THIS STAMP PAPER FORMS AN INTEGRAL PART OF SUPPLY AGREEMENT EXECUTED ON

05TH DAY OF JULY, 2021 BETWEEN “RENEW SURYA OJAS PRIVATE LIMITED” AND “SIEMENS
GAMESA RENEWABLE POWER PRIVATE LIMITED” FOR 322.245 MW WIND POWER
PROJECT COMPRISING OF 93 NOS SIEMENS GAMESA MAKE SG 3.465 MW TYPE WTG IN
AND AROUND VILLAGES ALLUR AND TONDEHAL IN BAGALKOTE AND KOPPAL DISTRICT IN
THE STATE OF KARNATAKA. Mayank Digitally signed by
Mayank Lingwal

Lingwal Date: 2021.07.05

22:04:20 +05'30'

Digitally signed
Harish Digitally signed by Harish Gupta
Navin Digitally signed by Navin Dewaji

BAL RAM
DN: cn=Navin Dewaji, c=IN, o=SGRE,
DN: cn=Harish Gupta, c=IN, o=SGRE,
by BAL RAM ou=SGRE F ON IN,
ou=SGRE ON CRO IN,

Dewaji
email=navin.dewaji@siemensgamesa.com
MEHTA
Gupta
email=harish.gupta@siemensgamesa.com
Date: 2021.07.05 20:52:13 +05'30'

MEHTA
Date: 2021.07.05 21:31:05 +05'30'
Date: 2021.07.05
20:02:08 +05'30'
 SUPPLY AGREEMENT

BETWEEN

SIEMENS GAMESA RENEWABLE POWER PRIVATE LIMITED

AND

RENEW SURYA OJAS PRIVATE LIMITED

DATED 5th July 2021

Page 1 of 108
 SUPPLY AGREEMENT

This Supply Agreement (“Agreement”) is entered at New Delhi on 5th July 2021 by and
between:

SIEMENS GAMESA RENEWABLE POWER PRIVATE LIMITED, a company

incorporated under the provisions of the Companies Act, 1956, (CIN No.
U74991TN2006PTC079179), having its registered and corporate office at The Futura IT Park,
Block B, 8th Floor, No.334, Rajiv Gandhi Salai, Sholinganallur, Chennai – 600 119, Tamil
Nadu, India, hereinafter referred to as the “Supplier”, (which term shall unless repugnant to
the context or meaning thereof be deemed to mean and include its successors-in-business and
permitted assigns) of the ONE PART:

AND

RENEW SURYA OJAS PRIVATE LIMITED, a company incorporated under the

provisions of the Companies Act, 1956, (CIN No. U 40106DL2019PTC357695), having its
registered office at 138, Ansal Chamber-II, Bhikaji Cama Place, New Delhi-110066 and
corporate office at ReNew.Hub, Commercial Block-1, Zone 6, Golf Course Road, DLF City
Phase -V, Gurugram-122 009, hereinafter referred to as the “Purchaser”, (which term shall
unless repugnant to the context or meaning thereof be deemed to mean and include its
successors-in-business and permitted assigns) of the OTHER PART.

The Supplier and the Purchaser may, where the context permits, be referred to collectively as
“Parties” and individually as a “Party”).

WHEREAS:

A. The Purchaser is inter alia, engaged in the business of owning and operating renewable
power projects at various locations in India;

B. The Supplier is inter-alia engaged in the business of manufacturing, designing,

engineering, testing and supplying of wind turbine generators and devices & parts
thereof to its customers;

C. The Purchaser proposes to develop a 322.245 MW wind power project in and around
Allur and Tondehal village in Bagalkote and Koppal District and in the State of
Karnataka (“Project Site”). For the purpose of development of the wind power project
Purchaser hereby proposes to enter into this Agreement with Supplier for designing,
manufacturing, testing, sourcing and supplying components for 93 nos. of Siemens
Gamesa make wind turbine generators model SG 3.465 145, with tower height of 127.5
meter and capacity of 3.465 MW each, and for a total capacity of 322.245 MW, strictly
in accordance with the terms and conditions set-forth under this Agreement
(“Project”);

D. The Parties have agreed to reduce into writing the detailed terms and conditions
governing the Supply of WTGs, being these presents.

Page 2 of 108
 NOW THEREFORE, in consideration of the foregoing, mutual undertakings, representations
and other good and valuable consideration, the sufficiency of which is hereby acknowledged,
the Parties hereto agree as follows:

1. DEFINITIONS AND INTERPRETATIONS

1.1. Definitions

In this Agreement, unless the context otherwise requires, the following capitalised
terms, together with their respective grammatical variations and cognate expressions,
hereunder defined as well as those in the Schedules hereto shall carry the respective
meaning assigned to them in their ordinary applicability and essence or in their
respective technical sense, as the case may be. Further, unless the context otherwise
implies, all singular words appearing herein shall connote the plural and vice-versa.

“Affected Party” shall have the meaning as ascribed to it in Clause 27.5 (a).

“Affiliate” means with respect to a Party, its subsidiary company, its holding company
or a company that is a subsidiary of such holding company.

“Agreement” means this Supply Agreement including the recitals, schedules and
annexure and any modification or amendment hereof, in accordance with the terms
hereof;

“Applicable Law(s)” means any statute, law, regulation, legislation, ordinance,

circulars, rulings, permits, consents, grants, approvals, licences, exemptions,
clearances, notifications, rule, judgment, order, decree, clearance, Government
Approvals, declarations, bye-laws, codes, directive, directions, guideline, policy,
governmental requirement, or other governmental restriction and relevant technical or
engineering codes or other circular or restriction or any similar form of decision,
including, corrigendum, or any document of similar nature in respect of the foregoing,
or determination by, or any interpretation or clarification, administration of any of the
foregoing by, any Government Authority having jurisdiction over the subject matter of
this Agreement, the Parties and/or the Project as may be in force and effect as on the
Effective Date;

“Business Day” means any day other than a Saturday, Sunday, public holiday or any
day on which nationalised banks in the state of Tamil Nadu and Delhi NCR are closed.

“Change in Law” means the occurrence of any of the following events, to the extent
applicable for the Project, subsequent to the Effective Date;

a. the enactment, coming into effect, adoption, amendment, promulgation, re-

enactment, modification or repeal (without re-enactment or consolidation) of any
Applicable Law or change and/or increase/decrease in Taxes, including the
imposition of any new or additional or removal of old Taxes (as defined below)

Page 3 of 108
 with or without retrospective effect, that is applicable to the performance of
obligations of the Parties; or
b. change in interpretation (including by way of notified clarification/explanations) or
application or introduction of any Applicable Law by a Government Authority
which has become final, conclusive and binding, and that is applicable to the
obligation of the Parties;

“Claim” includes any claim, proceeding, cause of action, action, demand, or suit
(including by way of contribution or indemnity) at law or in equity in relation to Losses;

“Clause” shall mean a clause (including a subclause) of this Agreement and where this
Agreement refers to a range of clauses, the range includes the clauses at the beginning
and at the end of the range;

“Confidential Information” shall have the meaning ascribed to it in Clause 30.1.

“Control" means with respect to a Party, the ability to direct the management or
policies of such Party, directly or indirectly, whether through the ownership of shares
or other securities by contract or otherwise, provided that in all events, the direct
ownership of fifty percent (50%) or more of the voting share capital of such Party shall
be deemed to constitute Control of that Party (the expressions "Controlling" and
"Controlled" shall have the corresponding meanings).

“Deemed Material Verification Certificate” shall have the meaning as ascribed to it

in Clause 9.3.2 III.

“Default Interest” shall have the meaning as ascribed to it in Clause 8.2.

“Default Notice” shall have the meaning as ascribed to it in Clause 28.1 (a).

“Defaulting Party” shall have the meaning as ascribed to it in Clause 28.1 (a).

“Defect” means any defect or damage, including faulty design, manufacturing,

workmanship and faulty materials in a WTG, which would result in: (a) operational
failure of that WTG and/or (b) failure to comply with the Technical Specifications; and/
or (c) rendering the WTG as not Fit for the Purpose for the purpose of generating
electricity as per the Technical Specifications;

“Delay Liquidated Damages” shall have the meaning ascribed to it in Clause 29.1 of
this Agreement.

“Dispute” shall have the meaning as ascribed to it in Clause 33.1.

“Delivery Site” or “Storage Yard” shall mean the storage space which shall be
provided by the Purchaser. The coordinates of two Storage Yards are as below:
1. 43 P 605750 1715213
2. 43 P 595000 1713238

Page 4 of 108
“Disqualified Third Party” means, (a) in respect of the Purchaser, any person who is,
or whose Affiliates are, engaged in the business activity of manufacturing and / or
supplying of wind turbines (b) in respect of either Party (i) any person or its Affiliates
or a promoter, director or partner of such person who has been convicted for any
criminal offence involving dishonesty or corruption by any court of law or any other
appropriate forum or has been debarred from dealing in securities in the capital markets
by the Securities and Exchange Board of India or is in the caution list of the Reserve
Bank of India or has been barred from performing obligations similar to those contained
in this order in any jurisdiction; and (ii) any person or its Affiliate which has pending
arbitration or litigation with the party in any jurisdiction;

“Delivery Schedule” means the schedule of delivery of WTGs at the Delivery Site as
per Schedule 3;

“Effective Date” shall have the meaning as ascribed to it in Clause 2 of this Agreement;

“Escrow Documents” shall have the meaning as ascribed to it in Clause 4.9 (ii).

“Excluded Tax”/ “Excluded Taxes” means

1. All Taxes on corporates and/or individual’s income, profit, real and personal
property; and

2. All applicable payroll, withholding, social security, workers’ compensation and

employment taxes and contributions imposed under any law in connection with
or measured by compensation (including without limitation wages and salaries)
paid to or for the benefit of employees of Supplier (including without limitation
taxes, health and welfare funds, minimum wages, provident fund, employee
state insurance, gratuity, pensions and annuities, disability insurance and all
other similar social payments under labour laws or otherwise under Applicable
Laws generally).

“Financing Parties” means any and all lenders providing financing (debt only)
(including any leveraged lease or any other refinancing thereof) for the Project to the
Purchaser and any trustee or agent acting on their behalf.

“Fit for the Purpose” shall mean the WTGs are capable of generating electricity at the
Project Site in accordance with the Technical Specifications and other warranties and
guarantees, if any, in relation thereto, provided under this Agreement;

“Force Majeure” has the meaning given to it in Clause 27.

“GoI” shall mean the Government of India.

“GoK” shall mean the Government of Karnataka.

“Government Approval” means any and all necessary and required authorisations,
consents, grants, approvals, licences, leases, permits, exemptions, concessions, filings,
clearances, variances, orders, publications, notices, declarations or regulations, issued

Page 5 of 108
by any Government Authority in connection with the performance of obligations of the
respective Parties under this Agreement;

“Government Authority” shall mean the GoI, GoK, any local, regional, territorial or
municipal government or quasi-government, ministry, governmental department,
government authority, commission, board, bureau, agency, instrumentality, executive,
legislative, judicial, regulatory or administrative body, local body or any other utility
having or purporting to have jurisdiction over the Project, Project Site or any portion
thereof and performance of the obligations and exercise of rights of the Parties in
accordance with this Agreement, or any matter arising from or in connection with this
Agreement;

“Grid Substation” shall mean 400/220 kV PGCIL sub-station, namely Koppal or

Gadag;

“GST” shall mean goods and service taxes as provided under Goods and Service Tax
Act, enacted by State or Central Government;

“Indemnified Party” shall have the meaning as ascribed to it in Clause 22.4.

“Indemnifying Party” shall have the meaning as ascribed to it in Clause 22.4.

“Input Taxes” shall mean any and all taxes on input materials and services used by
Supplier for the purposes of fulfilling its obligations under this Agreement.

“INR” means the lawful currency of India;

“Intellectual Property Right” includes any rights in or to any proprietary information

patent, copyright, database rights, rights in relation to source code, software embedded
in WTGs or standalone software, firmware, know-how, registered design or other
design right, utility model, trade mark (whether registered or not and including any
rights in get up or trade dress or trade secrets), brand name, service mark, trade name,
eligible layout right, chip topography right, industrial processes and any other rights of
a proprietary nature in or to the results of intellectual activity in the industrial,
commercial, scientific, literary or artistic fields, whether registrable or not and wherever
existing in the world, including all applications, renewals, extensions and revivals of,
and all rights to apply for, any of the foregoing rights and any other intellectual and
industrial property rights subsisting or recognised under Indian law or any other
applicable jurisdiction;

“Letter of Credit” or “LC” shall mean the non-recourse and irrevocable letter of
credit issued in favour of the Supplier.

“Liens” means, with respect to any property or asset, any mortgage, deed of trust, lien,
pledge, charge, security interest, or encumbrance of any kind whatsoever in respect of
such asset or property, as the case may be, filed, recorded or otherwise perfected or
effective under Applicable Law, as well as the interest of a vendor or lessor under any
conditional sale agreement, capital lease or other title retention agreement relating to
such asset or property, as the case may be and effective under Applicable Law;

Page 6 of 108
“Losses” means all direct losses (specifically excluding consequential losses, indirect
losses, loss of profit, loss of production, loss of power generation and loss of revenue,
howsoever occasioned, unless otherwise agreed or provided), liabilities, damages,
fines, interest, awards, penalties, costs (including, reasonable legal costs, lawyers’ and
arbitrator’s fees), charges and expenses or other losses or damages or claims of
whatsoever nature or howsoever occasioned including any of the above suffered by the
non-defaulting party or a third party as a result of any act or omission in the course of
or in connection with the performance, non-performance, deficiency or omission to
perform of the obligations under this Agreement by the defaulting Party.

“Lot” shall mean lot of 3 (three) or more WTGs;

“Major Components” shall in respect of each WTG mean one nacelle (consisting of
generator, drivetrain and transformer), sections of towers, set of three blades, hub in
respect of each WTG;

“Minor Components” shall in respect of each WTG mean the anchor cage, ground
controller, switchgear, complete components of tower lift, tower fasteners, cables, to
be supplied by the Supplier in accordance with Technical Specification and the terms
of this Agreement;

“Material Verification Certificate” shall have the meaning as ascribed to it in Clause

9.3.2 (II) (i).

“Notice to Proceed/NTP” means the notice from Purchaser to Supplier in the format
of Schedule 7, in order to notify Supplier to commence its scope under the Agreement.

“Operational Life of the Project” shall mean a period of minimum 25 (twenty five)
years from the day WTG is energised with Grid Substation (by the Purchaser).

“Person” means any individual, sole proprietorship, unincorporated association,

unincorporated organization, body corporate, hindu undivided family, corporation,
company, partnership, limited liability company, joint venture, government authority
or trust or any other entity or organization which are recognized under Applicable Law
and includes the Parties;

“Power Curve Warranty Test/PCWT” shall have the meaning ascribed to it in

Clause 17.2 of this Agreement;

“Power Curve Warranty” shall have the meaning ascribed to it in Clause 17.1 of this
Agreement;

“Power Curve Liquidated Damages” shall have the meaning ascribed to it in Clause
17.4.1 (iii) of this Agreement

“Project” shall have the meaning ascribed to it in recital C of this Agreement;

“Project Site” shall have the meaning ascribed to it in recital C of this Agreement;

Page 7 of 108
“Purchaser Proposed Variation Notice” shall have the meaning ascribed to it in
Clause 21.1 of this Agreement

“Purchaser Indemnified Party” shall have the meaning ascribed to it in Clause 22.1
of this Agreement

“Purchaser Approvals” refer to permits and approvals for the Project as per Clause
4.13.2.

“Quality, Health, Safety and Environment Plan” means the quality, health, safety
and environment plan of the Parties given in Schedule 12;

“Scheduled Delivery Date (SDD)” shall mean scheduled date of delivery of WTG
Major Components at Storage Yard which shall be as below:
1. For first 31 numbers by 31st August 2022 (Phase 1)
2. For next 31 numbers by 31st October 2022 (Phase 2); and
3. For last 31 numbers by 28th February 2023 (Phase 3)

Phase 1, Phase 2 and Phase 3 shall be individually referred as Phase SDD. In case the
said SDD is extended in accordance with the terms of this Agreement, then such
extended dates will be considered as SDD for the Project.

“Scope of Supply” shall mean the supply of the WTG in accordance with Schedule 1;

“Serial Defect” shall have the meaning ascribed to it in Clause 16.9.1 to this
Agreement;

“Supplier Indemnified Party” shall have the meaning ascribed to it in Clause 22.2 of
this Agreement;

“Supplier Proposed Variation Notice” shall have the meaning ascribed to it in Clause
21.4 of this Agreement;

“Supply” means the performance by Supplier of its obligations under this Agreement
by supplying the WTGs to the Delivery Site in accordance with the Scope of Supply,
Technical Specifications and the terms of this Agreement, at such times and in such
manner as contracted by the Purchaser under this Agreement and the terms “Supplies”,
“Supplied” and “Supplying” shall be construed accordingly;

“Supply Price” shall have the meaning ascribed to it in Clause 5.1 of this Agreement;

“Taxes” means any fees, taxes, indirect taxes, levies, interest, penalties or other sum
levied pursuant to any Applicable Law, including but not limited to all sales, excise,
GST, license and permit fees, entry tax, levies, cess, import duties, imposts, deductions,
charges, withholdings and duties, as applicable in connection with the performance of
obligations under this Agreement;

“Technical Specifications” shall mean the detailed technical specifications of the

WTGs provided in Schedule 2 of this Agreement;

Page 8 of 108
 “Term” shall commence on the execution of this Agreement and shall continue until
the completion of obligations and the scope of work of either Party under this
Agreement are fulfilled or terminated in accordance with this Agreement;

“Warranty” or “Defect Warranty” shall have the meaning ascribed to it in Clause

16.1 of this Agreement;

“Warranty Period” shall have the meaning ascribed to it in Clause 16.2 of this
Agreement;

“Warranty Limitations” shall have the meaning ascribed to it in Clause 16.7 of this
Agreement;

“WTG” or “Wind Turbine Generator” means components of Siemens Gamesa make

SG 145 3.465 CS wind turbine generator with tower height of 127.5 meter and capacity
of 3.465 MW each, including the nacelle with in-built transformer (3900 KVA), hub,
control systems, set of 3 (three) blades, tubular towers, Minor Components and other
equipment or component part of WTG along with any other requirement as per the
Technical Specification including accessories thereof and which are required to
successful energization of the WTG with the Grid Substation.

1.2. Interpretation

In this Agreement unless the context otherwise requires:

(a) The words importing the singular shall mean the plural and vice versa; and words
importing the masculine shall include the feminine and neuter and vice-versa.

(b) Where any word or expression is given a defined meaning, any other grammatical form
of that word or expression shall have the corresponding meaning, where the context
requires.

(c) Any word or expression used in this Agreement shall, unless defined or construed in
this Agreement, bear its ordinary English meaning.

(d) “Recital”, “Clause” and “Schedule” shall refer, respectively to Recitals of, Clauses of
and Schedules to this Agreement. The Schedules to this Agreement shall form part and
parcel of this Agreement.

(e) The headings and sub-headings in this Agreement (and references to them) are included
for convenience only and shall not be taken into account in interpreting this Agreement.

(f) The references to the word “include” or “including” or to the phrase “in particular”,
shall be construed without limitation.

(g) The references to any contract or deed or other instrument shall be construed as a
reference to such contract, deed, or other instrument as the same may, from time to
time, be amended, varied, supplemented or novated.

Page 9 of 108
 (h) Reference to indebtedness includes any obligation (whether incurred as principal or
surety or otherwise) for the payment or repayment of money, whether present or future,
actual or contingent.

(i) Unless otherwise provided, whenever provision is made for the giving or issuing of any
notice, endorsement, consent, approval, permission, certificate or determination by any
person, such notice, etc., shall be reasonably given, shall not be unreasonably withheld
or delayed; and

(j) the phrase “shall be in writing” and the words “notify”, “endorse”, “approve”, “permit”,
“certify” or “determine” shall be construed accordingly. Where any notice, consent or
approval is to be given by either of the Parties, the notice, consent or approval shall be
given on their behalf only by any authorized persons as identified in this Agreement.

1.3. Object

In consideration of the payments to be made by Purchaser to Supplier as hereinafter

provided, Supplier agrees with Purchaser to supply the WTGs in conformity with the
Technical Specifications and Schedules provided under the terms of the Agreement.

Purchaser hereby agrees to pay to Supplier the Supply Price at the times and such other
sums, if any, as may become payable under the Agreement in the manner prescribed by
this Agreement.

2. EFFECTIVE DATE

This Agreement shall be valid and effective from the date it is duly signed by the Parties
("Effective Date").

3. COMMENCEMENT CONDITIONS

3.1 Supplier’s obligation to commence the manufacturing and complete the Supply at the
Delivery Site as per Delivery Schedule, shall be conditional upon the fulfilment of the
conditions listed below (“Condition Precedent”) by the Purchaser:

a) Confirmation for sufficiency of permits (including government order enhancement of

Tondehal GO to a capacity of approx. 229 MW) for the Project;

b) Release of non-refundable first Advance Payment as per Clause (i) of Schedule 4 for
an amount equivalent to INR 126,07,31,250/- (Indian Rupees One Hundred
Twenty Six Crore Seven Lakh Thirty One Thousand Two Hundred and Fifty
only) to the Supplier against submission of the unconditional Advance Bank
Guarantee of equivalent amount by the Supplier;

c) Submission of the Guarantee Cum Undertaking issued by ReNew Power Private

Limited to Supplier as per format attached under Schedule 19; and

d) Release of second Advance Payment as per Clause (ii) of Schedule 4 for an amount
equivalent to INR 42,02,43,750/- (Indian Rupees Forty Two Crore Two Lakh
Forty Three Thousand Seven Hundred and Fifty Only) to the Supplier against

Page 10 of 108
 submission of the unconditional Advance Bank Guarantee of equivalent amount by
the Supplier.

3.2 Upon fulfilment of the above Conditions Precedent, the Purchaser shall issue a Notice to
Proceed in favour of the Supplier.

3.3 If Notice to Proceed is not issued on or before July 15, 2021, then Parties shall mutually
discuss and agree for any revision in Supply Price and/or the Delivery Schedule.

