Conditions of Sale

General Conditions of Sale

1. Introduction

1.1 These General Conditions of Sales govern all transactions/orders placed by individuals, referred to as "customer", "you" “your”, with Distributor/Distributors Innovations Private Limited, a company incorporated under the Companies Act, 1956 and having its registered office at 1st Floor, Shree Rajarajeshwari Arcade, No.23/50/1A/515/2/1-1, New Courtyard Marriott Hotel, Outer Ring Road, Opp. Lumbini Garden, Veerannapalya Flyover, Bengaluru -560045 (hereinafter referred to as “Distributor/Distributors”, “we”, “us” or “our”) which the expression shall unless repugnant to the context or contrary to the meaning thereof, be deemed to mean and include its successors, authorized signatories, administrators & assigns), on the Website (each an "Order"), for Nespresso products (the "Product(s)").

1.2 Before using the Website and associated webpages and/or placing an order, we request you to carefully review all the terms included in these General Conditions of Sale together with the Privacy Policy and the Terms of Use mentioned above and any additional conditions that may appear on the Website from time to time.

1.3 Each Order placed on the Website shall be governed by the present General Conditions of Sale. Unless otherwise provided in the present General Conditions of Sale, they shall apply to the exclusion of all other conditions.

1.4 Our General Conditions of Sale may be modified from time to time by posting a new dated version on this Website without any prior notice. You are invited to read our General Conditions of Sale on a regular basis to be informed of these modifications. You will be subject to the General Conditions of Sale in force at the time you order Product(s) from us unless any change is required to be made to these by law or governmental authority (in which case it will apply to orders previously placed by you).

1.5 A customer can download, save and/or print a copy of these General Conditions of Sale for its records.

1.6 These General Conditions of Sale apply only to sales in India. International orders are not available via this Website.

1.7 Purchase of our Product(s) from any third-party retail locations or via any third-party websites is not covered by these general conditions of Sale. Third-party terms and conditions will apply to such sales, as applicable.

2. Offer and Acceptance of Product

2.1 We hereby make an offer to sell the Product(s) listed on the Website and the customer upon agreeing to purchase the Product(s) listed hereby accepts such offer to sell by Distributor/Distributors. Accordingly, the contract for the sale of the Product(s) is a bipartite contract between the customer and Distributor/Distributors.

2.2 The customer understands and agrees that the offer for the sale of Product(s) by Distributor/Distributors is not an absolute or unconditional offer. Such offer to sale by Distributor/Distributors is subject to repudiation by Distributor/Distributors at any time before the delivery of the Product(s) and without any obligation to assign or provide any reason for such repudiation and without any consent from the customer and without any liability or any obligation towards the customer. Distributor/Distributors has the right to cancel any sale transaction, listing, or acceptance (i)for any reason in accordance with these General Terms of Sale, Website Terms of Use, Privacy Policy, or under any contract or policy (ii) under an order or instruction from any statutory, quasi-judicial, or judicial authority.

2.3 To the extent permitted by law, Distributor/Distributors is entitled to refuse, cancel or terminate an order(s) for any reasonable ground and at any time. For example, we may refuse an order if a Product(s) is totally or partially unavailable after the order is made. In this situation, you shall be informed of the delivery of partial order or the cancellation of your order. If you have already paid for some or all of the product (s), we will refund you the amount in respect of the relevant Product(s) for the same amount, as per your preference, as soon as possible. Distributor/Distributors may also refuse an order if there is an ongoing dispute concerning payment of prior orders or in the case of abnormal orders and orders that Distributor/Distributors suspects are not placed in good faith.

2.4 With respect to the sale of Product(s) by Distributor/Distributors to Customers, Distributor/Distributors hereby represents and warrants that:

2.4.1 Distributor/Distributors has the right to sell the Product(s) on or through the Website;

2.4.2 Customer shall have and enjoy quiet possession of the Product(s);

2.4.3 Product(s) shall be free from any charge or encumbrance in favor of a third party;

2.4.4 Customer shall be entitled to all the warranties and other collaterals applicable to the Product(s); and

2.4.5 Product(s) shall meet the description and specifications as provided on the Website.

2.5 Distributor/Distributors does not covenant or provide any representations and warranties in respect of quality, suitability, accuracy, reliability, performance, safety, merchantability, fitness for a particular purpose/consumption or the content (including Product(s) or pricing information and/or specifications) on the Website.

