Po For NVCL

PURCHASE ORDER
THERMAX LTD.- BOILER & HEATER GROUP Page No. : 1

ENERGY HOUSE, PLOT NO. 38 & 39, D-II BLOCK,
MIDC, CHINCHWAD, PUNE 411019.
TEL: +91-20-66126464
COMPANY IDENTITY NUMBER -L29299PN1980PLC022787
GSTN - 27AAACT3910D1ZS
PURCHASE ORDER NO. : 176020083 DATE : 13-Jun-2018
Buy From : Delivery address : Buy-from BP : U0249

M/S UNI PROFILES PVT LTD NUVOCO VISTAS CORPORATION LIMITED Buy-fr Order : PL1431 WBS- G1U Inlet Du
PLOT NO 2045P NEAR , DALMIA COLLEGE ARASMETA CEMENT PLANT Amend No : 1
VILLAGE JHARBEDA , RAJGANGPUR GOPALNAGAR, CHAMPA Amend Dt : 14-09-2018
ODISHA DIST : JANGIR, CHATTISGARH Buyer : Swapnil Sadashiv Bhandig
PIN NO : 495663 Reference A : By mail dated-11/6/2018
Reference B :
GSTN - 21AABCU0669B1ZW
Dear Sir/Madam,
We are pleased to issue this Purchase Order for the supply of following Items as per indicated terms. Kindly acknowledge receipt and confirm acceptance of this
Purchase Order.
Important Note : Please state our PO reference & item number on all dispatch documents.
Delivery Terms : 001 - EX-YOUR WORKS, BILL AT PUNE
Payment Terms : 048 - 45 DAYS AFTER GRR ACCEPTANCE

1. Purchaser's Enquiry No. :
2. Vendor's Quotation No. / RC No. : Mail dated . 11/06/2018.
5. Header Commercial Notes :
NOTES:
1. Price reduction Clause: Any Delay in delivery dates will result in price
Reduction @0.5% per
week to a maximum of 5% of the basic value of the purchase order.
2. Payment Term:
50 % Advance of P.O. Basic Value against raw material Heat chart Chart duly
acceptance
by TL QC & balance 45 days interest free credit after GRN atThermax &
receipt of original
documents.
3. Dispatch documents to make as per DI
4. Send the order acceptance.
5 Scope Inclusive :
==================
5.1 Raw Material Procurement as per drawing BOM
5.2 Raw Material : Approved steel makes TATA/SAIL/JINDAL/ESSAR/LIOYDS STEEL
Makes as per
RFQ vendor list & including of R.M.Testing if required.
5.3 Stages As per ITP PL1431/N01 R-0
5.4 Applicable Welder Qualification
5.5 Hardwares cost
5.6 TPI: Yes ( will be in Thermax scope)
5.7 Painting as per paint specification No. N11-HR-CS-83523R-3
5.8 Paint make as per approved vendor list only as per RFQ
5.9 Basic valu of this PO inclusive of Anchor cost.
5.10 Anchor welding & it's PMI.
5.11 Anchor must be procured from AMI refractroy.
5.12 Black condition mock up of Ducts shall be Done.
6 Thermax Scope
================
6.1 Transportation up to site
7 Special Notes:
===============
7.1 Proposal made as per drawing Revision -0 Level.
Line Project WBS Item Code Qty UOM Basic Rate Basic (IND ) Excise/ Sales Tax Service Line
No Amount Custom Duty/ Total /SGST/UGST Tax
CGST/IGST /GST Cess
1 PL1431 G1U A1153637000 1.00 pcs 571590.00 571590.00 102886.20 0.00 0.00 674476.20
REF. HOLD ARRGT&INSULATION HSN : 8402 Del. Date : 09-Aug-2018 I-GST
Total for Line - 1 571590.00 102886.20 0.00 0.00 674476.20
2 PL1431 G1U A1153639000 1.00 pcs 174743.40 174743.40 31453.81 0.00 0.00 206197.21
FAB DET.AQC BLR I/L DUCT FS-1 HSN : 8402 Del. Date : 09-Aug-2018 I-GST
Total for Line - 2 174743.40 31453.81 0.00 0.00 206197.21
3 PL1431 G1U A1153641000 1.00 pcs 290991.52 290991.52 52378.47 0.00 0.00 343369.99
FAB DET.AQC BLR I/L DUCT GS-4 HSN : 8402 Del. Date : 09-Aug-2018 I-GST
Total for Line - 3 290991.52 52378.47 0.00 0.00 343369.99
4 PL1431 G1U A1157884000 1.00 pcs 2515726.65 2515726.65 452830.80 0.00 0.00 2968557.45
FAB DET. AQC BLR I/L DUCT HSN : 8402 Del. Date : 09-Aug-2018 I-GST
Total for Line - 4 2515726.65 452830.80 0.00 0.00 2968557.45
5 PL1431 G1U A1157886000 1.00 pcs 76313.47 76313.47 13736.42 0.00 0.00 90049.89
Total for Line - 5 76313.47 13736.42 0.00 0.00 90049.89
6 PL1431 G1U A1157887000 1.00 pcs 212333.90 212333.90 38220.10 0.00 0.00 250554.00
Total for Line - 6 212333.90 38220.10 0.00 0.00 250554.00

