Terms of service
OOZUBA
A brand of Zarna Enterprise
Website Terms and Conditions
Governing use of www.oozuba.com and all transactions with Oozuba / Zarna Enterprise
Effective Date: 11th June 2026
1. INTRODUCTION AND ACCEPTANCE
1.1 These Terms and Conditions ("Terms") govern access to and use of the website www.oozuba.com ("Website"), and all catalogues, quotations, communications (including WhatsApp and email inquiries), products and services offered by Oozuba, a boutique textile brand operated by Zarna Enterprise ("Zarna Enterprise", "Oozuba", "Company", "we", "us", "our"), a business engaged in the sourcing, manufacture and export of unstitched and ready-to-wear textile products from India.
1.2 "Buyer", "Customer", "User", "you" and "your" refer to any person, firm, company, proprietorship, partnership or other entity that accesses the Website, submits an inquiry, places an order, or otherwise transacts or communicates with Oozuba/Zarna Enterprise.
1.3 By accessing the Website, submitting an inquiry, issuing a purchase order, making any payment, or otherwise engaging with Oozuba/Zarna Enterprise in any manner, you acknowledge that you have read, understood, and agree to be irrevocably bound by these Terms and every document incorporated by reference under Clause 2.
1.4 If you do not agree with these Terms, you must not access or use the Website, and must not transact or communicate with Oozuba/Zarna Enterprise for commercial purposes.
2. INCORPORATION OF ADDITIONAL POLICIES BY REFERENCE
2.1 The following documents are expressly incorporated into, and form an integral and binding part of, these Terms as though set out in full herein, and are binding on every Buyer/User to the same extent as these Terms:
(a) the Export, Logistics & Shipping Policy;
(b) the Sales Terms and Conditions;
(c) the Commercial Terms and Conditions;
(d) the Privacy Policy; and
(e) the Custom Design Protection Policy,
(together, the "Incorporated Policies").
2.2 In the event of any conflict between these Terms and an Incorporated Policy, the Incorporated Policy dealing specifically with the subject matter in question shall prevail solely in relation to that subject matter. These Terms shall otherwise prevail on all general and residual matters, including without limitation intellectual property, indemnity, limitation of liability, force majeure, governing law and dispute resolution, unless the relevant Incorporated Policy expressly states otherwise.
2.3 The Incorporated Policies are available on the Website and/or will be furnished by Oozuba on request, including as an attachment to a quotation, proforma invoice, or order confirmation. Continued engagement with Oozuba after any such document has been made available or furnished constitutes your acceptance of it.
3. NATURE OF THE WEBSITE AND SERVICES
3.1 The Website functions as a digital catalogue and lookbook for the purpose of showcasing Oozuba's textile ranges. The display of any product on the Website is an invitation to treat only, and does not constitute an offer capable of acceptance by the Buyer.
3.2 No binding contract of sale is formed merely by browsing the Website, submitting an inquiry, or contacting Oozuba via WhatsApp, email, or any other channel. A binding contract is formed only in the manner set out in Clause 4 below and in the Sales Terms and Conditions.
3.3 Any price indicated on the Website is placeholder/indicative only and is not binding. Actual pricing for any Order is determined exclusively in the manner set out in the Commercial Terms and Conditions.
4. ORDERS AND ACCEPTANCE
4.1 Every inquiry, purchase order, or communication of an intent to purchase submitted by a Buyer ("Order") constitutes an offer by the Buyer to purchase the goods described therein, on and subject to these Terms.
4.2 No Order is binding on Oozuba/Zarna Enterprise unless and until it is expressly accepted in writing by an authorized representative of Oozuba/Zarna Enterprise, whether by way of a signed proforma invoice, order confirmation, or written acknowledgment ("Acceptance"). Oozuba reserves the right, in its sole and absolute discretion, to accept, reject, or accept subject to modification (including as to quantity, price, specification, or delivery schedule) any Order, without assigning any reason.
