Terms and Conditions | Rita Cashmere Nepal

Agreement to Terms

Welcome to Rita Cashmere. These Terms and Conditions (“Terms,” “Agreement”) constitute a legally binding agreement between you (the “Client,” “Buyer,” “User,” or “you”) and Rita Cashmere, a cashmere manufacturing company located at 17 Man Marg, Kathmandu 44600, Nepal (“Rita Cashmere,” “we,” “us,” or “our”).

By accessing our website (www.ritacashmere.com), using our services, placing orders, or engaging in any business transaction with us, you agree to be bound by these Terms and Conditions.

If you do not agree to these Terms, you must not use our website or services.

1. Definitions

“Agreement” means these Terms and Conditions, together with any quotations, purchase orders, invoices, and other documents incorporated by reference.

“B2B” means business-to-business transactions between commercial entities.

“Buyer” or “Client” means any business entity or individual purchasing products or services from Rita Cashmere.

“Chyangra Pashmina” means the fine cashmere fiber obtained from Chyangra goats in the Himalayan region of Nepal.

“Customization” means any modification, design change, color matching, sizing adjustment, or branding service requested by the Client.

“Delivery” means the transfer of Products from Rita Cashmere to the carrier or directly to the Client, as specified in the applicable shipping terms.

“Force Majeure Event” means any event beyond the reasonable control of either party, including natural disasters, war, terrorism, labor disputes, government actions, pandemics, or Acts of God.

“Intellectual Property” means all patents, trademarks, service marks, trade names, copyrights, trade secrets, proprietary information, and other intellectual property rights.

“NPIA” means the Nepal Pashmina Industries Association, the official certifying body for authentic Nepalese cashmere products.

“OEM” means Original Equipment Manufacturer services where we manufacture products to the Client’s specifications.

“ODM” means Original Design Manufacturer services where we provide design assistance along with manufacturing.

“Order” means a Client’s request to purchase Products, confirmed by our order acknowledgment or invoice.

“Products” means all cashmere, pashmina, wool, and textile goods manufactured and/or sold by Rita Cashmere.

“Purchase Order” means the Client’s written authorization to proceed with production and delivery of Products.

“Services” means all manufacturing, design, customization, quality control, packaging, shipping, and related services provided by Rita Cashmere.

“Website” means www.ritacashmere.com and all associated pages, platforms, and digital properties owned or operated by Rita Cashmere.

2. Scope of Services

2.1 Our Services

Rita Cashmere provides the following B2B services:

Manufacturing Services:

Production of cashmere and wool knitwear
Custom manufacturing (OEM/ODM)
Private label production
White label services
Bespoke and custom product creation

Design Services:

Product design consultation
Technical specification development
Pattern creation and modification
Sample development
Prototype production

Customization Services:

Color matching and custom dyeing
Size and fit customization
Logo embroidery and branding
Custom labeling and packaging
Material selection and blending

Quality Assurance:

Multi-point quality inspection
NPIA certification
SGS material verification
Pre-shipment inspection
Quality documentation

Logistics Support:

International shipping coordination
Export documentation
Customs compliance support
Packaging and handling

2.2 Business-to-Business Only

Our services are provided exclusively for business-to-business (B2B) transactions. We do not sell directly to individual consumers for personal use. All orders must be placed by registered businesses, retailers, distributors, or commercial entities for resale or business purposes.

2.3 Minimum Order Quantities

We maintain minimum order quantities (MOQ) that vary by product type, customization level, and service:

Stock items: 50-100 pieces
Custom colors: 100-200 pieces
New designs/Private label: 200-500 pieces
Specific MOQs will be stated in quotations

2.4 Geographic Availability

We serve clients worldwide and ship internationally to countries where we can legally export our products and where clients can legally import them.

3. Business Relationship

3.1 Client Eligibility

To engage our services, you must:

Be a legally registered business entity or authorized representative
Be at least 18 years of age or the age of majority in your jurisdiction
Have the legal authority to enter into binding contracts
Provide accurate business registration and contact information
Comply with all applicable laws and regulations in your jurisdiction

3.2 Account Registration

If you create an account on our website:

You must provide accurate, current, and complete information
You are responsible for maintaining the confidentiality of your account credentials
You are responsible for all activities that occur under your account
You must notify us immediately of any unauthorized use
We reserve the right to suspend or terminate accounts that violate these Terms

3.3 Business Verification

We reserve the right to:

Verify your business registration and credentials
Request additional documentation for due diligence
Conduct credit checks for payment term arrangements
Refuse service to any entity at our discretion
Terminate relationships that violate these Terms or applicable laws