4. SCOPE OF SUPPLY

4.1 Scope of Supply

(i) The Supplier shall, on and from the Notice To Proceed, in consideration for the Total
Supply Price, shall Supply all the inspected/deemed inspected component at the Storage
Yard, in accordance with the Delivery Schedule, Scope of Supply as specified in
Schedule1, Technical Specifications, Applicable Law and the other terms and
conditions as specified in this Agreement. It is clarified that, even where not specifically
provided in this Agreement, if providing, furnishing or performing of any additional
supplies as required or necessary, in order for the Supplier to comply with the terms of
this Agreement as per Technical Specifications or Scope of Supply or performance by
the Supplier of its Warranty obligations hereunder, such additional items supplies shall
be deemed to form a part of the Scope of Supply.

4.2 WTG Type and Quantity

(i) The Supplier shall supply 93 nos. of Siemens Gamesa make WTG model SG 3.465 145
CS. The Supplier confirms that it shall Supply all the WTGs as per the Technical
Specifications attached at Schedule 2 of this Agreement.

(ii) Type Certification and RLMM Listing

a. The WTG model SG 3.465 145 CS to be Supplied under this Agreement must be type
certified from international accredited certification body (such as DNV-GL/UL) as per
IEC or DEWI-OCC type certification standards and are listed under the RLMM list
published by MNRE.

b. The Supplier confirms that the WTG model SG 3.465 145 CS with a final type
certification is listed in RLMM and the type certificate is attached as Annexure 2.
When further type certificates relevant to the Supplies are obtained, the Supplier
will list such type certificate in RLMM and provide the Purchaser with such type
certificate.

(iii) The WTG’s component supply must comply with the latest Type Test certificate /
statement of compliance obtained. The Supplier shall provide the Type Test certificate
with all annexures for the WTG (i.e.) Design Conformity, Manufacturing Conformity
and Type Test Conformity Statement and also provide the certified vendor list (as per
Type Test certificate / statement of compliance) for the WTG. The Supplier confirms that
it shall only dispatch / supply the WTG or the components of WTG which is in conformity
with the Type Test certificate / statement of compliance. In case of variation from the Type

Page 11 of 108
 Test certificate / statement of compliance for the following components i.e. Blade Bearing,
Pitch Cylinder, Main Bearing, Yaw Gearbox, Yaw Claw, Converter, Main Transformer
(collectively referred as “Other Components”), the Supplier shall provide to the
Purchaser the component certification from accredited third party. In case Supplier
supplies the WTGs without above conformity then the Purchaser shall have the right to
reject the WTG prior to installation of such WTGs or any component which is not in
conformity of Type Test certificate / statement of compliance for Blade, Gear Box,
Generator and Tower and/or Other Components for which the Supplier has not provided
certification from accredited third party to the Purchaser.

(iv) The Supplier confirms that one number of aviation light at nacelle and orange blade tip
painting shall be provided in all the WTG’s. Further, Purchaser may request for
additional one number aviation light at nacelle and three number aviation lights at the
tower and orange colour band on the towers. Supplier confirms that these additional
aviation light and orange colour band on tower can be provided at an additional cost
which shall be mutually discussed and agreed. The Supplier confirms to provide these
additional costs by 5th July 2021 and basis which Purchaser shall give its confirmation
by 20th July 2021.

4.3 Technical Specifications of the WTGs

The Supplier shall ensure that the WTG(s) under this Agreement shall comply with:

(i). the Technical Specifications forming part of this Agreement, as per Schedule 2;

(ii). the requirements stipulated under the Indian Grid Code for WTGs; and

(iii). Technical Specification of WTG, all the major components, check list, quality
assurance plan, manuals and relevant drawings etc. as per Schedule 2. The Parties
shall mutually agree for the drawings to be provided under this Agreement.

4.4 Without limiting the ambit of the foregoing and as per the scope sheet annexed in
Schedule 1(a), wherever this Agreement describes any portion of the Scope of Supply
in general terms, but not in specific terms, the Supplier agrees that such supplies shall
be deemed to include any incidental supplies, and incidental related obligations within
or as regards the WTG which may be reasonably inferred as required or necessary to
complete the Scope of Supply by the Supplier:

(i) To result in the operation of the whole and every part of the WTG as per Technical
Specifications and in reliable and safe manner, if operated as per Supplier’s
operation and maintenance manual; and

(ii) Necessary to be so provided in order to complete the Scope of Supply pursuant to

Technical Specifications under this Agreement, including specifically the
Warranty, Power Curve Warranty or for ensuring that the WTG is able to meet
the Technical Specifications, other performance warranties provided, if any,
under this Agreement and is Fit for the Purpose.

The Supplier acknowledges and agrees that this Agreement is in consideration for the
Total Supply Price and that Supplier’s obligation is to provide, furnish and perform the

Page 12 of 108
 Supplies in accordance with the Delivery Schedule.

4.5 Except as otherwise expressly provided in this Agreement, the Supplier agrees and
acknowledges that it shall perform all of its obligations and responsibilities under this
Agreement and carry out the Supplies at its own risk, cost and expense.

4.6 If and to the extent that the Supplier or the Purchaser identifies any items of WTG not
as per the Technical Specifications, the Supplier shall promptly supply and deliver such
item of WTG at the Storage Yard at its own risk, cost and expense.

4.7 The Supplier shall comply with all Applicable Laws and requirements of any
Government Authority for performing its obligations under this Agreement.

4.8 The Supplier agrees that it shall handover all the Supplies, upon delivery at the Storage
Yard, to the Purchaser, who will take complete handling and safeguarding of all such
Supplies including but not limited to receiving, unloading, inspection, storage, security
and documentation.

4.9 Spare Parts and Escrow Arrangement

(i) Spare Parts

The Supplier shall make available all spare parts, consumables, tools and tackles, and
other materials of WTG and which is required for optimal operation and maintenance
of the WTG of the Project. The Supplier shall submit the list of spares and consumables
to be maintained at the Project Site. The Supplier shall make available any
spares/components required for successful energization of the WTG with Grid Sub
Station. The Supplier agrees to make available sufficient spare parts, during the
Warranty Period, to ensure that all Defects and faults are rectified promptly. Further,
the Supplier also agrees to make available sufficient spare parts (including consumables
etc.) to the Purchaser during the Operational Life of the Project, on mutually agreed
terms and conditions between the Parties, including their delivery schedule, quantum
of spare parts, price and place of storage. The Supplier agrees that the spare parts to be
made available by the Supplier shall be as per Technical Specifications (along with
source of spares / components, as per Schedule 17) and shall enable the WTGs at all
times to be Fit for the Purpose.

(ii) Escrow Arrangement

The Supplier shall provide all relevant updated Technical Specifications, including but
not limited to the list as provided under Schedule 13, and a list of spare parts and spare
part suppliers and drawings required to operate and maintain the WTGs, in an escrow
("Escrow Documents") by executing an escrow agreement. The escrow agreement
shall be executed between the Parties and escrow agent on or before the six month after
Delivery of last WTG. The Purchaser will use the Escrow Documents only if:

(a) The Supplier permanently ceases to be in business in India; or

(b) The Supplier is unable to supply spare part(s); or

Page 13 of 108
 (c) Insolvency proceedings have been commenced against the Supplier and no third
party takes over the operational business of the Supplier by becoming legal
successor of the Supplier’s rights and obligations in India.

The Escrow Documents shall be used only for the purpose of operating and maintaining
the WTGs and for no other purpose. The detailed procedure, including the Purchaser's
Escrow Agent, relating to escrow shall be mutually agreed by the Parties during
finalization of the Escrow Agreement. Subject to the Clause 30, the list of Technical
Specifications and documents placed in the Escrow account is provided in Schedule 13
of this Agreement. The Supplier, upon mutual agreement, shall provide any other
document as suggested by the Purchaser's Escrow Agent, provided that Purchaser’s
Escrow Agent shall not be a wind turbine manufacturer. The entire cost to be incurred
for appointing the Escrow Agent and maintaining the Escrow account shall be borne by
the Purchaser. The Supplier may offer the name of the Escrow Agent for consideration
of the Purchaser.

(iii) This Clause 4.9 shall survive termination or completion of entire scope under this
Agreement.

(iv) The Purchaser’s right to access the confidential /any IPR documents through Escrow
Agreement as mentioned above to manufacture itself or procure alternate components or
spare parts in accordance with this Clause 4.9 shall not be considered as an infringement
of the Intellectual Property Rights.

4.10 General standards and professional performance:

4.10.1. The Supplier shall perform the Scope of Supply and otherwise fulfil all of its obligations
and responsibilities under this Agreement using: (i) due care and diligence of a supplier of
international reputation and standing having experience of similar projects such as the
Supplier, (ii) in a professional manner, and (iii) using sound engineering and design
principles, each in accordance with agreed Technical Specification and practice /
procedure such that the Supplies are in compliant with and is Fit for the Purpose as
described in this Agreement and in accordance with the Applicable Laws. The Supplier
shall provide the Technical Specification and practice / procedure to be complied with
during the execution of Scope of Supply for Purchaser’s review, observation and mutual
conclusion.

4.10.2. The Supplier shall provide all the relevant information and/or data requested or required
by the Purchaser and/or its consultant for the intended purpose of due diligence for the
WTG model offered under the Project. The Parties shall discuss mutually on all the
observations raised by the consultant for the WTG model and the Supplier shall implement
all the agreed observations on the WTGs under the Project.

4.11 General provisions as regards Document and Drawings and other provision in
relation to the Scope of Supply.

4.11.1. The Supplier shall submit to the Purchaser the detailed documents/drawings as per
Schedule 2 and Schedule 14 for the WTG to be supplied under this Agreement.

4.11.2. The Supplier shall be responsible for any discrepancies, errors or omissions in the

Page 14 of 108
 documents and drawings submitted to the Purchaser. If errors, omissions, ambiguities,
inadequacies or other defects are found in any documents and drawings:

(i) then such documents and drawings shall be corrected and redone at the Supplier’s
cost;

(ii) then until the expiry of the Defect Warranty (if any part of the WTG is affected)
the defects shall be cured and re-cured till free of such defect at the cost and risk
of the Supplier;

4.11.3. The Supplier shall not depart or deviate from its submitted documents/drawings, which is
agreed with the Purchaser unless the Purchaser consents in writing in advance of such
departure. Any such departures or deviations which are approved by the Purchaser shall
be considered as part of this Agreement. Any such consent or approval of the Purchaser
shall in no way relieve the Supplier of its obligations under the terms and conditions of
this Agreement or give rise to any liabilities or obligations for the Purchaser.

4.12. General provisions with regard to Scope of Supply:

4.12.1. The Supplier shall ensure that Scope of Supply performed or undertaken by it pursuant to
its obligation hereunder, and all systems, components and parts thereof shall comply with:

(a) The codes and standards specified in the Technical Specifications;

(b) The Scope of Supply as set out in Schedule 1;

(c) The requirements of all applicable Government Approvals;

(d) All Applicable Laws; and

(e) PPA and RfS Document to be shared by Purchaser as per Clause 13.1 (f).

4.13. Applicable Permits

4.13.1. The Supplier shall obtain and maintain as valid and effective all Government Approvals
(applicable to Supplier and Scope of Supply) required as per Applicable Laws to be
maintained in connection with Scope of Supply under this Agreement (“Supplier
Permits”). If requested by the Supplier, the Purchaser shall provide reasonable assistance
to the Supplier in obtaining and maintaining the aforementioned Supplier Permits. The
Supplier shall adhere to the terms and condition of such Supplier Permits at all times and
shall not by its actions or impermissible inactions be in breach of the terms and conditions
of such Supplier Permits. The Supplier shall forthwith provide a copy of all such permits
and licenses in relation to the Project to the Purchaser for its internal records.

The Supplier shall not be entitled to any adjustment to the Delivery Schedule or
Technical Specifications or the Supply Price or any other terms of this Agreement
relating to any delay or failure to obtain or maintain any Supplier Permits.

4.13.2. The Purchaser shall obtain and maintain Government Approvals required by the
Applicable Laws to be maintained in its name in connection with the activities of the

Page 15 of 108
 Purchaser under this Agreement or in connection with the Scope of Supply and
performance of Supplier’s obligations under this Agreement (Purchaser Permits/
Purchaser Approval). If requested by the Purchaser, the Supplier shall provide all
reasonable assistance to the Purchaser in obtaining and maintaining the aforementioned
Purchaser Permits. The Supplier shall also adhere to the terms and condition of the
Purchaser Permits/Purchaser Approval at all times and shall not by its actions or
impermissible inactions be in breach of the said terms and conditions of such Purchaser
Permits/ Purchaser Approval.

4.13.3. The Supplier shall be responsible for obtaining, if necessary, Government Approvals from
the Governmental Authorities for delivery and unloading of the WTGs from Supplier or
its subcontractor’s facilities to the Storage Yard. The Purchaser shall use its best endeavors
in a timely and expeditious manner to reasonably assist the Supplier in obtaining such
Government Approval, if requested by the Supplier. The Supplier shall be responsible for
any claim or damage to roads, bridges or any other traffic facilities that may be caused by
the transport of the WTGs upto the Storage yard. Any failure by the Supplier to obtain or
maintain the Government Approvals shall not excuse the Supplier from performance of
its obligations and responsibilities under this Agreement.

4.14. Suits and claims

Each Party shall give the other Party immediate written notice of any suit or action
threatened or filed, or show cause notice issued against it arising out of or in relation
to the performance of its obligations under this Agreement or agreements which the
respective Party may have entered into with third parties in relation to the Project. Each
Party shall promptly furnish to other Party copies of all papers received by it pertinent
to any such suit or action.

4.15. Quality Assurance

4.15.1 The Supplier shall provide a quality assurance plan covering Scope of Supply to the
Purchaser. The Purchaser shall have the right to review and give comments on the
Supplier's QAP, which comments must be taken into account by the Supplier while
implementing the Project as mutually agreed between the Parties and provided in the
Project Agreements.

4.15.2 The Supplier and the Purchaser shall mutually agree and institute a system for quality
assurance as regards the Scope of Supply (the “Quality Assurance Plan/ QAP”) based
on the Supplier’s QAP, which shall be followed by the Supplier in performing its Scope
of Supply.

4.15.3 The Purchaser shall also have the right to audit the implementation of such agreed QAP.
Compliance with the QAP shall not relieve the Supplier of its duties, obligations or
responsibilities under this Agreement.

4.15.4 The Supplier acknowledges that the Scope of Supply includes provisions relating to the
QAP, preparation of operation manuals and QAP procedures and other documentation

Page 16 of 108
 requirements.

4.16. Safety and safe working conditions

4.16.1 With regard to safety and safe working conditions in relation to the Scope of Supply, the
Supplier shall:

a) cause all persons or invitees entitled to enter or be on the Project Site on explicit or
implicit invitation of the Supplier or its Subcontractors, to comply with the HSE
Requirement;

b) not cause, in performance of the Scope of Supply, the creation of unnecessary

obstructions at the Project Site for any reason other than for the performance of Scope
of Supply and where such obstructions are created, the Supplier shall cause the
clearance of them as soon as practicable;

c) ensure that all Supplier’s equipment used by the Supplier in performance of the Scope
of Supply whether purchased, rented or otherwise procured by the Supplier or its
Subcontractors, are in a safe condition and capable of performing its intended
functions;

d) not cause, or permit a hazardous, unsafe, unhealthy or environmentally unsound

condition as per health, safety and environment policy set out in Schedule 12 or
activity in the performance of the Scope of Supply;

e) cause, enforce and support a drug and alcohol-free workplace policy with such
provisions as may be prescribed by the Purchaser;

f) as soon as reasonably practicable after the delivery of the WTG at the Storage Yard,
remove all Supplier’s Equipment brought by the Supplier to the Storage Yard and any
other debris relating to the Scope of Supply, so as to leave the Project Site in a clean
condition.

4.16.2 If the Supplier becomes aware of the existence of any condition or a violation of any safety
and health standards or Applicable Laws which are applicable to the Scope of Supply
undertaken by the Supplier, the Supplier must immediately notify the Purchaser and assist
the Purchaser in whatever steps are necessary to eliminate, terminate, abate or rectify the
condition or violation. If the condition or violation is caused by the Supplier’s or
Subcontractors’ personnel, the Supplier must immediately take whatever steps are
necessary to eliminate, terminate, abate or rectify the condition or violation.

4.16.3 While performing the Scope of Supply at the Project Site, the Supplier shall with regard
to the Project take all measures to maintain the health and safety of persons and to prevent
injury to persons or damage to any property on or within the Project Site as a result of the
Supplier performing the Scope of Supply.

4.16.4 The Supplier shall throughout the execution of the Scope of Supply:

Page 17 of 108
 (a) take full responsibility for the adequacy, stability, safety and security of the
Supplier’s equipment, methods of transportation and operation during the
transportation of the WTG to the Project Site; and

(b) have full regard for the safety of all persons, including Subcontractors at the
Project Site, comply with all relevant safety regulations, including provision of
personal protective equipment, and insofar as the Supplier is in occupation or
otherwise is using areas of the Project Site, keep the Project Site in an orderly
state appropriate for the avoidance of injury or accident to all persons on the
Project Site.

4.16.5 Suspension due to Safety Violation:

The Purchaser, by giving a prior written notice of 7 (seven) days, may in its sole
discretion, instruct to the Supplier to suspend the performance of any of the specific
activity or specific activity of person/s to the extent detailed in the written notice, due
to continuous breach of safety norms at the Project by the personnel of the Supplier
and/or any subcontractor appointed by the Supplier.

Upon receipt of any such notice, in relation to its Scope of Supply the Supplier shall,
unless instructed otherwise:

a. suspends such supply activities;

b. takes immediate steps to protect and secure WTG such that no damage is caused
to WTG; and

c. in the event the Supplier is in the middle of any Scope of Supply which if
stopped mid-way would cause loss and harm to the Project, then it shall inform
the Purchaser of the nature of such Scope of Supply and take written approval
for continuing with such Scope of Supply till the stage where it can be secured.

4.17. Supplier’s Equipment

4.17.1 The Supplier agrees that it shall complete, pack and mark, forward to the Storage Yard,
receive at Storage Yard all materials, equipment and items for the purposes of performing,
furnishing and providing the Scope of Supply (collectively, the “Supplier’s
Equipment”), which Supplier’s Equipment may be repacked and/or removed from the
Storage Yard, at the Supplier’s cost, at any time, if the Supplier so wishes in accordance
with the terms and conditions contained in this Agreement.

4.17.2 The Supplier shall cause all Supplier’s Equipment to be in sound operating condition, safe
and Fit for the Purpose and use to avoid delays in the Scope of Supply.

4.17.3 When necessary and if applicable, the Supplier shall obtain at its own expense all
necessary import licenses/ custom clearances for Supplier’s Equipment.

4.17.4 The Supplier shall maintain the Scope of Supply and the Supplier’s Equipment in
accordance with Quality, Health, Safety and Environment Plan until the completion of its
Scope of Supply under this Agreement, if required, Applicable Laws and in accordance

Page 18 of 108
 with the requirements of this Agreement;

4.17.5 The Purchaser may make good faith observations on the conformity of Supplier’s
Equipment with the Quality, Health, Safety and Environment Plan and highlight such
observations to the Supplier. Any such inspection or observation by the Purchaser shall in
no way relieve the Supplier of its obligations under this Agreement.

4.18. Labour at Supplier’s Factory

4.18.1 The Supplier shall be responsible for all labour/personnel related compliances in relation
to manufacturing of the WTGs, at its own cost and risk.

4.18.2 The Supplier shall be responsible for supervision and coordination of all activities
necessary for the manufacturing of the WTGs. The Supplier shall provide and employ
technical personnel who are skilled and experienced in their respective callings as
supervisory staff and are competent to adequately supervise the manufacturing of the
WTG.

4.18.3 The Supplier shall at all times, comply with all Applicable Laws relating to employment
and labour in connection with manufacturing of the WTG. The Supplier and its
Subcontractors shall, to the exclusion of the Purchaser, be liable for payment of all social
benefits and labour welfare dues, taxes and duties, whether required under Applicable
Laws or under the Agreement, in relation to its employees and personnel engaged in
relation to the manufacturing of the WTG.

4.19. Compliance with Labour Laws

4.19.2 The Supplier represents that it has not and undertakes that it shall not enter into any
contract, agreement or arrangement with any personnel/third party that would bind the
Purchaser or create any liability or obligation upon the Purchaser.

4.19.3 The Supplier agrees and acknowledges that the Supplier or any of its staff, employees,
agents or Sub-contractors shall not be deemed to be employed by the Purchaser. The
Supplier further accepts and declares that none of the employees engaged by it or its
Subcontractor to execute the Scope of Supply shall be eligible to any benefits, allowances
and perquisites given by the Purchaser to its employees.

4.19.4 The Supplier agrees and acknowledges that it shall be solely responsible for complying
with all/any Applicable Laws and guidelines relating to employment and labour with
respect to its engaged employees/labour, including but not limited to legislations
pertaining to conditions of work of employees, benefits, social security, etc. in relation to
this Agreement. The Supplier shall be liable for payment of all social benefits and labour
welfare dues, taxes and duties, whether required under Applicable Laws or in contract in
relation to its employees, personnel and Subcontractor engaged in relation to the
manufacturing of WTG.

4.19.5 The Supplier shall forthwith submit to the Purchaser requisite proof of compliance with
the provisions of the Applicable Laws with regard to labour, including but not limited to
the Contract Labour (Regulation and Abolition) Act, 1970, Payment of Wages Act, 1936,
the Minimum Wages Act, 1948, the Employees’ Provident Fund and Miscellaneous
Provisions Act, 1952 and the Employees’ State Insurance Act, 1948, other compliance, as

Page 19 of 108
 applicable, in relation to this Agreement, on a monthly basis or such other timelines, as
per Applicable Law. For the convenience of the Supplier, an indicative compliance
checklist has been specified in Schedule 15 and shall be further updated based on the
change in the law from time to time.

4.19.6 Notwithstanding submission/non-submission of the relevant documents (on a monthly

basis or otherwise, as agreed in sub-Clause 4.19.5. above), the Supplier shall continue to
be liable for ensuring all labour law compliances in accordance with the Applicable Laws.
It is further clarified that in the event of any notice of failure or notice to evidence
compliance is received by the Purchaser, the Supplier shall promptly, and in any case
within the timelines mentioned under such notice, submit to the Purchaser the relevant
document in evidence of compliance against such notice. In the event of failure of the
Supplier to comply with any labour related laws and a notice of evidence of
compliance/show cause notice/notice of applicable penalty is received by the Purchaser,
the Supplier shall indemnify the Purchaser against all such Claims and Losses on actual
subject to limitation of liability provided under this Agreement.