4.3 An Order, once accepted, may only be amended or cancelled with Oozuba's prior written consent, and any advance payment already made may be forfeited in accordance with the Commercial Terms and Conditions.
4.4 Oozuba may, at its discretion, require a signed sample/swatch approval, an advance payment, or both, as a precondition to Acceptance.
4.5 Clerical, typographical, or computational errors in any quotation, catalogue, invoice, or other document issued by Oozuba are subject to correction, without any liability whatsoever to Oozuba.
5. PRODUCT-SPECIFIC TERMS - TEXTILE GOODS
5.1 Nature of Goods. The Buyer acknowledges that unstitched and ready-to-wear textile products, including wax prints, Swiss voile, jacquard, cotton, polyester, satin, and embroidered/embellished fabrics, are subject to natural and manufacturing variation and cannot be reproduced with laboratory precision. Accordingly, the following are inherent characteristics of the goods and not defects:
(a) Colour - Colours displayed on the Website or in digital catalogues/images may vary from the actual product due to screen calibration, photography lighting, and printing/dyeing batch variation. Colour variance within industry-accepted tolerance shall not constitute a defect.
(b) Dye Lots - Fabric supplied against repeat or bulk Orders may vary in shade between dye lots. Oozuba will make reasonable efforts to match dye lots but does not guarantee exact shade matching across separate production runs.
(c) Weight/GSM and Width - Fabric weight (GSM) and width are subject to a standard manufacturing tolerance of +/- 5%, unless a tighter tolerance is expressly agreed in writing for a specific Order.
(d) Length/Quantity - Cut lengths, yardage, and piece counts are subject to a standard trade tolerance of +/- 5%, unless otherwise agreed in writing. Delivery within this tolerance constitutes full and complete performance of the relevant Order.
(e) Embellishment and Handwork - Products featuring cutwork, embroidery, hand-embellishment, sequins, prints, or similar techniques may exhibit minor irregularities characteristic of the process used, which do not constitute defects.
(f) Shrinkage, Care and Handling - Oozuba does not warrant against shrinkage, colour bleed, or damage arising from washing, dyeing, stitching, ironing, or other handling of the fabric by the Buyer or any third party after delivery. The Buyer is solely responsible for independently verifying appropriate care and handling requirements prior to further processing.
(g) Custom/Bespoke Fabric - Where fabric is produced to the Buyer's custom specification, the Custom Design Protection Policy shall additionally apply.
5.2 The tolerances and characteristics described in Clause 5.1 are inherent to the textile trade and are deemed accepted by the Buyer upon placing an Order.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 All content on the Website, including the name "Oozuba", associated logos, trade names, trademarks (whether registered or unregistered), product photography, catalogue layouts, fabric pattern designs (other than Buyer-supplied designs, which are governed by the Custom Design Protection Policy), text, graphics, and the overall look and feel of the Website (collectively, "IP") are the exclusive property of Zarna Enterprise/Oozuba or its licensors.
6.2 No right, title, licence, or interest in the IP is transferred to the Buyer/User by reason of browsing the Website, purchasing goods, or otherwise engaging with Oozuba, save for a limited, non-exclusive, non-transferable, revocable right to view the Website for personal or bona fide business evaluation purposes.
6.3 The Buyer/User shall not reproduce, copy, republish, frame, scrape, reverse-engineer, or otherwise use the IP (including product photographs and fabric designs) for any commercial purpose, including onward marketing or resale representation, without Oozuba's prior written consent.
6.4 Nothing in this Clause 6 affects Oozuba's or the Buyer's respective rights in respect of Buyer-supplied designs, which are separately and specifically governed by the Custom Design Protection Policy.
7. INDEMNITY
7.1 The Buyer/User shall indemnify, defend, and hold harmless Zarna Enterprise, Oozuba, and their respective owners, partners, proprietors, directors, employees, agents, and representatives ("Indemnified Parties") from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
(a) the Buyer's breach of these Terms or any Incorporated Policy;
(b) any design, artwork, trademark, logo, or specification supplied by the Buyer for use in custom manufacturing, including any claim that such material infringes the intellectual property or other rights of a third party;
(c) the Buyer's use, resale, further processing, labelling, or marketing of the goods, including within the Buyer's local jurisdiction;
(d) any breach of applicable import, export, customs, labelling, safety, or other law by the Buyer or its agents; or
(e) any misrepresentation made by the Buyer to Oozuba.