4. Orders and Quotations

4.1 Quotation Process

Quotation Requests:

Clients may request quotations via email, website form, or WhatsApp
Quotations are provided based on information supplied by the Client
All quotations are estimates and subject to confirmation

Quotation Validity:

Standard quotations are valid for 30 days from the date of issue
Prices may change after expiration due to material costs, exchange rates, or other factors
Extended validity periods may be negotiated for large orders

Quotation Terms:

Quotations are not binding until confirmed by Purchase Order
Quotations may include specifications, pricing, timelines, and terms
Custom quotations are confidential and intended solely for the requesting party

4.2 Order Placement

Purchase Orders:

Orders must be submitted in writing via Purchase Order (PO)
POs must include: product specifications, quantities, delivery address, requested delivery date
Electronic POs via email are acceptable

Order Confirmation:

We will review and confirm orders within 2-3 business days
Our written order acknowledgment or proforma invoice constitutes acceptance
No order is binding until we issue written confirmation

Order Modifications:

Changes to confirmed orders must be requested in writing immediately
Modifications are subject to acceptance and may incur additional costs
Changes may not be possible once production has commenced

4.3 Product Specifications

Client Responsibility:

Clients must provide complete, accurate specifications
Technical drawings, tech packs, samples, or detailed descriptions required
Color specifications (Pantone codes, physical samples, or approved swatches)
Sizing charts and measurements
Branding and labeling requirements

Our Responsibility:

We will manufacture according to approved specifications
We will seek clarification on ambiguous specifications
We will provide technical guidance and recommendations
We will produce samples for approval before bulk production

Specification Approval:

All specifications must be approved in writing before production
Changes after approval may require new samples and additional costs
Approved specifications become part of the binding agreement

5. Pricing and Payment Terms

5.1 Pricing

Price Determination:

Prices are quoted in USD unless otherwise specified
Prices include manufacturing, standard packaging, and quality control
Prices exclude shipping, customs duties, taxes (unless specified)
Volume discounts available based on order quantity

Price Adjustments:

Confirmed order prices are fixed unless modifications are made
Prices may be adjusted for: order changes, specification modifications, quantity changes, extended delivery timelines
Material cost fluctuations may require price adjustment for long-term projects

Additional Costs:

Custom sample development: $150-300 per sample (refundable with bulk order)
Rush production fees: 15-30% of order value (subject to availability)
Special packaging or branding: quoted separately
Design development services: quoted separately for complex projects

5.2 Payment Terms

Standard Payment Structure:

For New Clients:

30-50% deposit upon order confirmation
50-70% balance before shipment
Full payment required before goods are released

For Established Clients:

Payment terms negotiable based on relationship and credit assessment
Net 30/60 terms available for qualified clients
Consignment arrangements considered case-by-case

Payment Methods:

Bank transfer (T/T) – preferred method
Letter of Credit (L/C) – accepted for large orders
PayPal – available for sample orders and small transactions
Wire transfer via SWIFT

Payment Processing:

Deposit must be received before production commences
Balance must be received before shipment is released
Bank charges and transfer fees are the responsibility of the Buyer
Payments must reference invoice or PO number

5.3 Currency and Exchange Rates

All prices quoted in USD unless otherwise specified
Exchange rate fluctuations are the responsibility of the Buyer
We reserve the right to adjust prices if extreme currency fluctuations occur between order and payment

5.4 Late Payments

Consequences of Late Payment:

Production or shipment may be delayed until payment received
Late fees may apply: 2% per month on overdue balances
Future orders may require prepayment
Legal action may be taken for significantly overdue accounts

Collection Costs:

Buyer responsible for all collection costs, including attorney fees
Interest accrues on unpaid balances per Nepalese law

5.5 Taxes and Duties

Client Responsibility:

Import duties, taxes, VAT, GST at destination are Buyer’s responsibility
Customs clearance fees and broker costs borne by Buyer
Buyer responsible for compliance with import regulations

Our Responsibility:

We handle Nepal export documentation and clearance
We provide certificates of origin and required export documents
We declare accurate values on customs documents

6. Manufacturing and Production

6.1 Production Timeline

Standard Lead Times:

Stock/White Label items: 30-45 days
Custom colors: 45-60 days
Private Label/OEM: 60-90 days
New designs/ODM: 60-90 days (plus 2-4 weeks sample development)

Timeline Factors:

Order quantity and complexity
Customization requirements
Season (peak vs. off-peak production periods)
Material availability
Sample approval time

Production Delays:

We will notify Clients promptly of any anticipated delays
Delays caused by Client (approval delays, payment delays, specification changes) extend timelines accordingly
Force Majeure events may impact timelines (see Section 17)

