LOCAL SOURCING FRAME AGREEMENT

for Purchase of Goods and/or Services between

(1) ABB India Limited, a company incorporated in INDIA with registration number whose registered office is
at ABB India Ltd, Plot no. 5 and 6. 2nd Stage Peenya Industrial Area, Bengaluru-560058, (Customer), and
(2) M/s 3a Associates Inc a company incorporated in INDIA whose registered office is at Chincholi Bunder
Road, Malad (W) MUMBAI 400064 (Supplier),
each of them a Party and both together the Parties.

WHEREAS
(A) Supplier is offering Goods and/or Services as specified in this Local Sourcing Frame Agreement;
(B) Customer wishes to purchase such Goods and/or Services from Supplier on a long-term basis and on the
terms specified in this Local Sourcing Frame Agreement.
the Parties therefore agree as follows:

1. DEFINITIONS
1.1 For purposes of this Local Sourcing Frame Agreement, the following definitions apply:
ABB GTC: the ABB General Terms and Conditions for Purchase of Goods and/or Services (2018-1), as
attached to this Local Sourcing Frame Agreement as Annex 3;
Contract: a written agreement and/or the Order for the purchase of Goods and/or Services by Customer from
Supplier, including any other documents submitted by Customer to form part thereof, such as but without
limitation to any specifications;
Goods: the items to be delivered and/or all materials, documents, or other items which are the result of
Services (in any form or media, including but without limitation to data, diagrams, drawings, reports and
specifications) to be provided by Supplier which are covered by this Local Sourcing Frame Agreement as
defined in Annex 1 and specified further in the individual Contract;
Order: Customer’s order issued to Supplier for the purchase of Goods and/or Services;
Services: the services to be provided by Supplier which are covered by this Local Sourcing Frame Agreement
as defined in Annex 1 and specified further in the individual Contract.
1.2 The headings in this Local Sourcing Frame Agreement do not affect its interpretation.
1.3 Capitalized terms used in this Local Sourcing Frame Agreement are defined terms and have the meaning
given to them in this Local Sourcing Frame Agreement or in the ABB GTC.
1.4 The Annexes form part of this Local Sourcing Frame Agreement and have effect as if set out in full in the
body of this Local Sourcing Frame Agreement. In the event of a conflict between the provisions of the
Annexes and the provisions set out in the body of this Local Sourcing Frame Agreement, the latter will
prevail.

2. SCOPE OF THIS LOCAL SOURCING FRAME AGREEMENT

2.1 This Local Sourcing Frame Agreement sets forth the following:
2.1.1 the Goods and/or Services to be provided by Supplier to Customer as described in Annex 1 and as
specified further and ordered in the individual Contract.
2.1.2 the applicable prices and payment conditions as specified in Annex 2 or, in the absence thereof, in
the individual Contract;
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 2.1.3 the terms and conditions governing the purchase of Goods and/or Services by Customer from
Supplier under individual Contracts.
2.2 This Local Sourcing Frame Agreement does not grant Supplier any exclusivity with respect to Customer
purchasing Goods and/or Services.

3. ORDER PROCESS
3.1 Customer may order Goods and/or Services from Supplier under this Local Sourcing Frame Agreement by
individual Contracts.
3.2 Any Contract must refer to and incorporate this Local Sourcing Frame Agreement and its terms and
conditions.
3.3 Any Contract will be subject to and governed by the ABB GTC, to the extent that the ABB GTC are not
expressly amended
3.3.1 in this Local Sourcing Frame Agreement for all Contracts; or
3.3.2 in the individual Contract.

4. PRICES AND PAYMENTS

4.1 In consideration of the Goods and/or Services provided by Supplier to Customer, Customer shall pay the
price as specified in Annex 2 of this Local Sourcing Frame Agreement or in the individual Contract.
4.2 All payments must be made in accordance with Annex 2 and the individual Contract. Each payment is
conditional on the provision of the Goods and/or Services in accordance with this Local Sourcing Frame
Agreement and that Contract.