4.20. Documents for Financing Parties / Lenders:

4.20.1 The Supplier acknowledges that the times and method of payment provided for in this
Agreement have been fixed in contemplation that funds for the Project shall be made
available through funding arrangements made with Financing Parties which in turn may
require other banking arrangements to be made between the Purchaser and Financing
Parties. The Supplier shall assist the Purchaser or parties designated by the Purchaser in
the preparation of any studies or analyses as reasonably required by the Purchaser. The
Supplier agrees to supply such documentation and information as the Purchaser may
reasonably request to carry out such studies or analysis, on best effort basis. In case of any
additional studies or analysis is to be carried out to meet the requirement of the Financing
Parties, the Supplier shall provide the details of any extra cost for the above additional
studies or analysis and for which both the Parties shall mutually / jointly decide for the
same.

4.20.2 The Supplier will cooperate with representatives of the Purchaser or other parties
designated by the Purchaser for such Project Funding. The Supplier shall facilitate to
prepare and provide such documents reasonably requested by the Purchaser as may be
reasonably required by the Financing Parties / Lenders.

4.20.3 The Parties agree to incorporate such reasonable changes to this Agreement as may be
required by the Financing Parties or otherwise, without materially altering the commercial
position (Delivery Schedule, Supply Price of WTG, payment terms etc.) agreed under this
Agreement.

4.21. Supplier’s Acceptance

4.21.1. The Supplier acknowledges that it has entered into this Agreement for the consideration
set forth herein upon and after due and careful inquiry of the Scope of Supply under this
Agreement. The Supplier further acknowledges that before signing this Agreement, it has
satisfied itself and shall be deemed to have satisfied itself, in respect of all pertinent matters
related to its Scope of Supply which may bear upon or be relevant for the performance by

Page 20 of 108
 the Supplier of its obligations hereunder, including but not limited to:

(i) The nature and magnitude of Supplies;

(ii) Applicable Laws as on the Effective Date. However, this shall not affect the
responsibility of the Supplier to comply with all Applicable Laws in
performance of the Agreement;

(iii) The calculation, sufficiency, adequacy of the Supply Price and terms relating
thereto;

(iv) Compliance with the warranties provided under this Agreement;

(v) Quality, quantity and availability of the WTG logistics surveys, work
environment condition and experienced personnel required for the provision and
performance of the Supplies;

(vi) The Delivery Schedule and that the Supplier shall be proceeding under the
Agreement with all due diligence to achieve completion of Supply in accordance
with the Delivery Schedule and other terms of this Agreement; and

(vii) Availability of relevant infrastructure for the Supplier’s Personnel.

4.21.2. The Supplier acknowledges that all appropriate allowances for the matters and conditions
referred to in the Clause 4.21.1 and those pertaining to the performance of the Supplies
under this Agreement generally have been taken into account in calculating the Supply
Price, determining the Delivery Schedule and the other terms and conditions contained
herein.

4.21.3. The Supplier’s failure to acquaint itself and consider any applicable condition, situation,
requirement or other matter as referred to in the Clause 4.21.1 for performance of the
Supplies or other obligations under this Agreement generally, shall neither relieve the
Supplier from the responsibility for successfully performing its obligations hereunder, nor
entitle the Supplier to any variation on Scope of Supply, adjustment of Supply Price or
Delivery Schedule for reasons of such failure.

4.21.4. The Supplier shall perform the Supplies and otherwise fulfil its obligations and
responsibilities under this Agreement (i) using due care and diligence of a Supplier of
good reputation and standing, (ii) in a professional manner, (iii) using sound engineering
and design principles and procedures such that the Supplies comply with the Delivery
Schedule, the Technical Specifications and are Fit for the Purpose and Applicable Laws.

4.22 Wind Data

Supplier shall provide the untampered wind and site data to Purchaser upon receipt of first
advance payment by the Supplier as per Clause (i) of Schedule 4. For the purpose of this
Clause wind and site data will include raw wind data with pin/sit file of logger, mast detail
including maintenance records, mast calibration report including sensor calibration
certificate, located at

Page 21 of 108
 SL. NO. MAST NAME UTM COORDINATES
1 Naregal 43 P 592303 1721439
2 Alur 43 P 588421 1697980
3 Jantli Shirur 43 P 581361 1698181

4.23 Site Suitability Assessment

As of this date, the preliminary suitability study of the wind turbine as per the proposed
locations provided in Schedule 16 shall be completed and the report shall be shared with
Purchaser within 10 days of signing of this Agreement.

In case of any change in the location coordinates during the execution of the Project the
Purchaser shall intimate such changes to the Supplier prior to excavation of WTG location
for review and confirmation by the Supplier, if such change is less than a distance of 3D
to the nearest WTG Location coordinate. If the Supplier confirms that change in such
WTG coordinates leads to any strengthening of components and other reinforcement
requirements etc., then Purchaser may either (i) opt to discard such location and propose
an alternate location or (ii) Parties shall mutually discuss and agree for the suitable
adjustment in Supply Price, Delivery Schedule etc., if any, related to strengthening of the
WTG components etc. The adjustment in Supply Price, Delivery Schedule etc., (as
applicable) due to the strengthening of the WTG components etc. shall be to Purchaser
account and shall be executed through suitable variation order or amendment to the Supply
Agreement. The revised Site Assessment Report shall be provided by the Supplier based
on the final as-built layout within 30 days of casting of foundation of all the WTG’s under
the Project.

5. SUPPLY PRICE

5.1. The Purchaser hereby agrees to pay to the Supplier, in full and final consideration of
performance by the Supplier of its obligations and responsibilities under this Agreement,
including for the Scope of Supply and Warranty obligations, a fixed amount of INR
17,78,28,141/- (Indian Rupees Seventeen Crore Seventy Eight Lakh Twenty Eight
Thousand One Hundred and Forty One Only) per WTG (“Supply Price”) and
aggregating to a total of INR 1653,80,17,113/- (Indian Rupees One Thousand Six
Hundred Fifty Three Crore Eighty Lakh Seventeen Thousand One Hundred and
Thirteen Only) for 93 (Ninety Three) WTGs (referred as “Total Supply Price”), in
such manner as specified in Schedule 4.

The Supply Price and Total Supply Price as provided above shall be subject to change in
accordance with mechanism detailed out in Schedule 18. This change in Supply Price and
Total Supply Price shall be done on the basis of Supplier issuing the debit note/credit note
for the adjustment to the Supply Price and Total Supply Price on the basis of each of
ordering event as detailed in Schedule 18.

Further, based on the outcome of all the debit note/credit note issued as above, it is agreed
between the Parties to execute a change order/amendment to this Supply Agreements upon
ordering of last set of tower steel as per Schedule 18 to revise the Supply Price and Total
Supply Price accordingly.

Page 22 of 108
 5.2. The above price of WTGs is inclusive of supply, packing, insurance, loading,
transportation and delivery of the WTG at Storage Yard. The above Supply Price is
inclusive of all Taxes as on the Effective Date.

5.3. Any statutory variations in applicable Taxes after the Effective Date, any new or
additional Taxes imposed or introduced after the Effective Date shall be to the
Purchaser’s account, subject to the Supplier submitting adequate supporting
documentation to evidence such statutory change. It is further agreed between the
Parties that any change in the Input Tax or Excluded Tax shall be to the Supplier’s
account.

5.4. The basis of the Supply Price detailed in Schedule 4 shall be final and binding on the
Supplier and the Purchaser shall not be responsible for any liability on the Supplier in
respect of this Agreement on account of any change in the set price basis except
specifically provided under this Agreement.

5.5. The Supplier shall be liable for payment of applicable Taxes, Input Tax, Excluded Tax,
and other similar expenses directly associated with Scope of Supply, its obligations and
other remedies under the Warranty provisions to rectify, remedy, correct, repair and/or
replace any Defect in accordance with Clause 16 of this Agreement.

5.6. The Supplier will provide proper Tax invoices to the Purchaser which will comprise of
all prescribed details under the respective Applicable Laws/GST regulations.

5.7. The Parties agrees and acknowledges that all payment under this Agreement, including
the liquidated damages and penalties, if any payable, hereunder by either Party, are
subject to deduction of applicable Taxes as per the Applicable Law and appropriate
certificate to that effect shall be issued within timeline as prescribed under the
Applicable Law.

6. DOCUMENTS FOR TRANSPORTATION

6.1. The Purchaser shall furnish GST certificates after incorporating the Delivery Site and/or
Storage Yard and such other details 45 days prior to schedule delivery of first Supply
component.

6.2. Supplier shall also furnish its GSTN number to the Purchaser prior to start of the
dispatch.

6.3. If requested by the Supplier, the Purchaser shall assist Supplier in incorporating the
project site location as additional place of business under its GST registration.

7. OTHER OBLIGATIONS OF THE SUPPLIER

7.1. Compliance with Applicable Laws

The Supplier shall itself and ensure that its Subcontractors and all personnel deputed
by the Supplier and/or its Subcontractors abide by all Applicable Laws (including the

Page 23 of 108
 labour laws and terms and conditions of any Government Approvals), which must be
complied with by the Supplier when performing the Supplies.

i) In the fulfilment of its obligations pursuant to this Agreement, the Supplier shall take
all reasonable care that the Scope of Supply is performed with a view to causing
minimum possible adverse impact on the environment;

ii) Without prejudice to the foregoing, the Supplier shall be liable for all environmental
liabilities arising out of the Scope of Supply, on account of any default, negligence,
act, omission or strict liability of the Supplier, including any noise, air or water
pollution.

iii) Supplier shall be responsible and liable for any hazardous materials brought to the
project site by itself or its Personnel/sub-contractors/vendors/representatives and
further shall indemnify the Purchaser and hold harmless in case of any claims/losses
arising out of or in connection therewith..

iv) The Supplier shall confirm its compliance and its sub-contractor’s deployed at
Project Site compliance with Provident Funds, ESI, minimum wages and other
compliances, as may be applicable.

v) The Supplier shall provide documentary evidence to the Purchaser to establish its
compliance and compliance by its sub-contractors (deployed at the Project Site) with
Applicable Laws, including challans, receipts, relevant documents relating to
Provident Funds, ESI, minimum wages and other compliance, on a monthly basis or
such other timelines, as per Applicable Law.

vi) For the convenience of the Supplier, an indicative compliance checklist of

compliance has been specified in Schedule 15 and will be further updated based on
the change in the law from time to time.

vii) Notwithstanding submission/non-submission of the relevant documents (on a

monthly basis or otherwise, as agreed), the Supplier shall continue to be liable for
ensuring all labour law compliances, in accordance with the Applicable Laws. It is
further clarified that in the event of any notice of failure or notice to evidence
compliance is received by the Purchaser, the Supplier shall promptly, and in any case
within the timelines mentioned under such notice, submit to the Purchaser the
relevant document in evidence of compliance against such notice. In the event of
failure of the Supplier to comply with any labour related laws and a notice of
evidence of compliance / show cause notice / notice of applicable penalty is received
by the Purchaser, the Supplier shall indemnify the Purchaser as per the provision
under this Agreement against all such Claims and Losses on actual subject to
Limitation of Liability provided under this Agreement.

7.2. Fiscal Information:

i. Accounting Records: The Supplier shall maintain fiscal records; books and accounts
pertaining to the Agreement in accordance with Generally Accepted Accounting
Principles (GAAP) or such other accounting principles as may be in force from time to
time, consistently applied in India.

Page 24 of 108
 ii. Requests for Information: If required in connection with the imposition of any Tax or
other charge or assessment, or in connection with the Purchaser’s preparation of its
income, property or other Tax filings, or application for exemption from Tax, or in
connection with accounting treatment for assets, the Supplier shall make available such
fiscal and accounting information pertaining to this Agreement as the Purchaser shall
reasonably request from the Supplier.

7.3. Progress Reports:

The Supplier shall provide progress reports for the Supply to the Purchaser on a weekly
basis (the “Weekly Progress Report”) describing comprehensively and in adequate
detail the status of delivery of Supplies as required to complete the Supplier’s
obligations under this Agreement and which shall be in a form reasonably satisfactory
to the Purchaser in all respects.

The Weekly Progress Report shall be in the form as mutually agreed and acceptable to
the Purchaser and shall otherwise indicate (a) activity wise completion against planned
Schedule and (b) activities behind Schedule, their likely impact on the Delivery
Schedule and proposed corrective measures implemented by the Supplier.

7.4. Progress Review Meetings:

Parties agree that there will be one-time review on the Project progress which shall be
conducted by 15th December 2021 or any other mutually agreed date, wherein Parties
shall mutually discuss and agree for the revision of the timelines mentioned under the
Delivery Schedule.

The Parties shall schedule regular meetings (the “Progress Meetings”) to review the
status of the Supplies, on a monthly basis or such other time intervals as the Purchaser
may deem fit until completion of the Scope of Supply.

The location for such Progress Meetings shall be either at the Project Site or Gurgaon,
Haryana. The Supplier shall designate its Representative and other senior personnel as
are necessary for such Progress Meetings and the Total Supply Price includes all costs
for the Supplier's participation and attendance at the Progress Meetings.

7.5. Subcontracting

7.5.1 Except as otherwise provided in this Clause, as a general principle, the Supplier shall
not subcontract the whole or substantial part of the Supplies.

7.5.2 As regards any agreement for subcontracting any of the part of the Supplies (such
agreement, a “Subcontract”, and such contractor, “Subcontractor”) the Supplier shall
provide a list of all Subcontractor(s) (including sub-contractors of WTG components,
if any) (“Approved Subcontractor List”) in accordance with Schedule 17, any
subsequent change of sub-contractor of the Supplier shall be with prior approval from
the Purchaser, provided that change in Subcontractor will not affect design as per the
Type Certification of the WTG and the Technical Specification forming part of this
Agreement. The Supplier shall be free to choose its contractors/subcontractors and

Page 25 of 108
 vendors as provided in the approved list of vendors (Schedule 17) and in case of any
new vendor or contractors is to be introduced the same shall be with prior approval of
the Purchaser which the Purchaser shall not unreasonably withhold.

7.5.3 Neither the Supplier nor the Subcontractors, shall take any action which has the effect
of release, voiding, impairing or waiving any warranties as agreed between the parties
on the WTG under this Agreement.

7.5.4 The Supplier shall provide to the Purchaser such reasonable information concerning the
Subcontractors as the Purchaser may from time to time request and that can be
reasonably procured by the Supplier. Neither Party shall be deemed by virtue of the
Agreement to have any contractual obligation to or relationship with any Subcontractor
of the other Party.

7.5.5 All Subcontractors shall be appropriately licensed under Applicable Law to perform the
subcontracted portion of the Supplies.

7.5.6 Nothing in this Agreement generally or in this Clause 7.5 specifically shall be construed
as relieving the Supplier of any of its obligations under this Agreement for which it
shall continue to remain completely and fully liable as if no Subcontractors were
involved or as affecting the Purchaser’s rights vis-à-vis the Supplier.

7.6. Suppliers responsibility for Sub-contractors

7.6.1 The Supplier shall ensure that all Sub-contractors perform their Scope of Supply in a
manner so as not to cause non-conformity with applicable provisions of this Agreement
and notwithstanding any approval by the Purchaser of any Subcontractor, and
notwithstanding that any Subcontractor is an approved Subcontractor, the Supplier shall
be responsible for and warrants the supply by all Subcontractors as if performed by the
Supplier.

7.6.2 Any such approval by the Purchaser shall not relieve the Supplier of any of its duties,
responsibilities, obligations, warranties or liabilities under this Agreement.

7.6.3 The Supplier shall be responsible for the acts or defaults of any of its Subcontractor or
such Subcontractor’s personnel, as if they were the acts or defaults of the Supplier and
the Supplier’s personnel, notwithstanding any approval or prior consent from, or notice
to the Purchaser.

7.6.4 The Supplier shall ensure that its subcontractors take adequate insurance policies for
their personnel and vehicles and for work executed by them.

7.6.5 The Supplier shall ensure for the compliance of provision of Clause 12 (Anti-Bribery
Laws) by the Subcontractor during the execution of this Agreement and shall be liable
for any non-compliance by them.

8. TERMS OF PAYMENT

8.1 The Purchaser shall pay the Supply Price to the Supplier in accordance with Schedule 4.
The Supplier shall raise invoices/proforma invoices for each payment terms specifying the
amounts due and payable by the Purchaser.

Page 26 of 108
8.2 The Parties agree that Purchaser shall pay all amounts due and to be paid under this
Agreement within 15 (fifteen) Business Days from the date of receipt of invoice (along
with all relevant documents stipulated in Schedule 4 against the relevant milestone
payment to which the invoice relates) ("Due Date"). In the event that Purchaser defaults
in the payment of any undisputed portion of the Supply Price beyond Due Date, the
Purchaser shall pay default simple interest at the rate of 13% per annum on such amount
calculated from 16th Business Day and up to the actual receipt by the Supplier of the said
amount ("Default Interest"), subject to cap of 6% of the Total Supply Price (“Default
Interest Cap”). In case the Default Interest Cap gets hit, the consequences of
termination due to Purchaser default shall be applicable.

8.3 In case any Claim is raised by the Purchaser in respect of Scope of Supply under this
Agreement, the Supplier shall be obligated to revert on such with its suggestion /
submission for further discussion, within 15 (fifteen) days of the Claim made by the
Purchaser. Based on mutual agreement on such Claim, the Supplier shall be obligated
to settle the claim within 15 (fifteen) days of mutual agreement. The Purchaser shall
have the right to set-off or withhold such undisputed claim from any undisputed
amounts that may be due and payable by the Purchaser to the Supplier and shall inform
the amount being set-off or withhold by the Purchaser to the Supplier, in case the said
claim amount is not settled by the Supplier as per mutual agreement.

8.4 The Supplier shall issue tax invoices for Scope of Supply progressively, as per
Applicable Law/GST regulation at the address as notified by the Purchaser. The
Purchaser shall notify the detailed billing address prior to issuance of tax invoices by
the Supplier.

8.5 All payments to the Supplier under this Agreement shall be made through NEFT/ RTGS
to the following account of the Supplier and all charges associated with such payments
shall be to Purchaser’s account as per the agreed Payment Terms.

Bank Name CITI BANK

Address NO:163, ICG-GTS ANNA SALAI CHENNAI -600002
Account no 0017115006
IFSC Code CITI0000003
SWIFT CODE CITIINBX

8.6 All invoices raised by the Supplier shall be accompanied with the relevant supporting
documents listed in Schedule 4. Invoices raised that are not accompanied by relevant
documents shall not be considered as being raised and submitted to the Purchaser.

8.7 In the event Purchaser finds any discrepancy in any invoice raised or documents
submitted by the Supplier, the Purchaser shall be entitled to give a written notice of
such discrepancy and the reasons thereof, within 7 (seven) Business Days of receipt of
such invoice, along with other required documents as per terms of the payment under
this Agreement. Purchaser shall, in such an event, pay such part of the invoice value as
is not discrepant and withhold that part or line item of the invoice value which is
discrepant ("Discrepant Amount") till such time that the discrepancy is resolved
between the Parties. Notwithstanding the above, when the Supplier receives a notice in

Page 27 of 108
 relation to Discrepant Amounts, it shall not in any circumstances discontinue or delay
the performance of its obligations under this Agreement.

8.8 Upon receipt of a notice in relation to Discrepant Amounts from the Purchaser, if the
Purchaser's view on the Discrepant Amounts is accepted by the Supplier, the Supplier
shall provide a revised invoice to the Purchaser after excluding the Discrepant
Amounts. If the Supplier wishes to dispute the Purchaser's view on the Discrepant
Amounts, the Supplier shall provide documentary evidence to the Purchaser within 7
(seven) Business Days of receipt of Purchaser's notice in respect of Discrepant Amount.
If Supplier’s documentary evidence is satisfactory to the Purchaser, the Purchaser shall
accept the invoice value originally raised and shall pay to the Supplier such amount as
per stipulated timeline. If the payment is further delayed beyond 15 (fifteen) Business
Days from the date of such acceptance the Purchaser shall pay Default Interest as per
Clause 8.2 herein above.

8.9 In the event that the Parties are unable to resolve any issue in relation to any Discrepant
Amount, such dispute shall be resolved in accordance with the dispute resolution
provisions of this Agreement.

8.10 Unless and otherwise specifically provided, the Parties agree that, in the event any Party
defaults on any of the payments agreed under this Agreement, the defaulting Party shall
pay Default Interest on the due payments calculated from the Due Date up to the actual
date of realization by the other Party of the said payments.

8.11 Bank Guarantee

8.11.1 Advance Bank Guarantee

a. The Supplier shall furnish to the Purchaser, an irrevocable and unconditional

Bank guarantee, in a format mutually agreed between the Parties, ("Advance
Bank Guarantee/ABG") as security for the payment stated in Clause (i) and
Clause (ii) of Schedule 4, from a Scheduled commercial bank in India.

b. The Advance Bank Guarantee provided under this Agreement shall be from a
scheduled commercial bank in India and shall be valid till 1 (One) month
beyond SDD of Phase 3 under the Project (“Validity Period”) with a claim
period until 1 (one) year post Validity Period;

c. Upon request by Supplier, the Advance Bank Guarantee shall be released by the
Purchaser

i. 25% proportionately upon delivery of WTG Major Components at

Storage Yard and issuance of the Material Verification Certificate or
Deemed Material Verification Certificate in Lot of 3 WTG basis;
ii. 75% proportionately upon energization of WTG with DG by the
Purchaser, and submission of Performance Bank Guarantee as per
Clause 8.11.2 (a)

The Purchaser shall issue the ABG reduction letter/release letter along with
original ABG within 15 days of achievement of above.

Page 28 of 108
 d. The Purchaser shall have the option to draw upon the Advance Bank Guarantee
in the event the Supplier fails to refund any payments due to the Purchaser
within 15 (fifteen) Business Days of the first written demand from the
Purchaser.

e. Save as above, the value of the Advance Bank Guarantee shall remain for full
guaranteed amount till the expiry of the Validity Period and shall not be
released/reduced unless and until the Purchaser issues a written instruction to
the issuing bank authorizing such reduction/release of ABG.

