Terms & Conditions for Purchase Order

1) DEFINITION The term SELLER as used in the Purchase Order (PO) shall mean the person (including his permitted agent) selling the goods, raw material, equipments, machinery, components or spare parts specified herein including its permitted agent. The term BUYER as used in this PO shall mean ----------- or its subsidiary associate company, as the case may be. 2) ACCEPTANCE The SELLER shall sign a copy of PO and return to the BUYER. The parties shall be bound by this Purchase Order and its terms and conditions when SELLER signs or otherwise accepts the Purchase Order by commencing the work. 3) PRICES As per the Purchase order. 4) INVOICING The Original Invoice with purchase Order number and one copy with Delivery Challan and other documents------- shall be enclosed as indicated in this Purchase Order. 5) DELIVERY a) All goods, materials or equipment herein specified shall be delivered along with delivery challan, invoice, and documents as mentioned in the specifications, as certified by the BUYER representative at the address specified in the Purchase Order. Buyer reserves the right to reject any goods or to revoke any previous acceptance and to cancel all or any part of the Purchase Order if Supplier fails to deliver all or any part of the goods or perform any of the work in accordance with the terms and conditions of this Purchase Order. Acceptance of any part of the Purchase Order shall not bind the Buyer to accept any future shipments or work, nor deprive it of the right to return goods already accepted. b) BUYER can even direct temporary suspension of schedule without any modification of price or terms for goods or services covered in this Purchase Order. 6) MAINTENANCE AND OPERATION The Supplier Shall supply detailed instructions for installation, operation, maintenance and repair of the goods. 7) TRANSIT INSURANCE Transit Insurance for the material shall be borne by SELLER. 8) PAYMENT TERMS As per the Purchase Order With applicable taxes 9) ASSIGNMENT SELLER shall not assign the Purchase Order or any interest herein, including any performance or any amount, which may be due or may become due hereunder without BUYERs written consent. 10) LIQUIDITY DAMAGES In case the SELLER fails to deliver the material (s) / execute the Order within the date specified or agreed as in the inquiry or order, BUYER shall deduct liquidity damages (LD) @---of the basic cost or part thereof limited to maximum of --- of PO value. Notwithstanding this clause, time is the essence of the PO and BUYER shall have the right to terminate or cancel the PO for failure to

comply with the agreed delivery schedule. In such eventuality, SELLER will have to fully compensate BUYER for the financial loss on account of cancellation / nondelivery. 11) WARRANTY a) By accepting this Purchase Order, SELLER hereby warrants that the items and services to be furnished hereunder will be free from defects in materials and workmanship, merchantable and in full conformity with BUYERs specifications, drawings and data, or SELLERs samples, and that items furnished hereunder will be fit for the use intended by BUYER. b) The warranty holds for a period of 24 months from the date of acceptance at our site. SELLER agrees that this warranty shall survive acceptance of the items. Said warranties shall be in addition to any warranties of additional scope given to BUYER by SELLER. No implied warranties by SELLER are excluded. 12) INSPECTION / TESTING Goods, material or equipment purchased hereunder are subject to inspection and approval by BUYER or its nominated representative. BUYER reserves the right to reject the entire lot on the basis of sample testing and refuse items which are not in accordance with the instructions, specifications, drawings and data and SELLERs warranty (express or implied). The SELLER at his cost shall immediately remove the rejected material and replace items not accepted . In case the material is rejected, the octroi for rejected materials shall be deducted from the invoice amount and BUYER shall forward material back to SELLER on To Pay basis. The octroi charges for the replaced material shall be borne by the SELLER. 13) PERFORMANCE: TIMING OF DELIVERY AND/OR PERFORMANCE OF THE WORK IS OF THE ESSENCE OF THIS PURCHASE ORDER. If the SELLER fails in any respect to comply with the terms of specified conditions of Purchase Order or any other orders existing with the BUYER, the BUYER at its option may terminate this order and any other order(s) or deter further receipt of deliveries to be made pursuant to this Purchase Order or any such other Purchase Order under which the SELLER is in default pending compliance by the SELLER with this or such other Purchase Order, provided, however, that nothing in this paragraph shall be so construed as to prevent the BUYER from bringing appropriate action to enforce all the rights under said Purchase Order or under the law of the land. 14) FORCE MAJEURE a) Either party (SELLER or BUYER) shall be free from liability for failing to perform hereunder if such failure is caused by acts of God, fires or other cause beyond the reasonable control of the affected party. In the event either party is unable to perform for reasons beyond its control have the right to cancel the PO by reasonable notice in writing. b) The party invoking the Force Majeure shall intimate the other party about the Force Majeure within 24 hours of occurrence with adequate evidence. 15) SUBSTITUTION Substitutions of material or extra charges will not be permitted unless authorized in writing by the BUYER. 16) INDEMNITY To the fullest extent permitted by law, SELLER shall indemnify, defend, and hold harmless BUYER, its affiliates, and subsidiary companies or entities, and its and their respective officers, directors, agents, and employees from and against all claims, liabilities, damages, losses, costs, and expenses including, but not limited to, attorneys fees and costs of court (collectively, the "Claims"), arising out of, connected with, or alleged to arise from or be connected with any event or circumstance which occurs or exists, or is alleged to have occurred or existed, in any way

related to the manufacture, delivery, or installation of the Goods, either directly or indirectly, including (without limiting the generality of the foregoing) all Claims on account of personal injury, death, or property loss to SELLER, BUYER, or any other party, including any Claims based upon or arising out of its SELLERs sole, joint, or contributory negligence or strict liability, except to the extent that any such Claim arises out of or is attributable to BUYERs gross negligence or willful misconduct. 17) COMPLIANCE WITH LAWS SELLER certifies that unless specifically exempted, all products, commodities or services furnished in the offer have been manufactured, processed, delivered and/or performed in full compliance with all applicable laws and regulations. THIS PURCHASE ORDER SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF INDIA. The prevailing laws of the Union of India shall govern all transactions. 18) CONFIDENTIALITY The SELLER shall maintain the confidentiality of the transaction and terms of Purchase Order from its date of issue and throughout the period of order execution and for a period of 1 year after completion of order. 19) PASSING OF TITLE Title to the material/goods, conforming to the specifications mentioned in the PO, shall pass on to BUYER upon acceptance of delivered material at the point stipulated in the PO. 20) AMENDMENTS All specifications, drawings and data submitted to SELLER in connection with this Purchase Order are incorporated herein and made part thereof and supersedes all prior oral or written representation and agreement. No agreement or understanding to modify this PO shall be binding upon BUYER unless agreed in writing by BUYERs authorized officer. 21) TERMINATION If a Purchase Order is given to a SELLER, unless otherwise agreed in writing to the contrary between the parties, the Purchase Order may be terminated by either side by 30 days notice in writing without assigning any reason. 22) ARBITRATION In the event of a dispute or difference, of any nature whatsoever, between the parties, the same will be referred for arbitration by a sole arbitrator. The provisions of the Arbitration and Conciliation Act 1996 shall govern the Arbitration proceedings. The Venue of Arbitration proceedings shall be at Chennai. 23)JURISDICTION The Courts of Chennai shall have jurisdiction to the exclusion courts in respect of any litigation that may arise in and out of this agreement. of all other