5. EFFECTIVENESS, DURATION, TERMINATION

5.1 This Local Sourcing Frame Agreement will become effective on 6/1/2020 Unless terminated in accordance
with its terms and conditions, this Local Sourcing Frame Agreement will continue in full force and effect for
a period of 3 Years and will thereafter automatically terminate.
5.2 Without prejudice to any other rights or remedies to which Customer may be entitled, Customer may
terminate this Local Sourcing Frame Agreement without liability to Supplier with immediate effect if
Supplier commits a breach of its obligations under any Contract and fails to remedy that breach within 48
(forty-eight) hours of receiving written notice from Customer requiring its remedy.
5.3 Without prejudice to any other rights or remedies to which Customer may be entitled, Customer may
terminate this Local Sourcing Frame Agreement without liability to Supplier with immediate effect if:
5.3.1 Supplier becomes insolvent; or
5.3.2 an order is made for the winding up of Supplier; or
5.3.3 documents are filed with a court of competent jurisdiction for the appointment of an administrator of
Supplier; or
5.3.4 Supplier makes any arrangement or composition with its creditors, or makes an application to a court
of competent jurisdiction for the protection of its creditors in any way; or
5.3.5 Supplier ceases, or threatens to cease, to trade; or
5.3.6 There is a change of control of Supplier.
5.4 Termination of this Local Sourcing Frame Agreement, however it arises, will not affect or prejudice the rights
of the Parties as accrued at termination.
5.5 Termination of a Contract will be governed by the terms and conditions of that Contract.

6. COMPLIANCE, INTEGRITY
6.1 Supplier shall provide the Goods and/or Services in compliance with all relevant laws, regulations, and codes
of practice.

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6.2 Supplier and its subcontractors must comply with the ABB Lists of Prohibited and Restricted Substances and
with the reporting and other requirements regarding Conflict Minerals made available under www.abb.com
– Supplying – Material Compliance or otherwise and shall provide Customer with documents, certificates
and statements as requested. Any statement made by Supplier to Customer (whether directly or indirectly)
with regard to materials used for or in connection with the Goods and/or Services will be deemed to be a
representation under this Local Sourcing Frame Agreement.
6.3 Supplier represents and warrants that it is and will remain fully compliant with all applicable trade and
customs laws, regulations, instructions, and policies, including, but not limited to, satisfying all necessary
clearance requirements, proofs of origin, export and import licenses and exemptions from, and making all
proper filings with appropriate governmental bodies and/or disclosures relating to the provision of services,
the release or transfer of goods, hardware, software and technology.
6.4 No material or equipment included in or used for the Goods and/or Services must originate from any company
or country listed in any relevant embargo issued by the authority in the country where the Goods and/or
Services will be used or an authority otherwise having influence over the equipment and material forming
part of the Goods and/or Services. If any of the Goods and/or Services are or will be subject to export
restrictions, it is Supplier’s responsibility to promptly inform Customer in writing of the particulars of such
restrictions.
6.5 Both Parties warrant that each will not, directly or indirectly, and that each has no knowledge that other
persons will, directly or indirectly, make any payment, gift or other commitment to its customers, to
government officials or to agents, directors and employees of each Party, or any other party in a manner
contrary to applicable laws (including but not limited to the U. S. Foreign Corrupt Practices Act, the UK
Bribery Act 2010 and, where applicable, legislation enacted by member states and signatories implementing
the OECD Convention Combating Bribery of Foreign Officials), and shall comply with all relevant laws,
regulations, ordinances and rules regarding bribery and corruption. Nothing in this Local Sourcing Frame
Agreement will render either Party or any of its Affiliates liable to reimburse the other for any such
consideration given or promised.
6.6 Supplier herewith acknowledges and confirms that Supplier has received a copy of ABB’s Code of Conduct
and ABB’s Supplier Code of Conduct or has been provided information on how to access both ABB Codes
of Conduct online under www.abb.com/Integrity. Supplier agrees to perform its contractual obligations in
accordance with both ABB Codes of Conduct.
6.7 ABB has established reporting channels where Supplier and its employees may report suspected violations
of applicable laws, policies or standards of conduct: Web portal: www.abb.com/Integrity – Reporting
Channels; contact details specified on this Web portal.
6.8 Any violation of an obligation contained in this Clause 6 is a material breach of this Local Sourcing Frame
Agreement and entitles the other Party to terminate this Local Sourcing Frame Agreement with immediate
effect and without prejudice to any further rights or remedies available thereunder or at law. Notwithstanding
anything to the contrary in this Local Sourcing Frame Agreement, Supplier shall, without any limitations,
indemnify and hold harmless Customer for all liabilities, damages, cost or expenses incurred as a result of
any such violation and termination of this Local Sourcing Frame Agreement, or arising from export
restrictions concealed by Supplier.

