Terms and Conditions of Purchase

The general terms and conditions of purchase shall apply exclusively to the purchase of goods ("Product(s)" by AFC System Pvt. Ltd. ("Buyer/Company") from ("Supplier"). The Company and the Supplier shall individually be referred to as "Party" and collectively referred to as "Parties".
The following terms and conditions shall apply to all purchases and business transactions between the Parties.

1. General

The Supplier agrees to sell, and the Company agrees to purchase Product(s) identified in the purchase order ("Purchase Order"). The terms and conditions are incorporated by reference into the Purchase Order. The Purchase Order, together with these terms and conditions, and any annexure, attachments and exhibits, whether physically attached or incorporated by reference, constitutes the entire and exclusive agreement ("Agreement") between the Company and the Supplier. Any other terms and conditions between the Parties, apart from those mentioned in the Purchase Order, shall not be applicable on the Company.

2. Delivery.

2.1 The Supplier shall deliver the product (s) to the company on the required date(s) as per item description and quantities mentioned in PO and without defects along with Test Certificates. For open PO, pls refer schedule for Required Qty and Required Date.

2.2 Unless otherwise expressly agreed to in writing, costs and risks with respect to the Product(s) shall be borne by the Supplier until the Product(s) are delivered to the Company at the address mentioned in the Purchase Order or at any other place communicated to the Supplier by the Company in writing. The title and risk shall be passed on to the Buyer only upon successful delivery of the Product(s) at the address communicated by the Buyer to the Supplier.

2.3 The Supplier shall only deliver the Product(s) on the date mentioned in the Purchase Order ("Delivery Date"). If under any circumstances, the Supplier is unable to deliver the Product(s) on the Delivery Date, the Supplier shall immediately notify the Company of the delay or the likelihood of delay, or of the early delivery, as the case may be.

2.4 In case of an early or late delivery, the Company shall have the right but not the obligation to refuse/reject acceptance of delivery at the Supplier's sole risk and expense. Notwithstanding anything contained herein, the acceptance of early or late delivery of the Product(s) by the Company shall not constitute waiver of any of the Supplier's obligations or the Company's rights.

2.5 The Supplier shall accurately mention on the package: size, quality, purchase order number, carriage and disposal of the Product(s), and warranty conditions against each Product. The Product(s) delivered should be in good condition, bearing correct information and complete shipping details.

2.6 All Product(s) shall be packed for shipment according to the Buyer's instructions or, if there are no instructions, in a manner sufficient to ensure that the Products are delivered in undamaged condition.

2.7 The delivery of materials shall be accepted on all working days between 10.00 hours to 18.00 hours. No delivery of material shall be accepted on weekly off or holidays.

2.8 The Company shall check the actual quantity / weight at the time of receipt of material and any discrepancy found in quantity / weight shall be recorded in Supplier's acknowledgement copy of challan / Consignment Note. The Company shall promptly communicate the discrepancy to Supplier through email or other written communication. The quantity / weight recorded by the Company shall be final and payment shall be settled accordingly.

3. Prices.

3.1 The price shall be quoted in INR and be inclusive of applicable taxes, duties, fees and charges including without limitation to packaging, shipping, delivery, insurance and GST tax. The Supplier shall raise an invoice for the Product(s) purchased by the Company at the Supplier's most favored customer price. The invoice must show duties and taxes separately to avail GST credit by buyer wherever admissible. The invoice shall include details such as Purchase Order number, details of purchase, shipping notices, bills of landing and receipts.

3.2 Invoice shall be promptly sent along with shipment/delivery of the Product (s) and a copy of the invoice shall also be emailed to the respective Buyer's Email ID.

3.3 Supplier's GST Registration Number must be clearly mentioned on all invoices along with declarations, whatsoever and whenever applicable. In case of unregistered vendor, purchase tax will be deducted from the payment as applicable.

4. Payment Terms.

4.1 The Company shall make payment to the Supplier in accordance with the payment terms set forth in the Purchase Order. In case the Purchase Order does not mention any payment terms, payment shall be made to the Supplier within sixty (60) days of the date of receipt of material.

4.2 The Company shall endeavor to make payment as per agreed payment terms, but in case of any delay no interest shall be payable on overdue payment.

4.3 Payment of invoices shall not be deemed acceptance of Product(s), but rather such Product(s) shall be subject to inspection, test, acceptance or rejection in accordance with this Agreement.

5. Inspection and cancellation.

5.1 Notwithstanding anything contained in this Agreement, the Company may, after thorough inspection of the Product(s), return all or any of the Product(s) which do not conform to the Specifications or terms and conditions mentioned in the Agreement. Without prejudice to the Company's any other right under law, the Company may: (a) reject the non-conforming Product(s) for refund or credit; (b) require the Supplier to replace the non-conforming Product(s) immediately; (c) accept the non-conforming Product(s) for lesser value than the actual price of the Product(s); (d) do any other act that the Company deems necessary or appropriate to remedy the non-conformance, at the Supplier's cost and expense.