6.2 Production Standards

Manufacturing Quality:

All products manufactured according to approved specifications
NPIA-certified authentic Nepalese Chyangra Pashmina
SGS-certified premium yarns
Multi-point quality control throughout production
GOTS-aligned sustainable production practices

Tolerances:

Industry-standard manufacturing tolerances apply:
- Dimensions: ±2-3% variation acceptable
- Weight: ±5% variation acceptable
- Color: Minor shade variations within acceptable range
- Natural fiber characteristics may cause slight variations

Changes During Production:

Material substitutions only with Client approval
Process changes only if necessary to meet specifications
Client notified of any required modifications

6.3 Client Obligations During Production

Timely Approvals:

Respond to sample approvals within agreed timeframe (typically 5-7 days)
Delays in approval extend production timelines
Failure to approve within 30 days may result in order cancellation

Material Supply (if applicable):

If Client supplies materials, they must meet our quality standards
Materials must arrive on schedule to maintain production timeline
Client responsible for material quality and suitability

Communication:

Maintain responsive communication throughout production
Designate primary contact person for production queries
Respond promptly to requests for clarification

7. Quality Standards and Inspection

7.1 Quality Assurance Process

Our Quality Control:

Raw material inspection (SGS certification verification)
In-process quality monitoring
Dimensional accuracy checks
Color consistency verification
Stitch quality and construction inspection
100% final inspection before packaging
Pre-shipment documentation and reporting

Quality Standards:

NPIA certification standards
International textile quality benchmarks
Agreed specifications in Purchase Order
Industry-standard tolerances

7.2 Client Inspection Rights

Pre-Shipment Inspection: Clients may:

Visit factory for in-person inspection (with advance notice)
Request photo/video documentation for remote inspection
Engage third-party inspection companies (SGS, Bureau Veritas, Intertek, etc.)
Request pre-shipment samples from production batch

Inspection Timeline:

Inspection requests must be made before shipment
Reasonable time allowed for inspection (3-7 days)
Goods held pending inspection approval
Storage fees may apply for extended inspection periods

Inspection Costs:

Factory inspection visits: No fee (Client bears travel costs)
Photo/video documentation: No fee
Third-party inspection: Client bears inspection company fees
Pre-shipment samples: Included in order

7.3 Acceptance of Goods

Acceptance: Goods are deemed accepted when:

Client approves pre-shipment inspection
Goods are delivered and Client does not notify us of defects within inspection period
Client uses, sells, or otherwise disposes of goods

Inspection Period:

Client has 7 days from delivery to inspect goods
Client must notify us in writing of any defects or non-conformities
After 7 days, goods are deemed accepted unless defects are latent (not discoverable by reasonable inspection)

8. Samples

8.1 Sample Types

Stock Samples:

Existing product samples: $50-100 per piece
Shipped within 3-5 business days
Refundable with bulk order of 200+ pieces

Custom Samples:

Made-to-order based on Client specifications: $150-300 per piece
Development time: 2-4 weeks
Refundable with bulk order of 200+ pieces

Color Samples:

Yarn swatches: $5 per color
Custom Pantone development: $25 per color
Refundable with bulk order (10+ colors)

Pre-Production Samples:

Final approval sample before bulk production
Included in custom order price for orders 200+ pieces
Must be approved before production proceeds

8.2 Sample Terms

Ownership:

Samples remain property of Rita Cashmere until paid for
Custom samples become Client property upon payment

Approval:

Written approval required before bulk production
Approved samples become quality standard for bulk order
Changes after approval may require new samples and fees

Return:

Stock samples may be returned for refund (Client pays return shipping)
Custom samples are non-returnable
Return within 30 days for refund eligibility

Confidentiality:

Custom samples and designs are confidential
Samples should not be shared with competitors
Samples are for evaluation purposes only

9. Intellectual Property Rights

9.1 Rita Cashmere Intellectual Property

Our IP:

Rita Cashmere name, logo, trademarks, and branding
Website content, photography, and graphics
Design templates and proprietary techniques
Manufacturing processes and methods
Marketing materials and documentation

Client Use:

Clients may not use our trademarks without written permission
Product photography provided may be used for marketing our products only
Respect our intellectual property rights in all uses

9.2 Client Intellectual Property

Client IP:

Client trademarks, logos, brand names
Client-provided designs, patterns, specifications
Client confidential information
Client marketing materials

Our Use:

We may use Client IP only for purposes of fulfilling orders
We will not disclose Client IP to third parties without permission
We will protect Client IP as confidential information

9.3 Custom Designs

Design Ownership for Private Label/ODM:

Designs created collaboratively are co-owned unless otherwise agreed
Exclusive designs created for Client remain Client property upon full payment
Client grants us license to produce ordered quantities

Design Protection:

We will not produce Client’s exclusive designs for other clients
Client should protect designs through appropriate IP registration
Confidentiality obligations continue after termination of relationship

9.4 Infringement

Client Representation:

Client represents that all provided IP does not infringe third-party rights
Client indemnifies us against IP infringement claims arising from Client-provided designs
Client responsible for securing necessary licenses or permissions

Our Protection:

We will notify Client if we become aware of potential IP issues
We reserve right to refuse orders that may infringe third-party IP
Client must defend us against third-party IP claims related to Client designs

10. Shipping and Delivery

10.1 Shipping Terms

Available Shipping Terms:

FOB (Free on Board) – Nepal:

We deliver to Nepal airport/port
Client arranges and pays for international shipping
Risk and title transfer to Client at Nepal departure point
Client responsible for customs clearance at destination

CIF (Cost, Insurance, Freight):

We arrange and pay for shipping to destination port
Insurance included
Risk transfers to Client upon loading at Nepal
Title transfers at destination port
Client responsible for customs clearance and final delivery

Door-to-Door (DDP/DDU available):

We handle complete logistics to Client’s address
DDP: We pay all duties and taxes (quoted separately)
DDU: Client pays duties and taxes upon delivery
Maximum convenience for Client

Shipping Terms Negotiation:

Terms specified in quotation and Purchase Order
Can be negotiated based on Client preference and order size

10.2 Shipping Methods

Air Freight:

Speed: 5-7 days (USA/Europe), 3-5 days (Asia)
Best for: Orders under 200kg or time-sensitive deliveries
Cost: Moderate to high

Sea Freight:

Speed: 20-35 days depending on destination
Best for: Large orders over 200kg
Cost: Most economical for bulk

Express Courier (DHL/FedEx/UPS):

Speed: 3-5 days worldwide
Best for: Samples, urgent small orders
Cost: Premium

10.3 Delivery Timeline

Estimated Delivery:

Delivery estimates are approximate, not guaranteed
Based on typical shipping times and normal conditions
Delays possible due to customs, weather, carrier issues, or force majeure

Notification:

We provide tracking information upon shipment
Client responsible for monitoring shipment progress
Client notified of any known delays

Delivery Failure:

Client must provide accurate, complete delivery address
Client responsible for receiving shipments during business hours
Failed deliveries due to incorrect address or unavailability are Client’s responsibility
Reshipment costs borne by Client

10.4 Packaging

Standard Packaging:

Products individually packaged in polybags
Packed in export-quality cartons
Cartons labeled with contents, destination, handling instructions
Suitable for international shipping

Custom Packaging:

Gift boxes, branded packaging available (quoted separately)
Custom packaging requirements must be specified in order
Additional costs and lead time may apply

Packaging Responsibility:

We ensure products are properly packaged for safe transit
Damage during shipping due to inadequate packaging is our responsibility
Damage due to carrier mishandling is covered by insurance (if purchased)

11. Risk of Loss and Title Transfer {#risk-of-loss}

11.1 Risk of Loss

When Risk Transfers to Client:

FOB Terms:

Risk transfers when goods loaded on carrier at Nepal departure point
Client bears risk during international transit
Insurance recommended and available

CIF Terms:

Risk transfers when goods loaded on carrier at Nepal
Our insurance covers transit to destination port
Client bears risk after destination port delivery

Door-to-Door Terms:

Risk transfers upon delivery to Client’s specified address
We bear risk during entire transit
Insurance included in shipping cost

Client Responsibility After Transfer:

Client responsible for loss, damage, or theft after risk transfer
Client should inspect goods immediately upon receipt
Client must file claims directly with carrier if damage occurs during their risk period

11.2 Title Transfer

When Title Transfers to Client:

Title transfers upon full payment of invoice
For FOB/CIF: Title transfers at specified point (even if payment not complete)
Goods remain our property until paid in full
We may reclaim goods for non-payment

Security Interest:

We retain security interest in goods until full payment
Client may not resell goods until full payment made
If Client resells before payment, holds proceeds in trust for us

12. Returns, Refunds, and Cancellations {#returns-refunds}

12.1 Returns Policy

Manufacturing Defects:

Products with verified manufacturing defects may be returned
Client must notify us within 7 days of delivery with photo/video evidence
We will assess claim within 24-48 hours
Approved returns: We pay return shipping and provide replacement or refund

Non-Defective Returns:

Made-to-order, custom, and personalized products are non-returnable
Stock items may be returnable (case-by-case basis)
Client pays return shipping
Restocking fee: 20-30% of order value
Products must be unused, in original packaging

Return Process:

Contact us for Return Authorization (RA) number
Ship products with RA number within 14 days of approval
We inspect returned goods upon receipt
Refund or replacement issued if return approved

Non-Returnable Items:

Custom-made products (OEM/ODM, private label, bespoke)
Products manufactured to Client specifications
Products with Client branding applied
Clearance or sale items
Used or altered products

12.2 Refunds

Refund Eligibility:

Manufacturing defects verified by our inspection
Cancellations before production commences (deposit refund less admin fee)
Sample fees (refundable with qualifying bulk order)

Refund Processing:

Refunds issued within 14 days of approval
Refunded via original payment method
Shipping costs non-refundable unless defect is our fault
Bank transfer fees deducted from refund amount

Partial Refunds:

May be issued for partial defects in order
Proportional to defective quantity
Client may choose partial refund or full replacement

12.3 Order Cancellations

Client-Initiated Cancellations:

Before Production Starts:

Full refund of deposit less 10% administrative fee
Must notify in writing within 48 hours of order confirmation

After Production Starts (but not complete):

Deposit non-refundable
Client may be liable for materials purchased and work completed
We will assess costs incurred and negotiate settlement

After Production Completed:

No cancellation permitted
Full payment required
Client may defer delivery with storage fees

Force Majeure Cancellations:

Either party may cancel if Force Majeure prevents performance
Equitable settlement of costs incurred
No penalties for Force Majeure cancellation

Our Right to Cancel:

We may cancel orders for: non-payment, breach of Terms, impossibility of performance, Client misrepresentation
Deposit refunded less costs incurred if we cancel

13. Warranties and Disclaimers

13.1 Product Warranties

Limited Warranty: We warrant that products will:

Conform to agreed specifications at time of delivery
Be made from authentic NPIA-certified Nepalese cashmere (as represented)
Be free from material manufacturing defects
Meet stated quality standards and descriptions

Warranty Period:

30 days from delivery date
Applies to manufacturing defects only
Does not cover normal wear, misuse, or improper care

Warranty Claims:

Client must notify us in writing within 7 days of discovering defect
Provide photo/video evidence of defect
Return defective products for inspection (if requested)
We will repair, replace, or refund at our option

Warranty Exclusions: This warranty does not cover:

Defects caused by Client misuse, neglect, or improper storage
Normal wear and tear
Damage during shipping (after risk transfer)
Products altered by Client or third parties
Defects caused by improper care or cleaning
Minor variations within industry-standard tolerances
Natural characteristics of cashmere fibers

13.2 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY STATED IN SECTION 13.1, WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING:

IMPLIED WARRANTIES DISCLAIMED:

NO WARRANTY OF MERCHANTABILITY: Products sold “as is” except for express warranty above
NO WARRANTY OF FITNESS FOR PARTICULAR PURPOSE: We do not warrant products are suitable for Client’s specific intended use unless expressly agreed in writing
NO WARRANTY OF NON-INFRINGEMENT: Except for our representation that we own/license our IP used in standard products

No Guarantees:

We do not guarantee uninterrupted or error-free website operation
We do not guarantee specific sales results, profits, or business success from use of our products
We do not warrant against all possible defects

Client Acknowledgment:

Client acknowledges that natural cashmere has inherent variations
Client accepts responsibility for testing products for intended use
Client agrees these disclaimers are fair and reasonable

13.3 Third-Party Products and Services

No Warranty for Third Parties:

We are not responsible for performance of third-party carriers, suppliers, or service providers
Shipping carrier delays, damages, or losses are subject to carrier’s terms
Payment processor issues are subject to processor’s terms
Client should review third-party terms and policies

14. Limitation of Liability

14.1 Types of Damages

CONSEQUENTIAL DAMAGES EXCLUDED:

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE ARE NOT LIABLE FOR:

Lost profits or revenue
Loss of business opportunity
Loss of data or information
Loss of goodwill or reputation
Costs of substitute products or services
Claims by third parties (except as required by law)
Any indirect, incidental, special, exemplary, punitive, or consequential damages

This exclusion applies even if:

We were advised of possibility of such damages
Such damages were foreseeable
Remedy fails of its essential purpose

14.2 Maximum Liability Cap

TOTAL LIABILITY LIMITED:

Our total aggregate liability for all claims arising from or related to any order, these Terms, or our relationship with Client shall not exceed the lesser of:

The amount paid by Client for the specific products giving rise to the claim, OR
USD $10,000

This limitation applies to:

All causes of action (contract, tort, negligence, strict liability, etc.)
All types of damages (direct, indirect, consequential, etc.)
All claims combined (not per claim)

Exceptions: This limitation does not apply to:

Our intentional misconduct or gross negligence
Death or personal injury caused by our negligence
Fraud or fraudulent misrepresentation
Matters that cannot be limited by applicable law

14.3 Client Responsibility

Client Assumes Risk For:

Suitability of products for intended use
Testing products before resale
Compliance with laws in Client’s jurisdiction
Marketing and selling products to end users
End user claims and product liability (Client indemnifies us – see Section 15)
Import compliance and regulations

Client’s Duty to Mitigate:

Client must take reasonable steps to minimize damages
Failure to mitigate may reduce recovery
Client should notify us promptly of issues to allow correction

14.4 Basis of the Bargain

Fair Allocation of Risk: Client acknowledges and agrees that:

These limitations are a fundamental basis of our bargain
Pricing reflects this allocation of risk
We would not provide products/services without these limitations
These limitations are reasonable under the circumstances
Client has opportunity to purchase additional insurance if desired

15. Indemnification

15.1 Client Indemnification Obligations

Client agrees to indemnify, defend, and hold harmless Rita Cashmere, its officers, directors, employees, agents, affiliates, and partners from and against any and all:

Claims, demands, actions, or proceedings
Losses, damages, liabilities, costs, and expenses (including reasonable attorney fees)

Arising from or related to:

Intellectual Property Infringement:

Claims that Client-provided designs, logos, or materials infringe third-party IP rights
Client use of our products in ways that infringe third-party rights
Client’s branding or marketing materials

Product Liability:

Claims by end users or third parties arising from Client’s resale of products
Product defects alleged by end users (Client handles end user claims)
Injuries or damages to third parties from Client’s products
Failure to warn end users or provide proper care instructions

Legal Compliance:

Client’s failure to comply with import regulations
Client’s failure to comply with consumer protection laws
Client’s failure to meet labeling or safety requirements in Client’s jurisdiction
Misleading advertising or misrepresentation by Client

Client Misconduct:

Client’s breach of these Terms
Client’s negligence or willful misconduct
Client’s violation of applicable laws
Client’s misuse of our products or services

15.2 Indemnification Process

Notification:

We will notify Client promptly of any claim subject to indemnification
Failure to notify does not waive indemnification unless Client prejudiced

Defense:

Client will assume defense of claim with counsel reasonably acceptable to us
Client will not settle without our written consent
We may participate in defense at our own expense

Cooperation:

We will reasonably cooperate in defense
Client will keep us informed of case progress
Client will not make admissions binding on us without consent

15.3 Our Indemnification

We agree to indemnify Client against third-party claims that:

Our standard products (without Client modifications) infringe third-party IP rights
Our gross negligence or intentional misconduct caused injury or damage

Our indemnification does NOT cover:

Claims arising from Client-provided specifications or designs
Claims arising from Client modifications or misuse
Claims arising from Client’s marketing or end user interactions

16. Confidentiality

16.1 Confidential Information Defined

“Confidential Information” includes:

Business information: pricing, costs, profit margins, business strategies, customer lists, supplier information
Technical information: specifications, designs, patterns, manufacturing processes, quality standards, technical data
Product information: new product plans, development projects, prototypes
Financial information: financial statements, credit information, payment terms
Personal information: as defined in our Privacy Policy

Exclusions from Confidentiality: Information that:

Was publicly known before disclosure
Becomes publicly known through no breach by receiving party
Was independently developed by receiving party
Is received from third party without confidentiality restriction
Must be disclosed by law or court order (with notice to disclosing party)

16.2 Obligations

Both parties agree to:

Keep Confidential Information strictly confidential
Use Confidential Information only for purposes of business relationship
Protect Confidential Information with same care as own confidential information (at least reasonable care)
Not disclose to third parties without written consent
Limit internal disclosure to employees/contractors with need to know
Return or destroy Confidential Information upon request or termination

Employee/Contractor Obligations:

Each party will ensure its employees and contractors comply with confidentiality obligations
Each party responsible for breaches by its personnel

16.3 Duration

Confidentiality obligations survive:

For 5 years after disclosure of information
Or as long as information remains confidential (whichever is longer)
Even after termination of business relationship

16.4 Remedies for Breach

Equitable Relief:

Parties acknowledge monetary damages inadequate for breach
Injunctive relief and specific performance available
Right to equitable relief does not waive other remedies

17. Force Majeure

17.1 Force Majeure Events

Neither party shall be liable for failure or delay in performance caused by events beyond reasonable control, including:

Natural Disasters:

Earthquakes, floods, fires, storms, hurricanes, tsunamis
Landslides, avalanches, or other natural catastrophes

Government Actions:

War, invasion, hostilities, terrorism, civil war, rebellion
Government orders, regulations, or restrictions
Embargoes, sanctions, trade restrictions
Expropriation, nationalization

Labor Issues:

Strikes, lockouts, labor disputes
Shortage of labor or materials

Utilities and Infrastructure:

Power failures, utility disruptions
Telecommunications failures
Transportation disruptions

Health Emergencies:

Pandemics, epidemics, quarantines
Government health orders or restrictions

Other Events:

Acts of God
Supplier failures due to Force Majeure
Any other event beyond reasonable control

17.2 Obligations During Force Majeure

Affected Party Must:

Notify other party promptly (within 5 days) of Force Majeure event
Provide details of event and expected impact
Use reasonable efforts to mitigate effects and resume performance
Provide updates on status regularly
Resume performance as soon as reasonably possible

Unaffected Party May:

Suspend its own performance obligations during Force Majeure period
Source products from alternative suppliers (if event exceeds 60 days)
Terminate order if Force Majeure prevents performance for 90+ days

17.3 Consequences

Performance Excused:

Affected party excused from performance during Force Majeure
Deadlines extended by duration of event
No liability for non-performance during Force Majeure

Payments:

Payments for work completed before Force Majeure remain due
No obligation to pay for work prevented by Force Majeure
Equitable adjustment of contract if partial performance

Termination:

If Force Majeure continues 90+ days, either party may terminate affected order
Equitable settlement of completed work and costs incurred
No penalties for termination due to Force Majeure

18. Dispute Resolution

18.1 Negotiation

Good Faith Negotiation:

Parties agree to first attempt to resolve disputes through good faith negotiation
Senior representatives from each party will meet (in person or virtually)
Negotiation period: 30 days from dispute notification
Either party may initiate by written notice to other party

Dispute Notification: Must include:

Description of dispute
Relevant facts and documents
Desired resolution
Proposed meeting dates

18.2 Mediation

If Negotiation Fails:

Parties agree to mediation before litigation or arbitration
Mediation conducted by mutually agreed neutral mediator
Location: Kathmandu, Nepal or mutually agreed location/virtual
Costs: Split equally between parties
Mediation period: 60 days
Non-binding unless parties reach settlement agreement

Mediation Rules:

Conducted under rules of agreed mediation provider or as parties agree
Confidential process
Without prejudice to legal rights if unsuccessful

18.3 Arbitration (Optional)

Arbitration Agreement:

Parties may agree to arbitration as alternative to litigation
Arbitration agreement must be in writing
Binding arbitration under rules of agreed institution (ICC, SIAC, etc.)

If Arbitration Agreed:

One or three arbitrators as parties agree
Seat of arbitration: Kathmandu, Nepal or as agreed
Language: English
Arbitration award final and binding
Enforceable in any court of competent jurisdiction

18.4 Litigation

If Alternative Dispute Resolution Fails:

Either party may commence litigation
Subject to Section 19 (Governing Law and Jurisdiction)

Preliminary Injunctive Relief:

Either party may seek preliminary injunction or other equitable relief without completing negotiation/mediation
For: preventing irreparable harm, preserving status quo, protecting confidential information, enforcing IP rights

18.5 Costs and Attorney Fees

Prevailing Party:

In any legal action, prevailing party entitled to recover reasonable attorney fees and costs
Includes litigation, arbitration, mediation, and appeals
Court or arbitrator determines prevailing party

Exception:

If dispute resolved through negotiation or mediation, parties bear own costs

9. Governing Law and Jurisdiction

19.1 Governing Law

These Terms shall be governed by and construed in accordance with:

The laws of Nepal
Without regard to conflicts of law principles

International Transactions:

United Nations Convention on Contracts for the International Sale of Goods (CISG) shall NOT apply
Parties expressly exclude application of CISG

19.2 Jurisdiction and Venue

Exclusive Jurisdiction:

The courts of Kathmandu, Nepal shall have exclusive jurisdiction over disputes arising from these Terms
Client consents to personal jurisdiction in Kathmandu, Nepal
Client waives any objection to venue in Kathmandu courts

Non-Exclusive Jurisdiction (for Our Benefit):

We may, at our option, bring claims in courts where:
- Client is located
- Client’s assets are located
- Breach occurred
This does not waive our right to Kathmandu jurisdiction

19.3 Enforcement of Judgments

Recognition:

Parties agree to recognize and enforce judgments or arbitration awards
Enforceable under applicable international conventions
New York Convention applies to arbitration awards (if arbitration chosen)

