INTERARCH

ANNEXURE - II

STANDARD TERMS & CONDITIONS OF SALE

INDEX

1. Placing of Orders
2. Acceptance of Orders
3. Finance Approval of Orders
4. Standard Payment Terms
5. Approval of Interarch Building Products Pvt. Ltd.'s Drawings
6. Design Calculations (optional)
7. Letter of Certification
8. Change Orders
9. Jobs on Hold
10. Delivery Commitments
11. Scheduling delivery
12. Erection Drawings
13. Specification Changes and Materials Substitution
14. Design and Supply Exclusions
15. Permits
16. Inspection
17. Notification of Preliminary Shipment
18. Final Notice of Shipment
19. Partial Delivery
20. Customer Pick-Up Shipments
21. Unloading of Materials at Job Site (Supply and Contracts)
22. Erection of Buildings (Supply and Contracts)
23. Erection by Interarch Building Products Ltd.
24. Materials Shortages
25. Back-Charges
26. Combined Shipment
27. Storage
28. Warranty
29. Force Majeure
30. Cancellation of Orders
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Interarch Building Products Private Ltd establish the following Terms and
Conditions of Sale.

1. Placing of Orders

Orders are normally placed after Interarch Building Products Private Ltd.
submitted a written proposal (also known as quotation or offer) to its customer.
Quotations may be revised one or more times until both the customer and Interarch
Building Products Private Ltd agree upon all technical and commercial matters.

Once all matters are agreed upon and are included in a final revised and typed
Interarch’s. proposal the client's representative and the Interarch’s
representative must sign a standard contract. A blank form of this contract is
attached to all Interarch Building Products Private Ltd.'s typed proposals.

2. Acceptance of Orders

Only signed and dated contracts at Interarch’s Head Office.

An order will be placed "ON HOLD" by Interarch when it it considered to be

incomplete. Such an order will remain on hold until corrective action is taken.

3. Finance Approval of Orders

All orders are subject to the approval of Interarch Building Products Private Ltd.'s
Finance Department.

4. Standard Payment Terms

4.1 Letter of Credit

Payment for the full contract shall be by an irrevocable Letter of Credit (L/C)
confirmed by the negotiation Bank in India. Validity of the L/C is to be
established at the time of signing contract. Minimum validity of L/C shall be
90 days for shipment and 120 days for negotiation.

4.2 Correspondent Banks

The following is a list of currently accepted Banks or correspondents to
opening banks alongwith the Interarch Building Products Private Ltd.
respective account number.

The Hongkong & Shanghai Banking Corportaion Ltd

28 K G Marg, New Delhi-110 001

The Bank of Nova Scotia

Gopal Das Bhawan
28 Barakhamba Road
New Delhi-110 001

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4.3 Supply C&F Job Site, Inland Shipment, Indian Destination

The L/C value should be payable according to and against presentation of

documents specified below:

Down Payment of 25% of the L/C value to be paid upon receipt of L/C and
against beneficiaries' sight draft & commercial invoice.

Balance of the L/C to be paid against presentation of:

• Sight Draft drawn on negotiating Bank

• Commercial Invoice
• Packing List
• Truck consignment note issued by TRUCKING COMPANY evidencing
receipt of material for delivery to openers' job site.

Other Terms:

a) Negotiating bank must be allowed to add their confirmation.

b) Partial shipment must be allowed.
c) All bank charges must be on account of openers.

4.4 Supply of Ex-Works Factory in Greater Noida (U.P.)

The L/C value should be payable according to and against presentation of

documents specified below:

Down Payment of 25% of the L/C value to be paid upon receipt of L/C and
against beneficiaries' sight draft & commercial invoice.

Balance of the L/C to be paid against presentation of :

• Sight Draft drawn on negotiating Bank

• Commercial Invoice
• Packing List
• Material despatch note issued by beneficiary and countersigned by
truck driver confirming receipt of materials
OR
Beneficiary's official claim after 7 days from their notification to the
openers through the bank, that material will be ready for shipment not
later than L/C shipping date.