7.2 This indemnity shall survive termination of the relationship between the parties and completion of any Order.
8. LIMITATION OF LIABILITY
8.1 To the maximum extent permitted by applicable law, Oozuba/Zarna Enterprise makes no warranty, express or implied, regarding the Website or the goods supplied, other than what is expressly set out in the applicable Order confirmation.
8.2 In no event shall the Indemnified Parties be liable to the Buyer/User for any indirect, incidental, consequential, special, punitive, or exemplary damages, including loss of profit, loss of business, loss of goodwill, or loss of anticipated savings, whether arising in contract, tort (including negligence), or otherwise, even where advised of the possibility of such damages.
8.3 The aggregate liability of the Indemnified Parties, howsoever arising, in respect of any single Order shall not exceed the invoice value actually paid by the Buyer for that Order.
8.4 Nothing in this Clause 8 excludes or limits any liability that cannot lawfully be excluded or limited.
9. FORCE MAJEURE
9.1 Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) where such failure or delay results from any event beyond its reasonable control, including but not limited to acts of God, natural disaster, fire, flood, pandemic or epidemic, war, civil unrest, terrorism, strikes, lockouts, labour disputes, raw material shortage, power failure, port congestion, shipping or container unavailability, customs or governmental action, import/export embargo, currency restriction, or default of a supplier/sub-contractor caused by any of the foregoing ("Force Majeure Event").
9.2 A party affected by a Force Majeure Event shall notify the other party as soon as reasonably practicable and shall use reasonable efforts to mitigate the effect of such event.
9.3 If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected Order by written notice, in which case the Buyer shall pay Oozuba for all costs and work-in-progress reasonably and demonstrably incurred up to the date of termination, and any advance payment shall be adjusted accordingly; no further liability shall accrue to either party in respect of the terminated Order.
10. GOVERNING LAW AND DISPUTE RESOLUTION
10.1 These Terms, all Incorporated Policies, and every Order shall be governed by and construed in accordance with the laws of India, without regard to conflict of laws principles.
10.2 The parties shall first attempt to resolve any dispute amicably through good-faith negotiation for a period of thirty (30) days from written notice of the dispute.
10.3 Failing amicable resolution, any dispute shall be referred to and finally resolved by arbitration under the Arbitration and Conciliation Act, 1996 (as amended), by a sole arbitrator appointed by Oozuba/Zarna Enterprise, seated at [Insert City], India, and conducted in the English language. The arbitral award shall be final and binding on the parties.
10.4 Subject to Clause 10.3, the courts at [Insert City], India shall have exclusive jurisdiction over all matters arising out of or in connection with these Terms.
11. GENERAL
11.1 Entire Agreement - These Terms, together with the Incorporated Policies and any Order-specific written confirmation, constitute the entire agreement between the parties in relation to their subject matter, and supersede all prior communications, whether oral or written.
11.2 Severability - If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
11.3 No Waiver - No failure or delay by Oozuba in exercising any right under these Terms shall operate as a waiver of that right.
11.4 Assignment - The Buyer may not assign or transfer its rights or obligations under these Terms without Oozuba's prior written consent. Oozuba may assign these Terms to any affiliate or successor in interest without the Buyer's consent.
11.5 Amendment - Oozuba may revise these Terms or any Incorporated Policy at any time by posting the revised version on the Website or by written notice. Continued engagement with Oozuba after such revision constitutes acceptance of the revised terms.
11.6 Notices - All notices shall be in writing and delivered to the addresses/contact details specified in the relevant Order confirmation or as published on the Website.
11.7 Language - These Terms are drafted in the English language. In the event of translation into any other language, the English version shall prevail.
