Legal Document

Terms & Conditions

Please read these terms carefully before engaging in business with Shyali Products Private Limited (SPPL).

Last Updated: January 2026

1. General Terms

These Terms and Conditions govern all business transactions between Shyali Products Private Limited ("SPPL", "we", "our") and our customers, distributors, and business partners ("you", "your").

By placing an order or entering into a business relationship with SPPL, you acknowledge that you have read, understood, and agree to be bound by these terms.

Business Model: SPPL operates exclusively on a Rotational or SQL (Sequel Supply Chain) model with all buyers and suppliers. Orders and supply rotate based on pay terms and credit days assigned with each vendor. See our SOP for complete details.

SPPL reserves the right to modify these terms at any time. Continued business engagement constitutes acceptance of updated terms.

2. Product Quality Standards

All products supplied by SPPL undergo rigorous quality control processes in accordance with our Standard Operating Procedures (SOP v1.4). Our quality commitments include:

  • FSSAI Compliance: All food products are certified and comply with Food Safety and Standards Authority of India regulations.
  • Multi-Stage Inspection: Products undergo quality testing at raw material sourcing, processing, packaging, and pre-dispatch stages.
  • Traceability: Complete batch traceability maintained for all products from source to delivery.
  • Hygiene Standards: Processing and packaging conducted in certified, hygienic facilities.

3. Procurement Policy

SPPL maintains a transparent and ethical procurement process as outlined in our official Procurement Policy & SOP:

Vendor Selection

All vendors undergo thorough verification, quality audits, and certification checks before onboarding.

Fair Pricing

Competitive and transparent pricing with no hidden costs. Bulk order discounts available.

Ethical Sourcing

Direct sourcing from farmers and certified suppliers across India, ensuring fair trade practices.

Documentation

Complete documentation including test reports, certificates, and compliance records provided on request.

4. Ordering & Delivery

Order Placement

  • Orders can be placed via phone, email, or through authorized sales representatives.
  • Minimum order quantities (MOQ) apply based on product category and packaging type.
  • Order confirmation will be provided within 24-48 business hours.

Delivery Terms

  • Pan-India delivery through our distribution network across multiple states.
  • Standard delivery timeline: 5-10 business days depending on location and order volume.
  • Freight charges apply based on delivery location and order weight. Free delivery available for bulk orders above specified thresholds.
  • Risk of loss transfers to buyer upon delivery at the specified destination.

5. Payment Terms & Fund Flow

Principal Trading Entity

SPPL operates as a principal trading entity. SPPL issues its own invoices and bears commercial, credit, and execution risk. SPPL is not acting as a payment aggregator, escrow operator, or intermediary.

Fund Flow Disclosure

Payments are received directly by SPPL against SPPL-issued invoices. Vendor settlements are executed by SPPL as per agreed commercial terms.

  • SPPL receives payments directly into SPPL's designated bank account
  • All invoices are issued by SPPL as the principal trader
  • Vendor payments are made by SPPL as per agreed commercial terms

Future Enhancement: Regulated escrow-based settlement may be adopted in future through banking partners, subject to applicable approvals. Any such escrow mechanisms will be bank-managed or through RBI-licensed payment aggregators.

Onboarding Required

All Buyers/Suppliers must complete the onboarding process on an agreement basis with document verification before any order placement.

Payment Terms

Payment terms will be decided and finalized post successful onboarding and agreement execution between SPPL and the vendor.

Accepted Payment Methods: Bank Transfer (NEFT/RTGS/IMPS), UPI, and other approved digital payment methods.

Important: SPPL does not accept Cash on Delivery (COD) or any direct physical cash transactions. All payments must be made to SPPL's designated bank account against valid SPPL-issued invoices.

6. Returns & Refunds

SPPL is committed to customer satisfaction. Our return policy is designed to ensure fair resolution of quality concerns:

Quality Issues

Products with genuine quality defects will be replaced or refunded at SPPL's discretion. Claims must be raised within 48 hours of delivery with photographic evidence.

Transit Damage

Damage during transit must be reported immediately upon delivery. Damaged goods should not be accepted without noting discrepancies on delivery receipt.

Non-Returnable Items

Custom-labeled products, opened packaging, and products stored improperly by the buyer are not eligible for return.

