GENERAL TERMS AND CONDITIONS OF PURCHASE

(This order is subject to following)

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TERMS OF AGREEMENT:
The purchase order, together with these terms and conditions, and any attachments and exhibits, specifications, drawings, notes, instructions
and other information, whether physically attached or incorporated by reference (collectively the Purchase Order), constitutes the entire
and exclusive agreement between Sterling Fabory India Pvt. Ltd., a Company incorporated under the Companies Act, 1956 and having its
Registered Office at A-40, Mohan Co-operative Industrial Area, New Delhi-110022(hereinafter referred to as the Buyer) and the supplier
(hereinafter referred to as the Supplier) supplying the products mentioned herein (hereinafter referred to as the Product), identified in
the Purchase Order. Upon the BUYER placing Purchase Order, the SUPPLIER agrees to these Terms & Conditions of Sale. Suppliers
electronic acceptance, acknowledgment of this Purchase Order, or commencement of performance constitutes Suppliers acceptance of these
terms and conditions.
ORDER:
(A) Condition of this Purchase Order shall supercede all the conditions of sale as stipulated in SUPPLIER acceptance or any other
documents or correspondence executed/exchanged between the parties.
(B) Purchase order number must be quoted and specifically marked on all correspondence, active notes, challans,invoices or any other
document of title.
(C) The SUPPLIER shall acknowledge this Purchase Order. within 7 days of its receipt. In default of which, the SUPPLIER shall be
deemed to have made Supplies on the terms and condition as stipulated in this purchase order.
(D) The quantity mentioned in the purchase order is the estimated requirement of the BUYER for the specific period. The BUYER
reserves the right to increase or decrease the quantity depending upon the actual requirement which will be carried out by amending
the purchase order.
QUALITY PARAMETERS:
(A) SUPPLIER, at its own expense and cost, shall supply products in accordance with good manufacturing / industry practice and in
compliance with BUYER specifications and drawings and quality assurance requirements. Products are subject to inspection and
acceptance at BUYERs location
notwithstanding any prior payment. Non-confirming products will be held or returned at
suppliers risk and expense. SUPPLIER specifically agrees to pay buyer all costs related to rejection of products restricted to
components supplied by Supplier. Supplier agrees to provide the Buyer with advance written notice of any product and shall not
deliver such product before obtaining written approval from the Buyer. The Buyer or its representative , may from time to time, audit
the operation of supplier or its subcontractors.
(B) Test certificate/inspection approval report shall be furnished by the Supplier for each lot as well as for the initial sample.
(C) Wherever, necessary, the Buyers representative shall be afforded the right to verify at source, that the purchased product confirms the
specified requirements. Verification by the Buyer shall not absolve the Supplier of its responsibility to provide acceptable product as
specified in this Purchase Order or any other document nor shall it preclude its subsequent rejection by the Buyer. The Buyers
representative to carryout verification at the supplier plant, shall not be used by the supplier as evidence of effective control of quality.
(D) If the material supplied is not as per the buyers specification and due to urgency, the material is rectified in the works as covered under
our inspection report, rectification charges incurred by the buyer shall be recovered from the supplier. The Buyer shall be the sole
judge for deciding the rectification charges to be borne by the Seller. However the Buyer shall be free to reject the goods, if not
rectified to meet its own specifications.
The material used by the supplier for the manufacture must confirm to the chemical composition of the specification and be capable of
giving the required mechanized properties.
DELIVERY OF PRODUCT:
(A) Time is the essence in Suppliers performance of its obligations under this Purchase Order. Failure on the part of the SUPPLIER to
deliver the product in time may lead to the cancellation of this order without any liability on the part of the BUYER. The BUYER shall
have the option of buying the material from any other source at the sole risk and liability of the SUPPLIER who failed to supply on
time as per the schedule agreed. The SUPPLIER shall pay/compensate the Buyer the difference amount which the BUYER has
incurred on account of the Suppliers failure. .
(B) SUPPLIER shall be responsible for delivery on schedule CIF terms (according to the latest INCOTERMS), and shall be responsible
for any related damages and delays upto CIF point. SUPPLIER shall be accountable for any costs of non-delivery, delay, cover,
damage, shortage, and coverage or line interruption. All products shall be delivered in the quantities specified, at the location(s)
decided and on the date(s) scheduled as communicated by the Buyer to the Supplier.. Products received in advance may be held or
returned at SUPPLIERs risk and expense. If the Product is held, BUYERs obligations shall run from schedule delivery dates.
SUPPLIER shall immediately notify the BUYER of any anticipated failure or delay in timely delivery of Products and BUYER may
cancel or reschedule such order(s).
(C) Delivery of the product to the BUYER shall always be deemed as subject to approval by the BUYER.
(D) If the Product delivered is in excess of the quantities ordered and rescheduled by the BUYER, all charges in respect of the same will
be at the risk and responsibility of the SUPPLIER.