3. Order Process

3.1 Registration

3.1.1 In order to place orders, you may either register yourself on the website or use the website as a guest customer. For registration, a customer will be required to provide certain registration information, such as their name, phone number, and email address that will need to be correct, complete, valid, and up to date. If a customer provides any information that is untrue, inaccurate, not current, or incomplete (or becomes untrue, inaccurate, not current, or incomplete), or Distributor/Distributors has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Distributor/Distributors reserves the right to suspend or terminate such customer’s account and refuse any and all current or future use of the Website.

3.1.2 Please inform us of any changes in your address or other information by updating your personal details on this Website without delay so that we can keep accurate records and deal with your request and orders accordingly.

3.1.3 You may register only one customer per account with this Website. Any attempt to register more than one account using the same information may result in the rejection of your order or membership benefits without prior notice.

3.1.4 If you choose to use the website and place orders as a guest customer, then no registration is required.

3.2 Credentials

3.2.1 After the registration procedure has been completed on the Website, a customer will have unique member account details and password (the "Credentials"). We ask you, and it remains your responsibility, to maintain the confidentiality and security of your Credentials. Any successful login using your Credentials, regardless of whether it was executed by you or someone else, will be deemed as a personal act by you.

3.2.2 If you know or have any reason to believe that your Credentials have been stolen or misused, or in case of any other security issue, please notify us immediately at contact.india@nespresso.com and contact.pro.india@nespresso.com or by calling us on our toll-free number at 1800 203 3333.

3.2.3 You are also invited to take the following precautions:

3.2.3.1 When you have completed your visit to the Website, always use the Sign Out from your account to effectively close the session.

3.2.3.2 Your account details, password, and access rights are exclusively for your personal use and should not be transferred to or shared with any other person.

3.2.3.3 If Distributor/Distributors knows or has reason to believe that your Credentials are indeed used by another person, Distributor/Distributors shall immediately suspend the use of such account (including processing any transaction from such account).

3.2.3.4 You shall be held liable for losses incurred by Distributor/Distributors or any other user of or guest of the Website due to the authorized or unauthorized use of your account as a result of your failure in keeping your Credentials secure and confidential.

3.3 Prices and Delivery charges:

3.3.1 The prices payable for the Product(s) you order are those displayed on this Website on the date you place your Order, inclusive of GST.

3.3.2 Delivery charges along with GST, when applicable, will be billed at the rates indicated on the Website on the date you place your order.

3.3.3 The price of the Product(s) and delivery charges displayed on the Website and confirmed in your order confirmation will normally be honored. Distributor/Distributors reserves the right to modify the prices of its Product(s) and delivery charges at any time and without prior notice. The modifications of prices will not apply to orders of Product(s) already confirmed by Distributor/Distributors. Note: All Order values will be charged at the rounded-up price of the cart.

3.3.4 Errors: At any time without prior notice, Distributor/Distributors may correct any errors or omissions and change information on this Website, if the information presented is erroneous, incomplete, or outdated. Distributor/Distributors may refuse your orders which were based on erroneous information, including, without limitation, information pertaining to shipping, pricing, return policies, or payment terms. If Distributor/Distributors detects a price error, Distributor/Distributors endeavours to notify you as soon as possible. This may occur prior to dispatch of Product(s). You may have the option of either reconfirming your order at the correct price or cancelling your order. If you cannot be contacted, Distributor/Distributors will deem the order cancelled. You will be entitled to a full refund if you have already paid for the Product(s) and choose to cancel your order.

3.4 Payment

3.4.1 Payment shall be made by one of the methods you have selected during the checkout process. Payments can be made by multiple payment methods including but not limited to credit/debit card/UPI/digital wallets/net- banking, and any other mode as may be made available by us on the Website.

3.4.2 All payments in respect of the Products shall be made to us through the Payment Aggregator (i.e., Pine Labs). To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers, including payment gateways, to process payments and manage payment card information.