PURCHASE ORDER
Buy-from BP : U0249 PO No.: 176020083 PO Date : 13-Jun-2018 Purchase Office : 730CCP Purchase Office 730CCE
7 PL1431 G1U A1157888000 1.00 pcs 119882.10 119882.10 21578.78 0.00 0.00 141460.88
FAB DET.AQC BLR I/L DUCT FS-2 HSN : 8402 Del. Date : 09-Aug-2018 I-GST
Total for Line - 7 119882.10 21578.78 0.00 0.00 141460.88
8 PL1431 G1U A1157889000 1.00 pcs 99757.00 99757.00 17956.26 0.00 0.00 117713.26
Total for Line - 8 99757.00 17956.26 0.00 0.00 117713.26
9 PL1431 G1U A1160218000 1.00 pcs 131470.96 131470.96 23664.77 0.00 0.00 155135.73
ASSLY&DET OF BLR I/L DUCT HSN : 8402 Del. Date : 09-Aug-2018 I-GST
Total for Line - 9 131470.96 23664.77 0.00 0.00 155135.73
No. of Currency Total Total Other Total Excise Duty/ Total VAT/CST/ Total Service Tax/ Gross PO
Lines Basic Charges Custom Duty/ SGST GST Cess Value
CGST/IGST/UGST
9 IND 4192809.00 0.00 754705.61 0.00 0.00 4947515.00
Amount in Words : (IND Fourty Nine Lakh Fourty Seven Thousand Five Hundred Fifteen only)
PACKING LIST
Do mestic Supply SHEET OF
Vendor Name & Address

DATE P/L NO.
CONSIGNER NAME AND ADDRESS
Consignee Name & Address

PURCHASE ORDER
PACKING SLIP DIMENSIONS NT WT GR WT

NO (cms)
LX W X H KGS KGS
INVOICE DATE
NUMBER
DC NUMBER
VEHICLE
NUMBER
S.NO. DESCRIPTION WBS NO. HOU/PART NO. DU/QTY UNIT
PROJECT NO. :
PACKED IN :
DESCRIPTION :
DRG NUMBER :
P NO. : DESCRIPTION OF ITEM
Part Number same Description of Each Item Resp. WBS Resp. HOU/Part No. Resp. Qty Resp. UOM
S.NO. as mentioned in in short - size, type, No.
Drg details etc.
PURCHASE ORDER
This Purchase Order will not be valid for any supplies after one calender year from the date of Purchase Order, Unless otherwise,
specifically intimated by us in writing.
RELEASE NOTE INSTRUCTION:

Material to be inspected and cleared vide an IR (Self / Thermax Ltd. B&H Group / Third Party) / MTC/ TC as per our approved drgs /
QAP's / data sheets / part catalogues (as the case may be). Vendor is hereby authorised to despatch material on the compliance
of the above as per dates mentioned on the Purchase Order.
THERMAX LIMITED - GENERAL CONDITIONS OF PURCHASE