PACKING:
(A) The Supplier shall preserve, pack, package and handle the Product in a manner so as to protect the Product from any loss or damage in
accordance with the best commercial practice in the absence of any specifications provided by the Buyer. The product must be
securely packed to prevent any damage and damage whatsoever in transit and must be delivered strictly in accordance with delivery
and dispatch instructions given by the BUYER on the Purchase Order and shall describe mark, pack and ship products to protect
them, as per the BUYERs packing and shipping requirement. Price shall include packaging that confirms BUYERs requirement.
Each box or crate shall be marked with BUYERs order number, shipping address, SUPPLIERs name and address. BUYERs part
number, description and quantity and any other specifications as may be required in accordance with the industry practice. A delivery
note shall be sent to the BUYER with the shipment.
(B) Without limiting the foregoing, the Supplier shall observe the requirements of any Local Laws and Regulations relating to hazardous
work, including, without limitation, with respect to its accompanying information, packing, labeling, reporting, carriage and disposal.
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Unless the Buyer expressly instructs otherwise, the Supplier shall deliver the Product to the address as set forth in the purchase order.
The Supplier assumes responsibility for all shipping and delivery charges including, without limitation, customs, duties, cost, taxes and
insurance. Risk of loss for the products does not pass to the Supplier until acceptance in accordance with Section 6.
ACCEPTANCE/REJECTION OF PRODUCT:
(A) If the product are not approved by the BUYER in part or in toto, the same will be treated as rejected and will be at the risk and account
of the SUPPLIER.
(B) The BUYER reserves the right to destroy the rejected product at the cost of the SUPPLIER and BUYER shall not be liable to pay any
amount against such supplies of products. SUPPLIER shall pay the cost incurred by the BUYER to destroy the rejected products.
(C) Removal of rejected products from the BUYERs work shall be the responsibility of the SUPPLIER. The rejected material will be
booked back to the SUPPLIER at their cost. The Supplier shall bear the cost of warehouse charges, if any for the retention of the
rejected Product. The BUYER shall endeavour to notify the rejection within the shortest possible time, but does not accept any
stipulated time limit for the same as it may happen an time at initial inspection, from the stock or from work in progress.
(D) Rejection must be replaced within the delivery schedule and shall not be invoiced separately..
DOCUMENTATION
(A) The SUPPLIER shall furnish the following documents to the purchasers:
i. Transporter copy for claiming CENVAT.
ii. Copy of original invoice for making PAYMENT
iii. Other as may be specifically instructed from time to time or in the Purchase Order.
iv. Original CR copy
v. Insurance Certificate.
(B) In the case of late receipt of dispatch documents if any demurrage or other expenses incurred by the BUYER, the same shall be debited
to the account of the Supplier. . In case original documents routed through bank, a copy of the invoice giving full dispatch particulars
shall be sent directly to he Buyer.
PRICING, BILLING & PAYMENT
(A) The prices mentioned on the Purchase Order are firm and not subject to any of the SUPPLIERs escalation clause.
(B) The prices can be revised with mutual negotiation and such prices will be notified in writing by the BUYER under its procedures.
(C) No charges towards carriage, packing and forwarding etc. will be accepted /paid by the BUYER.
(D) Invoice must be posted on the same day as products are dispatched and should state Purchase order number, sales tax particulars,
Product no, description, quantity, weight and the route by which product are dispatched. .
(E) A duplicate copy of the invoice must also be sent with the product.
(F) Unless otherwise stated in the terms of payment, the payment will be made as usual on actual weight and/or quantity received by the
BUYER. The BUYERs record will be considered final and decisive on the points.
(G) Ordinarily payment will be made within three months from the date of final approval of the product. No interest shall be payable on
overdue A/Cs.
(H) Excise duty shall be paid only as reimbursement and will be subject to production of relevant excise gate pass in acceptable form.
(I) The security deposit, if any, submitted by the SUPPLIER for the due fulfillment of the contract shall bear no interest and will be
returned only after the Purchase Order has been fulfilled to the entire satisfaction of the BUYER.
(J)
The Buyer shall at its discretion reconcile all accounts in terms of bills raised by the Supplier qua payment made and debit/credit
note raised by the Supplier on quarterly basis. The
details in the form of statement should be sent to Buyers Corporate Office in
the last week of the quarter without fail. On receipt of the statement of account the same would be reconciled by Buyers Account
Department and the comments would be forwarded to the Supplier. This exercise will be repeated every quarter.

FALL CLAUSE
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Should the SUPPLIER quote or give better terms to any person, firm or BUYER for material & PRODUCT of similar quality and
quantity, the BUYER is to have the option to purchase on the same terms and the benefit of any such reduction is to be retrospective to
the date of lower quotation or the first supply at lower price whichever is earlier. Buyer may cancel and postpone any order at any time
and SUPPLIER agrees to comply with the cancellation or postponement.