7. GENERAL
7.1 The invalidity or unenforceability of any term of this Local Sourcing Frame Agreement will not adversely
affect the validity or enforceability of the remaining terms. This Local Sourcing Frame Agreement will be
given effect as if the invalid or unenforceable term had been replaced by a term with a similar economic
effect.
7.2 No variation or amendment of this Local Sourcing Frame Agreement or of any of the documents referred to
in it will be valid unless it is in writing and duly signed by authorized representatives of both Parties.
7.3 The Parties shall do and execute all such further acts and things as are reasonably required to give full effect
to the rights given and the transactions contemplated by this Local Sourcing Frame Agreement.

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7.4 This Local Sourcing Frame Agreement is drafted in the English language, which prevails over any
translations. With regard to this Local Sourcing Frame Agreement the Parties shall correspond in the English
language.
7.5 Supplier may not assign this Local Sourcing Frame Agreement without Customer’s prior written approval.

8. GOVERNING LAW AND JURISDICTION

8.1 This Local Sourcing Frame Agreement is governed by the laws of India, however, under exclusion of its
conflict of law rules and the United Nations Convention on International Sale of Goods.
8.2 Any dispute arising in connection with this Local Sourcing Frame Agreement which cannot be settled
amicably shall be finally settled under the Rules under the Arbitration and Conciliation Act, 1996. Place of
arbitration shall be Bengaluru. The language of the proceedings and of the award shall be English. The
decision of the arbitrator is final and binding upon both Parties, and neither Party may appeal for revision.
8.3 Any dispute or difference arising out of or in connection with a Contract must be finally settled in accordance
with the respective provisions of that Contract.

9. ENTIRE AGREEMENT
This Local Sourcing Frame Agreement and the documents referred to in it, constitute the entire agreement
and understanding of the Parties and replace any previous agreement, understanding or arrangement between
the Parties relating to the subject matter of this Local Sourcing Frame Agreement.

SUPPLIER CUSTOMER
M/s 3a Associates Inc M/s ABB India Limited, MOMG, Vadodara

signature: .................................................. signature: ...................................................

Mr.Vikas Kanade
Name- LPG SCM Manager
Designation -

signature: ...................................................
Mr.Ashish Sharma
LPG Financial Controller

signature: ...................................................
Mr.Indraneel Dhaneshwar
LPG Location Manager

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 ANNEX 1
Specification of Goods to be supplied under the Agreement & Quality Requirement

GOODS AND/OR SERVICES

1 General
Product Quality shall be in line with ABB’s relevant Standards, Specifications, Drawings & fitment requirements.

Supplier will take prior approval from ABB before changing any Raw Material or any Process change.

Proper identification is to be done by Supplier and traceability record is to be kept for verification. It should be available
during ABB QA audit time.

Supplier will inspect raw material & keep records & provide the customer

100 % dimensions to be check, record in customer format & report to Customer.

For the traceability point of view all records to be kept for 20 years.(Hard or Soft Copy).

2. Conformity of the Ordered Product

Conformity means that the product complies with all of the requirements defined for it in the relevant documents (e.g.
drawings, Purchase order, ABB Process instructions, P-standards or any communication by e-mail etc).The Supplier is
responsible for the conformity of the Supplied product, correctness of the information provided. The Supplier shall
prevent the delivery of defective products to ABB in case if the defect is found prior to dispatch.