20. General Provisions

20.1 Entire Agreement

Complete Agreement:

These Terms, together with Purchase Orders, quotations, invoices, and any written amendments, constitute the entire agreement between parties
Supersede all prior negotiations, discussions, understandings, and agreements
No other terms apply unless explicitly agreed in writing

Order of Precedence: If conflicts exist between documents:

Written amendments signed by both parties
Purchase Order and Order Confirmation
Quotation
These Terms and Conditions

20.2 Amendments and Modifications

How to Modify:

These Terms may only be amended in writing signed by authorized representatives of both parties
Email agreements are acceptable if clearly identified as amendments and confirmed by both parties

No Oral Modifications:

Oral agreements or modifications are not binding
Course of dealing or custom does not modify these Terms

Order-Specific Terms:

Individual orders may have specific terms in Purchase Order or Order Confirmation
Order-specific terms apply only to that order
Do not modify these general Terms for future orders

20.3 Waiver

No Waiver by Inaction:

Failure to enforce any provision does not waive right to enforce later
Waiver of one breach does not waive other breaches
Delay in enforcing rights does not constitute waiver

Waiver Must Be Written:

Waivers are effective only if in writing and signed
Must specifically identify what is being waived

20.4 Severability

Invalid Provisions:

If any provision held invalid, illegal, or unenforceable:
- Remaining provisions remain in full force
- Invalid provision reformed to be enforceable to maximum extent
- If cannot be reformed, deleted and remaining Terms stand

Intent Preserved:

Interpretation should preserve intent and economic substance of agreement

20.5 Assignment

Client Restrictions:

Client may not assign, transfer, or delegate these Terms or any rights/obligations without our prior written consent
Unauthorized assignment is void

Our Rights:

We may assign these Terms to:
- Affiliated companies
- Successors in business (merger, acquisition, sale)
- Financing institutions (for security purposes)
Notice provided if materially affects Client

Effect of Assignment:

Permitted assignments bind successors and assigns
Assignee assumes all obligations of assignor

20.6 Independent Contractors

Relationship of Parties:

Parties are independent contractors
No partnership, joint venture, agency, employment, or franchise relationship created
Neither party has authority to bind the other

No Agency:

Client is not our agent and cannot represent itself as such
Client cannot make commitments on our behalf

20.7 Notices

Notice Requirements: All notices under these Terms must be:

In writing
Sent to addresses specified in Section 21 (or as updated)
Via email (with confirmation), courier, registered mail, or hand delivery

Effective When:

Email: Upon sender receiving confirmation of delivery
Courier/Hand Delivery: Upon delivery
Mail: 5 days after posting (international)

Notice Addresses: See Section 21 (Contact Information)

20.8 Language

English Language:

These Terms originally drafted in English
English version is authoritative
Any translations provided for convenience only
In case of conflict, English version prevails

20.9 Survival

Provisions That Survive Termination: The following provisions survive termination or expiration of these Terms:

Payment obligations (for goods/services provided)
Intellectual Property (Section 9)
Confidentiality (Section 16)
Indemnification (Section 15)
Limitation of Liability (Section 14)
Dispute Resolution (Section 18)
Governing Law (Section 19)
Any other provisions that by their nature should survive

20.10 Interpretation

Headings:

Section headings for convenience only
Do not limit or affect interpretation

Definitions:

“Including” means “including without limitation”
Singular includes plural and vice versa
“Or” is not exclusive (means “and/or”)

Business Days:

“Business days” means Sunday-Friday in Nepal (excluding Saturday and public holidays)
Deadlines falling on non-business days extended to next business day

21. Contact Information

For Questions About These Terms:

Rita Cashmere
Legal & Compliance Department

📧 Email: info@ritacashmere.com
Subject line: Terms and Conditions Inquiry

📱 Phone/WhatsApp: +977 982-6872664

📍 Mailing Address:
Rita Cashmere
17 Man Marg
Kathmandu 44600
Nepal

Business Hours:
Sunday – Friday: 9:00 AM – 5:00 PM (Nepal Time, UTC+5:45)
Saturday: Closed

For Order-Specific Questions:

📧 Email: info@ritacashmere.com
📱 WhatsApp: +977 982-6872664

For Legal Notices:

All legal notices must be sent to:

Rita Cashmere
Attn: Shree Narayan Mahato, Founder & CEO
17 Man Marg
Kathmandu 44600
Nepal

With Copy To:
info@ritacashmere.com

Acceptance of Terms

BY PLACING AN ORDER, USING OUR WEBSITE, OR ENGAGING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.