GUARANTEE/WARRANTY PERIOD
(A) SUPPLIER warrants, BUYER, that product manufactured by the SUPPLIER are free from defects in material and workmanship and
manufacturing process for 36 months from date of shipment. SUPPLIER further warrants that the products
i. are free from defects in design
ii. are free from all liens, encumbrances and marketable.
iii. are fit and sufficient for the intended purpose of the BUYER. If a failure to confirm to specification or a defect in materials
or workmanship is discovered within this period, BUYER shallnotify in writing within 30 days and after such notification,
SUPPLIER shall correct any failure to confirm to specification or any defect in materials or workmanship, or in lieu of such
repair and at its sale option shall replace the equipment.
(B) Test/Guarantee certificate will be provided by the SUPPLIER along with the supply of product and also as and when required by the
BUYER.
INDEMNIFICATION
SUPPLIER shall indemnify, defend and hold harmless BUYER, its parents, affiliates, subsidiaries and their respective officers, directors,
employees, successor assigned, insurers. Customers and agent (indemnified persons) against any and all claims, demands, actions, causes
of actions, liability, losses, damages, costs, expenses and reasonable attorneys fees, which an indemnified person may incur in any manner
pursuant to the product, SUPPLIERs performance or negligent act of omissions, including without limitation, claims for personal injury,
breach of warranty, infringement, strict liability, property defect or based on warning, instructions or government action. SUPPLIER agrees
that its obligations herein shall survive the termination of the Purchase Order, provided the said claim is proved to be attributable to the
manufacturing defect in the Product supplied by the SUPPLIER.
TRANSIT RISK/INSURANCE
(A) All types of transit risks, including transit insurance, of product upto the warehouse of the BUYER shall be that of the SUPPLIER.
(B) SUPPLER shall maintain occurrence based on commercial general liability insurance including but not limited to the products liability
coverage, which
i. names the indemnified persons as additional insured
ii. is issued by insurers acceptable to BUYERS
iii. Provides coverage for bodly injury and property damage liability with each occurrence limits of an amount as mutually
decided
; and
iv. is maintained during the term hereof and for mutually decided term thereafter. SUPPLIER shall inform BUYER if one of
the condition hereinabove mentioned cannot be met under SUPPLIERs insurance coverage. SUPPLIER shall provide the
BUYER with certificate of insurance upon execution of the Agreement and annually thereafter. SUPPLIER shall require
insurer(s) to provide notice in writing to BUYER at least (60) days before reduction in coverage, cancellation or nonrenewal. If SUPPLIER fails to maintain the insurance required herein, BUYER may but is not obliged to, purchase such
insurance on SUPPLIERs behalf and charge back the cost of same to SUPPLIER.
SECRECY
The SUPPLIER on no account should disclose any manufacturing information or with blue prints of drawings, which may be furnished to
them, to any third party without the written consent of the BUYER.
GENERAL
(A) The SUPPLIER guarantees that the sale or use of his product will not infringe any Indian or foreign trade mark, trade name or
registered design and undertake to indemnify and keep the BUYER indemnified against all Acts, judgments, decrees, costs, claims,
demands and expenses resulting from an actual or alleged infringement/passing off or undertakes at his own expense to defend or
assist in the defense of any action that may be brought in this connection.
(B) If the raw materials are issued by the BUYER under 57F4 procedure all the corresponding components should be delivered to the
BUYER, preferably in one lot, with the copy of 57F4 challan duly filled and within the stipulated period.
If more than one dispatch is involved, copy of 57F4 challan should be filled up for each dispatch and the last batch of components
should be supplied with the duplicate copy of 57F4 challan. Each must have running serial number and must show the quantities
supplied against previous challans. The cut bit scrap and wastage should be declared in all the challans.
(C) BUYERs tools, gauge, fixtures, samples etc. are to be returned to the BUYER in good condition within one week of BUYERs call.
(D) Nothing in the terms and conditions of this Purchase Order shall make or be considered as making the SUPPLIER, the Agent of the
BUYER.
(E) SUPPLIER shall not assign or subcontract any of its rights, duties or obligations hereunder without the BUYERs prior written
consent. Such consent shall not relieve SUPPLIER of its obligations under the agreement.
(F) BUYER is an ISO; 14000 Certified Organization. It is obligatory on it to promote environment friendly practices with all its
associates. Therefore the Supplier is requested to develop and follow environment friendly businesses manufacturing processes and
comply with all statutory requirements applicable to the trade and Industry concerned.
FORCE MAJEURE
BUYER shall not be in any way liable for non-performance either in whole or in part of the contract or for any delay in performance thereof
in consequence of strike, lock out fire, act of God or other circumstances beyond the BUYERs control.
ARBITRATION
Unless otherwise specified in all cases of dispute which cannot be settled with mutual negotiations, the matter shall be referred to an
independent Arbitrator appointed by the Buyer and the Supplier in accordance with the Arbitration and Conciliation Act, 1996. However,
work under the contract shall be continued by the supplier during Arbitration proceeding unless otherwise directed by the purchaser. The
venue of the Arbitration shall be New Delhi and thre language of Arbitration shall be English.
JURISDICTION
The Supplier irrevocably consents to the Jurisdiction of Faridabadand courts at Faridabad shall have exclusive jurisdiction over all disputes
which may arise.