7. Limitation of Liability

While SPPL strives for excellence in product quality and service delivery, the following limitations apply:

  • SPPL's maximum liability shall not exceed the invoice value of the specific products in question.
  • SPPL shall not be liable for any indirect, consequential, or incidental damages arising from the use or inability to use our products.
  • Force majeure events (natural disasters, strikes, government actions, pandemics) shall excuse SPPL from performance obligations during such events.
  • Product usage beyond recommended guidelines or improper storage voids any product warranties.

Governing Law & Jurisdiction

These terms shall be governed by and construed in accordance with the laws of India. Any disputes arising from these terms shall be subject to the exclusive jurisdiction of courts in India.

8. Dispute & Enforcement

SPPL maintains strict enforcement protocols for all business relationships. Violations of agreed terms will be treated seriously with appropriate consequences.

Breach Categories

Rotational/SQL Breaches

Non-compliance with agreed rotation schedules, credit days, payment terms, or supply chain order sequences. Includes delayed payments beyond credit period, unilateral order changes, and supply disruptions without prior authorization.

Unauthorized Direct Dealing

Any transaction or communication between SPPL-connected buyers and suppliers that bypasses SPPL, including direct pricing negotiations, side agreements, or order placement outside the authorized SPPL channel. See our Vendor Code of Conduct for detailed guidelines.

Mid-Transit Violations

Unauthorized changes to consignee, destination, or delivery terms after dispatch. Includes diversion of goods, unauthorized re-routing, or documentation changes without written SPPL approval.

Enforcement Actions & Consequences

  • 1
    Account Freeze: Immediate suspension of all business operations with the violating party pending investigation.
  • 2
    Reconciliation Hold: All pending settlements and payments placed on hold until dispute resolution and reconciliation is completed.
  • 3
    Loss Recovery: SPPL reserves the right to recover any direct or consequential losses arising from the breach, including margin losses, transport costs, and administrative expenses.
  • 4
    Legal Costs Recovery: The breaching party shall bear all legal costs, attorney fees, and litigation expenses incurred by SPPL in enforcing these terms or recovering dues.
  • 5
    Permanent Termination: Severe or repeated violations may result in permanent termination of the business relationship and blacklisting from SPPL's vendor network.

Note: Disputed vendor balances shall not be treated as admitted liabilities. Clear documentation of vendor breach, non-performance, or GST cancellation is maintained and may be presented in any legal proceedings.

9. GST & Transport Compliance

All transactions conducted through SPPL must strictly comply with GST regulations and transport documentation requirements.

GST Compliance

  • All GST payments continue as per statutory timelines
  • Valid GSTIN required for all registered vendors
  • GST cancellation status monitored regularly

Transport Requirements

  • Valid e-way bill required for all interstate movements
  • Written acceptance before dispatch
  • System-logged consent for all shipments

Mandatory: No e-way bill, transport, or dispatch shall be initiated without written acceptance, internal approval, and system-logged consent. Unauthorized transport movements must be immediately recorded and escalated.

10. Grievance & Compliance

SPPL maintains transparent governance and provides clear channels for grievance redressal and compliance concerns.

Grievance Ticket Workflow

1

Submit

Email or WhatsApp

2

Acknowledge

Within 24 hours

3

Investigate

3-5 business days

4

Resolve

Written response

Grievance & Compliance Contact

WhatsApp

+91-9311403138

For compliance escalations, include "COMPLIANCE" in your email subject line for priority handling.

Communication Standards: All vendor communications, legal notices, and authority submissions must adhere to SPPL-approved wording. Any deviation requires prior clearance by an authorized legal/management representative of SPPL.

11. Contact Information

For questions, concerns, or clarifications regarding these Terms and Conditions, please contact us:

Shyali Products Private Limited

Registered Office

Dabri, Delhi - 110045, India

Head Office

Darjeeling, West Bengal

Chat Support

+91-9311403138

Regional Zones

Jalgaon

Maharashtra

Ratlam

Madhya Pradesh

East Godavari

Andhra Pradesh

Darjeeling

West Bengal

By engaging in business with Shyali Products Private Limited, you confirm that you have read, understood, and agree to abide by these Terms and Conditions.