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1. DEFINITIONS
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The following expressions used in PO shall have meaning indicated against each of these:
a)The Purchaser means Thermax Limited, a company incorporated under the Companies Act, 1956, and having it s Registered Office
at D 13, R. D. Aga Road, M.I.D.C, Chinchwad, Pune 411 019.
b) Vendor shall mean the Person, Firm or Corporation to whom this PO is addressed. The term Vendor shall include it s successors,
Legal heirs, administrators and assigns.
c) Sub-Vendor shall mean any entity to whom part of the Purchase Order has been sublet by the Vendor with the consent of the
Purchaser
d) Goods shall mean the articles, materials, supplies, equipment, machinery, components, drawing data and other property and all
services including design, delivery, installation, inspection, any software, hardware, consulting testing and commissioning
specified or required to complete the PO.
e) PO shall mean Purchase Order/Contract Agreement/Letter of Intent (LOI) and all related documents issued by the Purchaser, in
confirmation of which Vendor shall provide, for a consideration stated therein, Goods and services in accordance with the
requirements contained or referenced therein and these General Terms and Conditions.
f) Delivery shall mean and include the shipment of Goods as per schedule on the specified date and at location as indicated in the
PURCHASE ORDER
PO.
g) Work shall mean the Goods, supplies, material, labour (if erection by the Vendor is specifically included in the PO) and all
the services to be rendered by the Vendor under this PO
h)Effective Date shall be as specified in the PO
i)Confidential Information shall mean all information arising out of or in connection with the PO documents including but not
limited to know-how, drawings, business plans and proposals, maturing new business opportunities, product or services, third
party collaborations and agreements, premises, Purchaser s copyrights, trademarks, patents, designs, work methods or
specifications of products, acquired or resulting from the execution of work/task undertaken by Vendor that is disclosed before or
after the Effective Date, whether in writing or other visual form, oral, recorded on tape or on other media, or disclosed through
magnetic or other electronic displays, inspection of facilities, or discussions between the Parties, including but not limited to
the results/outcome and all items which record information, in tangible and/or intangible format, whether or not are labeled or
identified as private, proprietary or confidential.
j) Parties shall mean Purchaser and/or the Vendor.
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2. SCOPE OF WORK
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The scope shall be as defined in the PO.
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3. QUALITY
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All Goods should conform to Purchaser s specifications. All supplies will be subject to inspection and acceptance at Purchaser s
factory or such site as may be specified in PO or instructed by Purchaser and Purchaser s decision in the matter of acceptance
shall be final.
In case, transportation is not in scope of Vendor then the safety and preservation of Goods shall be the sole responsibility of the
Vendor till the Goods are dispatched.
In case, transportation is in scope of Vendor then the safety and preservation of Goods shall be the sole responsibility
of the Vendor till the Goods are delivered at the destination as per dispatch instructions.
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4. QUANTITY
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The quantity supplied must not exceed the one stipulated in the PO unless otherwise agreed in writing by the Purchaser.
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5. PACKING
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All Consignments shall be sufficiently and properly packed and any breakage / losses due to improper packing will be
to Vendor's account.
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6. DUE DILIGENCE
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It is assumed that Vendor has all the material information about site and requirements of the Purchaser and has not hidden any
material information from Purchaser & the Vendor has selected the most appropriate solution for the requirement.
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7. DELIVERY
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a)Time being the essence of the PO, the delivery schedule indicated in PO shall be binding on the Vendor and no variation of the
schedule / delivery dates shall be permitted except through prior written authorization by the Purchaser. The Purchaser reserves
the right to extend the period of delivery / change place of delivery in writing without prejudice to its rights to Liquidated
Damages. In case of delay, Purchaser at its option either:
i) Recover from the Vendor damages as stipulated in PO or reduce the price as per Liquidated Damages. Clause or;
ii) Purchase the Goods from elsewhere on account and at the risk and account of the Vendor and recover all losses damages & other
expenses directly or indirectly sustained by Purchaser, or
iii) Cancel the contract wholly or in part without prejudice to its rights under (i) & (ii) herein above. Irrespective of terms of
dispatch mentioned in the PO, and notwithstanding the fact that any inspection of Goods by Purchaser or his authorized agents prior
to dispatch has been made or not, delivery of the Goods shall be deemed as complete only when they are accepted by Purchaser after
final inspection on receipt at Purchaser s factory or at site as may be specified in PO, or by the Purchaser, as the case may be.
b)All deliveries at Purchaser s stores shall be as per dispatch instructions, between 9.00 a.m. to 4.00 p.m. on working days
PURCHASE ORDER
accompanied by delivery challans in duplicate. Purchaser reserves the right to return the supplies made in advance or beyond
delivery schedule.
c)The supplies and dispatch should be arranged in strict conformity with any control / regulation applicable and obtaining permits
/ approvals, if any required under any Local State Government or Indian Central Government regulations in force from time to time.
d)Dispatch instructions and shipping marks shall be issued prior to dispatch. Purchaser shall issue dispatch instruction in due
course, for providing other details like Customer Address, Payment of excise duty, insurance, Excise Control Code / Excise
Registration Number (ECC No), Central Sales Tax Number (CST No.), Freight instruction or any other special instruction.
Any Losses or damages incurred by the Purchaser owing to Vendor s failure to adhere to any of the instructions given by the
Purchaser in connection with the execution of this PO shall be recoverable by the Purchaser from the Vendor.
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8. DISPATCH DOCUMENTS
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The original set of dispatch documents shall reach to Purchaser within 4 (four) days from the date of dispatch as stated in the
delivery schedule which shall consists of:
i.Original commercial invoice with 2 (two) copies which should clearly mention the detailed description of Goods including the
Thermax s item code, WBS Code, Job No. as stated in PO, exact quantity as mentioned in the PO, correct Lorry Receipt Number/ Goods
Consignment Number, date and Name of the transporter.
ii.Original Excise Invoice (excise gate pass) for Purchaser with 2 (two) copies. (Invoice should be issued compulsorily as