Other Terms:

a) Negotiating bank must be allowed to add their confirmation.

b) Partial shipment must be allowed.
c) All bank charges must be on account of openers.

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4.5 Supply & Erection Contracts

Minimum validity of L/C shall be 180 days.

The L/C value should be the total of the supply and erection prices.

Payment for Supply

The supply C&F Job Site value should be payable as follows :

Down Payment of 25% of the L/C value to be paid upon receipt of L/C and
against beneficiaries sight draft & commercial invoice.

Balance of supply price C&F Job Site to be paid against presentation of :

• Sight Draft drawn on negotiating Bank
• Commercial Invoice
• Packing List
• Truck consignment note issued by TRUCKING COMPANY evidencing
receipt of material for delivery to openers' job site.
Other Terms:
a) Negotiating bank must be allowed to add their confirmation.
b) Partial shipment must be allowed.
c) All bank charges must be on account of openers.

Payment for Erection

Erection value to be paid against time drafts (dates to be determined
according to the erection period) all of which are payable with respect to the
shipment date.

5. Approval of Interarch Building Products Private Ltd’s Drawings

5.1 Where requested by customer or considered necessary by Interarch’s

approval drawings shall be prepared to ensure that all customer requirements
are accurately interpreted by Interarch.
5.2 When approval is required, 3 sets are issued of which one set must be signed
and returned to Interarch with comments.
5.3 The information presented in the approval drawings is preliminary in nature
and is not intended to be used for construction purposes.
5.4 The approval of these drawings shall be accepted by Interarch Building
Products Private Ltd. only in the form of the customer's, or his appointed
agent's signature on the "Approval" stamp placed by Interarch on its approval
drawings. Approval by any other means shall not be accepted by Interarch.
5.5 Signed approval drawings shall be final and binding.
5.6 Jobs that have been out for approval for more than 60 days are subject to
the price schedule that is in effect at the time the approval drawings are
returned to Interarch Building Products Private Ltd.'s Head Office.
Interarch reserves the right to cancel orders that have been out for approval
for more than 90 days and the customer will be responsible for ordinary
cancellation charges and engineering costs.

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 5.7 Notes on returned approval drawings which lead to a change in the previously
agreed upon scope of works must be covered by a change order that is duly
signed and accepted by the customer.

6. Design Calculations (Optional)

6.1 For Jobs required approval, the structural design calculations will be
despatched with the approval drawings.
6.2 Copies of Structural Design calculations are optional and may be provided
when requested. Three (3) sets of calculations are provided. Additional sets
can be provided for Rs 3000/- per set.
6.3 Standard Structural Design Calculations include :
• Design of the primary & secondary structural framing
• Material Specifications
• Wind bracing and Structural Stability
• Column reactions
6.4 An additional engineering fee will be levied for design calculations which
require further information than what is listed above.

7. Letter of Certification

A standard Interarch Building Products Private Ltd’s Letter of Certification to the

structural integrity of buildings may be furnished at no additional charge in place of
design calculations.

8. Change Orders

8.1 Changes in requirements after a contract is signed and accepted requires the
signing by the client of a Change Order Form, provided by Interarch Building
Products Private Ltd., describing the changes and marking the impact the
changes have on price and delivery. No action is taken on a Change Order
until it is signed as accepted by the client.
8.2 Components made obsolete, due to a change order made after start of
fabrication, will be charged to the account of the customer.

9. Jobs on Hold

9.1 Jobs that have been entered but have not been released for production within
90 days from the date of entry at Interarch Building Products Private Ltd.
Head Office for whatever reason including lack of technical clarification will be
subject to the price schedule in effect at the time of release from "On Hold"
status.

9.2 All costs incurred due to a job placed on hold after start of manufacturing will
be to the account of the buyer.

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10. Delivery Commitment

10.1 The delivery period or commitment is measured (in weeks) from the latest
date of receipt and acceptance of the following at Interarch Building
Products Private Ltd.'s Head Office in Noida (U.P.), India.
• Signed Contract
• Down payment
• Acceptable Letter of Credit / Final accepted L/C amendment.
• Final Change Order including amendment to L/C price.
• Signed final "approval as noted" Approval Drawings
10.2 Allow 2 weeks normally for Approval Drawings submittal, longer if building (s)
are complex.
10.3 Approval drawings must be returned to Interarch Building Products Private
Ltd.'s Area Office / Head Office within 2 weeks of receipt by customer. Delay
in returning approval drawings may result in change to our delivery
commitment.