8.11.2 Performance Bank Guarantee

a. The Supplier shall, as a pre-condition to the release of ABG as per Clause 8.11.1
(c) (ii), furnish to the Purchaser, an unconditional and irrevocable bank
guarantee(s) from a scheduled commercial bank (in a format approved by the
Purchaser), valid for Warranty Period, for a sum equivalent to INR
1,80,75,000/- (Indian Rupees One Crore Eighty Lakh Seventy Five
Thousand only) for each WTG amounting to INR 168,09,75,000/- (Indian
Rupees One Hundred Sixty Eight Crore Nine Lakh Seventy Five Thousand
Only) for the Project (each such bank guarantee is referred to as “Performance
Bank Guarantee” or “PBG”), as security for the performance of the Supplier’s
Warranty obligations under this Agreement. The Performance Bank Guarantee
shall be released/reduced by the Purchaser to the Supplier upon, successful
completion of the Power Curve Warranty Test and successful
completion/expiry of performance of the Defects Liability Period/Warranty
Period. Further, it is agreed between the Parties that the Performance Bank
Guarantee shall be reduced by a sum equivalent to INR 45,18,750/- (Indian
Rupees Forty Five Lakh Eighteen Thousand Seven Hundred and Fifty
only) for each WTG amounting to INR 42,02,43,750/- (Indian Rupees Forty
Two Crore Two Lakh Forty Three Thousand Seven Hundred Fifty only)
for the Project upon successful completion of either the Power Curve Warranty
Test or successful completion/expiry of performance of the Defects Liability
Period/Warranty Period. The remaining Performance Bank Guarantee shall be
reduced/released upon successful completion of both Power Curve Warranty
Test and successful completion/expiry of performance of the Defects Liability
Period/Warranty Period.

b. The Performance Bank Guarantees can be invoked by the Purchaser, if the

Supplier fails to pay any amounts due to the Purchaser within 15 (fifteen)
Business Days of first written demand from the Purchaser on account of
compensation payable for:

i) failure to achieve the performance during the Defects Liability

Period/Warranty Period as per the provision of this Agreement; or

ii) failure to achieve the Power Curve Warranty as per the provision of this
Agreement;

c. All securities/guarantees provided by the Supplier under this Agreement

Page 29 of 108
 (including the Performance Bank Guarantee(s) and the Advance Bank
Guarantees) shall be extended at least 30 days before the expiry of period of
validity thereof so that each of such securities/guarantees remain in full force
and effect throughout the required term as per provisions of this Agreement and
the Purchaser shall be entitled to make a demand under such
securities/guarantees, if the Supplier fails to extend the validity as aforesaid and
hold the proceeds as security for the Supplier’s outstanding obligations and
liabilities hereunder.

8.12 Letter of Credit:

a) Purchaser shall open standby LC from a nationalized or scheduled commercial bank

amounting to INR 159,75,31,410/- (Indian Rupees One Hundred Fifty Nine Crore
Seventy Five Lakh Thirty One Thousand Four Hundred and Ten only) (for 10
WTG), with the Supplier as beneficiary no later than 16th August 2021. The charges
for such standby LC, charged by LC opening Bank, usance and other charges payable
to standby LC Negotiating Bank shall be borne by the Purchaser including all
discounting charges for the discounting of the standby LC. The format / draft of standby
LC to be opened shall be mutually discussed between the Parties including the
documents which shall be in line with the payment milestones provided under Schedule
4 of this Agreement for payment claim under the standby LC. The standby LC shall be
valid till all payment obligation of Purchaser under this Agreement subsists.

b) Subject to Clause (e) below, in case of any delay in payment beyond the Due Date as
per the payment milestone the Supplier will draw down/discount the standby LC value
for the invoiced amount for the completed milestone. Purchaser shall be obligated to
return the original invoice along with the supporting documents within 5 Business Days
from its demand by the Supplier.

c) The Supplier confirms and agrees that Supplier shall not discount the standby LC
opened for the milestone payment by the Purchaser prior to the agreed Due Date.
Further, the Supplier agrees to provide applicable documents as per agreed payment
terms of Schedule 4 for discounting of standby LC.

d) In case of drawdown of any payment from the standby LC as per above, then the
Purchaser shall replenish the standby LC to the extent of money drawn within 15
(fifteen) Business Days from the date of drawdown under the standby LC.

e) The Purchaser shall be obligated to release the payment against the invoices raised by
the Supplier as per payment terms provided under Schedule 4, either directly or through
the LC, as the case may be to the bank account nominated for this purpose or informed
in writing, time to time, to the Purchaser by the Supplier. For the release of payment
against completion of ex-works milestone as per Clause (iii) of Schedule 4 and WTG
Major Component delivery milestone as per Clause (iv) of Schedule 4, the payments
shall not be released prior to the timelines provided under the Delivery Schedule.

f) Supplier shall submit the invoice along with the documents as per milestone payment
as per this Schedule 4 (Price and Payment Terms) of this Agreement, for processing.
The Purchaser shall process the payment to the Supplier directly or through discounting
of standby LC opened on or before the Due Date. Supplier shall be obligated to provide

Page 30 of 108
 documents required for drawdown of standby LC as per the payment terms directly or
through its Advising Bank, as notified by the Purchaser.

9 INSPECTION AND ACCEPTANCE OF DELIVERY

9.1. Delivery and Inspection

The Purchaser shall have the right to appoint its engineer ("Purchaser's Engineer") who
will have the right to inspect Major Components prior to dispatch and verify and accept
the completion of such Major Components. The Purchaser agrees that it shall follow the
safety rules and regulations set out for visitors at the manufacturing site/ factory of
Supplier.

9.2. Ex-Works Inspection of WTG

9.2.1 The Supplier shall provide the Purchaser a prior written notice at least 7 (seven) Business
Days for inspection of the Major Component, i.e. (nacelle (including drive train,
transformer), hub, blade and tower) at the facility, and the Purchaser and/or its
representative shall be entitled to inspect such Major Component. The Supplier shall
provide the Purchaser the quality certificates/test reports and other documents as set forth
in Schedule 14 carried out for all such Major Components to be supplied under this
Agreement. The inspection shall take place in the Supplier’s or its Sub-Contractor
premises during working hours from 10.00 am to 5.00 pm.

In the event that the Purchaser decides not to inspect such Major Components upon receipt
of such notice from the Supplier, the Purchaser may either:

(a) propose any other date for inspection of such Major Component as per mutual
agreement; or
(b) permit the Supplier to commence the Supply of such Major Component in
accordance with the terms of this Agreement, upon submission of the relevant
documents for the WTGs.

9.2.2 In the event that the Purchaser discovers any defect in the Major Components inspected,
the Purchaser shall notify the Supplier in writing, detailing the defect within 2 (two)
Business Days of such inspection. The Supplier shall promptly correct the defects detailed
in Purchaser’s notice by repairing or replacing the Major Component or provide a
justification with required documentary evidence, in case the Supplier has different view
on such defects notified by the Purchaser. The Supplier shall notify the Purchaser detailing
the corrective or remedial actions undertaken with respect thereto upon its completion.
The Purchaser may within 3 (three) Business Days of receipt of such notice, re-inspect
such Major Component and: (i) approve such Major Component for dispatch to the
Storage Yard and issue dispatch clearance certificate (“Dispatch Clearance
Certificate”); or (ii) in case of Purchaser finding that the defect earlier discovered by it
has not been repaired/replaced effectively, provide another notice to Supplier with respect
to the defect in such Major Component, in which case the Supplier shall again repair or
replace the same and which processes shall continue until such Major Component are free
from defect and approved by the Purchaser. In such case the Parties shall follow the
process as provided in this Clause for approval to start the dispatch of Major Component.
However, if the reasoning provided is not to the satisfaction of the Purchaser, the Dispute

Page 31 of 108
 shall be resolved as per the provision of Clause 33 of this Agreement.

9.2.3 If the Purchaser and/or the Purchaser's representatives fails to either:

a. endorse the Dispatch Clearance Certificate; or

b. issue a notice rejecting the Major Components;

upon expiry of 3 (three) Business Days from the date the Major Components are inspected
or fails to inspect as per Clause 9.2.1, the Purchaser shall be deemed to have accepted such
Major Components and Supplier shall issue the dispatch clearance certificate ("Deemed
Dispatch Clearance Certificate"). In such case, the Supplier shall submit the Deemed
Dispatch Clearance Certificate immediately to the Purchaser, along with all necessary
documents required in accordance with Dispatch Clearance Certificate.

9.2.4 The Supplier shall provide test reports/documents in respect of the Major Component as
per list of documents provided in Schedule 14 of this Agreement and such other
documents as may be reasonably requested by the Purchaser for inspection.

9.2.5 Purchaser shall have a right to visit the factory of the sub-contractor premises engaged by
Supplier in manufacturing of the anchor cage.

9.2.6 The Purchaser’s right to inspect, and where necessary, reject such Major Components,
prior to endorsement of Material Verification Certificate, at the Storage Yard and the same
shall in no way be limited or waived by reason of such Major Component having
previously been inspected and passed by the Purchaser or its representatives prior to the
shipment / dispatch of such Major Component from the Supplier’s facility.

9.3. Delivery of WTG at Storage Yard

9.3.1 Notice of Delivery

The Supplier must provide the Purchaser and/or the Purchaser's representatives with a
notice of 5 (five) Business Days prior to Scheduled delivery of any Major Component or
Minor Component, as the case may be, at the Storage Yard.

9.3.2 Acceptance of Delivery

I. Subject to providing the required written notice as advance intimation by the Supplier in
accordance with the provision of Clause 9.3.1 above, the Purchaser and/or the Purchaser's
representatives shall be present at the Storage Yard when the Supplier delivers each full
set of Major Components or Minor Components.

II. Without prejudice to the Purchaser's rights under this Agreement, upon delivery of Major
Components or Minor Components at Storage Yard, the Supplier or its representative shall
give a written intimation to the Purchaser and/or the Purchaser's representatives for
inspection and verification of such Major Components or Minor Components within 3
(three) Business Days from the date of delivery of the full set of such Major Components
or Minor Components at the Storage Yard, to verify delivery to the Storage Yard and
Purchaser shall either:

Page 32 of 108
 (i) endorse the delivery certificate issued by the Supplier ("Material Verification
Certificate") accepting delivery of each set of Major Components or Minor
Components that have been Supplied to the Storage Yard; or

(ii) reject the Major Components or Minor Components by notice to the Supplier,
including its reasons for such rejection.

III. If the Purchaser and/or the Purchaser's representatives fails to either:

a. endorse the Material Verification Certificate; or

b. issue a notice rejecting the Major Components or Minor Components;

upon expiry of 3 (three) Business Days from the date the Major Components or Minor
Components are delivered to the Storage Yard and written intimation is given by the
Supplier as per Clause 9.3.2 (II), the Purchaser shall be deemed to have accepted delivery
of Major Components or Minor Components and endorsed the Material Verification
Certificate ("Deemed Material Verification Certificate"), on the date of delivery of the
relevant WTG to the Storage Yard. In such case, the Supplier shall submit the Deemed
Material Verification Certificate immediately to the Purchaser, along with all necessary
documents required in accordance with Material Verification Certificate.

IV. In case of Supplier inability to achieve the Material Verification Completion beyond 40
days of the timeline provided under the Delivery Schedule due to reasons not
attributable to Supplier, the Supplier shall have a right to issue the Deemed Material
Verification Completion Certificate upon such date and Purchaser shall be obligated to
release the payment against this milestone upon submission of such Deemed Material
Verification Certificate. In such case Supplier shall not be relieved of its obligations to
complete the material verification as per terms of this Agreement once the issue is
resolved.

V. In the event that the Purchaser discovers any defect in the Major Components or Minor
Components inspected, the Purchaser shall notify the Supplier in writing, detailing the
defect. The Supplier shall promptly correct the defects detailed in Purchaser’s notice
by repairing or replacing the Major Component or Minor Component (without impacting
the Delivery Schedule) or provide a justification with required documentary evidence,
in case the Supplier has different view on such defects notified by the Purchaser. The
Supplier shall notify the Purchaser detailing the corrective or remedial actions
undertaken with respect thereto upon its completion. The Purchaser may within 3
(three) Business Days of receipt of such notice, re-inspect such Major Component or
Minor Component and: (i) endorse the Material Verification Certificate for such Major
Component or Minor Component; or (ii) in case of Purchaser finding that the defect
earlier discovered by it has not been repaired/replaced effectively, provide another
notice to Supplier with respect to the defect in such Major Component or Minor
Components, in which case the Supplier shall again repair or replace the same and
which processes shall continue until such Major Component or Minor Components are
free from defect and approved by the Purchaser. In such case the Parties shall follow
the process as provided in Clause 9.3 for endorsing the Material Verification
Certificate. However, if the reasoning provided is not to the satisfaction of the
Purchaser, the Dispute shall be resolved as per the provision of Clause 33 of this
Agreement.

Page 33 of 108
 VI. In the case of Minor Components being delivered in packed condition, same will be
unpacked at Storage Yard or during erection, the Purchaser and Supplier representative
shall be present to witness unpacking of such Minor Components and verification
against the packing list. Further, Parties shall sign the delivery certificate with regard
to such components (if unpacking is deferred) on the basis of packing list at the time of
delivery.

VII. In case any short supply or defect informed by the Purchaser during the verification of
Minor Components (in packed condition) during unpacking, the Supplier shall supply
such components at no additional cost to the Purchaser and as per mutually agreed
timelines.

VIII. Notwithstanding anything provided hereinabove, issuance of such Material

Verification Certificate by the Purchaser or Deemed Material Verification Certificate
shall not relieve the Supplier of its obligations to ensure that the WTG remains free of
Defects and successful completion of its obligation during the Warranty Period.

IX. In case there is delay on account of supplier, in such case Purchaser can withhold
endorsement of Material Verification Certificate. It is further agreed by the Supplier
that it shall not have the right to issue Deemed Material Verification Certificate for
claiming the payment as per agreed payment terms under Schedule 4.

9.4. Delivery of Storage Equipment at Storage Yard

a) Supplier shall provide the storage fixtures (including wooden mats as applicable) for
Major Components to the Purchaser on returnable basis, at Storage Yard, along with
delivery of such Major Components.

b) In regard to storage of tower sections at Storage Yard, Supplier shall provide the saddles
(wooden blocks) for 40 tower sets to the Purchaser on returnable basis, at Storage Yard,
15 days prior to delivery of first tower set or along with delivery of first 40 tower sets.

10 QUALITY, HEALTH SAFETY AND ENVIRONMENT PLAN

10.1 The Supplier must:

(a) in performing its obligations under this Agreement, comply with the Quality,
Health, Safety and Environmental Plan of the Supplier along with Quality, Health,
Safety and Environmental Plan of the Purchaser set forth in Schedule 12; and

(b) allow the Purchaser’s representative (or any persons appointed or approved by the
Purchaser) to inspect and check, if required, the Supplier’s compliance with the
Quality, Health, Safety and Environmental Plan at Supplier’s factory, provided that
the Purchaser provides the Supplier with at least 5 (five) business days prior notice
of the Purchaser’s intent to inspect and providing always that such inspections must
not materially impede, hinder or interrupt the Supplier’s operations or performance
of its obligations under this Agreement.

Page 34 of 108
 10.2 The Supplier agrees to comply with any recommendations to be made by the Purchaser
to the Quality, Health, Safety and Environmental Plan, on a best effort basis and to the
extent possible and reasonably practicable. Further, the Supplier shall comply with all
applicable health and safety regulations and environment laws of India, Quality, Health,
Safety and Environmental Plan of the Purchaser and the Supplier's health, safety and
environment standards, along with Purchaser's health, safety and environment
standards in relation to the Scope of Supply, as detailed out in Schedule 12 (collectively
referred as "HSE Requirements"). The Supplier shall provide to Purchaser its health,
safety and environment policies and plans setting out the manner in which it intends to
comply with HSE Requirements and Applicable Laws.

10.3 Under and in accordance with the agreed HSE policies and standards, the Purchaser
shall have the right to audit implementation of the Project in line with HSE
Requirements and the scope. In case of any safety violations, the Parties shall correct it
through conversation/safety walks/ by supporting them on need of adhering the
guidelines. If there is any repeat of the violation after first or subsequent (as the case
maybe) violation, then disciplinary action as per the guidelines may be taken by the
Purchaser and any other actions required for compliance with the HSE Requirements'
or otherwise for safety of the Supplies shall be agreed by the Parties during the safety
committee meeting. Purchaser representative shall be part of the safety committee. The
details of the manner in which the safety committee will be constituted and its meetings
will be held at the Project Site, during the implementation of the Project along with
detailed provision for HSE, EHS and QHSE compliance.

11 TIME SCHEDULE

11.1 The Supplier shall make all the necessary arrangements to complete the Supply in
accordance with timelines provided under the Delivery Schedule. The Supplier shall
endeavor to deliver the WTG at Storage Yard within the said time, subject to Purchaser
fulfilling all its relevant obligations under this Agreement.

11.2 The Supplier shall keep the Purchaser updated with respect to the production plan,
Supply and Delivery Schedule of the WTGs.

11.3 Unless otherwise expressly provided under this Agreement, the Supplier shall not be
entitled to an extension of time for performance of its obligations under this Agreement
and shall ensure the strict adherence and compliance of the Delivery Schedule.

11.4 If, at any time, actual progress of any milestone/activity under the Delivery Schedule is
behind the agreed timelines and the Purchaser believes that such backlog may have
material negative impact on timelines and permits, then the Purchaser may ask and the
Supplier shall be obligated to submit and work on an accelerated schedule of supply so
as to meet the timelines of the milestone as per agreed Delivery Schedule within agreed
timeline from the date of intimation by the Purchaser. In case, in spite of accelerated
schedule of supply, the Supplier is not able to meet the Delivery Schedule, the Parties
shall mutually discuss and decide the action plan and if required, appoint additional
resources or contractors to cover up the Supplies as per Delivery Schedule at the cost
of the Supplier.

Page 35 of 108
 11.5 Review of the Delivery Schedule

The Purchaser shall have the right for conducting periodic review(s) for the Scope of Supply
of the Supplier and its progress on various milestone agreed between the Parties as per the
Delivery Schedule.

12 ANTI-BRIBERY LAWS

12.1. The Supplier and its directors, officers, employees and agents shall at all times must
comply with all applicable anti-corruption laws and regulations including Indian
Prevention of Corruption Act, 1988 (“PCA”), United States Foreign Corrupt Practices
Act, 1977 (“FCPA”), and the United Kingdom Anti-Bribery Act, 2010 (“Anti-Bribery
Act”) in relation to performance of its obligations under this Agreement, which primarily
requires that:

12.2. In connection with any transaction related to this Agreement, the Supplier shall not, and
shall cause its representatives not to, pay, promise to pay or authorize the payment of any
money or anything of value (including, without limitation, any gifts or entertainment),
directly or indirectly, to any Governmental Authority or private individual for the purpose
of or where there is a likelihood of:

a. influencing any act or decision of any such Governmental Official or private

individual.

b. inducing such Governmental Officials or private individual to do or omit to do any

act in violation of his/her lawful duty, or

c. inducing such Governmental Officials or private individual to use his or her

influence.

12.3. The Supplier also confirms that all government interactions required for the Purchaser’s
business would be conducted directly by the Supplier (if applicable under this Agreement).
In the event that Supplier needs to retain any subcontractor for any government
interactions specifically for Purchaser’s business, then the Supplier shall ensure and
confirm that all such government interactions by subcontractors / representatives would
be conducted under the joint supervision of the Supplier and Purchaser and that such
government interactions would comply with Purchaser’s code of conduct and policies.

12.4. The Supplier shall keep a written record of all payments (including any gifts, meals,
entertainment or anything else of value) made on behalf of the Purchaser or out of funds
provided by the Purchaser. The Supplier shall furnish a copy of this record to the Purchaser
upon request.

12.5. Failure to comply in full with these obligations shall be grounds for immediate termination
of this Agreement or other arrangement between the Purchaser and the Supplier without
payment by, or other recourse against, the Purchaser, including with respect to any fees or
other sums already incurred in the course of the engagement or in connection with
performance of this Agreement.

Page 36 of 108
 12.6. The Parties also hereby represents and warrants that it:

a) has the capability to perform the specified tasks;

b) will comply in full with Purchaser’s Code of Conduct in connection with any
activities for, in the name or on behalf of the Purchaser. The Purchaser shall keep
the Supplier informed of all the changes to its Code of Conduct;

c) has implemented, sufficient internal systems and controls to ensure compliance

with Purchaser’s Code of Conduct or is implementing enhancements sufficient to
establish such systems and controls;

d) has a reputation for honesty, quality, and integrity in the business community;

e) does not have any business connections to any Government Official, which might
provide undue business advantage; and

f) has not been the subject of any litigation, government investigation or enforcement
action, or press accounts involving allegations of fraud, bribery or similar
misconduct.

12.7. Violation

The Supplier shall notify the Purchaser of any violation or any act or failure to act that
could be construed as a violation of requirements of Anti-bribery laws by the Supplier or
any of its representatives. The Purchaser may immediately terminate the Agreement,
without any further liability or obligation to the Purchaser in the event of any violation.
Parties shall also ensure that the obligations contained above are also complied by all its
agents, representatives or contractors that are engaged for the purpose of providing any
services under this Agreement.

12.8. The Supplier shall, until 5 (five) years from the expiration or termination of this
Agreement, keep and maintain accurate and systematic accounts and records in respect of
the services provided under this Agreement for the Project, in accordance with generally
accepted accounting principles of India and in such form and detail as will clearly identify
all relevant charges and costs, and the bases thereof; and in case of any requirements under
i) applicable anti-corruption laws and regulations, including without limitation, PCA,
FCPA, Anti-Bribery Act; and ii) any directive from a regulatory authority, then permit the
Purchaser or its designated representative, in case of requirements, to inspect the same and
make copies as well as to have them audited by auditors appointed by the Purchaser.

13 Purchaser’s Obligation

13.1. Purchaser shall, in accordance with the terms and conditions of this Agreement, be
responsible for the following;

a) Purchaser shall pay in accordance with Payment Terms to the Supplies made by the
Supplier in accordance with the terms of this Agreement.