prescribed under Excise Rule 52(A), 57(G) or 57 (T) as the case may be)
iii.Delivery challan with 2 (two) copies
iv.Packing List with 2 (two) copies
v.Duplicate Consignee copy of Lorry Receipt (LR) with 2 (two) copies
vi.Original test certificates with 2 (two) copies
vii.Copy of letter to Insurance Company for Transit Insurance Intimation.
viii.If Applicable. Road permit Form shall be filled properly having accurate details of invoice no., Goods description, quantity,
Value of Goods, supplier s TIN No., LR No. Transporter s name, etc.
Vendor to note that in Lorry Receipt (LR), the Vendor should be named as Consignor and the Thermax Limited to be named as
Consignee. Subsequently LR will be endorsed by Purchaser in favour of Customer in case of direct dispatches. Direct Despatch shall
mean the dispatch of Goods directly from Vendor to end Customer.
In the event Vendor notices any contradictions in various documents, Vendor shall immediately bring the same to the notice of the
Purchaser for a resolution. The resolution by Purchaser shall be binding on Vendor. Please note that no manual
correction/modifications/use of whiteners/tapes etc. shall be entertained by the Purchaser.
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9. TRANSPORATION
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Goods should be sent through authorized transporter only.
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10. DEMURRAGE
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Any demurrage or similar charges which may be accrued shall be to the Vendor s account.
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11. DEFECTIVE DELIVERY REJECTION / REMOVAL OF REJECTED GOODS AND REPLACEMENT
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A) Defects:
i)The Vendor shall be liable to remedy, or compensate the Purchaser for the remedy of, any Defects notified by the Purchaser. The
Purchaser shall notify the Vendor of:
(a) Defects discovered in the Goods or the Vendor s Documents during the Warranty;
(b) Defects discovered in an inspection or testing conducted by the Purchaser during the Warranty, within 30 (Thirty) Days after
the expiry thereof; and
(i) The Purchaser shall, along with the notification of the Defects, also notify the Vendor if the Purchaser requires the Vendor to
remedy such Defects, or intends to remedy such Defects by itself or through another person. In the event that the Purchaser
requires the Vendor to undertake the remedy of any Defects, the Purchaser shall also specify the period in any event, not being
less than 7 (Seven) Days, within which, the Purchaser requires the Vendor to remedy such Defects.
(ii)The Vendor will have to bear all other charges including packing, forwarding, freight, insurance, taxes, duties
PURCHASE ORDER
etc.
(iii) the contractual delivery period will not be extended on account of the time taken for replacement of Goods.
B) Making Good by Vendor
i)In the event that the Purchaser requires the Vendor to make good any Defects in accordance with this clause then the Vendor shall
be responsible for making good by repair or replacement at its sole risk and expense which includes any Defect in any of the Works
or the Goods or the Vendor s documents. The Vendor may with the consent of the Purchaser, remove from the site any part of the
Works or Goods or the Vendor s documents which is defective or damaged, if the nature of the defect or damage is such that repairs
cannot be expeditiously carried out on the Customer's site/Purchaser s location.
ii)The Vendor shall undertake remedy of the defective Works/Goods and replacement of the damaged Goods or Defective Vendor s
documents expeditiously and in order to ensure that the customer s site/Purchaser s location is free from all Defects by the end of
the Warranty or as soon as practicable thereafter. The Vendor shall carry out the remedy of Defects in accordance with good
industry practice and ensure that the requirements under this PO are fulfilled.
iii) Advance permission shall be taken from the Purchaser for any shut down of the facility for carrying out of any repair of the
facility.
C) Making Good by Purchaser
i) If the Purchaser intends to remedy any Defect by itself or through a third person without requiring the Vendor to remedy the
same at the first instance, or if any such defect has not been remedied by the Vendor within a reasonable time, the Purchaser may
proceed to do remedy or cause the remedy of the Defect at the Vendor s expense provided that the Purchaser does so in a reasonable
manner and notifies the Vendor of its intention so to do.
ii) The Vendor shall be liable to reimburse the Purchaser for all the costs reasonably incurred by the Purchaser towards the remedy
of such Defects, including any financing costs, cost of dismantling the Plant and Equipment, clearing it from the Site and
returning the Plant and Equipment to the Vendor and such costs shall be deducted from the PO s Price. The Purchaser may also
recover such costs by setting them off against any payments that may be due and payable to the Vendor, or by encashings an
equivalent sum from the Performance Bank Guarantee by requiring the Vendor to pay the Purchaser such sums within 30 (Thirty) Days
of raising an invoice therefore.
iii) If the Defect or damage deprives the Purchaser of substantially the whole benefit, the Purchaser shall have a right to
terminate the Contract as a whole, or in respect of such major part which cannot be put to the intended use. Without prejudice
to any other rights, under the Contract or otherwise, the Purchaser shall then be entitled to recover all sums paid for the
Works or for such part (as the case may be), including financing costs and the cost of dismantling the same, clearing the
customer's site/Purchaser s location and any other cost incurred by the Purchaser as a consequence of removal of the Goods (or part
thereof).
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12. RISK PURCHASE
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In the event, Vendor delays Delivery covered under this PO beyond a specified date from the date of Purchaser s Letter of Intent /
PO on Vendor, then Purchaser shall have a right to purchase the Goods from elsewhere on account and at the risk and account of the
Vendor and recover all losses damages & other expenses directly or indirectly sustained by Purchase.
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13. PRICE
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Price stated by the Purchaser in the PO is fixed and firm and is not subject to any escalation for any reason whatsoever.
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14. PAYMENT TERMS
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a)Payment Terms shall be as defined in the PO.
b)The due date of payment will be calculated from the date of GRN (Goods Receipt Note) which shall be prepared after the receipt of
material and specified original documents and inspection by Purchaser or its representative along with the submission of
correct documentation as stated elsewhere in this PO.
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15. TAXES
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a. The Vendor shall be exclusively liable for the payment of all taxes, duties, fees, cess and levies in respect of the PO.
b. Excise Duty, Central Sales Tax/Value Added Tax will be reimbursed by Purchaser as per terms of the PO.
c. All taxes and duties shall be reimbursed by the Purchaser only against documentary evidence. Proof of Tax payment like Excise
Duty, Sales Tax etc. shall be submitted by Vendor within 15 (fifteen) days from the date of payment made by the Vendor at a
PURCHASE ORDER
designated email id i.e. bnh.salextax@thermaxindia.com.