3.4.3 Except to the extent otherwise required by applicable law, we are not liable for any payments authorized through the Payment Aggregator (i.e., Pine Labs) using your payment details. Particularly, we are not liable for any payments that are not completed because: a. Your payment card or bank account or third-party wallet does not contain sufficient funds to complete the transaction or the transaction exceeds the credit limit in respect of the Payment Details provided; b. You have not provided us with the correct Payment Details; c. Your payment card has expired; or d. Circumstances beyond our control (such as but not limited to, power outages, interruptions of cellular service, or any other interferences from an outside force) prevent the execution of the transaction.

3.4.4 Distributor/Distributors shall not be responsible for any unauthorized transactions conducted using your payment card or internet banking. We shall not be obligated to refund any money to you in such instances.

3.4.5 The Payment Aggregator will be collecting information at the time of payment, like card details, names; passwords, etc. as per the Privacy Policy and Terms & Conditions of the Payment Aggregator.

4. Deliveries

4.1 All orders confirmed by Distributor/Distributors will be delivered through our delivery partners on a ‘best effort’ basis. Subject to events beyond our control, the Product(s) will be delivered within seven (7) days of acceptance of order by Distributor/Distributors. During festive periods, these timelines may extend and the same will be duly notified to you. Distributor/Distributors and/or its authorized representatives may contact you by SMS, telephone, and/or email with information regarding your order and delivery.

4.2 You shall be bound to take delivery of the Product(s) purchased by you that are said to be in a deliverable state. Where you neglect or refuse to accept the delivery of the Product(s) ordered by you, you may be liable to Distributor/Distributors for such non-acceptance. Note: We will make three (3) delivery attempts on consecutive days to deliver your Order. If the third delivery attempt is unsuccessful, your Order shall stand cancelled and be eligible for a refund after deducting the delivery charges, irrespective of the value of the Order.

4.3 In case of any concerns with the delivery, you may either make contact by emailing us at contact.india@nespresso.com and contact.pro.india@nespresso.com or by calling us on our toll-free number at 1800 203 3333.

4.4 In order to deliver orders on time, Distributor/Distributors strives to keep sufficient stocks of Product(s). However, it is possible that stocks of certain Product(s) turn out to be insufficient for all deliveries to be affected on time. In such cases, you accept that Distributor/Distributors is entitled to complete partial deliveries or defer delivery, or cancel the Order.

4.5 Any Order placed through this Website can only be delivered within India.

4.6 Transfer of property and risk: The delivered Product(s) shall remain Distributor/Distributors property until you have paid the full Order value. All risk of loss or damage to the Product(s) shall be transferred to you upon your acceptance of the delivery of the Order (or of any persons acting in your place).

4.7 The total price in single figure of any good or service, along with the breakup price for the good or service, showing all the compulsory and voluntary charges such as delivery charges, postage and handling charges, conveyance charges and the applicable tax, as applicable. These details are available on the invoice issued to you. The customer is requested to take note of the same.

4.8 The details of the order are duly provided to the customer at the time of placing of order through email. In the event of any concern or grievance with regards to the product post-delivery, the customer can reach out on the toll free number 1800 203 3333 or email at contact.india@nespresso.com and contact.pro.india@nespresso.com within 10 (ten) days from the receipt of your Order.

5. Returns & Cancellation

5.1 Returns Policy

5.1.1 At the time of the delivery, it is your responsibility to verify the quantity and condition of the Product(s). In case you observe damage or missing items, you must notify us at contact.india@nespresso.com and contact.pro.india@nespresso.com or by calling us on our toll-free number at 1800 203 3333 within 10 (ten) days from the receipt of your Order.

5.1.2 We will, at our discretion, accept returns of a Product(s) and process refunds, only a. if the Product(s) received by you is physically damaged/defective before receipt or b. if the Product(s) received is different from its description on the product detail page, or c. if the label on the Product(s) shows that it has expired, or d. if the Products(s) from the Order placed are missing.

5.1.3 In case of returns against any other situation than mentioned above, the customer hereby agrees to bear the cost of the return, which will be communicated to the customer before they place the return order.