5.2 The Company's payment to the Supplier for the Product(s), prior to Company's inspection and timely rejection of such Product(s) as non-conforming, shall not be deemed as acceptance of the Product(s) by the Company.

6. Custom design and Products.

6.1 Where the Company orders Product(s) manufactured according to specifications, drawings, quality, designs or descriptions provided by the Buyer ("Specifications"), such Product(s) shall conform precisely to such Specifications. The Buyer may at any time, order changes to the Specifications. The Supplier shall incorporate such changes in accordance with the Buyer's direction. In no event shall the Supplier modify the Specifications or otherwise change the design, composition, materials or manufacturing process for any part of the Product(s) without the Buyer's prior consent. Any tools, dyes, molds, patterns, etc. ("Equipment's") provided by the Buyer to the Supplier to manufacture the Products shall always remain the property of the Buyer. The Supplier shall return the Equipment's to the Buyer on expiration or termination of the Agreement/Purchase Order or at the Buyer's request, in good working condition, ordinary wear and tear excepted.

6.2 For Product(s) manufactured pursuant to Section 6.1, the Supplier hereby irrevocably assigns and transfers to the Company all of its worldwide rights and title to, and interest in all inventions, designs, innovations, and improvements, any copyrightable or derivate work, and related patents, copyrights and trademarks and other industrial and intellectual property rights and applications made or conceived by the Supplier or its agents or employees in connection with the performance of this Agreement or incorporated into the Product(s).

7. Representations and Warranties.

7.1 The Supplier hereby warrants and represents that:

1. The Supplier has full power and authority to accept the Purchase Order and perform its obligations under the Purchase Order as well as this Agreement, including but not limited to always supplying Product(s) to the Buyer at most favored customer prices.

2. The Supplier has the right and unrestricted ability to supply Product(s) to the Company including, without limitation, the responsibility of delivering the Product(s) and replacing them in case of defect and damage in accordance with this Agreement.

3. The Supplier has good, unencumbered title or sufficient licensed rights on the Product(s) supplied to the Company.

4. The Product(s) conform to all applicable laws, are of fine quality and are suitable for the Company's intended usage/application.

5. The Product(s) are free from defects in material, workmanship and design, and shall perform in accordance with the Specifications and any applicable documentation provided by the Supplier.

6. The Supplier has the right and unrestricted ability to supply Product(s) to the Company including, without limitation, the responsibility of delivering the Product(s) and replacing them in case of defect and damage in accordance with this Agreement.

7. The Supplier has the right and unrestricted ability to supply Product(s) to the Company including, without limitation, the responsibility of delivering the Product(s) and replacing them in case of defect and damage in accordance with this Agreement.

7.2 The commercial/contractual terms offered by the Supplier and agreed to by the Company include without limitation, price, shipping and delivery costs, payment methods, payment terms, period, warranties and after sales services related to Product(s).

7.3 The Supplier warrants and represents that in case of defective or damaged Product(s) due to shipping, delivery etc., the Supplier shall replace such Product(s) at the Supplier's expense. If the Supplier is unable to replace the damaged or defective Product(s), the Supplier shall refund the Company the amount pertaining to the damaged or defective Product(s) within ten (10) days or issue an appropriate credit note.

7.4 The Supplier agrees that the Supplier shall obtain and assign and hereby does assign the Company a nonexclusive, worldwide, royalty free, perpetual, assignable license to all third-party intellectual property rights delivered with, or incorporated into the Product(s) supplied by the Supplier to the Company under this Agreement.

8. Term and Termination.

8.1 The Agreement shall remain in effect until the validity of the Purchase Order or the date on which the Purchase Order is terminated by the Company, whichever is earlier.

8.2 The Company shall have the right to terminate the Purchase Order, in whole or in part, at any time, with or without reason, by sending a ten (10) day written notice to the Supplier.

8.3 Upon occurrence of any of the following events, the Company shall have an unrestricted right but not the obligation to cancel or terminate the Agreement immediately without incurring any cost or liability: (a) breach of any of terms and conditions of this Agreement by the Supplier; (b) failure of the Supplier to supply the Product(s) to the Company at the Supplier's most favored customer price (c) filing of any legal proceeding for declaration of insolvency or winding up, either voluntarily by the Supplier, or by any third party against the Supplier; or (d) institution of any legal proceedings against the Supplier or its partners/directors/managers by any third party wherein such proceeding has a direct or indirect detrimental impact on the Company;

8.4 Upon termination, the Supplier shall return to the Company Equipment's, work in progress etc. held by the Supplier in connection with the terminated Purchase Order. The Company shall make payment to the Supplier only for the Product(s) supplied prior to termination, if not previously paid for.

