Terms of Service

These Terms of Service ("Terms") govern all wholesale purchase orders, trade enquiries, and commercial transactions between North Star Spice (Pvt) Ltd ("Seller", "we", "us") and you, the purchasing business entity ("Buyer"). By placing an order or submitting a trade enquiry, you confirm that you have read, understood, and agreed to these Terms on behalf of your organisation.

These Terms apply exclusively to B2B transactions. We do not sell directly to consumers (retail end-users).

1. Order Placement and Acceptance

All orders must be placed in writing — by email, via our website enquiry form, or by signed purchase order — specifying the product name, grade, quantity, packaging requirement, and required delivery Incoterm.

An order constitutes an offer to purchase. No binding contract is formed until the Seller issues a written Sales Confirmation / Pro Forma Invoice referencing the Buyer's purchase order. We reserve the right to decline any order at our discretion, including where the requested product is out of stock or the requested quantity cannot be met within the required timeframe.

Once a Sales Confirmation is issued and the Buyer has paid the agreed deposit (or provided a confirmed Letter of Credit where applicable), the order is considered firm and binding on both parties.

Minimum Order Quantities

Minimum order quantities (MOQ) apply per product as published on our website or as agreed in writing. Orders below the MOQ may be accepted at our discretion and may be subject to a small-lot surcharge.

Product Specifications

All products are described by grade, origin, and specification. Minor natural variation in colour, aroma, and moisture content within published tolerance ranges does not constitute non-conformance. Specification sheets and Certificates of Analysis (COA) are available on request prior to order placement.

2. Pricing and Payment Terms

Pricing

All prices are quoted in United States Dollars (USD) unless otherwise agreed in writing. Prices are valid for the period stated in the quotation, typically 7–14 days, subject to commodity market fluctuations. After expiry of a quotation, prices are subject to revision.

Payment Methods

We accept the following payment methods:

International bank wire transfer (T/T) — preferred method for all orders. Full banking details are provided on the Pro Forma Invoice.
Irrevocable Letter of Credit (L/C) — accepted for orders above USD 10,000. L/C terms must be confirmed with us before order placement.
Online payment gateway — available for sample kit and smaller orders at checkout.

Payment Schedule

New accounts: 100% payment in advance (T/T) before production and shipment, unless a Letter of Credit is agreed.
Established accounts (net-30): Buyers with at least 12 months of trading history and a satisfactory payment record may apply for net-30 credit terms. Net-30 means full payment is due within 30 calendar days of the invoice date (typically the Bill of Lading date).
Late payment: Overdue amounts accrue interest at 2% per month (pro-rated daily) from the due date until full settlement. We reserve the right to suspend further shipments on accounts with overdue balances.

All bank charges and transfer fees are for the Buyer's account. Payment is not considered received until cleared funds are credited to our nominated bank account.

3. Shipping and Incoterms

Default Incoterm: FOB Colombo

Unless otherwise agreed in writing, all shipments are made on FOB (Free on Board) Colombo terms (Incoterms® 2020). Under FOB Colombo:

The Seller is responsible for delivering the goods on board the nominated vessel at the Port of Colombo, Sri Lanka, cleared for export.
All costs and risks transfer to the Buyer once the goods cross the ship's rail at the port of loading.
The Buyer is responsible for arranging and paying for ocean freight, marine insurance, destination port charges, customs clearance, and any import duties at the destination country.

Alternative Incoterms

We are able to quote on CIF (Cost, Insurance and Freight) or DDP (Delivered Duty Paid) terms for select destinations. Please request an alternative Incoterm quotation at the time of enquiry.

Shipment Timeline

Estimated shipment dates are provided in good faith but are not guaranteed. Lead times are typically 7–21 business days from receipt of cleared payment, depending on product availability and vessel schedules. We will notify the Buyer promptly of any material delay.

Documentation

Standard export documentation provided includes: Commercial Invoice, Packing List, Certificate of Origin, Phytosanitary Certificate, and Bill of Lading. Additional certifications (organic, Halal, fumigation) are available at additional cost where applicable.