11. Scheduling Delivery

Delivery is scheduled immediately after the last occurrence of the following:

• Receipt of final "approved as noted" approval drawings at Interarch’s
Head Office.
• Receipt and acceptance of final change order (if any).
• Release of order to production by Interarch’s Finance Department.

12. Erection Drawings

12.1 Standard issue of erection drawings shall be Two (2) sets to the customer and
One (1) set with the delivery of materials.
12.2 Where erection is by Interarch, the issue shall be one (1) set to the customer
and Two (2) sets of Interarch’s Projects Department.
12.3 If specifically request by the customer one set of prints of "AS Built" drawings
may be supplied to the customer, free of charge, after erection is completed.
The "As Built" drawings shall incorporate minor changes made during
erection, (if any) provided such changes are notified in writing to Interarch
Building Products Private Ltd.'s sales support department immediately after
completion of erection.
12.4 Additional erection drawings sets or reproducible can be supplied on request,
for the following prices:
Set of Prints : Rs. 5000.00 each
Set of Reproducible : Rs.10000.00 each

13. Specification changes and Material Substitution

On rare occasions when a normal inventory item is out of stock or when product
development necessitate it, Interarch reserves the right to substitute material equal
to or superior to that originally specified on the contract documents.

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14. Design and Supply Exclusion

14.1 Interarch Building Products Private Ltd.'s supply includes only materials
which are clearly described in its proposal under "Building Description" and
"Standard Supplied Material" or covered by written, accepted and signed
Change Order Forms.
14.2 Interarch Building Products Private Ltd. does not supply nor does it accept
responsibility for the design or construction of column footings, ground slab,
tie beams, masonry walls, and other concrete works.
14.3 Interarch Building Products Private Ltd. does not supply nor does, it accept
responsibility for plumbing services, painting, electrical services, air
conditioning services, or any other material or service not specified in the final
accepted proposal.

15. Permits

15.1 It is the customer's responsibility to obtain and pay for all building permits,
licenses, public assessment, paying prorated utilities, utility connections,
occupancy fees, and any other fees required by any government authority in
connection with the work provided for in the contract.
15.2 The customer shall provide, at his expense, all plans and specifications
required obtaining the building permit, except those plans to be furnished by
Interarch.
15.3 It is the customer's responsibility that all plans and specifications, including
those produced by Interarch, comply with the applicable requirements of any
governing building authorities.
15.4 It erection is to be by Interarch’s Projects Department, a copy of the Building
Permit must be provided to Interarch Building Products Private Ltd., by the
customer, prior to commencement of work. If erection work has to be deferred
due to building permit problem,s cost of such stoppages, standing time or
demobilization cost shall be charge to the customer.

16. Inspection

16.1 Inspection of Interarch Building Products Private Ltd.'s materials for the
project may be carried out by the customer or his authorized representative,
only after written request by the client and acceptance of such request by
Interarch.
16.2 Such inspection shall take place at the time and place to be determined solely
by Interarch and the customer or an authorised member of Interarch
Building Products Private Ltd.'s staff shall accompany customers
authorised representative. Unescorted inspection shall not be permitted, nor
have any legal significance.

17. Notification of Preliminary Shipment

The customer will be advised by fax or E-mail of a preliminary shipping date 7 days
prior to start of fabrication.

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18. Final notice of Shipment

The customer will be notified of shipment by fax, E-mail or telephone a minimum of 72

hours prior to shipment.