In case of failure to submit the documentary evidences/proof of tax payments, then Purchaser shall have a right to withhold the tax
amounts from the subsequent payments or recover the tax amounts by other means.
d. If applicable, Vendor shall charge Central Sales Tax ( CST ) @ 2 % or at the applicable rate at the time of dispatch against
Form C as per Central Sales Tax Act, 1956 and amendments made thereunder. In case of inter-state sale in transit to ultimate end
user by
Purchaser (E1/C Transaction as per CST Act, 1956), Purchaser will issue Form C to Vendor in exchange of E- I / E II Form from
Vendor. If, E- I / E II Form is not received by the Purchaser then the additional CST @ 2% payable on the Sale Price of
Purchaser to the Customer & Interest and/or Penalty on Tax unpaid shall be recovered from the Vendor by withholding the tax
amounts from the subsequent payments or recovering the tax amounts by other means.
e. For issuance of Form C by Purchaser, Vendor must submit TIN (Tax Identification Number) wise Invoice related data to the
Purchaser within 15 (fifteen) days from the end of each quarter i.e Quarter ending June, September, December and March of each
financial year for all divisions of Purchaser at a designated email id i.e. bnh.vendorreco@thermaxindia.com. Any discrepancies
pointed out by the Purchaser to be rectified/resolved by the Vendor within 15 (fifteen) days or before the end of subsequent
quarter. In addition to this, Vendors are required to send applicable annexures required to be attached to C Form/E1 Form to email
id i.e. bnh.salextax@thermaxindia.com
f. Vendor to submit following, Maharashtra Value Added Tax( MVAT )/Applicable Value Added Tax ( VAT ) related
(certified and duly signed) supporting documents in original hard copies (quarterly/annually) along with a soft copy at
designated email id i.e. bnh.salextax@thermaxindia.com :
I. Form No 704 as specified under MVAT
II. VAT Challan Copies along with VAT returns for the relevant quarter/financial year,
III. Ledger Account for the relevant financial year,
IV. VAT summary showing different tax rates matching with "Form J1" specified under MVAT Rules and
V. Copy of J1/J2 forms submitted to VAT Authorities
g.The Contractor/Supplier acknowledges and confirms that as per requirement and provisions under the Goods and Services Tax (GST)
Act and its applicable Rules in extant, the Contractor / Supplier shall hold valid registration, pay the appropriate GST before the
due date, file the Returns and rectify the mistakes/mis-matches if any in a proper and timely manner, to enable Thermax Ltd.- B&H
Division to avail the Input Tax Credit (ITC). The Contractor/Supplier further acknowledges that Thermax Ltd.- B&H Division shall
be entitled to release the payment towards GST to the Contractor/Supplier only 30 days after the Contractor/Supplier furnishing
the proof of having paid the said tax to the Government, filed Returns and rectified the mistakes/mis-matches if any in a proper
and timely manner. In the event, Thermax Ltd.- B&H Division is not able to avail the ITC for reasons attributable to the
Contractor/Supplier, Thermax Ltd.- B&H Division, the Contractor/Supplier acknowledges that Thermax Ltd.- B&H Division shall not
release the GST payment to the Contractor/Supplier and incase of any other financial implications arising out the same, the
Contractor/Supplier shall bear the same and to that extent the Contractor/Supplier agrees to indemnify Thermax Ltd.- B&H Division
against any such claim or demand.
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16. AMENDMENTS
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Any alterations, modifications, extensions, variations or other changes to this order will not be valid unless confirmed by
Purchaser in writing.
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17. WARRANTY
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The Vendor shall guarantee that any and all materials used in the execution of PO shall be in strict compliance with characteristics
requirements and specifications agreed upon and that the same shall be free from any defects. Checking of the Vendor s drawings by
Purchaser and their approval and permission to ship or dispatch the Goods shall not relieve Vendor from any part of its
responsibilities of proper fulfilment to the requirements.
The Vendor shall guarantee that all Goods shall be expeditiously repaired or replaced, as the case may be, at his own expenses in
case the same have been found to be defective in respect of materials, workmanship or both and rated operation, arising at
any time within a period of 24 months from the date of commissioning or 36 months from the date of dispatch of the Goods concerned
whichever is earlier or for a period specified in the Special Terms of the PO. In the event, equipment not meeting the PO
requirements, Vendor shall rectify and replace the Goods as per Clause 11 of this Terms and Conditions.
The guarantee period for such replaced parts shall be 12 months starting from the date on which the replacements are commissioned.
Acceptance by the Purchaser of the Goods or their replacement will not relieve the Vendor or his/its responsibility concerning the
above guarantees.
PURCHASE ORDER
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18. PERFORMANCE BANK GUARANTEE
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If applicable, the Vendor shall provide the irrevocable / unconditional Performance Bank Guarantee in the Purchaser s format. The
Performance Bank Guarantee shall be issued in an amount of 10% of the PO Price and shall be valid up to the completion of Warranty
period as defined in the PO. The Performance Bank Guarantee is acceptable only from a First Class Indian Bank.
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19. LIQUIDATED DAMAGES ( LD )
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a)For Delay - The Vendor shall endeavour to complete their scope of work within the time & date specified in the PO. It may be
noted that time is the essence of this PO . If the Vendor fails to supply any or all of the Goods or a part thereof within the
Delivery Period as stipulated in the PO then Purchaser without prejudice to their other remedies under the PO shall levy/deduct
from the total PO Price, as liquidated damages, a sum equivalent to 1% (one percent) of the total contract price for each week of
delay or a part thereof up to a maximum deduction of 10%(ten percent) of the total PO Price. Any delay in delivery or a portion
thereof shall attract LD to be levied @ 1% (one percent) per week on the full PO Price subject to maximum of 10% (ten percent) of
the PO Price.
b)For Shortfall in Performance - Guaranteed Performance parameters shall be as specified in the PO. Liquidated damages for
non-achievement of performance parameters shall be subject to a limit of 10% of the PO Price of the Goods, however in the event of
Goods failing to meet the minimum acceptable criteria, as specified in PO, in that case the Goods shall have to be rectified and/or
replaced at Purchaser s discretion by the Vendor at his cost, without any limitation of liability so as to achieve the minimum
performance parameters.
c)Retention for wrong documentation - In relation to dispatch instructions, if Purchaser finds any errors and/or discrepancies in
the dispatch documents including Road Permits issued by State Government Authorities of India then such invoices shall not be
processed for payments by the Purchaser unless errors and/or discrepancies are rectified by the Vendor to the satisfaction
of the State Government Authorities. Any cost/penalties associated with wrong documents shall be to Vendors account.
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20. PURCHASER S RIGHT TO WITHHOLD PAYMENT
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Purchaser shall have the right to withhold or nullify the whole or a part of the payment to such extent as may be
necessary to protect Purchaser from sustaining any loss on account of:
(a) Short supply not made good by Vendor,
(b) Defective supply,
(c) Defective supply not rectified / made good by Vendor within Purchaser stipulated time,
(d) Defective work not remedied / replaced by Vendor and release the amount withheld after fulfilment by Vendor, or
(e) Non-receipt of evidence/proof of payment of Taxes and Duties by Vendor as per Clause 15
(f) for any other purpose
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21. DEDUCTIONS FROM PURCHASE ORDER PRICE
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The Purchaser shall claim from the Vendor all costs, damages, expenses or other liabilities that the Purchaser may incur
for which the Vendor is liable under the PO and Vendor has failed to comply with any of the contractual obligation in
prescribed time. All such claims shall be billed by the Purchaser to the Vendor regularly as and when they fall due through a debit
note.
Such claims shall be paid by the Vendor within twenty-eight (28) days of the receipt of the corresponding bills (if not
disputed by the Vendor) and if not paid by the Vendor within the said period, the Purchaser may then, without further notice,
deduct the amount, from any monies due or becoming due to the Vendor under the PO or may recover such monies by actions of
Law or otherwise
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22. INSURANCE
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a.All Goods/Equipment supplied under the PO shall be fully insured, by the Vendor, on all risks basis against loss, damage,
incidental to manufacture or acquisition and transportation including Inland transportation up to destination / project site
storage. The Vendor shall be fully responsible for replacement of loss/damaged Goods/Equipment without affecting the delivery
schedule and free of cost to the Purchaser. The Vendor is also responsible for the insurance of their erection and
commissioning personnel (if any) for any accident etc.
b.Unless otherwise stipulated in the PO, the Vendor shall remain liable to insure the Goods until delivery at Purchaser s
PURCHASE ORDER
factory/customer s site/port as stipulated in the PO.