Page 37 of 108
 b) The Purchaser shall open and replenish the Letter of Credit as per the terms of this
Agreement.

c) Purchaser shall provide the Delivery Site/Storage Yard and provide free and continued
access to the Storage Yard from the nearest point on the State Highway to enable
Supplier to complete its obligations, as per the Delivery Schedule. In case the Storage
Yard is full, Purchaser shall arrange for additional area in the vicinity for Supplier to
deliver the WTG’s as per Delivery Schedule.

d) Purchaser shall provide Supplier with access to WTG locations in the Project Site as
reasonably necessary to perform the Scope of Supplies.

e) The Purchaser shall be responsible for necessary Government Approvals and permits
as required to be obtained for the Project as per Applicable Laws at its cost, for its
scope of obligations.

f) Purchaser shall provide the PPA and RfS document to the Supplier. Supplier shall
review these documents for any adverse requirements within 30 days. Parties shall
mutually discuss and reasonably agree for addressing any adverse requirements.

g) Purchaser shall be responsible for unloading of the WTG at the Delivery Site/Storage
Yard. Purchaser shall be responsible for unloading of anchor cage at Storage Yard
from the vehicle within 24 hours from the time of receipt of vehicle with such materials
at Project Site on best effort basis. Further, it is agreed that there shall be no demurrage
charges on Purchaser for the 36 hours of receipt of vehicle with such materials at
Project Site. Purchaser shall be responsible for demurrage charges beyond 36 hours,
if levied by the transporter and upon submission of the proof of the payment made to
the transporter by Supplier.

h) Purchaser shall be responsible for unloading of WTG components (except anchor

cage) at Storage Yard from the vehicle within 48 hours from the time of receipt of
vehicle with such materials at Project Site on best effort basis. Further, it is agreed that
there shall be no demurrage charges on Purchaser for the 60 hours of receipt of vehicle
with such materials at Project Site. Purchaser shall be responsible for demurrage
charges beyond 60 hours, if levied by the transporter and upon submission of the proof
of the payment made to the transporter by Supplier.

14 PURCHASER CAUSED DELAY

If the Supplier performance under this Agreement is delayed or disrupted for any of
the Purchaser Obligations (a “Purchaser Caused Delay”), then (i) the Supplier shall
have the right to equitably adjust the Delivery Schedule by adding the reasonable
additional days, if required, necessary to recover any delay caused by such Purchaser
Caused Delay (ii) the Supplier shall be entitled to claim for all reasonable additional
costs, incurred by the Supplier, in connection with this Agreement. The extension of
time and increase in cost shall be mutually discussed and agreed between the Parties.

Page 38 of 108
15 INSURANCE

15.1 The Supplier shall, at its own cost, obtain and maintain (in relation to its Scope of
Supply), the transit/marine insurance policies as per good industry practices and
Applicable Laws. The Supplier shall ensure that such polices remain in full force and
effect until and up to completion of delivery and unloading of WTGs at the Storage
Yard. Such insurance policies must have provision for assignment to the Financing
Parties and the Financing Parties shall be named as additional insured and loss payee in
these policies and there shall be waiver of subrogation against the Purchaser/ additional
insured. Any short settlement of insurance claim under insurance policy obtained by
the Supplier on account of inadequate insured sum or otherwise under insurance policy
shall be on Supplier’s account.

15.2 The insurance policy required to be effected under this Clause shall be:

Marine/Transit Insurance Policy

The Supplier must obtain and keep in force a comprehensive transit insurance covering
all items related to the equipment supplied for the Project for their full replacement
value. The sum insured under this policy should adequately cover transit risk, including
duties, applicable taxes, freight cost. The Supplier shall take the insurance of the WTG
for its reposition value. Such insurance shall be affected from the time the relevant
Supplies leave the premises, including godown of the Supplier, and shall continue until
supply of all WTGs components and other components upto delivery and unloading at
Storage Yard. In case higher amount of insurance cover is required under the Transit /
Marine Insurance on the basis of Purchaser’s lenders’ requirement, subject to the cap
of Price, the same shall be procured by the Supplier at its own cost. The Supplier shall
provide the copies of marine/transit insurance policies on or before delivery of WTGs
for the Project.

15.3 In case any additional insurance cover (over and above the Price) is required to be taken
at the request of the Purchaser the cost of same will be to the Purchaser’s account.

15.4 The Supplier agrees to make suitable endorsement of such Insurance Policies in the
name of the Purchaser or its lenders/ Financing Parties as per request from the
Purchaser.

15.5 Further, each Party shall be liable to procure and maintain all insurance policies as may
be required for this Project.

15.6 The Supplier shall also be responsible to procure and maintain insurance policies in
favour of its personnel, vehicles and other obligations with respect to this Agreement.

15.7 The Supplier shall ensure that, where applicable, its Subcontractors take out and
maintain in effect adequate insurance policies for their personnel and vehicles and for
the Scope of Supply unless such Subcontractors are covered by the policies taken out
by the Supplier.

15.8 The Parties agree that the third party liability insurance should be obtained by the
respective Parties to the extent it is required.

Page 39 of 108
 15.9 The claim management with respect to the aforesaid insurance policies shall be the sole
right and obligation of the Supplier. In the event of occurrence of an insured event, the
Supplier shall have an initial right to submit a claim under the insurance policy and,
subject to repairs/replacement of the damage caused by the insured event, receive all
the proceeds thereof. The Purchaser, upon the request of Supplier, shall provide to the
Supplier and secure from lenders no objection for receiving such proceeds directly by
the Supplier at the earliest. In the event of the Purchaser’s failure to do so and such
insurance proceed is received by the lender/ Purchaser, the same shall be paid to the
Supplier, on actual.

15.10 Notwithstanding anything contained hereinabove, in the event a defect or damage is

caused during the unloading the Parties shall mutually discuss and reasonably agree on
rectification time for the same. This rectification time shall be an exclusion event under
clause 29.1.

16 DEFECTS WARRANTY

16.1 The Supplier warrants and undertakes with respect to the Scope of Supply that WTG shall
be free from Defect and shall strictly conform to the Technical Specifications
(“Warranty/Defect Warranty”).

16.2 The Supplier shall either repair or replace or otherwise make good in accordance with
Clause 16, at its own cost or expenses, defective or non-conforming WTGs for any Defect
in the WTGs appearing within a period of 24 (twenty four) months from the earlier of (i)
date WTG is energized with Grid Sub Station by the Purchaser or (ii) 31st March 2023
("Warranty Period" or “Defect Liability Period”).

16.3 During the Warranty Period, the Supplier shall promptly and at its own cost and expense
repair, replace or otherwise make good, any Defect in the WTG.

16.4 The Supplier shall also warrant that any Defect in the repaired or replaced WTGs during
13th to 24th month of the Warranty Period, under the same terms and conditions as those
applicable to the original WTGs, for a period of:

a. For repairs: twelve (12) months from the date of repair or the balance of the original
Warranty Period under this Agreement, whichever is longer;

b. For replacements: twelve (12) months from the date of replacement or the balance of
the original Warranty Period under this Agreement, whichever is longer.

Any Defect in the repaired or replaced equipment shall be governed by the same terms
and conditions as those applicable to the original equipment in accordance with this Clause
16.

16.5 Defective or non-conforming parts, which have been replaced under this Warranty, shall
be removed by the Supplier and become the property of the Supplier.

16.6 Except as otherwise provided under this Agreement, the Warranty to be the sole remedy
against the Supplier for any Defects with respect to the WTGs.

Page 40 of 108
16.7 Warranty is subject to the following exclusions (“Warranty Limitations”):

i) breaches or acts or omissions solely on account of the Purchaser or its authorized

personnel's or its subcontractors which directly results in damage to the WTG;

ii) any Defect caused to the WTGs and/or any other part of the Project solely on account
of Force Majeure event;

iii) lack of access leading to a Defect in the WTG;

iv) operation or use of WTGs by the Purchaser or its subcontractor (other than Supplier
or its Affiliate), including services, alterations, repairs or part provided by a person
other than the Supplier (or its Affiliate) which is outside the parameters required by or
set out in the 'Operation and Maintenance Manual' and/or Technical Specifications,
provided that the Supplier is not in breach of any of its obligations under this
Agreement, including its obligation to provide spare parts in accordance with the terms
therein; and

v) normal wear and tear.

Provided further that these exclusions shall not apply:

a) with respect to any part of WTGs not affected by such exclusion event; and/or

b) to any part of the WTGs affected by such exclusion event in which the Defect is cured
at the end of such exclusion event, including any warranty for any replaced or
refurbished part of WTG and/or the Project.

16.8 The Supplier shall rectify Defects in accordance with Clause 16, within a reasonable
period as defined herein. The Supplier agrees to repair or replace the Defects during the
Warranty Period as per timelines given below:

a) In case of any minor Defect or failure – within 4 (four) day from the date of such
Defect or failure.

b) In case of any major Defect or failure of WTG Equipment – to be completed as per

timeline provided below:

i) Nacelle – 60 days
ii) Tower – 60 days
iii) Single Blade – 14 days
iv) Hub/Rotor – 60 days
v) Panel – 14 days
vi) WTG transformer – 14 days
vii) Gearbox – 45 days
viii) Generator – 45 days

The restoration timeline agreed hereinabove shall be on best effort basis.

Page 41 of 108
16.9 Serial Defect Warranty

16.9.1 During the Warranty Period the Serial defect is defined as a defect in the WTG
Equipment (i.e. gearboxes, generators, yaw ring, yaw motor, yaw gear, main shaft
along with bearings, blades, hub, WTG transformer and tower) which is same in nature
to which appears and affects a minimum of 15 WTG for the 300 MW Project (“Serial
Defect”). If any Serial Defect is observed, the Supplier shall at its sole cost, promptly
repair, replace or otherwise make good the Serial Defects for all the WTG’s Equipment
having same manufacturer or make forming part of the Project (“Serial Defect
Warranty”).

16.9.2 In case of any Serial Defects, the Supplier shall, at its sole cost, repair, replace, retrofit or
otherwise make good the Serial Defects for all WTGs Equipment having same
manufacturer or make forming part of the Project in accordance with this Clause 16 as
per the timeline provided herein below.

a) In case of Replacement of WTG Equipment:

i) Nacelle – 60 days
ii) Tower – 60 days
iii) Single Blade – 14 days
iv) Hub/Rotor – 60 days
v) Panel – 14 days
vi) WTG transformer – 14 days
vii) Gearbox – 45 days
viii) Generator – 45 days

The restoration timeline agreed hereinabove shall be on best effort basis.

b) In case of minor corrective repair of WTG Equipment: The same shall be rectified/
repaired within 15 (fifteen) days.

16.9.3 In case of dispute towards ascertainment of Serial Defect, a third party, for example DNV-
GL or DEWI or TUV- NORD/SUD, shall be appointed by the Purchaser, that shall provide
its report and which shall be binding on both the Parties. It is agreed that the Supplier shall
provide action plan within 15 (fifteen) days of failure of 15th WTG, else Parties shall
mutually discuss and agree for any extension of the Serial Defect Liability Period.

16.10 Rectification of Defects

Subject to Clause 16.8 above, if the Supplier fails to remedy any Defects or Serial Defects
during the Defects Liability Period or the Serial Defects Liability Period, respectively, or
within reasonable period thereafter, with prior notice to the Supplier, the Purchaser can
carry out the remedial work done itself or through competent and experienced third party
contractors who performs the remedial work in accordance with the manual of WTG, at
its own risk towards Defect Warranty for the Project and cost of the Supplier. The
Purchaser will substantiate such cost to the Supplier incurred for doing any remedial work
provided such cost is in line with market rates.

Page 42 of 108
17 POWER CURVE WARRANTY

17.1. The Supplier warrants that actual power curve for the WTGs for each PCWT Lot (defined
hereunder) shall not be less than 100% less uncertainties of the standard power curve
(annexed as part of Schedule 5) ("Power Curve Warranty"). The Power Curve Warranty
test shall be carried out in 5 (five) lots, and each lot shall consist of WTGs as mentioned
under below Table I (“PCWT Lot”).

17.2. The Power Curve Warranty test will be carried out by the Purchaser, at its cost (including
cost towards land, mast instrumentation) for the Project in accordance with the procedure
agreed between the Parties as per IEC 61400-12-1 standard ("PCWT") (annexed as part
of Schedule 6) within the Warranty Period of the respective PCWT Lot. The procedure
for such tests shall conform to the IEC 61400-12-1 standard, which shall be mutually
discussed and agreed between Parties, before conducting the Power Curve Test for the
Project.

17.3. The Purchaser shall hire a mutually agreed MEASNET certified independent third party
consultant, for witnessing, verification and evaluation of the test procedure and results of
PCWT, considering the overall suitability of test site for power curve verification
according to mutually agreed IEC 61400-12-1 standard. The instrumentation for the
PCWT shall remain strictly in accordance with Schedule 6. The Parties shall mutually
agree on the location of nominated WTGs to be used for batches of PCWT under the
Agreement ("Nominated WTGs”).

17.4. POWER CURVE LIQUIDATED DAMAGES

17.4.1. In case any of the Nominated WTG(s) under each PCWT Lot is unable to meet the Power
Curve Warranty then the Supplier:
(i) shall pay one-time compensation for each WTG to the Purchaser of an amount equal to
INR 36,15,000/- (Indian Rupees Thirty Six Lakh and Fifteen Thousand Only) for
each WTG or part thereof, for every 1% (one percent) or part thereof, shortfall in the
Power Curve Warranty, subject to a maximum cap as per below Table-1 ("One Time
Compensation ") and upon which, the obligations of the Supplier with respect to the
Power Curve Warranty shall be considered complete; or
(ii) may choose to repeat the PCWT in the next wind season at its own cost (Purchaser agrees
to allow the usage of same mast installed for first PCWT on as is where is basis, to the
Supplier) on nominated WTG in accordance with the procedure provided in Schedule 6
of this Agreement. The Supplier in such case shall analyse and resolve the defect(s) in
the Nominated WTG(s) at its own cost, however in such case the Supplier shall provide
all the details of defect(s) and modifications conducted on the nominated WTG to the
Purchaser. If the Nominated WTG meets the Power Curve Warranty after such
rectification, then the Supplier shall similarly rectify the remaining affected WTGs of
such manufacturing batch of WTG under the Project. The Supplier shall be required to
demonstrate such rectifications are being carried out for WTGs for confirmation by the
Purchaser. Further, if the Supplier chooses to repeat the PCWT, the Supplier shall
compensate the Purchaser for the generation shortfall during the period between the
energization of each WTG with Grid Sub Station and the rectification of the Defect(s) in
such WTG, at the PPA Tariff mentioned under the PPA ("First Compensation for

Page 43 of 108
 PCWT"). However, if such PCWT failure is due to power curve measurement error (if
confirmed by third party consultant), the First Compensation for PCWT shall not be
applicable. Upon the Nominated WTG meeting the Power Curve Warranty after the
second Power Curve Test, completion of rectification of Defect(s) and confirmation by
the Purchaser in all WTGs and payment of the First Compensation for PCWT, the
Supplier's obligations with respect to the Power Curve Warranty shall be considered
complete.

(iii) If the second PCWT also fails to meet the Power Curve Warranty, then the Supplier
shall pay one time compensation for each WTG to the Purchaser of an amount equal
to INR 36,15,000/- (Indian Rupees Thirty Six Lakh Fifteen Thousand Only) for
each WTG or part thereof, for every 1% (one percent) or part thereof, shortfall in the
Power Curve Warranty, subject to a maximum cap as per below Table-1 for respective
PCWT Lot (“Power Curve Liquidated Damages”) and upon which, the obligations
of the Supplier with respect to the Power Curve Warranty shall be considered
complete.
Table-1
PCWT Lot WTGs Maximum cap on Power curve
liquidated damages for respective
Lot (INR)
Lot-1 18 24,40,12,500/-
Lot-2 18 24,40,12,500/-
Lot-3 19 25,75,68,750/-
Lot-4 19 25,75,68,750/-
Lot-5 19 25,75,68,750/-

(iv) In the event the claim for the Power Curve Warranty test is more than or equivalent to
the maximum cap of Power Curve Liquidated Damages, as agreed between the Parties,
then an in-depth technical and root cause analysis shall be conducted by a reputed third
Party consultant any of DEWI or DNV-GL or TUV-SuD or any other MEASNET
certified independent third party consultant (selected by Purchaser), at the cost of the
Supplier, to investigate the failure of Power Curve Test for the Project.

(v) The Parties acknowledge that the Power Curve Liquidated Damages are a genuine pre-
estimate of and reasonable compensation of the damages that will be suffered by the
Purchaser in the event of any such failure on the part of the Supplier. The Parties agree
and understand that the levy as such of the Power Curve Liquidated Damages shall not
be construed to be unreasonable and shall at all time, be adequate compensation for
the failure of Power Curve Warranty. The Parties agree that the provisions of this
Clause 17.4 shall be the Purchaser’s sole and exclusive remedy for any and all Losses
suffered by the Purchaser on account of the failure of the PCWT. The Supplier will
pay Power Curve Liquidated Damages within 15 (fifteen) Business Days of the test
result. It is agreed that the PCWT for all the PCWT Lot shall be conducted within the
Warranty Period.

Page 44 of 108
18 NOTICES

18.1 All notices to be given under this Agreement shall be sent to the Purchaser or the Supplier,
as the case may be, at the addresses set forth below or to such other addresses as notified
from time to time by the Parties to each other, by hand, registered post, electronic mail or
facsimile:

To the Purchaser:

Attention:
Mr. Balram Mehta
Commercial Block-1, Zone 6,
Golf Course Road, DLF City Phase -V,
Gurugram-122 009
Email: balram@renewpower.in
Fax: +91 0124 4896699

To the Supplier:

Attention: Mr. Mayank Lingwal,

Head -- Sales and Marketing,
The Futura IT Park, Block B, 8th Floor, No.334,
Rajiv Gandhi Salai, Shollinganallur,
Chennai - 600 119,
Tamil Nadu, India.
Email: mayank.lingwal@siemensgamesa.com
Fax: +91 44 30060661

18.2 A notice will be treated as having been received:

(a) if sent by hand, when its delivery is confirmed by a signature on behalf of the recipient;
or

(b) if sent by facsimile, upon production of a correct and complete transmission report by
the machine from which the facsimile was sent which indicated that the facsimile was
sent in its entirety to the facsimile number of the recipient notified for the purposes of
this paragraph (all facsimile shall be followed by registered post or hand delivery); or

(c) by registered post address notified under this Agreement or notified time to time by
the Parties and the sender has the valid acknowledgment receipt issued by Postal
Department; or

(d) by email, when the sender receives an automated message confirming delivery, which
is to be followed by registered post or by Courier or hand delivery.

19 CHANGE IN CONTROL

If a change in Control in respect of a Party occurs, such Party shall forthwith inform the
other Party of such occurrence. Where an event of change in Control leads to the Control

Page 45 of 108
 of the Party being with (i) an Affiliate of the Party; or (ii) a party not being a Disqualified
Third Party, then, subject to the compliance of the provision of the Assignment under this
Agreement, this Agreement shall continue in full force and effect. Where an event of
change in Control leads to the Control of the Party being with a Disqualified Third Party,
the other Party shall by notice to the Party, have the right at its sole discretion to forthwith
terminate this Agreement in respect of WTGs which have not been Supplied, without any
cost or consequence to either Party, other than for any outstanding liabilities, in
accordance with this Agreement, existing as on the date of such termination.

20 CHANGE IN LAW

20.1. In the event that, after the Effective Date, there is a Change in Law that affects any of the
terms of this Agreement, Supplier shall promptly notify the Purchaser for such Change in
Law:

a) Any variation in Taxes or increase/decrease in the rates of Taxes or introduction

of any new Taxes on account of occurrence of a Change in Law subsequent to the
Effective Date will be to the account of the Purchaser. If the occurrence of a
Change in Law reduces the Taxes applicable, then the Supplier shall promptly
notify the Purchaser and submit documentary evidence of the impact and quantum
of reduction in Taxes. In such case the Supplier shall pass on the benefit of
reduction in Taxes due to such Change in Law to the Purchaser and shall reduce
the Supply Price accordingly.

b) Any change in Suppliers Scope of Supplies and/or increases in the Supplier's cost
of performance of its obligations and/or requires an extension of the SDD, the
Supplier shall promptly notify the Purchaser and submit documentary evidence of
the impact of such Change in Law on the Supply Price and Delivery Schedule.
Change in the Supply Price due to any mandatory requirement to change the Scope
of Supply shall be to the account of the Purchaser and the Delivery Schedule shall
be extended accordingly to negate the effect of such Change in Law.

c) The Parties shall mutually agree on the adjustment to any other terms of this
Agreement so as to mitigate any effect of such Change in Law.

20.2. Where it is not possible to mitigate the effect of such Change in Law, the Parties shall
agree on a mechanism, including but not limited to adjustment to the terms of this
Agreement, whereby the adverse effect of such Change in Law on the affected Party's
obligations under this Agreement is mitigated.

20.3. For the avoidance of doubt, it is agreed that any change in Excluded Taxes and Input Taxes
shall not constitute a Change in Law for the purposes of this Agreement. Additionally, it
is further agreed that the Supplier shall be solely responsible for any change in Excluded
Taxes and Input Taxes.

20.4. Unless otherwise contained in this Agreement, the Supply Price will not be increased as a
consequence of an increase in the Taxes payable by the Supplier and the liability for such
an increase shall be to the Supplier's account and the Purchaser will have no liability
whatsoever, if such an increase:

Page 46 of 108
 i. is on account of a Change in Law which is applicable to the Supplier's input
materials;

ii. results from a failure by the Supplier to pay any Tax in accordance with
Applicable Laws; or

iii. has occurred on account of any misinterpretation, act and/or omission by the
Supplier of any applicable Taxes as on the date of this Agreement.

20.5. The Parties agree that this Clause will survive the expiry/termination of this Agreement.

21 VARIATION

21.1 The Purchaser may, by notice to the Supplier, propose a variation (a) necessary or
desirable to improve the quality, efficiency or (b) safety of the WTGs or (c) is required to
comply with any Change in Law (“Purchaser Proposed Variation Notice”).