5.1.4 We reserve the right to pick up the product to ascertain and verify the product prior to issuing/initiating the refund/replacement.

5.1.5 The Product(s) should be returned in their original condition and packaging and you must include all relevant invoices and/or receipts including original user manual, warranty cards and original accessories along with your return.

5.1.6 We will refund you all the payments not later than 7 (seven) working days from the day on which we have received the Product(s) back. We will carry out such a refund using the same means of payment as you used for the initial transaction i.e. while placing your Order on the Website.

5.1.7 In the event customers are found to misuse the return policy by excessively returning, or cancelling or not accepting the orders placed, Distributor/Distributors reserves the right to warn and/or suspend and/or block / or rescind the collected reward points and/or terminate such customer accounts, as necessary.

5.2 Cancellation Policy

5.2.1. In case of requests for Order cancellations, we reserve the right to accept or reject requests for order cancellations for any reason whatsoever. As part of usual business practice, if we receive a cancellation notice and the Order has not been processed, we may cancel the order and refund you all the payments received from you. However, if you so desire and upon receipt of your request, we may refund to you all the payments not later than 7 (seven) working days from the day on which we have received the Product(s) back. We will carry out such a refund using the same means of payment as you used for the initial transaction i.e. while placing your Order on the Website.

5.2.2. We will not be able to cancel orders that have already been processed by us. You agree not to dispute the decision made by Distributor/Distributors respects and accepts our decision regarding the cancellation.

**6. *Promotions / Offers:**

6.1 We will be running promotions/offers on the Website from time to time. Such promotions/offers in relation to the Product(s), may be governed by their own terms and conditions as applicable. Distributor/Distributors reserves the right to change the offers or promotions without prior notice. Also, discounts applicable on product assortments may not be applicable on the constituent items when bought individually

6.2 You may receive certain Free Product(s) by us under several promotions / offers running on the Website from time to time which shall be solely at our discretion. Such Product(s) are made available to you free of cost, for your personal, non-commercial use only and you shall be solely liable for the use of the same. Please note that these Free Product(s) are subject to availability and not eligible for exchange, return, cancellation or refund.

7. Liability:

7.1 The photographs and texts illustrating and describing the Product(s) on this Website are non-contractual and for information purposes alone. Distributor/Distributors shall not be liable in case of errors or omissions in the photographs or texts displayed on this Website. Without limiting the scope of these General Conditions of Sale and to the extent permitted by applicable law, Distributor/Distributors liability for losses you suffer as a result of its breach of these General Conditions of Sale or negligence shall be no greater in amount than the purchase price of the Product(s) in respect of which damages are claimed.

7.2 Distributor/Distributors is only responsible for any loss or damage you suffer which is a foreseeable consequence of breach of these General Conditions of Sale or our negligence. We are not responsible for any loss or damage which is not foreseeable. Loss or damage is foreseeable if it is an obvious consequence of our breach or where it could be contemplated by you and us at the time your order is accepted by us. We expressly exclude any liability for any loss or damage which may be incurred by you as a result of your breach of these General Conditions of Sale. We only supply the Product(s) for personal and private use, and you agree not to use the Product(s) for any commercial, business, or resale purposes. We have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

8. Indemnification

8.1 You agree to indemnify, defend and hold harmless Distributor/Distributors, its subsidiaries, affiliates, vendors, agents, and their respective directors, officers, employees, contractors, and agents (hereinafter individually and collectively referred to as "indemnified parties") from and against any and all losses, liabilities, claims, suits, proceedings, penalties, interests, damages, demands, costs and expenses (including legal and other statutory fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by the indemnified parties that arise out of, result from, or in connection with (i) your breach of the Agreement(s); or (ii) any claims made by any third party due to, or arising out of, or in connection with, your use of the Website; or (iii) any claim that any content, information or materials provided by you caused damage to a third party; or (iv) your violation of any rights of another, including any intellectual property rights.

8.2 Distributor/Distributors may notify you of any claims which you shall be liable to indemnify Distributor/Distributors against. You shall then be required to consult with Distributor/Distributors regarding the course of action to be undertaken in defending such a claim. Further, you shall not compromise or settle any claim or admit any liability or wrongdoing on the part of Distributor/Distributors without the express prior written consent of Distributor/Distributors which can be withheld or denied or made conditional by Distributor/Distributors at its sole discretion.

