production, delivery and payment requirements applicable to all vendors supplying products or services to Chhapai.

By accepting an order, quotation, purchase order, production instruction, sample approval or advance payment from Chhapai, the vendor shall be deemed to have accepted these Vendor Terms, unless expressly agreed otherwise in writing by an authorised representative of Chhapai.

These Vendor Terms shall apply in addition to the specific terms mentioned in the relevant quotation, purchase order, work order or written communication.

2. Purchase Orders & Commercial Terms

1. All orders must be executed strictly according to the specifications, quantities, materials, dimensions, finishes, artwork, samples and other requirements communicated by Chhapai.
2. The vendor shall not make any material substitution, design alteration, process change or specification change without prior written approval from Chhapai.
3. Verbal discussions may be considered for operational coordination; however, any change affecting price, specification, quantity, quality, delivery or payment must be confirmed in writing.
4. The price agreed at the time of order shall remain applicable unless a revised price is expressly approved by Chhapai in writing.
5. Any additional cost claimed by the vendor without prior written approval shall not automatically be payable.

3. Samples & Prototypes

1. Where samples or prototypes are required, the vendor must clearly communicate the sample cost before commencing sample production.
2. Sample charges shall be payable only where expressly agreed by Chhapai.
3. Where it is agreed that sample charges will be waived or adjusted against the final order, the vendor shall not subsequently raise a separate claim contrary to that understanding.
4. Samples must accurately represent the material, construction, finish, colour, dimensions and workmanship proposed for the final production.
5. Approval of a sample does not waive the vendor's responsibility to ensure that the final production conforms to the approved specifications.
6. Where a sample is incomplete, defective or materially different from the agreed requirement, Chhapai may reject the sample and require correction or a new sample.

4. Quality Standards

Quality is a fundamental condition of every purchase made by Chhapai.

The vendor shall ensure that all goods supplied:

• conform to approved specifications;
• conform to approved samples;
• are free from manufacturing defects;
• are free from visible scratches, dents, cracks, stains, marks or other unacceptable damage;
• have proper finishing and workmanship;
• use the agreed materials;
• are properly assembled;
• are properly packed for transportation; and
• are fit for their intended purpose.

For customised and luxury products, commercially acceptable quality shall be determined with reference to the approved sample, agreed specifications and the quality standards communicated by Chhapai.

5. Quality Inspection & Acceptance

1. All goods supplied to Chhapai are subject to inspection.
2. Delivery of goods to Chhapai does not automatically constitute acceptance.
3. Chhapai shall have the right to inspect goods for quantity, quality, workmanship, dimensions, finish, functionality, packaging and conformity with the agreed specifications.
4. Chhapai may conduct inspection upon receipt or subsequently where defects are not reasonably identifiable during initial receipt.
5. Where goods are found defective, incomplete, damaged, short in quantity or otherwise non-conforming, Chhapai may, at its discretion:
   • require repair;
   • require replacement;
   • require re-production;
   • reject the affected goods;
   • seek a price adjustment;
   • seek a refund;
   • deduct the applicable amount from pending payments; or
   • require the vendor to bear the reasonable cost of rectification, replacement or transportation.
6. Payment of an invoice shall not by itself constitute a waiver of Chhapai's rights in respect of latent or subsequently discovered defects.

6. Inspection Before Payment

Unless otherwise agreed in writing, balance payment shall be released only after the material has been completed, delivered as required, inspected and accepted by Chhapai.

Where inspection at the vendor's premises is specifically requested by the vendor, Chhapai may, at its discretion, nominate a representative. However, Chhapai shall not ordinarily be required to send personnel to the vendor's premises as a condition for releasing payment.

The vendor shall be responsible for delivering the material to the designated Chhapai location where inspection is required.

7. Delivery & Completion

1. The delivery date mentioned in the purchase order or written confirmation shall be treated as the committed delivery date.
2. The vendor must immediately inform Chhapai in writing if it anticipates any delay.
3. Partial delivery shall not be treated as completion of the order unless expressly accepted by Chhapai.
4. Where an order is required for a specific event, launch, wedding, exhibition, project or client commitment, the vendor must comply with the agreed timeline with particular care.
5. Completion of production at the vendor's premises shall not by itself constitute completion of the vendor's obligation where delivery, inspection or acceptance is pending.
6. The vendor shall not dispatch incomplete, defective or non-conforming material merely to meet a delivery date without prior approval.