21.2 The Supplier must as soon as reasonably practicable but in no event later than 15 (fifteen)
days after receipt of a Purchaser Proposed Variation Notice, issue a response to the
Purchaser advising whether or not the proposed variation will be implemented, and if the
proposed variation can be implemented, then the effect (if any) the proposed variation
will have on such parameters, including but not limited to:

(a) provide description of the goods to be supplied or works to be performed;

(b) provide a revised Delivery Schedule with supporting details and calculations
containing a break down for manpower, material and overhead costs wherever
available; and

(c) indicate what effect (if any) the proposed variation will have on the:

(i) Supply Price including Taxes;

(ii) Other associated activity required for Supply ;
(iii) Delivery Schedule and SDD;
(iv) Warranty (including serial defect warranty) provision;
(v) Intellectual Property Rights of the WTG;
(vi) Power Curve Warranty;
(vii) Applicable Law; and
(viii) Any other details required by the Purchaser, if any, for the Proposed
Variation

21.3 If Supplier notifies the Purchaser in writing that the proposed variation can be
implemented and the Purchaser confirms in writing, within a period of 15 (fifteen) days
of notification from the Supplier that it accepts the effect (if any) of the proposed variation
as advised by the Supplier, the Supplier shall implement the proposed variation within
the time period mentioned in Purchaser Proposed Variation Notice or such other time as
may be agreed between the Parties in writing.

Page 47 of 108
 21.4 Supplier may, by notice to Purchaser, propose a variation which, the Supplier considers (a)
necessary or desirable to improve the quality, efficiency or (b) safety of the WTG or (c) is
required to comply with any Change in Law (“Supplier Proposed Variation Notice”).

21.5 Supplier Proposed Variation Notice shall include, details of the effect (if any) that the
proposed variation shall have on such parameters, including:

(i) Supply Price including Taxes;

(ii) Delivery Schedule and SDD;
(iii) Other associated activity required for Supply
(iv) Warranty (including Serial Defect Warranty) provision;
(v) Intellectual Property Rights of the WTG;
(vi) Power Curve Warranty; and
(vii) Applicable Law
(viii) Any other details required by the Purchaser, if any, for the Proposed
Variation.

21.6 The Purchaser shall as soon as reasonably practicable, but in no event later than 15 (fifteen)
days after receipt of a Supplier Proposed Variation Notice, issue a notice to Supplier
advising whether or not the proposed variation can be implemented, without assigning any
reasons.

21.7 A variation which is confirmed/ accepted by Parties in accordance with this Clause 21 shall
be a variation under this Clause 21 and the Parties shall execute an amendment to this
Agreement to record their understanding and acceptance for such variation. It is further
agreed that any variation specified under this Clause 21 shall not be binding on either Party,
until the same is not recorded through amendment to this Agreement by both the Parties

22 INDEMNITY

22.1. Supplier's Indemnity

The Supplier hereby indemnifies and holds harmless the Purchaser, its directors, its
employees, agents, other contractors, its Affiliates and any person controlling any of them
and each of its or their officers, directors, employees and agents (each a "Purchaser
Indemnified Party") from and against any and all Claims and Losses suffered or incurred
by the Purchaser Indemnified Party for:

a) acts or omissions or fraud, gross negligence and wilful misconduct;

b) any failure of the Supplier to pay Applicable Taxes;
c) any failure of charging of Taxes at the time of invoice, resulting from the
Supplier’s obligation;
d) any non-compliance or violation of Applicable Law by the Supplier;
e) breach of the Supplier’s covenants, representations and warrants contained in this
Agreement;
f) bodily injury, sickness, disease or death of any person whatsoever;
g) injury to third parties (including physical, libel, bodily injury or death) or loss or
damage to real and/or tangible property of third parties;

Page 48 of 108
 h) any hazardous or toxic materials that the Supplier or any of its employees, agents or
Sub Supplier has at any time generated or brought on and caused the release thereof
at the Storage Yard; and

to the extent of such Loss and Claims:

i. arises out of or in the course of or by reason of the performance or non-performance

of Supplier's obligations under this Agreement; and/or

ii. is attributable to the negligence, wilful act or omissions or wilful misconduct of the
Supplier in performance of its obligations under this Agreement.

22.2. Purchaser's Indemnity

The Purchaser hereby indemnifies and holds harmless the Supplier, its directors, its
employees, agents, sub-contractors and its Affiliates (each a "Supplier Indemnified
Party") from and against any and all Claims and Losses suffered or incurred by the
Supplier Indemnified Party for:

a) any non-compliance or violation of Applicable Laws by the Purchaser, including

non-compliance by the Purchaser of any consent, approval, permit or clearance
granted with respect to the Purchaser Approvals;
b) breach of the Purchaser’s representations and warrants contained in this Agreement;
c) failure to pay Indirect Taxes;
d) its acts or omissions or fraud, gross negligence and wilful misconduct;
e) injury to third parties (including physical, libel, bodily injury or death) or loss or
damage to real and/or tangible property of third parties; and
f) physical damage caused by the Purchaser to the WTG at the Storage Yard/Supplier
works in the custody of Supplier,
g) any hazardous or toxic materials that are pre-existing or generated or brought and
caused the release thereof at Storage Yard by the Purchaser or any of its employees,
agents or its contractor; and

to the extent such Loss and Claims:

i. arises out of or in the course of or by reason of the performance or non-performance

of the Purchaser's obligations under this Agreement; and/or

ii. is attributable to the negligence, wilful act or omissions or wilful misconduct of the
Purchaser in performance of its obligations under this Agreement.

22.3. Subject to the terms of this Agreement, neither Party shall be liable to the other Party for
any indirect, punitive, consequential loss or damage which may be suffered by the other
Party in connection with this Agreement.

22.4. On receipt of any notice of any Claim from any third party, which would entitle the
Purchaser Indemnified Party or the Supplier Indemnified Party, as the case may be
("Indemnified Party") to Claim indemnification from the Supplier or the Purchaser, as
the case may be ("Indemnifying Party"), the Indemnified Party shall within a reasonable
time provide a written notice of the same to the Indemnifying Party along with all the

Page 49 of 108
 documents available with it in respect of the said Claim specifying in detail the Claim, the
amount claimed by the third party, the date on which the claim arose and the nature of the
default to which such item is related (including a reference to the applicable provision of
this Agreement) and the Indemnifying Party shall either contest in the competent court of
law within reasonable period, if such Claim is not judicious or settle the Claim
accordingly. The Indemnifying Party shall be entitled to but not obliged to participate in
and control the defence of any such suit, action or proceeding at its own expense or direct
the Indemnified Party to defend such Claim, at the cost of the Indemnifying Party. If the
Indemnifying Party elects to control the defence of any such suit, action or proceeding,
the Indemnified Party shall render all necessary assistance including grant of access to
premises and personnel and to relevant documents and records that it possesses or controls
to the extent required by the relevant adjudicatory authorities or is necessary for the
purposes of investigating the matter and enabling the Indemnifying Party to take the action
referred to in this Clause. The Indemnifying Party may also request the Indemnified Party,
at the cost of the Indemnifying Party to dispute, resist, appeal, compromise, defend,
remedy or mitigate the matter or enforce against the third party. The Indemnifying Party’s
rights in relation to the matter and in connection with proceedings related to the matter or
use reputable advisers and lawyers chosen by the Indemnifying Party. The Indemnified
Party shall neither settle any such suit, action or proceeding, nor take any stand against the
Indemnifying Party, without the prior written consent of the Indemnifying Party.

22.5. The obligation to indemnify stipulated in this Clause:

(a) is continuing, separate and independent obligations of the Parties and shall survive
the termination of this Agreement; and

(b) shall not be limited to or reduced by the insurance, except to the extent that the
proceeds of any such insurance are capable of being applied to reduce Claims made
against the Indemnified Party.

23 INTELLECTUAL PROPERTY RIGHTS

23.1 The Supplier represents and warrants that it owns / has current rights to use or license all
Intellectual Property Rights embodied in the WTG and the Equipment and capable of
licensing such rights to the Purchaser.

23.2 Supplier represents and warrants that:

(a) it either owns or has current rights to use or license all Intellectual Property Right
embodied in the WTGs and any documentation or other materials including WTGs,
software embedded in the WTGs, SCADA server and SCADA software, drawings and
any documentation provided by Supplier to the Purchaser under or in connection with this
Agreement and that such rights to use or license or assignment in favour of the Purchaser
do not, violate or infringe any third party Intellectual Property Right.

(b) Supplier further represents and warrants that there are no ongoing litigation or notified,
threatened proceedings against Supplier alleging infringement of any third party
Intellectual Property Right, in respect of the WTGs such as would restrict or prohibit the
use of the Intellectual Property Right by Supplier for the Supply of the WTGs to the
Purchaser and use by the Purchaser of the WTGs and performance of the Supplier’s

Page 50 of 108
 obligations under this Agreement during the Operational Life of the Project; and

(c) it has all rights and licenses necessary to grant the Purchaser a license to use the
Intellectual Property Right in the WTGs as may be necessary for the purpose of this
Agreement.

23.3 Each Party agrees not to or attempt to pass off the other’s trade names, trademarks, logos
and/or trading styles in any manner whatsoever.

23.4 The Purchaser acknowledges that the WTG to be Supplied under this Agreement applies,
features or otherwise makes use of one or more Intellectual Property Right of which Supplier
is the exclusive proprietor or is otherwise lawfully entitled to so apply, feature or make use
of in the WTG and that the Purchaser shall have no rights in or to such Intellectual Property
Right or any incremental rights thereto other than as expressly set out in this Agreement.

23.5 Subject to the Purchaser complying with all the terms, obligations and covenants under this
Agreement, Supplier grants to the Purchaser a, non-exclusive, irrevocable, limited and
royalty-free and assignable (in accordance with the terms of this Agreement) license to use
the Intellectual Property Right of Supplier in the WTGs and all embedded software thereto
including SCADA software and any other documentation and other materials provided by
Supplier to the Purchaser under or in connection with this Agreement, to the extent necessary
for the purpose of this Agreement, till the Operational Life of the Project. It is clarified for
avoidance of doubt that the license does not amount to a transfer of the Supplier's Intellectual
Property Right from Supplier to Purchaser.

23.6 LIMITATIONS IN USE OF THE INTELLECTUAL PROPERTY RIGHTS:

The Purchaser shall refrain from using the Intellectual Property Right herein granted for any
purpose other than use of the WTGs. The Purchaser shall not modify, decompile,
disassemble, decompile, extract, or otherwise reverse engineer any element of the WTGs or
any software forming part thereof except to the extent permitted to it under the Applicable
Law. The Purchaser shall not copy, publish, lease, lend, distribute, make available or
otherwise encumber any Intellectual Property Right herein granted, except as otherwise
expressly provided herein.

23.7 INTELLECTUAL PROPERTY RIGHT INDEMNITY

(a) The Supplier agrees and undertakes to defend any suit or other proceedings brought
against the Purchaser by a third party insofar as it is based on a claim that the WTGs
constitutes infringement of any Intellectual Property Right validly enforceable in any
jurisdiction, including but not limited to in India with respect to this Project, provided that
the Purchaser promptly notifies Supplier of such suit or proceeding and grants to Supplier
the sole authority to defend and settle such suit or proceeding.

(b) In the event the competent court, in any such suit or proceeding, holds that the WTGs or
any part thereof infringes any infringement of any Intellectual Property Right validly
enforceable in any jurisdiction, including but not limited to in India with respect to this
Project, Supplier agrees to indemnify and shall keep indemnified the Purchaser from and
against all damages finally awarded by such Court and payable by the Purchaser. In

Page 51 of 108
 addition, if the use of the WTGs or any part thereof is enjoined in such suit or proceedings,
Supplier shall, at its own cost and discretion, either replace the infringing WTGs or part
or modify it such that it becomes non-infringing or secure for the benefit of the Purchaser
such licenses as may be required to obviate the need for replacement or modification of
the WTG or part of it.

(c) Provided further that in the event of alleged infringement of the Supplier claimed
Intellectual Property Right, which results in delaying of the energization of the WTGs
with the Grid Substation (by the Purchaser), then the Supplier shall pay the Delay
Liquidated Damages as per Clause 29.3.

(d) It is specifically agreed between the Parties that the Supplier shall not be liable to
indemnify the Purchaser for any claim in respect of proven infringement of Intellectual
Property Right arising out of or in relation to any WTGs, SCADA server and SCADA
software, if WTGs, SCADA server and SCADA software are modified or caused to be
modified by the Purchaser by itself or through a third-party contractor other than the
Supplier or its Affiliate, without the prior written approval of the Supplier, where such
claims relate in whole or in part to the Purchaser’s modification of the relevant WTGs,
SCADA server and SCADA software.

23.8 The provisions of this Clause are continuing, separate and independent of obligations
of the Supplier and shall survive the termination of this Agreement.

23.9 The Purchaser shall indemnify, defend and hold harmless the Supplier for Losses
incurred by the Supplier in respect of proven infringement of the Intellectual Property
Rights, (including by misuse or incorrect use) of any Intellectual Property by
Purchaser and / or its agents, employees, directors, consultants or any third party
appointed by or granted access to by the Purchaser of the WTGs, SCADA server and
SCADA software.

24 LIMITATION OF LIABILITY

Notwithstanding anything to the contrary contained in this Agreement, the Supplier’s

limitation of liability to the Purchaser, including any Claims or Losses (including Power
Curve Liquidated Damages and Delay Liquidated Damages) in connection with this
Agreement arising or occasioned howsoever, whether in contract, tort, strict liability,
indemnification or any other legal theory in the following cases and shall be capped to
INR 1653,80,17,113/- (Indian Rupees One Thousand Six Hundred Fifty Three Crore
Eighty Lakh Seventeen Thousand One Hundred and Thirteen Only) for the Project,
including the following events:

a) any fraud, negligence, intentional or wilful misconduct of the Supplier or any of sub-
contractor, their respective officers, directors, employees, servants or agents;

b) breach of any Applicable Law by the Supplier;

c) failure to rectify any of the Defects caused during the Warranty Period or due to Serial
Defect;

Page 52 of 108
 d) interest component in case of termination or downsizing by the Purchaser as per terms
of this Agreement;

e) in case of suspension or termination in accordance with this Agreement, if the

Purchaser decides to complete any activity, the cost or expense incurred / damages
payable by the Purchaser;

f) short settlement of insurance claims under the insurance policies obtained by the
Supplier;

g) amount payable by the Supplier to the Purchaser as per terms of provision of Clause
23.7 towards Intellectual Property Rights;

h) death and bodily injury of any person resulting from negligence of Supplier or any of
Subcontractor, their respective officers, directors, employees, servants or agents;

The Parties agree and acknowledge that the provisions of this Clause in respect of
limitation and exclusion of liabilities is an agreed allocation of risk between the
Parties, the sufficiency of which the Parties hereby agree and acknowledge.

25 TRANSFER OF RISK IN AND TITLE TO THE SUPPLIES

25.1 If any loss or damages occurs to the WTG(s), when the Supplier is responsible for its care
(for sake of clarity, Supplier is responsible for care until delivery and unloading of WTG
at Storage Yard), the Supplier must rectify the loss or damage to WTG(s) at its own cost
and in accordance with the Technical Specifications and as per the provisions of this
Agreement, so that the WTG(s) shall comply with the requirement of this Agreement.
Upon the delivery and unloading of any goods, materials in respect of WTGs, risk and
interest in the WTGs along with responsibility for care and custody together with the risk
of loss or damages shall pass on the Purchaser.

25.2 Title in each WTG shall be transferred to Purchaser upon delivery at the Storage Yard.

25.3 Supplier shall raise tax invoices progressively on the delivery of the WTG.

25.4 The Supplier shall have unpaid seller lien on the WTG in respect of the amount, which
is unpaid by the Purchaser for such delivered WTGs provided such unpaid amount is
due and payable, as per terms of this Agreement.

26 REPRESENTATIONS AND WARRANTS

Either Party makes to the other Party the following representations and warrants, each of which is
true and correct as on the date of this Agreement:

i) it has been incorporated as a company and is validly existing under the laws of India;

ii) it has the authority and power, including all corporate approvals, required to enter into this
Agreement and comply with its obligations under this Agreement and transactions
contemplated under it;

Page 53 of 108
 iii) the Agreement and the transactions under it do not contravene its constituent documents or
any Applicable Law or obligation by which it is bound or to which any of its assets are subject
or cause a limitation of powers or the powers of its directors to be exceeded;

iv) in entering into this Agreement, it is acting in its own capacity and not in the capacity as
trustee of any trust or as agent on behalf of any entity;

v) its obligations under this Agreement are valid and binding and are enforceable against it in
accordance with the terms of this Agreement;

vi) it is not in breach of any Applicable Law or obligation affecting it or its assets in a way which
may result in a material adverse effect on its business or financial condition;

vii) there is no pending or threatened proceeding, affecting such Party or any of its assets that
would affect the validity or enforceability of this Agreement, the ability of the Party to fulfil
its commitments under this Agreement in any material respect, or that could result in any
material adverse change in the business or financial condition of the Party; and

viii) that its representations and warrants are enforceable against it.

27 FORCE MAJEURE

27.1 In this Agreement, "Force Majeure Events" means

a) an exceptional event or circumstance or a combination of events and circumstances,
which satisfies all of the following conditions:

i. which materially and adversely affects the performance of an obligation by the

affected Party;

ii. which occurs not due to the fault and negligence of the affected Party and could
not be prevented by the exercise of reasonable diligence by the affected Party;

iii. which having arisen, the affected Party could not have prevented or reasonably
overcome with exercise of reasonable skill and care;

iv. which is beyond the affected Party's control (but not including lack of financial
resources or arrangements that a prudent and reasonable party performing
obligations similar to the obligations under this Agreement would have foreseen);

v. which such affected Party could not have foreseen and reasonably provided
against before entering into this Agreement; and

b) which includes and is caused due to the occurrence of any of the following events (but
not only limited to the following events) and circumstances to the extent that they or
their consequences satisfy the requirement set forth above:

i. acts of war (whether war be declared or not), hostilities, invasion, act of

foreign enemies; or

Page 54 of 108
 ii. rebellion, terrorism, sabotage by persons (other than the Supplier and/or its
affiliates, subcontractors, personnel or Purchaser's personnel), revolution,
insurrection, military or usurped power, or civil war; or

iii. riot, commission, disorder, vandalism, illegal blockade, strike or lockout by

persons (other than by the Supplier's and/or its affiliates, subcontractors,
personnel or Purchaser personnel); or

iv. pandemic health crises (e.g., caused by viruses such as Ebola, Zika, 2019-
nCoV, etc.) which results in emergency or lockdown being declared by the
Government Authorities wherein there are restrictions imposed on
movement in connection with such pandemic; or

v. munitions of war, explosive material including explosions, ionizing,

radiation or contamination by radio activity from any nuclear fuel or nuclear
waste from the combustion of nuclear fuel, radioactive toxic explosive or
any other hazardous property of any explosive nuclear assembly or nuclear
component thereof emission of hazardous industrial gases or chemicals,
except as may attributable to the Supplier's use of such munitions,
explosives, radiation or radio-activity; or

vi. an act of God, including natural catastrophe such as earthquakes, landslides,

fire, typhoons, floods, lightning, induction caused by lightning, icing, hail,
cyclone, tsunamis, perils of sea, extreme weather conditions, hurricane,
epidemic, mud-flow.

27.2 Notwithstanding anything contained in Clause 27.1, it is clarified that the following
events shall not qualify as Force Majeure Events under this Agreement:

a) any adverse weather conditions, unless such conditions are beyond the historically
observed conditions for the taluka in which the Project is located;

b) unavailability, late delivery, or changes in the cost of equipment, machinery,

materials, spare parts, consumables or labour for the Project, unless caused due to
an event of Force Majeure;

c) any theft or burglary;

d) strike or labour disturbance at a Subcontractor's facility, unless such strike or

labour disturbance occurs due to a Force Majeure Event;

e) insufficiency of funds, economic hardship, or this Agreement becoming onerous

to perform;

f) any event affecting either Party's Subcontractors, unless such event falls under the
definition of Force Majeure under this Agreement; or

g) any act or failure to act by any government authority purporting to exercise

jurisdiction which prevents or delays performance of obligations by the affected

Page 55 of 108
 Party, unless such government authority's action or inaction affects any or all
category(ies) of the stakeholders in the Indian wind industry and satisfies all the
conditions set out in Clause 27.1 (a), sub-Clause (i) to (v)

27.3 The burden of proof of the Force Majeure shall lie with the Party claiming the Force
Majeure. Such Party shall substantiate the Force Majeure with data, document,
newspaper cuttings, information, etc, as the case may be, from Government
agencies/local bodies/reputed agencies.

27.4 In the event that the Parties are unable, in good faith, to agree that a Force Majeure
event has occurred, the Parties shall submit the dispute for resolution in accordance
with Clause 33, provided that the burden of establishing as to whether a Force Majeure
event has occurred shall be upon the Party claiming the Force Majeure.

27.5 Notice of Force Majeure

(a) If the performance of obligations of any Party is materially and adversely affected
by an event of Force Majeure ("Affected Party"), then the Affected Party shall
give notice to the other Party of the event or circumstances constituting Force
Majeure and shall specify the obligations, the performance of which are or will
be prevented. The notice will be given within 5 (five) days after the Party became
aware, or should have become aware, of the relevant event or circumstance
constituting Force Majeure. Such Affected Party shall also keep the non-Affected
Party informed both at reasonable intervals and upon request by the non-Affected
Party of:

(i) the likely duration of the Force Majeure event; and

(ii) the action proposed to be taken by the Party to mitigate the effects of the
event of Force Majeure and to comply with its obligations under the
provisions of this Agreement.

(b) The rights of Supplier or the Purchaser against each other in respect of any matter
or thing done under this Agreement prior to the occurrence of an event of Force
Majeure shall not be prejudiced.

(c) The burden of proof of existence of an event of Force Majeure shall lie with the
Party claiming such Force Majeure.

27.6 Duty to Minimise Delay

(a) Each Party will at all times use all reasonable endeavours to minimise any delay
in the performance of this Agreement as a result of Force Majeure and resume the
performance of their obligations under this Agreement as soon as reasonably
possible after the termination or abetment of such event of Force Majeure.

(b) A Party shall give notice to the other Party when it ceases to be affected by the
Force Majeure.

Page 56 of 108
 (c) Affected Party will use commercially reasonable efforts to continue to perform
its obligations hereunder and to correct or cure the event or condition excusing
performance.

(d) The Affected Party when able to resume performance of the affected obligations
under this Agreement, in whole or in part, shall give the other Party a written
notice to that effect.

27.7 Consequences of Force Majeure

(a) If a Party is prevented from performing any of its obligations under this
Agreement by an event of Force Majeure of which notice has been given under
this Clause 27 then such Party shall resume performance of its obligation as soon
as reasonably possible after the termination or abetment of the event of Force
Majeure provided that a Force Majeure Event shall not apply to obligations of
either Party to make payments to the other Party under this Agreement.