8.3 Notwithstanding anything to contrary the Agreement(s), in no event shall Distributor/Distributors, its subsidiaries or affiliates, and their respective officers, directors, employees, or partners be liable to you for any special, incidental, indirect, consequential, exemplary, or punitive damages whatsoever, including those resulting from loss of use, data or profits, whether or not foreseeable or whether or not Distributor/Distributors has been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or any other claim arising out of or in connection with Your use of or access to the Website its services or its content.

9. Force Majeure

9.1 Distributor/Distributors will make every reasonable effort to fulfil its obligations. However, Distributor/Distributors cannot be held responsible or liable for delays or failure to deliver caused by circumstances beyond its reasonable control ("Force Majeure"). Such circumstances include without limitation strikes and industrial action by third parties, civil commotion, riots, wars, natural catastrophes, endemic, pandemic, lock-down, or any others that make impracticable or impossible the Product(s)ion, transportation, or delivery of Product(s).

9.2 In the event of a delay caused by Force Majeure, Distributor/Distributors obligations will be suspended and the time for performance of our obligations will be extended for the duration of the event. Distributor/Distributors will perform its obligations as soon as reasonably possible, and it reserves the right to allocate any remaining Product(s) supply among customers in a fair and reasonable manner. If we cannot perform our obligations due to such an event, you may cancel your order. To cancel, please contact us.

10. Severability

10.1 If any provision or part-provision of these General Conditions of Sale is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these General Conditions of Sale.

11. Assignment

11.1 You cannot assign or otherwise transfer all or part of these General Conditions of Sale, or any rights granted hereunder or any obligations, to any third party and any such assignment or transfer or purported assignment or transfer shall be void ab initio. Distributor/Distributors reserves the right to freely assign and/or transfer its rights and/ or obligations under all or part of these General Conditions of Sale to any third parties without the requirement of seeking your prior consent. Distributor/Distributors may inform you of such assignment or transfer in accordance with the notice requirements under the Agreement.

12. Waiver

12.1 No provision in these General Conditions of Sale will be deemed waived and no breach excused unless such waiver or consent is in writing and signed by Distributor/Distributors. Any consent by us to, or waiver of your breach, whether expressed or implied, will not constitute consent to, waiver of, or excuse for any other different or subsequent breach.

13. Principal to Principal Relationship

13.1 You and Distributor/Distributors are independent contractors and nothing in these General Conditions of Sale will be construed to create a partnership, joint venture, an association of persons, agency (disclosed or undisclosed), franchise, sales representative, or employment relationship between you and Distributor/Distributors. As an abundant caution, it is clarified that Distributor/Distributors shall not have any right to conclude any contract for sale or purchase of Product(s) for and/or on your behalf and the relationship between you and Distributor/Distributors are only on a principal-to-principal basis.

14. Miscellaneous

14.1 All notices with respect to these General Conditions of Sale from Distributor/Distributors will be served to you by email or by general notification on the Website. Any notice provided to Distributor/Distributors pursuant to these General Conditions of Sale should be sent to contact.india@nespresso.com and contact.pro.india@nespresso.com.

14.2 The present General Conditions of Sale embody the entire agreement concluded between Distributor/Distributors and yourself and supersede all previous oral and written terms and conditions (if any) communicated to you by us, for the purchase of Product(s).

14.3 The fact that Distributor/Distributors tolerates a violation by yourself of one of the obligations set out in the General Conditions of Sale or does not enforce a right attributed to it thereunder or under the law shall not be construed as a waiver by it to invoke and enforce its rights.

14.4 In the event that any provision of the General Conditions of Sale is considered to be illegal by law or regulation, existing or future, or by a court ruling, then such provision shall be considered stricken, and all other provisions of the General Conditions of Sale maintaining full force and effect between yourself and Distributor/Distributors.

14.5 The headings of the provisions of the General Conditions of Sale are for convenience alone and shall not alter or modify the terms and conditions in any manner.

Nov 2024