19. Partial Delivery

19.1 On very large jobs, which consist of one large building or several small to
medium buildings, it is Interarch’s practice to make partial deliveries.
19.2 When partial deliveries are made it Interarch Building Products Private
Ltd’s aim to ship erectable steel in each partial delivery to enable erection to
proceed smoothly on the job site.
19.3 Where partial deliveries are requested and accepted by Interarch Building
Products Private Ltd’s each shipment will be assigned a prorate value that is
claimed according to the terms of payment covering the value of materials
delivered.
19.4 Once a partial delivery schedule has been established and agreed upon,
Interarch will schedule production accordingly and changes to the delivery
schedule may not be possible.

20. Customer Pick-Up Shipments

While Interarch Building Products Private Ltd. prefers to make all shipments by
common carrier, the customer may pick-up the material provided that the following
procedures are observed.

20.1 Customer must secure an assigned loading date and time from Interarch’s
sales support department.
20.2 Customer must provide the proper truck and equipment to load the
Interarch’s material namely flat bed trailers with 6 sets of straps. Our plant
cannot load closed van trailers.
20.3 Driver must check the load with the shipping foreman and sign a receipt.
20.4 Customers who are not familiar with Interarch Building Products Private
Ltd’s. policy regarding equipment arrangement and other loading
requirements should request this information from Interarch’s sales support
department.
20.5 A charge of Rs. 5000.00 per truck or container is levied on all customer pickup
shipments to cover the cost of stuffing.

21. Unloading of Material at Job Site (Supply only Contracts)

Unloading of trucks at job site is the responsibility of the customer. Customer is

expected to provide suitable equipment for unloading material. If a site is inaccessible
in the opinion of the driver, another site for unloading must be provided. Customer will
be responsible for the condition of the ground at the job site as far as safety of
equipment and accessibility is concerned.

The customer is responsible for checking the accuracy of the shipment upon arrival
and unloading. Any discrepancies must be noted on the delivery documents.

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A receiving representative of the customer cannot refuse to accept an entire shipment

because some portion of that shipment is damaged or missing.

22. Erection of Buildings (Supply only Contracts)

The customer shall be fully responsible for the quality of erection of Interarch’s
buildings when the erection is not carried out by Interarch Building Products
Private Ltd.. Interarch assumes no liability for, and the customer shall hold
Interarch Building Products Private Ltd. harmless on account of, any defects in
the erection of buildings or such defects as loose connections, missing parts, roof
leaks, damages sheets, omission of sealer, scratched surfaces, poor alignment,
inadequate drainage and defects caused by others. The customer shall permit
Interarch’s personnel to inspect the erection work at any time during the erection
process.

Although Interarch certifies only competent contractors as authorised builders,

Interarch is not responsible for the quality of erection made by those builders.
Authorised Interarch Building Products Private Ltd’s. builders are independent
contractors who have been chosen by Interarch due to their knowledge and
experience in Pre-Engineered Steel Buildings and their normal adoption of good
erection practices.

23. Erection by Interarch Building Products Private Ltd.

23.1 Erection, by Interarch’s Project Department shall be undertaken only on a

clear levelled and unobstructted concrete slab with suitable access for trucks
and erection equipment. Access must also be provided around each building
for an area extending 6 meters from the building perimeter, for storage, setting
out and erection of the building. All working areas must be suitably compacted
for use of roklifts or cranes, and free of any obstructions.
23.2 The anchor bolts are to be set by others accurately, for position and level, and
be clean of any concrete spillage prior to Interarch’s Project Department
arrival on site.
23.3 If erection is delayed because of delay in civil work or other reasons,
Interarch shall not be responsible for deterioration of primer paint or cleaning
of manufactured steel.
23.4 If, at the sole discretion of Interarch Building Products Private Ltd’s
construction services, erection takes place prior to the pouring of the concrete
slab, then Interarch shall not be responsible for any cleaning of columns or
cladding.
23.5 Interarch’s construction Services may check the anchor bolts for position and
leveling prior to the pouring of the concrete foundations, but this does not
absolve the contractor from his responsibility for accuracy. Any reworking
required due to misplacement of anchor bolts or faulty concrete shall be
responsibility of the customer.
23.6 Interarch Building Products Private Ltd. shall not be responsible for the
repair of damage caused by others during the attendance of Interarch’s
construction Services, or after hand over.