4. Risk of Loss and Title

Risk of loss or damage to the goods passes to the Buyer in accordance with the agreed Incoterm (by default, at FOB point). Title to the goods passes to the Buyer upon receipt of full payment. Until full payment is received, the Seller retains a security interest in the goods.

The Seller strongly recommends that the Buyer arranges adequate marine cargo insurance to cover the shipment from the point of risk transfer.

5. Product Warranties and Quality

The Seller warrants that all products:

Conform to the agreed specification and grade stated in the Sales Confirmation;
Are of merchantable quality and fit for their stated purpose as food-grade spices;
Have been handled, processed, and packaged in accordance with food safety standards applicable in Sri Lanka;
Are accompanied by a Certificate of Analysis (COA) issued per production batch, confirming moisture content, volatile oil content, and microbiological parameters.

This warranty does not cover: deterioration resulting from improper storage or handling by the Buyer after delivery; minor natural variation within published tolerance ranges; or any goods that have been processed, blended, or repackaged by the Buyer.

Claims

Any claim for non-conformance must be submitted in writing to info@northstarspice.com within 14 calendar days of the Buyer's receipt of the goods, accompanied by photographic evidence and, where relevant, a third-party laboratory analysis. Claims submitted after this period will not be accepted. Accepted claims may, at our option, be resolved by replacement shipment, credit note, or partial refund.

6. Limitation of Liability

To the maximum extent permitted by applicable law:

The Seller's total liability to the Buyer, whether in contract, tort (including negligence), or otherwise, shall not exceed the invoice value of the specific shipment giving rise to the claim.
The Seller shall not be liable for any indirect, special, consequential, or punitive damages, including loss of profit, loss of business, or loss of anticipated savings, even if advised of the possibility of such damages.
Nothing in these Terms limits or excludes liability for fraud, death, or personal injury caused by negligence, or any other liability that cannot be excluded under Sri Lankan law.

7. Force Majeure

Neither party shall be in breach of these Terms, nor liable for any failure or delay in performance, to the extent such failure or delay is caused by circumstances beyond that party's reasonable control, including but not limited to: acts of God; severe weather events; crop failure; strikes or industrial action; government actions or embargoes; port closures; pandemics; or war ("Force Majeure Event").

The affected party must notify the other in writing as soon as reasonably practicable after the Force Majeure Event occurs, describing the event and its expected duration. If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate the affected order by written notice without further liability.

8. Intellectual Property

All content on our website, including product descriptions, images, brand names, and logos, is the property of North Star Spice (Pvt) Ltd or its licensors and is protected by copyright and trademark law. You may not reproduce, distribute, or use our branding or content for commercial purposes without our prior written consent.

9. Confidentiality

Pricing, product specifications, and trade terms shared between the parties are confidential and shall not be disclosed to any third party without prior written consent, except as required by law or regulatory authority.

10. Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of or in connection with them (including non-contractual disputes) shall be governed by and construed in accordance with the laws of Sri Lanka.

The parties shall first attempt to resolve any dispute through good-faith negotiation within 30 days of written notice of the dispute. If the dispute is not resolved through negotiation, it shall be referred to and finally resolved by arbitration in Colombo, Sri Lanka, under the rules of the Institute for the Development of Commercial Law and Practice (ICLP) or such other arbitral body as the parties may agree. The arbitration shall be conducted in English. The arbitral award shall be final and binding on both parties.

11. General Provisions

Entire agreement: These Terms, together with any Sales Confirmation and agreed specifications, constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements relating to the subject matter.
Amendments: No amendment to these Terms is effective unless agreed in writing by authorised representatives of both parties.
Waiver: Failure to enforce any provision of these Terms does not constitute a waiver of the right to enforce it in the future.
Severability: If any provision is found to be invalid or unenforceable, the remaining provisions continue in full force.
Assignment: The Buyer may not assign its rights or obligations under these Terms without our prior written consent.

12. Contact

For all commercial enquiries, order placements, and contractual matters, please contact us at info@northstarspice.com.