(b) Neither Party shall be liable for non-performance or delay in performance of its
obligations on account of occurrence of a Force Majeure Event or its effects.

27.8 Termination for prolonged Force Majeure

(a) If the performance of a Party's obligations under the Agreement is interrupted or

halted for a continuous period of 90 (ninety) days by reason of an event of Force
Majeure ("Prolonged Force Majeure"), the Parties shall attempt to negotiate in
good faith to arrive at a consensus on continuing their obligations in the best
interest of the subject matter of the Agreement within 15 (fifteen) days thereof.

(b) If during the good faith negotiations, the Parties are unable to arrive at a consensus
on proceeding with performance of obligations under this Agreement, any Party
may terminate the Agreement.

(c) Termination of the Agreement, under sub-Clause (b) above, will not prejudice the
rights of the Purchaser or the Supplier against each other in respect of any matter
or thing done under the Agreement in relation to the manufactured WTGs for the
Project prior to the occurrence of the event of Force Majeure. However, in such
case the Supplier shall be obligated to cooperate and coordinate with Purchaser
for Purchaser to energize the erected WTG(s) with Grid Sub Station after the
termination or abetment of the event of Force Majeure. The Supplier shall, within
15 (fifteen) days of such termination, refund the payment made by the Purchaser
in respect of terminated WTGs.

28 TERMINATION

28.1 Default Notice

(a) If a Party (“Aggrieved Party”) considers that the other Party (“Defaulting Party”) is in
material breach of any provision of this Agreement, it may (without prejudice to any right
of action or remedy that it may have) provide the Defaulting Party a notice (“Default
Notice”) specifying the nature of the breach and provide a period of 30 (thirty) days, within

Page 57 of 108
 which period (or such other extended period as may be agreed between the Parties) the
Defaulting Party must remedy such material breach to the satisfaction of the other Party.

(b) Parties bonafide intend to implement the Project and that, therefore, termination shall
be the last and exceptional remedy.

28.2 Termination by Purchaser

28.2.1 Purchaser shall have the right to terminate this Agreement in any of the following
events, subject to Clause 28.1 (a) (except to sub-clause (e) below)

(a) Supplier has failed to remedy any material breach within the time stipulated under
Default Notice;

(b) A petition for winding up of Supplier has been admitted and a liquidator or
provisional liquidator has been appointed or an order of bankruptcy or an order
for the winding up or dissolution of Supplier or an order of attachment of property
/ assets of Supplier has been made by a court / tribunal of competent jurisdiction
except voluntary liquidation for the purpose of amalgamation or reconstruction;
or

(c) any assignment by Supplier in contravention of Clause 31 [Assignment] of this

Agreement;

(d) Due to a Change in Control event for which this Agreement is terminable in
accordance with Clause 19;

(e) Non-compliance of anti-bribery provision as per Clause 12 provided under this

Agreement;

(f) Occurrence of event as referred in Clause 29 and the Purchaser at its discretion
has chosen to terminate or downsize the Project.

28.2.2 Consequences of Termination by Purchaser –

In the event that Purchaser elects to terminate this Agreement as per 28.2.1:

(a) The Supplier shall refund to the Purchaser the payments including advance
payments made to the Supplier in respect of the undelivered WTG’s within 15
Business Days from the date of submission of claim, along with the interest @ 13%
per annum, from the date of payment made by the Purchaser to the Supplier till
date of refund by the Supplier of such claim;

(b) The Purchaser shall within 15 Business Days of submission of invoice along with
the required documents pay to the Supplier the Supply Price for the WTG’s
delivered, if any due as per terms of the payment terms. Further, Purchaser shall
pay the remaining amount as per the payment terms, upon completion of balance
scope in respect of delivered WTG(s).

Page 58 of 108
 (c) The Supplier shall remove debris and/or material created by the Supplier or its
Subcontractor from the Storage Yard, at its own cost and expense, and vacate the
Project Site, along with its Subcontractor, upon completion of balance scope in
respect of delivered WTG(s) in the mutually agreed timeline;

(d) On full payment of the amounts above, other than as specifically provided in this
Agreement, neither Party shall have any further obligations or liabilities against the
other in respect of the terminated portion of the Project; and

(e) The Parties shall mutually agree for the documentation to be completed for the
terminated portion of the Project or the terminated WTG’s by the Purchaser as per
provision of this Clause.

28.3 Termination by Supplier

Supplier shall be entitled to terminate the Agreement in any of the following events,
subject to Clause 28.1 (a) if:

(a) Purchaser has failed to remedy any material breach within the time stipulated
under Default Notice; or

(b) A petition for winding up of Purchaser has been admitted and a liquidator or
provisional liquidator has been appointed or an order of bankruptcy or an order
for the winding up or dissolution of Purchaser or an order of attachment of
property / assets of Purchaser has been made by a court / tribunal of competent
jurisdiction except voluntary liquidation for the purpose of amalgamation or
reconstruction; or

(c) any assignment by Purchaser in contravention of Clause 31 [Assignment] of this

Agreement; or

(d) due to a Change in Control event for which this Agreement is terminable in
accordance with Clause 19

(e) Occurrence of event as referred in Clause 8.2 for breach of Default Interest Cap.

28.4 Consequences of Termination by Supplier

In the event that Supplier elects to terminate this Agreement as per Clause 28.3, the
Supplier must immediately upon termination of this Agreement cease all further
manufacturing of the WTG’s and

(a) Purchaser shall pay the Supply Price attributable to the WTGs manufactured by
Supplier for the Project as on date of the termination. The Supplier agrees to deliver
the WTG under the Project at the Project Site. The Purchaser shall pay the interest @
13% per annum on such amount, in case of delay in release of payment beyond 15
(fifteen) Business Days from such notice of termination. The Supplier shall also
provide the tax invoices for such WTGs as per terms of this Agreement;

(b) the Purchaser shall forthwith return the ABGs, along with discharge letter, upon
the Supplier refunding to the Purchaser the payments including advance payments

Page 59 of 108
 made to the Supplier in respect of WTG(s) which are not manufactured as on date
of termination. The Supplier shall pay the interest @ 13% per annum on such amount,
in case of delay in release of payment beyond 15 (fifteen) Business Days from such
notice of termination;

(c) The Supplier shall remove debris and/or material created by the Supplier or its
Subcontractor from the Storage Yard, at its own cost and expense, and vacate the
Project Site, along with its Subcontractor, upon completion of balance scope in
respect of the WTGs which are not terminated;

(d) On full payment of the amounts above other than as specifically provided in this
Agreement, neither Party shall have any further obligations or liabilities against the
other in respect of the terminated portion of the Project and

(e) Parties shall mutually agree for the documentation to be completed for the terminated
portion of the Supplies or the terminated WTG’s by the Supplier as per provision of
this Clause.

29 DELAY LIQUIDATED DAMAGES

29.1 In case the delivery of the Major Components is delayed beyond the respective Phase SDD
for reasons solely attributable to Supplier, the Supplier shall be liable to pay Delayed
Liquidated Damages for such un-delivered Major Components at the rate of INR 7,23,000/-
(Indian Rupees Seven Lakh Twenty Three Thousand Only) per week /per un-delivered
set of Major Component (GST extra, as applicable) (referred as “Delayed Liquidated
Damages”/ “DLD” ) subject to a maximum of INR 1,08,45,000/- (Indian Rupees One
Crore Eight Lakh Forty Five Thousand only) for such set of un-delivered Major
Component (GST extra, as applicable) (“Maximum DLD Cap”).

The Parties agree that, on the date on which the Maximum DLD Cap is reached, the Supplier
shall have a right to pay the additional DLD at the rate of INR 8,13,375/- (Indian Rupees
Eight Lakh Thirteen Thousand Three Hundred and Seventy Five only) in respect of
each such set of un-delivered Major Component per week (GST extra, as applicable) subject
to a maximum of INR 40,66,875/- (Indian Rupees Forty Lakh Sixty Six Thousand Eight
Hundred and Seventy Five only) (GST extra, as applicable) (“Additional DLD Cap”)
and continue to perform its obligations under the Agreement. This Additional DLD Cap
shall be over and above the Maximum DLD Cap. In case Supplier does not offer Additional
DLD for the delay then the Purchaser shall have the right to terminate as per Clause 28.2.2.

29.2 The date on which the sum of Maximum DLD Cap and Additional DLD cap (if applicable)
is reached, the Supplier agrees that Purchaser has the right to terminate such undelivered
WTG’s and consequence of termination by the Purchaser as per Clause 28.2.2 shall apply.
In case the Purchaser does not exercises its right for termination, the Parties shall mutually
discuss and agree for the continuance of the Project including the Delayed Liquidated
Damages in respect of un-Delivered WTG(s) as per respective Phase SDD. However, in
case the Parties fail to reach at any mutual agreement, the Purchaser shall have the right to
terminate the Agreement and consequence of termination by the Purchaser as per Clause
28.2.2 shall apply.

Page 60 of 108
29.3 Provided further that in the event of alleged infringement of the Supplier claimed Intellectual
Property Right, which results in delaying of the energization of the WTGs with Grid
Substation (by the Purchaser), then the Supplier shall pay the Delay Liquidated Damages at
the rate as provided under the Clause 29.1 until energization with Grid Substation by the
purchaser is achieved and Maximum DLD Cap and Additional DLD Cap (if applicable)
shall not apply in such case.

29.4 It is agreed between the Parties that the Purchaser shall adjust the applicable undisputed
Delayed Liquidated Damages, as per above, from the amount due and payable under the
Project. However, the Supplier shall be obligated to revert on claims made towards Delayed
Liquidated Damages with its suggestion / submission for further discussion within 15
(fifteen) days of the Claim made by the Purchaser.

29.5 It is understood and agreed by the Parties that any sums which would be payable hereunder
are in the nature of liquidated damages, and not a penalty and are fair, adequate, reasonable
and genuine pre-estimate, and it is the Purchaser’s sole and exclusive remedy in damages
for, any and all losses suffered by Purchaser as a result of failure to Deliver the WTGs by
SDD.

30 CONFIDENTIALITY

30.1 The terms and conditions of this Agreement and non-public information (including
without limitation technical, industrial, operational, financial and commercial
information) exchanged by the Parties by virtue of this Agreement shall be kept strictly
confidential. The receiving Party shall use such documents and information
(“Confidential Information”) only as required for the full and complete performance of
this Agreement and shall limit the disclosure of such Confidential Information to (i) its
employees or agents who have a need to know such Confidential Information for the
performance of their obligations; (ii) its auditors in the framework of their ordinary
auditing competences; or (iii) with respect to Purchaser, to its promoters, investors,
shareholders, consultants and potential banks or registered financial institutions in
connection with Purchaser obtaining loans, financing or capital contributions to fund the
construction of the Project at which the WTGs Supplied hereunder shall be installed, or
(iv) with respect to Supplier, to potential sub-contractors and sub-suppliers in connection
with Supplier’s compliance of the obligations stemming from this Agreement provided
that as regards (i), (ii), (iii) and (iv) above, the recipients of the Confidential Information
are to be bound in writing by confidentiality terms no less restrictive than those contained
in the present provision.

30.2 The confidentiality obligation shall not apply to any disclosure (i) of information that is in
or enters the public domain through no fault of the receiving Party; (ii) of information that
was in the possession of the receiving Party prior to receipt under this Agreement (unless
such information was issued or received subject to a confidentiality obligation); or (iii)
which is required under Applicable Law or order of any Governmental Authority;
provided that the receiving Party shall give the other Party prior written notice of and an
opportunity to object to such disclosure to the extent possible.

30.3 If either of the Parties learns of any misappropriation or misuse of the Confidential
Information, it shall notify the other Party and shall reasonably cooperate with the other

Page 61 of 108
 Party to prevent such misappropriation or misuse.

30.4 The receiving Party shall return to the disclosing Party all Confidential Information upon
written request or upon expiration or termination of this Agreement and shall certify in
writing that it has done so.

30.5 This confidentiality Clause shall be binding on both the Parties in perpetuity and shall
survive the termination of this Agreement. If it comes to the knowledge or notice of either
Party that the other Party is in breach of this Clause, it shall be at liberty to recover damages
from the other Party for the losses of whatsoever nature it shall directly and not indirectly
incur as a consequence thereof.

31 ASSIGNMENT

31.1 There shall be no assignment of the whole or any part of this Agreement by either Party
without the prior written consent of the other, except to:

i. assignment to and in favour of its Affiliates, by the Purchaser.

ii. assignment / mortgage / charge by the Purchaser in favour of its lenders /

financing parties for the Project.

Provided that a Party may refuse to consent to assignment to a person who is a

Disqualified Third Party.

31.2 Subject to Clause 31.1, the Supplier confirms that it has no objection to the assignment
or novation of this Agreement to any Financing Party and shall agree to execute such
documents to give full effect to such assignment or transfer of the Agreement in favour
of the lenders / financing party as reasonably requested by the Purchaser and /or such
financing parties / lenders.

31.3 The Parties agree that along with Assignment by the Purchaser to its Affiliate, the
Purchaser shall provide the Guarantee Cum Undertaking from ReNew Power Private
Limited (if not provided earlier) and establish Letter of Credit (if not provided earlier)
as per Clause 8.12 to the Supplier which shall remain valid and enforceable till the time
payment obligations of Purchaser subsists.

32 GOVERNING LAW AND LANGUAGE

32.1 The governing law of this Agreement shall be the laws of the Republic of India.

32.2 The governing language of this Agreement shall be English.

32.3 The courts at New Delhi shall have exclusive jurisdiction to resolve any dispute or
adjudicate on any matter in relation to or arising out of this Agreement.

Page 62 of 108
33 DISPUTE RESOLUTION

33.1 Any controversy or claim (“Dispute”) arising out of or in connection with the validity,
application or interpretation of this Agreement shall be settled by consultation between the
Parties initiated by written notice of the Dispute to the other Party. The Parties shall attempt
to settle such Disputes by way of negotiation within 30 (thirty) days of notice of any Dispute
by any Party to the other Party. In such event, the Parties shall each arrange for an officer or
member of management with authority to meet resolve, in good faith, any pending Disputes
during such time period.

33.2 In the event the Parties cannot reach settlement pursuant to Clause 33.1 within 30 (thirty)
days of receipt notice under Clause 33.1, the Parties agree to refer such Dispute to
arbitration. The venue of arbitration shall be New Delhi. Each Party will appoint one
arbitrator and the two appointed arbitrators will appoint the third arbitrator who will act
as a presiding arbitrator. The language of such arbitration shall be English. The arbitration
shall be conducted as per the Arbitration and Conciliation Act, 1996 and its subsequent
amendments as amended and in effect at the time of reference.

33.3 Responsibility of payment for all costs of arbitration, excepting counsel fees, shall be as
per the arbitration award.

33.4 While any Dispute under this Agreement is pending, the Parties shall continue to perform
all of their respective obligations under this Agreement without prejudice to the final
determination in accordance with the provisions under this Clause 33.

34 GENERAL PROVISIONS

(a) Survival: The provisions of Clause 4.9 (Spare Parts and Escrow Arrangement), Clause 12
(Anti-Bribery Laws), Clause 16 (Defects Warranty), Clause 18 (Notices), Clause 22
(Indemnity), Clause 23 (Intellectual Property Rights), Clause 24 (Limitation of Liability),
Clause 26 (Representations and Warranties), Clause 28 (Termination), Clause 30
(Confidentiality), Clause 32 (Governing Law and Language), Clause 33 (Dispute
Resolution), Clause 34 (a) (Survival) and other representations, warranties, covenants and
provisions contained herein that by their nature survive, shall survive the termination or
expiration of this Agreement.

(b) Waiver: The failure by either Party at any time to enforce any of its powers, remedies or
rights under this Agreement will not constitute a waiver of such powers, remedies or rights
or affect the Party's rights to enforce those powers, remedies or rights at any time. Nor
does any single or partial exercise of any power, remedy or right preclude any other or
further exercise of it or the exercise of any other power, remedy or right under this
Agreement. No waiver shall be effective unless in writing and duly executed by the
representatives of the parties hereto.

(c) Variations or Amendment to this Agreement: The terms of this Agreement may only be
varied or amended by written Agreement between the Parties. No variation or amendment
of this Agreement will be valid unless it is in writing and signed by or on behalf of each
Party.

Page 63 of 108
(d) Business Ethics: All activities and transactions performed by the Parties under this
Agreement shall be carried out in a proper and truthful manner, and any records or
documents relating to such activities and transactions shall contain a true and proper
account of the facts and circumstances pertaining thereto.

(e) Conflicts of Interest: The Parties shall exercise reasonable care and diligence to prevent
any actions or situations which could result in a conflict with the best interests of the other
Party. The Parties shall not offer, give, solicit or accept an advantage or excessive
entertainment to or from any of the employees or agents of the other Party and other
business associates. Any Party who becomes aware of any violations of this Clause shall
immediately notify the other Party in writing.

(f) Maintenance of Accounts: The Parties’ respective accounts shall be maintained in

accordance with generally accepted accounting principles in India.

(g) Severability: If any provision of this Agreement is prohibited, invalid or unenforceable in

any jurisdiction, that provision will, as to that jurisdiction be severed from this Agreement
and be ineffective to the extent of the prohibition, invalidity or unenforceability without
invalidating the remaining provisions of this Agreement or affecting the validity or
enforceability of that provision in any other jurisdiction.

(h) Costs: Each Party must bear and is responsible for its own costs in connection with the
negotiation, preparation, execution, and performance of this Agreement.

(i) Entire Agreement: This Agreement constitutes the entire Agreement between the Parties
in relation to its subject matter, and supersedes all prior memoranda of understanding /
letters of intent / meetings and minutes thereof / past correspondence / letters executed /
exchanged / verbal communication between the Parties hereto in respect of the subject
matter of this Agreement.

(j) Headings and Titles: The headings and titles in this Agreement are for convenience only
and shall not be deemed part thereof or be taken into consideration in the interpretation or
construction of this Agreement.

(k) Partnership: Nothing contained in this Agreement shall constitute or be deemed to

constitute a partnership between the Parties, and no Party shall hold itself out as an
agent for the other, except with the express prior written consent of such other Party.

This Agreement is the result of a joint draft of the Parties and any rule of interpretation
interpreting contracts against a Party primarily responsible for drafting the Agreement
shall therefore not be applicable.

(l) Counterparts: This Agreement may be executed in any number of counterparts and all of
those counterparts taken together will be deemed to constitute the same instrument.

[REST OF THE PAGE IS INTENTIONALLY LEFT BLANK]

Page 64 of 108
 IN WITNESS WHEREOF the Parties have caused this Agreement to be signed by their duly
authorised representatives on the date, month and year first above written.

Signed by for and on behalf Signed by for and on behalf

of the Supplier Mayank Digitally signed by
Mayank Lingwal
of the Purchaser
Lingwal Date: 2021.07.05
22:05:06 +05'30' Digitally signed

Navin Digitally signed by Navin Dewaji

DN: cn=Navin Dewaji, c=IN, o=SGRE, Harish Digitally signed by Harish Gupta
DN: cn=Harish Gupta, c=IN, o=SGRE,
BAL RAM by BAL RAM
MEHTA
MEHTA Date: 2021.07.05
ou=SGRE ON CRO IN, ou=SGRE F ON IN,

Dewaji
email=navin.dewaji@siemensgamesa.com

Gupta
email=harish.gupta@siemensgamesa.com
Date: 2021.07.05 20:53:03 +05'30' Date: 2021.07.05 21:31:23 +05'30'
20:04:25 +05'30'

Authorised Signatory Authorised Signatory

Page 65 of 108
 SCHEDULE 1

SCOPE OF SUPPLY BY THE SUPPLIER

i) The Supplier shall Supply (including packing, loading and transportation of the WTG
to the Storage Yard) in accordance with the Delivery Schedule. The Supply shall
include:

a. Nacelle assembly with gear box, generator, transformers and other accessories;
b. Set of three blades with length of 71 meters each.
c. Hub assembly;
d. Conical steel Five section tower totaling to a length of 127.5 meters and tower
internals (cables, platforms, ladders, and other accessories);
e. Components of lift for the WTG;
f. SCADA Software and SCADA Server;
g. hardware and software of the WTG;
h. Anchor cage and anchor bolts; and
i. Parts and components of WTG not specified above.

ii) The Supplier confirms that it shall supply the WTG for the Project, which is a part of
RLMM List.

iii) The Supplier shall Supply aforesaid items on FOR (free on road) basis up to Storage
Yard and shall include packing, transportation, insurance up to and delivery at Storage
Yard. The Supplier shall be responsible for packing, insurance, loading, transportation,
and delivery of the WTGs to the Storage Yard located at Project Site.

iv) The Supplier shall Supply anchor cage and anchor bolts as per Delivery Schedule. In
case the design of foundation changes with respect to water table or SBC below 20,
then the design of anchor cage will change and terms as per (xviii) below will apply;

v) The WTG supplied should be HVRT & LVRT compliant, at the WTG level (relating
to generating unit), in accordance with the CEA Requirements.

vi) The Supplier shall be obligated to comply with all Applicable Laws and the
requirements of any government authority relating to occupational health, safety and
the environment, along with EHS policy of the Purchaser.

vii) The Supplier confirms that the WTG shall be in compliance with CEA (Technical
Standards for Connectivity to the Grid) Regulations, 2019 ("CEA Requirements")
at WTG level

viii) The Supplier shall provide all the necessary document, which must include Technical
specifications, check list, QAP, Manuals, relevant drawings etc., to the Purchaser to
assure the compliance at each stage of the Project.

ix) Copies in English language of QAP, Technical Specification of WTG, test certificates,
recommended spare parts list including spare part and manufacturer name for Major
Components to be handed over to Purchaser.