12. CONTACT
For any query regarding these Terms or any Incorporated Policy, please contact Oozuba/Zarna Enterprise at: zarnainsiderportal@gmail.com | +91 9082815502 | 5/1 , Rajda Chawl, 2nd Cross Hanuman Lane , Ground Floor , Kalbadevi Road , Mumbai - 400002 Godown: 109-A, Old Hanuman Lane, 3rd floor, Room no. 13/14, Kalbadevi Road, Mumbai 400002, India.
OOZUBA
A brand of Zarna Enterprise
Sales Terms and Conditions
Contract formation, specifications, delivery, inspection, claims, returns and title
Effective Date: 7th July 2026
1. SCOPE
1.1 These Sales Terms and Conditions ("Sales Terms") govern the sale and purchase of goods between Zarna Enterprise/Oozuba ("Seller") and the Buyer.
1.2 These Sales Terms are incorporated into, and shall be read together with, the Terms and Conditions, the Commercial Terms and Conditions, and the Export, Logistics & Shipping Policy. Capitalized terms not defined herein have the meaning given in those documents.
2. FORMATION OF CONTRACT
2.1 A binding contract of sale ("Sale Contract") for a specific Order is formed only when: (a) the Buyer has submitted an Order; (b) the commercial terms (price, quantity, specification, delivery schedule, Incoterm, and payment terms) have been discussed and recorded in a written quotation/proforma invoice; and (c) the Seller has issued a written Acceptance and, where applicable, received any advance payment stipulated as a precondition.
2.2 Each Sale Contract is a discrete and independent contract. No prior course of dealing between the parties shall be construed as amending these Sales Terms or as creating an ongoing/master supply obligation, unless expressly agreed in a signed distribution or supply agreement.
3. PRODUCT SPECIFICATIONS
3.1 The Seller shall supply goods in accordance with its standard specification for the relevant product as reasonably understood from the catalogue/quotation description.
3.2 The Seller reserves the right to substitute materials of equal or superior quality where the originally specified material becomes unavailable, provided it notifies the Buyer of any material change prior to production.
4. DELIVERY
4.1 Delivery timelines are governed by the Export, Logistics & Shipping Policy. Estimated delivery dates are approximate and not guaranteed.
6. RETURNS AND CANCELLATION
6.1 Given the customized, made-to-order, and fashion-perishable nature of the goods, goods are generally non-returnable and non-refundable.
6.2 An Order may be cancelled by the Buyer only with the Seller's prior written consent and subject to the cancellation/forfeiture terms set out in the Commercial Terms and Conditions.
7. RETENTION OF TITLE
7.1 Notwithstanding delivery and the passing of risk (which is governed by the Export, Logistics & Shipping Policy), title and ownership in the goods shall remain vested in the Seller until the Seller has received payment in full — including any balance payment — for the relevant Order.
7.2 Until title passes, the Buyer shall hold the goods (or, where processed or mixed with other stock, an equivalent value of stock) as bailee for the Seller, and shall, on request, make the goods available for repossession by the Seller.
8. INCORPORATION
These Sales Terms are incorporated by reference into, and form part of, the Terms and Conditions.
Commercial Terms and Conditions
Pricing, MOQ, currency fluctuation, advance and balance payment terms
Effective Date: 7th July 2026
1. SCOPE
1.1 These Commercial Terms and Conditions ("Commercial Terms") govern pricing, minimum order quantities, currency, and payment terms applicable to Orders placed with Zarna Enterprise/Oozuba("Seller").
1.2 These Commercial Terms are incorporated into, and shall be read together with, the Terms and Conditions and the Sales Terms and Conditions.
2. PRICING
2.1 Oozuba does not publish fixed retail prices on the Website. Pricing for every Order is curated and finalized on a case-by-case basis between Oozuba and the Buyer, having regard to factors including but not limited to fabric composition, design complexity, order quantity, degree of customization, prevailing raw material cost, and destination market.