3. Prior Information about Failures / defects

In the event of a defect or failure occurring in the Supplier's process/product, and as a consequence of which a part
requires repair or delivery is in danger of being delayed, the Supplier is obliged to contact ABB's Quality team without
delay. Based on the information provided by supplier, ABB will decide to accept the product with deviation or not.

4. Changes to the Supplier's Production Process

In cases where changes occur in the Supplier's manufacturing process, manufacturing methods, materials or quality
assurance process, or changes in qualified/ certified persons, the Supplier must send a written communication ( along
with Qualification reports/certificates) to ABB and obtain prior approval before the actual changes takes place

This is to ensure that undetected changes are not effecting product conformity. Failure to do so, may result in difficult
problem solving later. This is also to ensure traceability during product's lifecycle.

5. Auditing of processes and facilities

ABB is entitled to conduct quality reviews at the Supplier’s manufacturing facility. ABB may, at its discretion, audit the
Supplier's process at the Supplier's plant. The purpose of such audits and quality reviews is to ensure that the Supplier's
processes are capable of producing the desired quality and product. The date for an audit or quality review shall be
agreed upon in advance.

ABB recommends to its Suppliers a quality system conforming to the requirements of latest issue of the ISO 9001 quality
standard or an equivalent standard. Implementing procedures described in ISO14001 Environmental Management
System is strongly encouraged.

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 ABB will be conducting process and facility audit once or twice every year depending upon criticality of the process /
product manufactured. System audit will mostly cover topics related to Quality management systems, Environment
and Safety management system. Process audit will verify adherence to key manufacturing process parameters and best
practices.

Detailed Gap report will be shared along with audit score after the audit. Based on the final score, suppliers needs to
submit action plan within a week and close all gaps as per table below. Suppliers will be blocked in case of non-
compliance to below requirement. Suppliers can be re-activated only after ABB conducts a fresh audit and the supplier
falls in Green zone.

Average Poor
Good Needs to close all Needs to close major
Work to improve NCRs within 3 months NCRs within 30days and
further to continue supplies gain audit score > 85%
to ABB within 3 months
System Audit
>85% 60%-85% < 60%
score
Process Audit
> 90% 70% - 90% < 70%
score

6. Process Capability and Process Follow-Up

The Supplier shall continuously improve its process capability and follow-up in order to prevent the delivery of defective
goods, or goods not in conformance with the required specification to ABB. In case of repetitive defects or Lot
rejections, ABB is entitled to visit the supplier manufacturing facility with a 24 hour notice. ABB can differ this visit only
in case of special events / local holidays.

7. Handling of Non-conformity

In the event of defects being detected against the conformity of the products delivered by the Supplier, ABB is entitled
to request a 100% inspection (Rework, if necessary) of the tolerated products with respect to dimensions and
requirements. If supplier is not able to complete inspection, ABB will deploy their approved resources and debit the
cost of inspection/ rework back to the supplier (with prior intimation but will not wait for confirmation to back charge
costs incurred)

in number of working days

Containment Resolution / RCA
Acknowledgement
action report
Defect alert 1 2 3
SCAR / NCR 1 2 5

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 ANNEX 2

PRICES AND PAYMENT CONDITIONS

Sr.
NO Material Code Material reference Size INR Prices/Meter
1 9871525 BOPO/K 30 X 0.22/55/A 1.80
2 13806454 BOPO/K 20 X 0.22/A 1.45
3 99869659 BOPO/K 10 X 0.22 1.32
4 13806233 BOPO 10 X 0.15 1.20
5 10211247 BPRUG 25 mm 7.75

Terms and Conditions:

Packing & Marking:

• All the packages / supplies shall be packed adequately to avoid rust & transit damages
• Packaging charges are part of above prices and will not charge separately

Lead Time: 30 Days – From date of Placing order to delivery at Vadodara Plant

Prices: Prices will undergo into negotiation in case raw material prices vary.

Delivery Terms: DAP, Maneja, Vadodara.

Payment Terms: 45 Days Credit

Taxes & Duties: As applicable by Government rules and regulations time to time.

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