8. Partial Deliveries

Where an order is delivered in multiple lots:

• each lot may be inspected independently;
• acceptance of one lot does not constitute acceptance of the remaining lots;
• defects identified in one lot may be considered while evaluating subsequent production; and
• the vendor remains responsible for delivering the complete quantity ordered.

9. Packaging & Transportation

The vendor shall ensure that all goods are appropriately packed to prevent damage during handling, loading, transportation and unloading.

For fragile, premium, luxury or customised products, packaging must be appropriate to the nature and value of the goods.

Where damage occurs due to inadequate packaging, improper handling or inadequate protection by the vendor, Chhapai may require replacement or rectification at the vendor's cost.

10. Defective or Damaged Material

If material supplied is defective or damaged, Chhapai shall notify the vendor as reasonably practicable.

Depending upon the nature of the defect, Chhapai may require:

Repair → Replacement → Re-production → Price Adjustment → Rejection

The vendor shall bear the applicable cost where the defect or damage is attributable to manufacturing, workmanship, material, finishing, packaging or other circumstances within the vendor's responsibility.

11. Payment Terms

Payment terms shall be as specifically agreed for each order.

Unless otherwise agreed in writing:

The vendor shall not treat the mere completion of production at its premises as an unconditional trigger for payment where delivery and inspection are still pending.

Chhapai may withhold payment relating to disputed, defective, incomplete or undelivered material until the matter is resolved.

12. Invoices & GST

All invoices must contain accurate:

• legal entity name;
• GSTIN;
• PAN;
• invoice number;
• invoice date;
• purchase/order reference;
• description of goods/services;
• quantity;
• applicable taxes; and
• bank/payment details.

The vendor shall be responsible for compliance with applicable GST and other statutory requirements.

Any tax credit or statutory loss suffered by Chhapai due to the vendor's incorrect invoicing, non-compliance or failure to deposit applicable taxes may be recoverable from the vendor, subject to applicable law.

13. Cancellation & Order Changes

Where production has not commenced, an order may be modified or cancelled subject to the agreed commercial terms.

Where customised production has commenced, cancellation shall be dealt with based on:

• work completed;
• materials purchased;
• work-in-progress;
• customised components;
• quantities already manufactured; and
• other reasonable costs actually incurred.

No vendor shall proceed with substantial additional production after being informed in writing of a cancellation or hold instruction, unless authorised by Chhapai.

14. Excess Production

Vendors shall manufacture only the quantity authorised by Chhapai.

Excess production shall not be automatically accepted or payable.

Any quantity manufactured beyond the approved order quantity shall be at the vendor's own risk unless specifically approved in writing.

15. Storage of Completed Goods

Once goods have been completed and are ready for dispatch, the vendor shall promptly notify Chhapai.

Where Chhapai delays pickup after being notified that goods are complete and ready, any storage charges shall apply only where:

1. such charges were agreed in advance; or
2. Chhapai has expressly accepted the applicable storage arrangement.

The vendor shall maintain the goods in proper, secure and suitable storage conditions while they remain at its premises.

16. Risk & Responsibility While Goods Remain With Vendor

Until the goods are delivered to Chhapai or its designated location, the vendor remains responsible for their safe custody, preservation and protection.

The vendor shall take reasonable measures to protect goods from:

• moisture;
• dust;
• sunlight;
• heat;
• physical damage;
• mishandling;
• pests;
• deformation;
• deterioration; and
• other foreseeable risks.

Where goods deteriorate while remaining at the vendor's premises, the vendor shall be responsible where such deterioration results from inadequate storage, handling, negligence or failure to take reasonable protective measures.

17. Rework & Rectification

Where defects are attributable to the vendor, the vendor shall undertake reasonable rectification or replacement within the timeline specified by Chhapai.

Where Chhapai is required to undertake rectification itself due to an urgent client commitment or the vendor's inability to rectify within the required timeframe, Chhapai may recover the reasonable cost of such rectification from the vendor, subject to applicable law and the agreed commercial terms.