2.2 Any price indicated on the Website, in a catalogue, or in preliminary correspondence is indicative only and is not binding until confirmed in a written quotation/proforma invoice specific to the Buyer's Order.
2.3 A written quotation remains valid for the period expressly stated therein or, if no period is stated, for seven (7) days from its date of issue, after which the Seller reserves the right to revise pricing without further notice.
3. MINIMUM ORDER QUANTITY (MOQ)
3.1 Each product/collection may carry a Minimum Order Quantity ("MOQ"), which shall be communicated by the Seller at the time of quotation. The Seller reserves the right to decline or adjust an Order that does not meet the applicable MOQ.
3.2 MOQs may vary by fabric type, design, level of customization, and destination market, and are subject to change without prior notice.
4. CURRENCY AND CURRENCY FLUCTUATION
4.1 Quotations shall specify the currency of the transaction (e.g., USD, AED, or such other currency as agreed). Unless otherwise stated, quotations are denominated in USD.
4.2 Where a quotation is accepted and an advance payment is made within the quotation's stated validity period, the quoted price shall apply.
4.3 Where payment (advance or balance) is delayed beyond the schedule agreed for a specific Order for reasons attributable to the Buyer, and there is a material adverse movement - exceeding three percent (3%) - in the exchange rate between the invoicing currency and the Seller's base currency (INR) as between the date of quotation/invoice and the date of actual payment, the Seller reserves the right to revise the invoice value to account for such currency fluctuation, and the Buyer shall bear the resulting difference.
4.4 The Buyer shall bear all bank charges, wire transfer fees, currency conversion charges, and similar costs on its end; the Seller shall receive the invoiced amount net of any such deductions.
5. PAYMENT TERMS
5.1 Unless otherwise agreed in writing for a specific Order, payment shall be made as follows:
(a) Advance Payment: a minimum of fifty percent (50%) of the total Order value shall be paid in advance prior to commencement of production/procurement ("Advance"). The Advance is generally non-refundable once production/procurement has commenced, except where the Order is cancelled solely due to the Seller's default.
(b) Balance Payment: the balance amount shall be paid prior to dispatch of goods.
5.2 Where a Letter of Credit ("LC") or any other payment mechanism is agreed for a specific Order, the terms of that mechanism shall be recorded in writing and shall prevail over Clause 5.1 to the extent of any inconsistency for that Order.
5.3 Payments shall be made by bank wire transfer (or such other method as agreed) to the Seller's designated bank account as communicated in the invoice. The Seller shall not be responsible for payments made to any other account, including as a result of fraud or impersonation not attributable to the Seller.
5.4 Time is of the essence in respect of payment obligations. The Seller reserves the right to withhold production, dispatch, or shipping documents until the payment due at each stage is received in full in cleared funds.
6. LATE PAYMENT
6.1 Without prejudice to any other right or remedy, the Seller reserves the right to charge interest on any overdue amount at 1.5% per month (or the maximum rate permitted by applicable law, if lower), calculated from the due date until the date of actual payment.
6.2 The Seller may suspend or terminate any pending or future Order, without liability, in the event of a Buyer's payment default.
7. TAXES AND DUTIES
7.1 All prices quoted are exclusive of taxes, duties, levies, and other governmental charges unless expressly stated otherwise. Any applicable Indian export-related tax/levy (if any) shall be borne as per the applicable Incoterm; all import duties, taxes, and levies in the destination country shall be borne solely by the Buyer, save where the agreed Incoterm expressly places this obligation on the Seller (e.g., DDP).
8. CANCELLATION AND FORFEITURE
8.1 Where an Order is cancelled by the Buyer after Acceptance, other than due to the Seller's default, the Advance paid shall stand forfeited to the Seller as an agreed genuine pre-estimate of loss (and not as a penalty), without prejudice to the Seller's right to claim any further loss actually and demonstrably incurred (e.g., cost of raw material procured, work-in-progress).
9. INCORPORATION
These Commercial Terms are incorporated by reference into, and form part of, the Terms and Conditions and the Sales Terms and Conditions.