c.If applicable, Vendor bears the risk from the Effective Date until the delivery of Goods/Equipment to site as per Incoterms 2010
or its latest versions/editions.
d.Vendor shall maintain Product Liability Policy /Commercial General Liability Policy to protect the Purchaser from any
claims/liabilities/third party liabilities arising out of performance of the equipment/components supplied by the Vendor.
------------------------------------------------------------------
23. INTELLECTUAL PROPERTY RIGHTS
------------------------------------------------------------------
The Vendor warrants that he lawfully possess all patents, copyrights, designs, proprietary information and trademarks (collectively
hereinafter called Intellectual Property Rights ) of any material, equipment, methods, design, software, processes, manufacturing,
or any other item concerning or connected with the Goods and/or he is duly licensed or otherwise entitled by applicable law
to design, supply, manufacture and sell the Goods. The Vendor shall pay all royalties and license fees due and payables in respect
of any Intellectual Property Rights used in connection with the PO. The Vendor hereby grants the Purchaser/end user, an
irrevocable, non-exclusive, worldwide, perpetual, royalty free license to use of such Intellectual Property Rights he owns or
possesses in respect of the Goods.
Should any suits for infringement of patents, processes, trademarks, designs or models are/be brought by anyone against Purchaser
in connection with the PO, then Vendor agrees to substitute for Purchaser in any proceedings and to indemnify and hold Purchaser
harmless from and against, without limitation, any liability incurred by Purchaser and also provided that Purchaser shall
nevertheless approve the means of the defense and the choice of the attorney or attorneys.
Should the Vendor's substitution in proceedings is not possible or desired by Purchaser, the Vendor agrees to provide all legal
assistance to Purchaser for its defense, and to bear all costs resulting therefrom including the amounts resulting from court
orders issued against Purchaser, as well as all the expenses incurred by purchaser in connection with the proceedings.
In case of infringement of the Intellectual Property Rights mentioned above, the Vendor notwithstanding any appeal, shall, at its
own expense, as soon as the judgment in the first instance has been delivered: (a)either obtain the right for Purchaser to
continue using the supply, or, (b) in agreement with Purchaser, either have the supply replaced by non-infringing supply, or have
the same modified in such a manner so that the cause of the infringement disappears.
------------------------------------------------------------------
24. CONFIDENTIALITY OBLIGATION
------------------------------------------------------------------
Under this Purchase Order, Vendor is committed to comply with the confidentiality and refrain from informing or transferring to
third parties, for whatever purpose and in any way, directly or indirectly, any Confidential Information and shall do
its utmost to guarantee the protection of such Confidential Information, including their existence,. Vendor also acknowledges and
confirms to keep and to warrant that its personnel and any of its Affiliates, agents, consultants or subcontractors,
co-Vendors and their respective employees keep any such Confidential Information secret and confidential.
---------------------------------
25. FORCE MAJEURE
---------------------------------
Force Majeure is herein defined as any cause which is beyond the control of the Vendor or the Purchaser, as the case may be, which
they could not foresee or with a reasonable amount of diligence could not have been foreseen and which substantially affect the
performance of the PO, such as: Adverse Natural phenomena like floods, droughts, earthquakes and epidemics, Acts of any Government,
domestic or foreign, war, declared or undeclared priorities, quarantines, embargoes, Disruptions including fires, explosions, Riots
and civil commotions, Terrorist act, such change in law of Republic of India or State of execution of project, which makes
the performance of the obligations of a party illegal or impossible, provided either party shall within fifteen (15) days from the
occurrence of such cause notify the other in writing of such causes.
The Vendor or the Purchaser shall not be liable for delays in performing their obligations resulting from and only to the extent
applicable and necessitating rescheduling (if any) of the balance critical activities due to any Force Majeure cause as referred to
and/or defined above.
The date of delivery will be extended by a reasonable time by the Purchaser considering the impact of such Force Majeure situation
on the delivery schedule.
---------------------------------
26. TERMINATION FOR DEFAULT
---------------------------------
Purchaser may terminate the PO upon the occurrence of any of the following defaults:
PURCHASE ORDER
(i) Vendor fails to perform and/or make delivery of the Work within the time or manner specified in the PO;
(ii) a breach of any other term, condition, representation, warranty or guarantee set forth herein shall occur and not be cured
within thirty (30) days after Vendor shall have notice of such breach;
(iii) Vendor fails to make progress so as to endanger performance of the PO and fails to cure said failure within thirty
(30)calendar days after notice thereof has been delivered by Purchaser to Vendor;
(iv)reasonable grounds for insecurity arise with respect to Vendor s performance and Vendor fails to furnish adequate assurances
within ten (10) days after a written demand by Purchaser for such assurance;
(v)any breach by Vendor of the provisions of Applicable laws; or
(vi)Vendor becomes insolvent, ceases to do business as a going concern, becomes unable to pay its debts generally as they become
due; has a petition for an order for relief under the bankruptcy or insolvency laws or for reorganization, composition,
adjustment or other relief of debtors under any law is filed by or against Vendor, makes an assignment for the benefit of
creditors; or has a receiver or liquidator appointed for Vendor, or, has any court of competent jurisdiction orders the winding up
or liquidation of the affairs of Vendor.
In the event of termination for such defaults, Purchaser may procure the Work from alternative sources as it deems appropriate
without any further obligation to Vendor including that for partial performance, and Vendor shall pay to Purchaser any additional
costs for Purchaser s reprocurement of the Work covered by the PO. In addition, Purchaser shall have the right to enter Vendor's
premises in order to remove any Work to which title has passed to Purchaser. In the event that it is determined that Purchaser s
exercise of its termination rights under this Clause was for any reason not justified or otherwise improper, Purchaser s
termination of Vendor shall be deemed a termination for convenience under this Clause. In such event, Vendor s sole remedies in
respect of such termination shall be as set forth in this Clause 27 below.
---------------------------------
27. TERMINATION FOR CONVENIENCE
---------------------------------
The PO and any and all rights granted and obligations assumed hereby may be terminated by Purchaser for its convenience immediately
upon written notice to Vendor. Upon receipt of a notice of termination and except as otherwise mutually agreed, Vendor shall:
i)Stop Work under the PO on the effective date of the notice of termination; and
ii)Submit a termination claim within thirty (30) calendar days after the effective date of the termination notice incorporating all
claims of Vendor. The amount to which Vendor shall be entitled upon complete termination of the PO shall be determined by the
Parties hereto as being a fair and reasonable amount for the effort performed prior to the date of notice of termination. Purchaser
may recover any amounts due to Purchaser from Vendor from the amount to be paid to Vendor for other open PO(s).
However, Purchaser's total liability to Vendor for such termination shall not exceed the PO price of the Work to which such
termination applies. Further, Vendor shall have no claim against Purchaser for loss of anticipated profits or consequential damages
suffered by reason of such termination.
---------------------------------
28. SUSPENSION
---------------------------------
The Purchaser reserves the right to suspend and reinstate performance of the whole or any part of the PO without invalidating the