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23.7 Any such repairs necessary shall be undertaken only after receipt of written
acceptance of Interarch’s construction services price for the work involved.

23.8 Any alteration from these erection conditions shall be the subject of variation
in the contract price.
23.9 Interarch Building Products Private Ltd. reserves the right to sub-contract
part or all of its erection contract to qualified contractors when Interarch.
believes that the sub-contractor will execute the job professionally and in
accordance with Interarch’s strict erection requirements.

24. Material Shortages

24.1 On contracts where a material consignment is received on site by anyone

other than Interarch Building Products Private Ltd. Construction services,
the customer's or his authorised representative's dated signature, constitutes
a formal, acknowledgment of correct receipt of consignment in terms of both
quality and quantity
24.2 It is the customer's or his authorised representative's responsibility to check
the materials before signing and dating acceptance on a Interarch’s delivery
Notice.
24.3 Interarch Building Products Private Ltd. shall, only accept claims of
Shortages, if received in writing within 7 days of the date of the above
signature.
24.4 If, after receipt of such claims, Interarch’s Bills of Materials and shipping lists
are found to be correct and matching, then replacement material shall be
supplied only after receipt of the customer's or his authorised representative's
written acceptance of the additional costs of ex-works and delivery cots of the
replacement material.
24.5 Interarch Building Products Private Ltd. shall not accept any consequential
claims for losses or liabilities alleged to arise from such shortages.

25. Back - Charges

Minor Field modifications and adjustments are to be anticipated and such

modifications and adjustments do not constitute grounds for back charges. These
adjustments should be provided for by a contingency fund in the customer's estimate.
Only repairs due to major fabrication errors may be claimed for.

26. Combined Shipments

In order to service all customers fairly and speedily, Interarch is sometimes obliged
to include a small shipment of material (back-order or urgent material request) to one
customer with the main shipment destined to another customer in the same
metropolitan area or territory.

27. Storage

27.1 Interarch shall store, free of charge in their open stock yards, any or all
materials for the contract for a period not exceeding 10 days from the
scheduled despatch time.

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27.2 Should despatch be delayed by the customer, for a period exceeding 10 days
after the schedule despatch date, STORAGE CHARGES shall be levied by
Interarch at the rate of 0.1% of ex-works value (of the unshipped material) per
day.
27.3 Interarch will not be held responsible for damage caused to the exposed steel
after it has been stored longer than 7 days.

28. Warranty

28.1 Interarch Building Products Private Ltd. warrants for one year from the
date of delivery of the materials manufactured by Interarch, that, such
materials and parts shall not fail because of defective materials or
workmanship, when utilised under normal conditions.
28.2 If properly erected as part of a complete structural system designed by
Interarch Building Products Private Ltd. and comprising only parts made by
Interarch , used in the manner and the purpose for which the system was
designed, such structure shall support the loads described in Interarch’s
drawings and contracts.
28.3 No warranties are expressed or implied other than those described in these
Terms and Conditions of Sale.
28.4 In the event of breach of warranty, the limit of any claim shall be the correction
or replacement of defective materials and correction of defective
workmanship.

29. Force Majeure

Interarch Building Products Private Ltd. shall not be held accountable for delays in
despatch or delivery, resulting from circumstances outside its control, such as strikes,
acts or war, revolution, riot or civil disturbance, trade sanctions or restrictions,
occurrence of meteorological, or geophysical nature, etc. where these affect
transport, communication, manufacturing and erection by Interarch, its suppliers and
its subcontractors.

30. Cancellation of Orders

In the even ot cancellation of a signed contract by a customer, the higher of the

following cancellation charges will apply:

30.1 20% of the total contract amount

30.2 All actual charges incurred up to the time of receipt of an official cancellation.
Cancellation charges are due immediately upon the receipt by Interarch Building Products Private
Ltd. of customer's official cancellation.

No changes in these terms and conditions shall be allowed

unless agreed to, in writing, by the Director at Interarch
Building Products Private Ltd.'s Head Office in Noida.

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