18. Artwork, Designs & Intellectual Property

All artwork, designs, specifications, drawings, dielines, prototypes, photographs, samples, files, concepts and other intellectual property supplied by Chhapai or its clients shall remain confidential and shall not be:

• copied;
• reproduced;
• displayed;
• published;
• sold;
• supplied to third parties; or
• used for any purpose other than execution of the Chhapai order

without prior written permission.

Vendor shall not use Chhapai's or its client's products, designs or photographs for marketing, social media, portfolios or exhibitions without prior written approval.

19. Confidentiality

All commercial and production information shared with vendors shall be treated as confidential.

This includes, without limitation:

• client information;
• pricing;
• designs;
• product concepts;
• specifications;
• production techniques;
• samples;
• business information;
• quantities;
• launch information; and
• other non-public information.

The vendor shall not disclose such information to any third party except where required for authorised production and only to the extent necessary.

20. Subcontracting

A vendor shall not subcontract or transfer the whole or substantial part of a Chhapai order to another party without prior approval where such subcontracting could affect quality, confidentiality, timelines or specifications.

The primary vendor shall remain fully responsible for the acts and omissions of any approved subcontractor engaged by it.

21. Communication & Documentation

Vendors are expected to maintain clear written records of:

• quotations;
• specifications;
• approved samples;
• purchase orders;
• production status;
• dispatch details;
• quantities;
• invoices; and
• agreed changes.

Where there is a disagreement concerning an order, the written record shall be considered along with other relevant evidence and communications.

22. Vendor Responsibility

Acceptance of an order constitutes the vendor's confirmation that it has:

1. understood the specifications;
2. assessed its production capability;
3. confirmed the agreed price;
4. confirmed the delivery timeline; and
5. accepted responsibility for delivering conforming goods within the agreed terms.

A vendor shall not accept an order and subsequently claim inability to manufacture, supply or deliver according to the agreed requirements without immediately notifying Chhapai.

23. Non-Conforming Goods

Chhapai reserves the right to reject goods that materially fail to conform to:

• approved samples;
• agreed specifications;
• agreed quantity;
• agreed materials;
• agreed finishing;
• agreed dimensions;
• agreed functionality; or
• reasonable quality expectations communicated at the time of order.

Rejection of goods shall not automatically constitute breach by Chhapai.

24. No Unilateral Modification of Commercial Terms

No vendor may unilaterally change:

• payment terms;
• delivery conditions;
• storage charges;
• sample charges;
• transportation charges;
• minimum quantities;
• material specifications; or
• other commercial terms

after an order has been accepted.

Any such change shall require prior written acceptance by Chhapai.

25. Compliance With Law

The vendor shall comply with all applicable laws, regulations, labour requirements, taxation requirements, safety standards and other statutory obligations applicable to its business and the goods/services supplied.

The vendor shall be responsible for obtaining any licences, registrations or approvals legally required for its operations.

26. Limitation Regarding Verbal Assurances

Operational discussions may take place through telephone calls, WhatsApp or other communication channels.

However, where a commercial dispute arises, the parties should rely wherever possible on written confirmations, purchase orders, quotations, invoices, approved samples and documented communications.

Any deviation from the agreed commercial terms should be confirmed in writing.

27. Dispute Resolution

The parties shall endeavour to resolve any dispute through good-faith commercial discussions.

If a dispute cannot be resolved amicably, either party may pursue remedies available under applicable law.

Nothing in these Vendor Terms shall prevent Chhapai from seeking appropriate legal remedies where required.

28. Amendments to Vendor Terms

Chhapai reserves the right to update or modify these Vendor Terms from time to time.

The latest version published on the official Chhapai website shall apply to future orders unless specific written terms have been agreed for a particular transaction.

29. Acceptance of Vendor Terms

By accepting a purchase order, commencing production, supplying samples, receiving an advance payment, dispatching goods or otherwise proceeding with an order placed by Chhapai, the vendor acknowledges that it has read and understood these Vendor Terms and agrees to comply with them, subject to any specific written terms agreed between the parties.

Contact

For purchase orders, quality issues, commercial clarifications or vendor-related communication:

This document is intended to establish Chhapai's standard commercial and operational requirements for vendors. Specific purchase orders or written agreements may contain additional or different terms applicable to a particular transaction.