provisions of the PO. The Purchaser shall issue all orders for suspension or reinstatement of the Work under the PO to the Vendor
in writing. Any necessary and demonstrable costs incurred by the Vendor as a result of such suspension of the Works shall be
payable by the Purchaser provided such costs are substantiated with documentary evidence to the satisfaction of the Purchaser. The
Purchaser shall not be responsible for any liabilities if suspension or delay is due to some default on the part of the Vendor or
his Sub-Vendor.
---------------------------------
29. INDEMNITY
---------------------------------
The Vendor shall indemnify and hold harmless the Purchaser from all claims, losses, demands, causes of action or suits arising out
of the services, labour, equipment and material furnished by them. The Vendor shall also indemnify the Purchaser against all third
party claims, any infringement of the Intellectual property Rights, unauthorized disclosure of Confidential Information arising
from use of the Goods or any part thereof.
The Vendor shall be solely responsible for injury to persons, animals or things and for all damage to property to whomsoever it may
belong which may arise from operations or neglect of his or of any sub-vendor or any of his employees where such injury or
damage arise from carelessness, accident or any other cause whatsoever in any way connected with the carrying out of the PO issued.
PURCHASE ORDER
This Clause shall be held to include inter-alia any damage to material whether immediately adjacent to or otherwise and any
damage to roads, foot-paths, monuments or ways as well as all damages caused to the Goods or the work forming the subject of the PO.
The Vendor shall indemnify the Purchaser in respect of all actions, suits, claims and demands brought or made against Purchaser by
the workmen of the Vendor or any other person or persons or government authorities whomsoever, in connection with the Work or
in respect of any matter or thing done or omitted to be done by the Vendor in the execution of or in connection with Work,
notwithstanding that all reasonable and proper precautions may have been taken by the Vendor and against any loss or damage
to Purchaser in consequence of any action or suit being brought against Purchaser for anything done or committed to be done in
connection with the execution of the work.
The Vendor shall reinstate all damages of every sort so as to deliver the whole of the PO works issued under this Contract
Agreement complete and perfect in every respect, and, so as to make good or otherwise satisfy all claims for damage to the property
to
third parties.
The Vendor shall ensure compliance with all statutes, laws, rules and regulations of the Central or State Governments or any other
authority, including but not limited to the Factories Act Employee Compensation Act, 1923, Payment of Wages Act, Minimum wages Act,
1948, Employees State Insurance Act, Employees Provident Fund Act, etc., and any and of statutory modifications thereof in
connection with employees engaged by him or his sub-vendor in the work.
---------------------------------
30. NO WAIVER OF RIGHTS
---------------------------------
Neither any inspection by the Purchaser or its representative, nor any order, instruction, direction or issue of any
certificate by the Purchaser or its representative for payment of money, or any payment for or acceptance of, the whole
or any part of the Work by the Purchaser or its representative, nor any extension of time, nor any possession taken by the
Purchaser, nor any exercise by the Purchaser of the rights of the Vendor shall operate as a waiver of any provision of the PO or of
any power herein reserved to the Purchaser or any right to damages herein provided, nor shall any waiver of any breach in the PO be
held to be a waiver of any other or subsequent breach, or amount to a Variation.
---------------------------------
31. CORRESPONDENCE / NOTICES
---------------------------------
a)All correspondence / notices pertaining to this PO shall be addressed to:
The Head Procurement,
Boiler & Heater Group, Energy House, Plot No. 38 & 39, MIDC, Chinchwad, Pune - 411 019
Phone: +91-20-66126464, Fax: +91-20-66126612
b) All correspondence / notices pertaining to Statutory Forms/Documents/Certificates viz. Sales Tax related Forms, TDS
Certificates, Forms/Certificates related to Excise & Customs shall be addressed to:
The Head Finance,
Boiler & Heater Group, Energy House, Plot No. 38 & 39, MIDC, Chinchwad, Pune - 411 019
Phone: +91-20-66126464, Fax: +91-20-66126612
---------------------------------
32. CONSEQUENTIAL DAMAGES
---------------------------------
Notwithstanding any other provision of this PO, Purchaser shall not be liable for any special or indirect or consequential damages
and for any loss of revenue, loss of profit, loss of use, loss of power, costs of capital or costs of replacement power, loss
resulting from the liability of the Vendor to any other person or for any financial or economic loss.
---------------------------------
33. ARBITRATION
---------------------------------
Any and all claims, disputes, questions or controversies involving the Parties and arising in connection with this PO, or the
execution, interpretation, validity, performance, termination hereof (collectively, Disputes ) which cannot be finally resolved by
such Parties negotiation shall be resolved by final and binding arbitration held in Pune in accordance with of Indian Arbitration
and Conciliation Act, 1996, as amended from time to time (the Arbitration ). The Disputes shall be referred to a sole arbitrator
to be appointed by Purchaser. The place of Arbitration shall be Pune and the proceedings of Arbitration shall be conducted in
English Language. The cost of Arbitration shall be borne equally by the Parties.
PURCHASE ORDER
---------------------------------
34. GOVERNING LAWS & JURISDICTION
---------------------------------
This PO shall be governed by Indian Laws subject to exclusive jurisdiction of Courts at Pune, Maharashtra, India.
---------------------------------
35. ACCEPTANCE OF THE PO
---------------------------------
Vendor shall convey his acceptance of the PO within seven (7) days of its receipt, failing which it shall be considered that Vendor
has accepted the order unconditionally.
---------------------------------
36. SURVIVAL
---------------------------------
All agreements, representations, warranties and covenants made by each Party herein and in the other documents delivered pursuant
hereto shall be considered to have been relied upon by the other Party and shall survive even after the completion of Warranty
Period. All requirements, terms, conditions and provisions that by their nature are incapable of being performed within the period
of performance hereof shall survive cancellation, termination, or expiration of this PO.
---------------------------------
37. EFFECTIVENESS
---------------------------------
Should any of the provision of this PO be invalid or become invalid and/or become non-conceivable, the validity of the remaining
provisions shall not be effected.
---------------------------------
38. BUSINESS PRINCIPLES
---------------------------------
Vendor confirms having received a copy of the Code of Conduct for Thermax Group's Supply Chain Partners (or alternatively, taken
notice of the Code of Conduct for Thermax Group s Supply Chain Partners at:
http://www.thermaxindia.com/Fileuploader/Files/Vendorcodeofconduct 27Nov2012.pdf
and the Vendor agrees/confirms/acknowledges that neither it nor its related parties will violate any of the terms agreed in the
Code of Conduct for Thermax Group s Supply Chain Partners when performing work in connection with the PO.
---------------------------------
39. SPECIAL TERMS
---------------------------------
If the Purchaser specifies any special conditions, which are contrary to the Terms and Conditions to these General Terms and
Conditions, then such special conditions shall prevail.
---------------------------------------------------
40. GST - Statutory Variation Clause - Vendors
--------------------------------------------------
For the purpose of this Contract/Agreement/Purchase Order, it is agreed between the Parties that if the proposed Goods and Services
Tax is introduced during the tenure of this Contract/Agreement/Purchase Order by the Central/State Government, then Vendor would
pass on the tax benefit/savings, if any on account of its inputs and output taxes to Thermax Limited by way of equitable
adjustment in the Contract sum/Price at actuals.
CITI BANK, CAMP BRANCH