8.5 Notwithstanding anything contained herein, Articles 6, 7, 10, 11, 13 and 15 shall survive termination of this Agreement.

9. Assignment.

The Supplier shall not assign or subcontract any of its rights or delegate any of its obligations under the Agreement without the Company's prior written consent. The Company may, at its sole option, void any attempted assignment or delegation undertaken without the Company's prior written consent.

10. Indemnification.

The Supplier agrees to indemnify, defend and hold harmless the Company and its respective officers, directors, agents and employees from and against any and all losses, liabilities, claims, damages, costs and expenses (including legal fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by the Company that arise out of, result from, or may be payable by virtue of: (a) any breach or non-performance of any representation, warranty, covenant or obligation to be performed by the Supplier under the Agreement; (b) Supplier's negligence or willful misconduct in performance of its obligations pursuant to the Agreement; (c) that the Product(s) infringe any third party intellectual property rights.

11. Liability.

Not with standing anything contained in the Agreement, the Supplier shall be liable to the Company for all or any incidental, indirect, special, consequential damages or loss of profits arising out of, or in connection with this Agreement. However, the Company's liability shall be limited to the value of the unpaid invoices raised by the Supplier in connection with the Product(s) under this Agreement.

12. Insurance.

12.1 The Supplier shall secure and maintain a product liability insurance as well as public liability insurance adequately covering the Product(s) from theft, damage, fire, etc. till the title and risk is transferred to the Company. The Supplier shall maintain general commercial liability insurance of type and amount consistent with industry practice.

12.2 The Supplier shall provide to the Company at the Company's request documents evidencing the required insurance policies, payments of premium and renewals thereof and any other information in respect of such insurance policies, promptly upon the Company's request.

13. Confidentiality.

All information disclosed by Company to the Supplier, whether written, disclosed orally, visually, or learned by observation, shall be confidential in nature. The Supplier shall hold the Company's confidential information in strict confidence and use the same only for the purpose of the Purchase Order and not for its own benefit or the benefit of any third party or disclose such information to any third party without the written consent of the Company.

14. Notices.

All notices and communications shall be in writing, in English and shall deemed given if delivered personally or by commercial messenger or courier service, or mailed by registered or certified mail (return receipt requested) or sent via email/facsimile (with acknowledgment of complete transmission) to the following address:

a. If to the Supplier:

(Address)

Attention:

b. If to the Company:

(Address)

Attention:

15. Governing Law and Jurisdiction.

The Agreement is governed by laws of India, and the civil courts of Mumbai shall have exclusive jurisdiction.

16. Force Majeure.

Neither Party shall be liable to the other if, and to the extent, that the performance or delay in performance of any of its obligations under this Agreement is prevented, restricted, delayed or interfered with due to circumstances beyond the reasonable control of the affected Party, including but not limited to fire, floods, explosions, epidemics, accidents, acts of god, war, riots, strikes, acts of the government. The Party claiming any event of force majeure shall promptly notify the other Party in writing and provide full particulars of the cause and event and the date of first occurrence thereof as soon as possible and also keep the other Party informed of any further developments.

17. Severability.

If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part of such provision, and the remaining part of such provision and all other provisions of this Agreement shall continue to be in full force and effect.

18. Miscellaneous.

Entire Agreement, Modification, Waiver.
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The present terms and conditions, including any attached schedules and exhibits, constitute the entire Agreement between the Parties hereto with respect to the sale of Product(s) and supersedes all prior representations, warranties, agreements, and understandings, of any kind, written and oral.

Modification.

This Agreement may not be modified or amended except by written amendment specifically referencing the Purchase Order signed by the authorized representatives of the Parties.

Waiver.

No waiver of any term of this Agreement shall imply a subsequent waiver of the same or any other term or constitute a continuing waiver.

Relationship.

The relationship between the Parties is on a principal-to-principal basis. This Agreement does n

19. Safety and Environment:

Safety —

1. Material shall be properly packed to avoid accident/injury during material handling.

2. Supplier should use appropriate PPEs and take all precautions to avoid any accident or injury during all processes right from Raw Material Procurement till final goods dispatch to Customers.

3.  Driver should not report in company premises in alcohol consumed condition.

4.  Vehicle shall not be over loaded.

Environment —

1. Supplier should not use hazardous packing material like Styrofoam, below 50 micron polybags, non-biodegradable material, etc.

2.  All vehicles should have valid PUC, Insurance, Fitness and Registration certificate. Driver must have valid Driving License.