1.1. B2B Only: Wenmark International operates exclusively on a Business-to-Business (B2B) basis. Consumer protection laws applicable to retail transactions (B2C) in any jurisdiction do not apply to any transactions conducted with us.

1.2. Portal Use: The digital catalog and "Add to Cart/List" functionalities on our website are for generating Requests for Quotation (RFQs) only. Submitting a list does not constitute a binding contract.

1.3. Account Access: Access to our proprietary design portal is granted at our sole discretion and may be revoked without notice if unauthorized sharing of our intellectual property is suspected.

2.1. Proforma Invoice (PI): A binding contract is only formed when Wenmark International issues a formal Proforma Invoice (PI) and the Buyer remits the stipulated advance payment (Deposit) into our designated corporate bank account.

2.2. Cancellations: Once production commences (upon receipt of the deposit), orders cannot be cancelled, modified, or reduced by the Buyer. Any attempt to cancel will result in the immediate forfeiture of the entire deposit to cover raw material procurement and allocation costs.

3.1. Incoterms: All pricing and shipping terms are governed by the ICC Incoterms® 2020. Unless stated otherwise in the PI, all quotes are strictly FOB (Free on Board) Indian Port or Ex-Works (EXW) Jaipur.

3.2. Payment Milestones: Standard payment terms are an advance T/T (Telegraphic Transfer) deposit to initiate production, with the balance payment due against Bill of Lading, as soon as container boards the vessel.

3.3. Duties & Import Taxes: The Buyer is solely responsible for all destination port charges, customs duties, VAT/GST, storage fees, and import taxes in their respective country. Wenmark International is only responsible till F.O.B.

3.4. Currency & Bank Charges: All payments must be made in the currency specified on the PI (usually USD, EUR, or GBP). All intermediary bank charges are the responsibility of the Buyer.

This clause strictly limits liability regarding the natural behavior of solid wood and handcrafted goods. 4.1. Living Materials: Solid wood (Mango, Acacia, Sheesham, Teak, etc.) is a hygroscopic material. Variations in wood grain, color tones, mineral streaks, medullary rays, and natural knots are intrinsic features of the timber and are strictly not classified as defects.

4.2. Climate Acclimation: We kiln-dry our timber to international export standards (8% - 12% Moisture Content). However, wood expands and contracts with changes in destination humidity and temperature. Minor surface checking, hairline cracking, or slight warping caused by the Buyer's local climate or HVAC systems are the Buyer's accepted risk and are not grounds for claims.

4.3. Handcrafted Tolerances: As our goods are hand-finished, slight dimensional tolerances (up to +/- 1.5 cm) and minor finish/color variations between batches are standard industry practice and fully acceptable.

5.1. Estimated Lead Times: Production timelines (typically 45–90 days) are estimates and commence only upon receipt of the advance payment and final approval of CAD drawings or finish samples.

5.2. Force Majeure: Wenmark International shall not be liable for any delays, non-delivery, or default caused by events beyond our reasonable control, including but not limited to: Acts of God, severe weather affecting timber seasoning, port strikes, shipping vessel cancellations, global pandemics, government export restrictions, or raw material shortages.

6.1. Transfer of Risk: Risk of loss or damage to the goods passes to the Buyer the moment the goods pass the ship's rail at the port of loading (under FOB terms) or the moment the container leaves our managed facility (under Ex-Works terms).

6.2. Marine Insurance: Wenmark International does not automatically insure the cargo during ocean transit. The Buyer is strictly advised to secure comprehensive Marine Insurance. We accept no liability for goods damaged, dropped, or delayed by ocean carriers, customs inspections, or forwarders.

7.1. Inspection Window: The Buyer must inspect the goods immediately upon unloading at the destination warehouse. Any claims for manufacturing defects or missing items must be filed in writing within 15 calendar days of container arrival at the destination port.

7.2. Evidence Requirement: All claims must be accompanied by detailed photographic and video evidence of the defect, the item's batch/QC sticker, and the original packaging.

7.3. Remedy Limitation: If a manufacturing defect is verified by our QA/QC division, our sole obligation—and the Buyer's exclusive remedy—is limited to:

• (a) Issuing a credit note for the invoice value of the defective item, OR

• (b) Providing replacement items/parts in the Buyer’s next container order. 7.4. Exclusions: We are not liable for damage caused by improper unloading, forklift damage, poor storage conditions, or retail customer mishandling.

8.1. Wenmark Designs: All original designs, catalog imagery, technical drawings, and website content remain the exclusive property of Wenmark International. Buyers may not replicate, reverse-engineer, or share our designs with competing factories.

8.2. Custom (OEM) Designs: If a Buyer provides proprietary designs for manufacturing, the Buyer guarantees they hold the IP rights to those designs. The Buyer agrees to indemnify Wenmark International against any third-party IP infringement claims arising from the production of the Buyer’s custom designs.

9.1. Export Legality: We guarantee that our timber is sourced legally in accordance with Indian (VRIKSH) or Indonesian (SVLK) law.

9.2. Import Compliance: The Buyer is solely responsible for ensuring that the goods comply with all local laws, chemical testing regulations (e.g., REACH, Prop 65), and timber import regulations (e.g., EUTR, Lacey Act) in their destination country. Wenmark International bears no liability if goods are seized or rejected by destination customs due to the Buyer's failure to obtain necessary import permits.

10.1. Maximum Liability: Under no circumstances shall Wenmark International’s total cumulative liability to the Buyer, whether in contract, tort (including negligence), or otherwise, exceed the total Invoice Value of the specific goods giving rise to the claim.

10.2. No Consequential Damages: We explicitly disclaim liability for any indirect, incidental, punitive, special, or consequential damages, including but not limited to loss of profits, loss of retail revenue, delayed project penalties, or loss of reputation.

11.1. Applicable Law: These Terms and all commercial contracts shall be governed exclusively by the domestic laws of the Republic of India.

11.2. Waiver of CISG: The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

11.3. Dispute Resolution & Arbitration: Any dispute, controversy, or claim arising out of or relating to this Agreement shall be settled amicably through negotiation. If unresolved within 30 days, the dispute shall be finally settled by binding arbitration under the Arbitration and Conciliation Act, 1996 (India).

11.4. Venue: The seat and venue of arbitration, and the exclusive jurisdiction for any legal proceedings, shall be the competent courts of Jaipur, Rajasthan, India. The language of arbitration shall be English.