SRUSHTI VAIDYA

B053
DPC-II
16.02.2024

MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING (‘MOU’) is made at Mumbai on this 11th

day of February 2024

BY AND BETWEEN

1. Ms. SRUSHTI VAIDYA, hereinafter referred to as the "Buyer" (which expression

shall unless repugnant to the meaning or context thereof mean and include its successors
and assigns) of the First Part;

AND

2. Ms. NISHTHA RATHOD, hereinafter referred to as the “Seller” (which expression

shall unless repugnant to the meaning or context thereof mean and include its successors
and assigns) of the Second Part.

[The Buyer and the Seller shall hereinafter be individually referred to as “Party” and
collectively as “Parties”]

WHEREAS:

A. The Seller has previously sold certain goods to the Buyer under the terms of a Sales
Agreement dated 01.01.2024 (“Sales Agreement”).

B. After receiving the goods, the Buyer has discovered that some of the goods are defective
and do not meet the specifications as agreed upon in the Sales Agreement.

C. The Parties are hereto desirous of executing this MOU with regard to the replacement of
defective goods.
 SRUSHTI VAIDYA
B053
DPC-II
16.02.2024

NOW THIS MEMORANDUM OF UNDERSTANDING WITNESSETH AND IT IS

HEREBY AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:

1. It is agreed between both the Parties that the Seller shall replace the defective goods
with the goods that meet the agreed specifications in terms of the Sales Agreement.
2. The replacement goods shall be provided by the Seller to the Buyer within 10 (ten) days
from the execution of this MOU.
3. The replacement goods shall be provided at no additional cost to the Buyer.
4. OBLIGATION OF THE PARTIES:
4.1. The Buyer shall provide reasonable assistance to the Seller in identifying the
defective goods and arranging for their return, if necessary;
4.2. The Seller shall ensure that the replacement goods are of acceptable quality and
meet the specifications as agreed upon in the Sales Agreement; and
4.3. Both parties shall cooperate in good faith to ensure a smooth and timely
replacement process.
5. LIABILITIES:
5.1. The Seller shall be solely responsible for the costs associated with the
replacement of the defective goods; and
5.2. Neither Party shall be liable for any incidental or consequential damages arising
from the replacement of the defective goods, except as expressly provided in
this MOU.
6. GOVERNING LAWS:
This MOU shall be governed by and construed in accordance with the laws of Mumbai.
7. ASSIGNMENT
Neither Party may assign or transfer the responsibilities or agreement made herein
without the prior written consent of the non-assigning party.
8. AMENDMENTS
This MOU may be amended from time to time by mutual agreement of the parties in a
written modification signed by both parties.
9. TERMINATION:
This MOU shall automatically terminate upon completion of all responsibilities.
10. PRIOR MEMORANDUM SUPERSEDED:
 SRUSHTI VAIDYA
B053
DPC-II
16.02.2024

This MOU constitutes the entire Memorandum between the Parties relating to this
subject matter and supersedes all prior or simultaneous representations, discussions,
negotiations, and Memorandums, whether oral or written.

11. SEVERABILITY:
Any part or provision of this MOU that is found to be unenforceable, illegal, void, or
prohibited in any jurisdiction will be ineffective without invalidating the remaining
provisions and parts of the MOU. In such a scenario, the Parties will use reasonable
efforts to employ and find an alternative way to achieve the same or substantially the
same result as contemplated by such part or provision.

IN WITNESSES WHEREOF BOTH THE PARTIES HAVE HERE UNTO

SUBSCRIBED THEIR RESPECTIVE HANDS ON THE DATE AND YEAR
MENTIONED HEREINABOVE.

Signed and Delivered by the ]

Withinnamed Buyer ]

In presence of ]
1.

2.

Signed and Delivered by the ]

Withinnamed Seller ]

In presence of ]
1.

2.