PUNE SURVEY NO. 135, DIST KUTCH,
411001 NEW MUNDRA - 370 421 (GUJARAT)
ECC No : 27AAACT3910D1ZS
Division : Akurdi- Chinchwad
Commissionerate: PUNE I, ICE House, PUNE
Range : Chinchwad Range -III
PURCHASE ORDER
Please always mention our Order and Project No. in all your bills & other correspondence.
Our Registration Nos :

CST TIN : 27630000038C PAN No : AAACT3910D
VAT TIN : 27630000038V Service Tax No : AAACT3910DST001
GSTN : 27AAACT3910D1ZS
Vendor Registration Nos :

CST TIN : 21105400273 PAN No : AABCU0669B
VAT TIN : 21105400273 Service Tax No : AABCU0669BSD001
GSTN : 21AABCU0669B1ZW
Amendment Reason: [ D]
Drawing Revise
Drg.No G1U-1WH-157884/02 addition in weight -951 kg
The Supplier confirms and undertakes to the company that no commission, brokerages, incentive or any payment has been/will be paid
directly to any one (including employees/servant of the company or to any other personate their request/direction) either in India
or abroad towards securing the contract for supply to the comapny. The Price quoted and charged by the supplier to the comapny is
on the basis of aforesaid.
Printed On : 19-Sep-2018 12:41 pm By : Swapnil Sadashiv Bhandiga
This is Electronically Generated Document hence, no Signature required.

PO Electronically Approved By : S.K.Raichur

Po For NVCL

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PURCHASE ORDER

THERMAX LTD.- BOILER & HEATER GROUP Page No. : 1

PURCHASE ORDER NO. : 176020083 DATE : 13-Jun-2018

Buy From : Delivery address : Buy-from BP : U0249

Delivery Terms : 001 - EX-YOUR WORKS, BILL AT PUNE

Payment Terms : 048 - 45 DAYS AFTER GRR ACCEPTANCE

REF. HOLD ARRGT&INSULATION HSN : 8402 Del. Date : 09-Aug-2018 I-GST

Total for Line - 1 571590.00 102886.20 0.00 0.00 674476.20

Total for Line - 2 174743.40 31453.81 0.00 0.00 206197.21

Total for Line - 3 290991.52 52378.47 0.00 0.00 343369.99

Total for Line - 4 2515726.65 452830.80 0.00 0.00 2968557.45

Total for Line - 5 76313.47 13736.42 0.00 0.00 90049.89

Total for Line - 6 212333.90 38220.10 0.00 0.00 250554.00

Total for Line - 7 119882.10 21578.78 0.00 0.00 141460.88

Total for Line - 8 99757.00 17956.26 0.00 0.00 117713.26

Total for Line - 9 131470.96 23664.77 0.00 0.00 155135.73

9 IND 4192809.00 0.00 754705.61 0.00 0.00 4947515.00

Do mestic Supply SHEET OF

Vendor Name & Address

CONSIGNER NAME AND ADDRESS

Consignee Name & Address

PACKING SLIP DIMENSIONS NT WT GR WT

S.NO. DESCRIPTION WBS NO. HOU/PART NO. DU/QTY UNIT

P NO. : DESCRIPTION OF ITEM

RELEASE NOTE INSTRUCTION:

THERMAX LIMITED - GENERAL CONDITIONS OF PURCHASE

designated email id i.e. bnh.salextax@thermaxindia.com.

factory/customer s site/port as stipulated in the PO.

CITI BANK, CAMP BRANCH

Our Registration Nos :

Vendor Registration Nos :

This is Electronically Generated Document hence, no Signature required.

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