Page 66 of 108
x) The Supplier shall obtain necessary transit insurance for the WTGs till WTGs supplied
and delivered at Storage Yard. Any short settlement of insurance claim shall be to the
Supplier’s account and the Supplier shall reinstate or rectify the same at its cost or
expenses;

xi) Name and logo sticker of the Purchaser shall be provided on the WTG Tower at Ex-
works, as per specification provided by the Purchaser during Project execution;

xii) The Supplier shall assist and provide relevant documents/details related to WTG for
submitting to Lenders, SECI, PGCIL, CEA or any Government Authority;

xiii) The Supplier shall provide necessary data and details required for calculation of the
capacitor bank sizing i.e. for conducting load flow study;

xiv) Supplier shall supply following

(1) SCADA software and SCADA server, and shall also provide WTG OPC tag list
and PPC tag list. Further, the Supplier shall deliver the SCADA Server at Storage
Yard on or before 30th September 2022.
(2) WTG communication manager,
(3) UPS with (minimum 60 minute backup) for computer communications,
(4) SCADA accessories for wind farm including computer, printer,
(5) LIU – 24 port with patch cards and pig tails (in case of fibre optic cable)

xv) The Supplier shall only supply the WTGs painted on outside with C5I corrosion class
protection considering the corrosion atmosphere at the Project Site.

xvi) The Supplier shall provide minimum documents as per below for WTGs or its
components.

Sr.
Description of Documents required
No
A WTG Manufacturing Documentation
1 WTG Technical specification and datasheet
2 WTG Type certificate and all Statement of compliances
Approved Vendor List for major raw material and components with
3
brands/models

Drawings of major components: as specified below

4 GA drawing of WTG
5 GA drawing of Tower and sections
6 Bolting specification of WTG and Structure
7 GA drawing of Nacelle
8 GA Drawing of Hub
9 GA Drawing Rotor Blade
Complete WTG Lightening Protection system specification and layout
10
drawing
11 Gearbox GA drawing and specification
12 Quality Control Plan of Nacelle

Page 67 of 108
 13 Quality Control Plan of Hub
14 Quality Control Plan of Tower
15 Quality Control Plan of Blade
16 Quality Control Plan of Drive Train
Fit to use Certificate for the Elevator inside the WTG by the Elevator
17
manufacturer
18 Handling, storage, packing and transportation documentation
Long-time storage document for critical components
19 o at store and
o at site in assembled form

xvii) Perform the study of the WTG Locations and to confirm the suitability of WTGs
with the Project Site conditions;

xviii) shall provide the standard foundation design, manual, field quality plan and
drawings including third party validation report for SBC 40 (without water table)
and SBC 60 (without water table). The foundation design, manual, field quality plan
and drawing for SBC 40 shall be provided by July 16, 2021 and SBC 60 foundation
design shall be provided by July 26, 2021 and its validation by a 3rd party by August
16, 2021 and August 31, 2021 respectively. Any soil strengthening/re-engineering
required according to actual site conditions shall be provided by Supplier, however
its implementation and cost shall be with Purchaser. In case a completely new
design (e.g. pile foundation, stone column, with water table etc.) is required
according to actual site conditions, then such design shall be provided by Supplier
at an additional cost and time to Purchaser. In case Purchaser require standard
foundation design for SBC 20 (without water table) and if the Supplier has provided
the same design under any other project to the Purchaser or its Affiliate, then the
Supplier shall have no objection for usage of such design for this Project.

xix) Supplier shall also provide following documents/details

• PQ curve for WTG’s
• .dyr file and modeling methodology document for WTG’s.
• WTG transformer and MV cable details for WTG’s,
• Short circuit fault current capability of WTG’s.
• HVRT and LVRT test compliance certificates along with details of test parameters

xx) Supplier shall secure the waybills for WTG material and other components for
supply and delivery to the Storage Yard

xxi) The division of scope of responsibility, between the Parties has been mentioned
under scope sheet as provided under Schedule 1 (A).

Page 68 of 108
SCHEDULE 1 (A)
Scope Sheet

Attached Separately

Page 69 of 108
 SCHEDULE 2
TECHNICAL SPECIFICATIONS

Document Reference
Document Description
Number/Release date
GD412548-en dated
WTG Technical specification and datasheet (GCM)
04/07/2019
IECRE.WE.TC.20.0080-R6
WTG Type certificate and all Statement of compliances
dated 03.02.2021
SG-F18.15-ECM-00353 & dated
GA drawing of WTG 28.06.21
SG-F18.15-ECM00273 &dated
05.04.2021 &
GA drawing of Tower and sections & ECM Tower SG-F18.15-ECM00023 dated
22.07.2020
SG-F18.15-ECM00270 dated
Bolting specification of WTG and Structure
08.04.2021
GA drawing of Nacelle & Hub GD418561 dated 26.02.2020
SG-F18.15-ECM00272 dated
GA Drawing Rotor Blade 05.04.2021
Complete WTG Lightening Protection system GD486870 dated 05.02.2021
specification and layout drawing
F18-15-ECM335 dated
Gearbox GA drawing and specification
28/04/2021
SG-F18.15-ECM00123 dated
Service lift specification 06.11.2020
SG-F18.15-ECM00276 dated
Generator GA drawing and specification 07.04.2021

Page 70 of 108
 SCHEDULE 3

DELIVERY SCHEDULE

Attached Separately

Page 71 of 108
 SCHEDULE 4
PRICE AND PAYMENT TERMS

Supply Price and Total Supply Price:

The Purchaser hereby agrees to pay to the Supplier, in full and final consideration of
performance by the Supplier of its obligations and responsibilities under this Agreement,
including for the Scope of Supply and Warranty obligations, a fixed amount of INR
17,78,28,141/- (Indian Rupees Seventeen Crore Seventy Eight Lakh Twenty Eight
Thousand One Hundred and Forty One Only) per WTG and aggregating to a total of INR
1653,80,17,113/- (Indian Rupees One Thousand Six Hundred Fifty Three Crore Eighty
Lakh Seventeen Thousand One Hundred and Thirteen only) for 93 (Ninety Three) WTGs.

Price Break Up (including GST)

Description Basic Tax Tax Amount Gross Amount

Amount Rate
Nacelle, Drive train, Hub and
8,46,80,068
related accessories
Rotor Blade set consisting of 3
3,38,72,026
blades
Tower set consisting of 5 tower
5,08,08,040
sections & accessories
Add : CGST @ 2.5% 2.5% 42,34,003
Add : SGST @ 2.5% 2.5% 42,34,003
Total 17,78,28,141

Purchaser shall release the progressive payment to Supplier as per agreed payment milestone
set out below, within 15 (fifteen) Business Days from submission of all documents required for
each milestone payment for processing the respective payments.:

i. Advance Payment I: INR 126,07,31,250/- (Indian Rupees One Hundred

Twenty Six Crore Seven Lakh Thirty One Thousand Two Hundred and
Fifty only), shall be paid upon submission of the followings:

(a) Signing of the Agreements;

(b) Proforma invoice /commercial invoice/milestone invoice;

(c) submission of unconditional, irrevocable and on-demand advance

payment bank guarantee of equivalent sum, as per terms of the clause
8.11.1 (b). Further, Supplier to assist in getting bank confirmation from
the bank issuing the bank guarantee.

Supplier shall issue advance receipt note/voucher, as per GST regulation within
7 Business Days of receipt of payment.

ii. Advance Payment II: INR 42,02,43,750/- (Indian Rupees Forty Two Crore
Two Lakh Forty Three Thousand Seven Hundred and Fifty only), shall be

Page 72 of 108
 paid on or before issuance of NTP and upon submission of the followings:

(a) Proforma invoice/ commercial invoice/milestone invoice;

(b) submission of unconditional, irrevocable and on-demand advance

payment bank guarantee of equivalent sum, as per terms of the clause
8.11.1 (b). Further, Supplier to assist in getting bank confirmation from
the bank issuing the bank guarantee.

Supplier shall issue advance receipt note/voucher, as per GST regulation within
7 Business Days of receipt of payment.

iii. INR 4,97,06,250/- (Indian Rupees Four Crore Ninety Seven Lakh Six
Thousand Two Hundred and Fifty Only), per WTG and aggregating to a total
of INR 462,26,81,250 /- (Indian Rupees Four Hundred Sixty Two Crore
Twenty Six Lakh Eighty One Thousand Two Hundred and Fifty only) for
93 numbers, on ex-works readiness of Major Component full set in a Lot. The
Supplier shall submit following documents for claiming this payment:

(a) Demand note for amount payable along with proforma invoice/
commercial invoice/ milestone invoice;

(b) Dispatch Clearance Certificate or Deemed Dispatch Clearance

Certificate of WTG components along with Supplier’s test certificate for
Major Components as per the provision of this Agreement;

(c) Copy of DC/LR from Ex-works to Storage Yard from 4th Lot onward (at
the time of claiming 4th Lot payment, 1st Lot DC/LR copies to be
submitted and similarly for claiming 5th lot payment, 2nd lot DC/LR
copies to be submitted, and so on till the last Lot claim);

(d) Copy of transit insurance.

Supplier shall issue advance receipt note/voucher, as per GST regulation within
7 Business Days of receipt of payment.

iv. INR 7,68,18,750/- (Indian Rupees Seven Crore Sixty Eight Lakh Eighteen
Thousand Seven Hundred and Fifty Only), per WTG and aggregating to a
total of INR 714,41,43,750/- (Indian Rupees Seven Hundred Fourteen Crore
Forty One Lakh Forty Three Thousand Seven Hundred and Fifty Only),
upon delivery at Storage Yard of Major Components full set in Lot. The Supplier
shall submit following documents for claiming this payment:

(a) Demand note for amount payable;

(b) Original Tax Invoice (for 100% Supply Price) showing applicable GST,
along with original DC/ LR/E-way bill for respective WTG;

(c) Material Verification Certificate or Deemed Material Verification

Certificate of WTG components as per the provision of this Agreement.

Page 73 of 108
 (d) Copy of marine insurance with Lenders or Security Trustee name
endorsed (if applicable);

(e) For claiming payment beyond 4th Lot: submission of Minor Component
Material Verification Certificate or Minor Component Deemed Material
Verification Certificate for 1st lot of Minor Component Material
Verification Certificate or Minor Component Deemed Material
Verification Certificate (except anchor cage) to be submitted and
similarly for claiming 6th lot payment, 2nd lot Minor Component Material
Verification Certificate Minor Component Deemed Material Verification
Certificate to be submitted (except anchor cage) and so on till the last Lot
claim;

v. Retention amount of INR 2,25,93,750/- (Indian Rupees Two Crore Twenty

Five Lakh Ninety Three Thousand Seven Hundred and Fifty Only) per
WTG aggregating to a total of INR 210,12,18,750/- (Indian Rupees Two
Hundred Ten Crore Twelve Lakh Eighteen Thousand Seven Hundred and
Fifty Only), upon completion of 45 days of the date of issuance of Material
Verification Certificate of Major Components or date of issuance of Deemed
Material Verification Certificate of Major Components full set in Lot. The
Supplier shall submit following documents for claiming the payment:

(a) Demand note for amount payable upon completion of the milestone along
with the proforma/commercial/milestone invoice;

vi. Retention amount of INR 41,80,297/- (Indian Rupees Forty One Lakh
Eighty Thousand Two Hundred Ninety Seven Only) per WTG aggregating
to a total of INR 38,87,67,621/- (Indian Rupees Thirty Eight Crore Eighty
Seven Lakh Sixty Seven Thousand Six Hundred and Twenty One only) upon
completion of 60 days of the date of issuance of Material Verification Certificate
of Major Components or date of issuance of Deemed Material Verification
Certificate of Major Components full set in Lot. The Supplier shall submit
following documents for claiming the payment:

(a) Demand note for amount payable upon completion of the milestone
along with the proforma/commercial/milestone invoice;

vii. Retention amount of INR 22,73,797/- (Indian Rupees Twenty Two Lakh
Seventy Three Thousand Seven Hundred and Ninety Seven only) per WTG
aggregating to a total of INR 21,14,63,121/- (Indian Rupees Twenty One
Crore Fourteen Lakh Sixty Three Thousand One Hundred and Twenty One
only) upon as per below timeline
(i) For first 31 number WTG’s by 31st December 2022
(ii) For next 31 number WTG’s by 31st January 2023
(iii)For last 31 number WTG’s by 28th February 2023
The Supplier shall submit following documents for claiming the payment:

Page 74 of 108
 (a) Demand note for amount payable upon completion of the milestone;

(b) Proforma/commercial invoice/milestone invoice;

viii. INR 41,80,297/- (Indian Rupees Forty One Lakh Eighty Thousand Two
Hundred Ninety Seven Only) per WTG aggregating to a total of INR
38,87,67,621/- (Indian Rupees Thirty Eight Crore Eighty Seven Lakh Sixty
Seven Thousand Six Hundred and Twenty One only), by 31st March 2023 or
upon submission of following whichever is later. The Supplier shall submit
following documents for claiming the payment:

(a) Demand note for amount payable upon completion of the milestone;

(b) Proforma/milestone invoice/commercial invoice;

(c) Submission of WTG document file, to be agreed mutually.

(d) Execution of Escrow agreement, as per mutually agreed terms.

Page 75 of 108
 SCHEDULE 5
STANDARD POWER CURVE
SG 3.465 145

Attached Separately

Page 76 of 108
 SCHEDULE 6
PROCEDURE FOR THE CONTRACTUAL VERIFICATION OF WIND TURBINE
POWER CURVE

(A) WARRANTED POWER CURVE – SG 3.4-145 CS 3.465 MW WTG model

reference – GD414801-en Rev 1 dt. 04/07/2019

(B) PCWT TEST PROCEDURE – The process for conducting the Power Curve for the
Project is as under –

(a) Pre-PCVT test shall be performed during stabilization period on the entire wind farm
under consideration for fine tuning of WTGs. Formal report of the test shall be shared
with Purchaser for their review before starting actual PCVT. Ten minute data will be
recorded by the SCADA, there will be a first analysis considering data with the WTG
in run state, without any power limitation active (SCADA, de-rating, noise,…) and
with main anemometer functioning. If it fails additional filtering related to site will
be considered: valid sector, TI and maximum slopes. Refer to the document
GD399654 with the detail of the procedure.
(b) This will serve as an indicative exercise. Purchaser and Supplier, CFT to work further
to improve the procedure.
(c) Although the warranty terms shall be limited to PCVT test WTG performance,
According to the customer requirement, any deviation in the performance of the other
WTGS (Non-tested) of the windfarm shall be analysed and corrected by Siemens
Gamesa in three months from the date of closure of RCA finding and implementation
The PCVT shall be performed in accordance with IEC 61400-12-1, but also, the test
shall not conclude immediately after acquiring sufficient data as per IEC 61400-12-1
guideline. The test shall be run such that it will record at least two months in high
wind and two months of low wind season. The power test shall be conducted in July
to October period.
(d) Attempts shall be made to test two WTGs using one met mast for one PCVT as per
IEC. This will ensure the data availability and accuracy by countercheck of the WTG
performance data. It is clarified that only one of the two test WTGs shall be
Nominated WTG of the Representative Lot for PCWT. Though the test for
satisfaction of Purchaser is agreed to be carried out on two WTGs with 1 mast but
incase the Nominated WTG passes the power curve test then the power curve test for
the entire Representative Lot shall be treated as passed and no Power Curve
Liquidated Damages shall be applicable as per provisions of the Agreement.
However, incase the power curve test of the test WTG other than the Nominated WTG
fails then Supplier and CFT team shall conduct RCA and rectify the WTG. In case
the Parties agree that the rectification steps identified in the RCA should be applied
in the rest of the wind farm then the same shall be implemented in the wind farm. The
power curve measurements shall be carried out at two WTGs simultaneously, While
Power output of neighbouring WTGs shall be considered for comparison with test
WTGs. The SCADA data of test WTGs and neighbouring WTGs shall be compared
for confirmation of performance of the cluster. For the purpose the time stamp of all
the WTGs shall be synchronised prior to start of the PCVT.
This method is generally mentioned in the IEC and this is well known that the
recommended distance between the mast and WT should be 2.5D (where D is the
rotor diameter of WT). Further by default the uncertainty due to flow distortion shall

Page 77 of 108
 be a minimum of 2% of the measured wind speed if the mast is positioned between
2D and 3D and 3% or greater if the distance is 3D to 4D.

(e) The verification of the non-tested turbines, will serve as an indicative exercise.
Purchaser and Supplier, CFT to work further to improve the procedure. Although any
underperformance identified through such procedure shall be corrected for, by
Supplier within stipulate time frame.
(f) For the power curve test, the proposed test location once finalized, SGRE shall prior
to the start of the test monitor the performance of the WTG for stabilization period
(in accordance with Doc.- GD399654). If during this period it is found that there are
deviations in performance, it will be internally analysed and the possible
rectifications/change in parameters will be introduced on the test WTG and then the
test will be started. If this new change is efficient, then the same will be implemented
across the fleet within 8 weeks. It is also to be noted that only new instruments will
be used for the Power curve test. If blade cleaning is required based on observation,
the same will be carried out prior to the test.

(g) The power curve measurement shall be performed in line with IEC 61400-12-1
standard. In case application of the standard IEC 61400-12-1 is not possible an
alternate methodology shall be mutually decided to perform the test.

(h) For measurement procedures beyond IEC standard or for any additional inclusions,
Supplier and Purchaser shall draft a new document with mutual agreement as per
requirement.

REFERENCE WIND VELOCITY DISTRIBUTION (RWDI)

The A, K and annual average wind speed to be used for Weibull distribution for AEP are taken
from the report of Third party consultant only. A & K values applicable for this site are:

Sr. No. Mast Name A K U

1 Mast-I XXX XXX XXX
.
CALIBRATION OF TEST WIND TURBINE POSITIONS

• Evaluation and installations for the site calibration shall remain strictly in line with IEC
61400-12-1 guide line. Additional sensors may be installed for further analysis based
upon mutual agreement for the same. The consultant shall execute the evaluations as
per the MEASNET guideline and IEC standard only.
• The access to data logger will be provided to the third party consultant, Purchaser and
Supplier through internet. The access will be limited to copy the data from the logger
and not for making any configuration changes during the measurement phase.
• The consultant shall provide the report to Purchaser and subsequently Purchaser shall
provide the conformity statement along with test results in case the PCVT is passed
within 1 month from submission of test report by the appointed consultant. In case
required, a conference call can be arranged, for further clarifications sought by Supplier.
INSTRUMENTATION AND PRELIMINARY TESTS

Supplier shall share all the signals requested (as listed below) to internationally
accredited certification body (like DNV-GL / DEWI) agreeable to both parties during

Page 78 of 108
 power curve test period upon signing of NDA between Supplier and the internationally
accredited certification body (like DNV-GL / DEWI) however the said NDA shall not
restrict performing analysis and submitting report to Purchaser. This method for signal
sharing with 3rd party consultant is agreed, wherein it addresses the basic objective of
the requirement of thorough evaluation of the performance of the test Wind Turbine

The Power curve test report shall be prepared in accordance with IEC 61400-12-1
standard. However, in case of any technical abnormality observed with respect to the
measured results, of the Power Curve Test, the Supplier and Purchaser shall perform a
detailed RCA for the probable reasons of failure on a mutual basis. However, if there
is any disagreement between both the parties, they shall approach the same third party
to perform a detailed analysis.
In the spirit of wining the Purchaser confidence, Supplier will share the below
mentioned signals for recording separately to 3rd Party consultant.

1. Controller Power – Analog signal

2. Nacelle wind speed – Analog signal
3. Average pitch angle – Analog signal
4. Nacelle position – Analog signal
5. Generator RPM – Analog signal
6. Wind vane offset – Analog signal
7. WTG available – Status Signal
8. Grid Coupled – Status Signal
9. Reduced Power Mode – Status Signal

• Supplier to provide the raw signals to third party testing agency. The third-party
consultant shall initially share its observation through a preliminary report stating
whether power curve test has passed or failed. Once the outcome of the preliminary
report is finalised and subsequently Purchaser engages the same third-party consultant
for the detailed analysis then in such case the third-party consultant along with
Purchaser and Supplier shall be involved in the detailed analysis right from the
beginning upon failure of power curve test. The third-party consultant shall provide the
relevant analysis draft report of the data acquired through the recordings of these signals
to Purchaser and Supplier.
• Additionally, rain detector shall be installed at the met mast to observe and record the
periods of raining at the site. One wind Vane also will be installed at the lower tip level
for Wind veer measurements to assist in the further analysis for the results of the PCVT.
• Supplier will be provided the access to data logger to access the data that has been
recorded. No access to measurement instrumentation or the signals shall be provided.
The measurement set up and the wind turbine shall be locked and the key shall remain
with Purchaser staff. All the maintenance for the test turbine shall be performed in the
presence of the Purchaser staff only.

• If during the test there is any problem with any sensor, Supplier shall have the access
to replace such sensors immediately for continuation of the test.

• The final data for the evaluation shall be downloaded jointly from the data logger by
Supplier and Purchaser (and the consultant if possible).

Page 79 of 108
 • There will be no special installation from Siemens Gamesa on the test turbine. There
shall be no difference between the test turbine and other turbines of the project. If
Supplier wants to do some checks and adjustments, the same shall be informed to
Purchaser prior to executing the changes and the same shall be applied to all the turbines
in the project. There shall be no special treatment for test turbine only.

• There shall be no access provided to met mast as well as the installation should remain
unchanged throughout the period of the test. Any change Supplier wants to do shall be
negotiated with Purchaser first. Access can be shared only for data logger for copying
the recorded data only.

• Turbine parameter and software version shall remain consistent for all the wind turbines
in the project and shall be verified by Purchaser. No further changes shall be allowed
till the completion of the test, once the project and commissioning team confirms that
the turbine is ready for generation. However, if any change recommended after the
pretest, it need to be implemented before start of actual test.

• SGRE confirms that the SCADA data used for the evaluation of the other WTGs of the
wind farm, shall be true and unaltered (unprocessed or underived) data of the WTG
parameters.

POWER CURVE MEASUREMENT

i) The consultant shall have the option to provide additional sensors for auxiliary
measurements. These sensors shall be installed additional to the agreed instrumentation
in line with IEC guideline on mutual discussion basis between Supplier, Purchaser and
third-party consultant.

ii) In case if Supplier wants to include additional filters, for wind shear, turbulence
intensity or vertical inflow angle, Supplier shall suffice the type certification
measurement report for power curve that included the filtration criteria suggested by
Supplier. For turbine operational status, Availability Signal shall be used as filter. Grid
connection can be recorded for further evaluation purpose. Since the filtration criteria’s
have a profound impact on the results of the evaluations, the filters shall only be used
if proper documented justification is provided by Supplier. Or else to remains strictly
limited to IEC standard. Data during precipitation shall not be filtered out.

iii) Data filtration criteria shall strictly follow IEC guideline. Anything additional shall be
substantiated with documented evidences and agreed prior to start of the test. As
mentioned above.

iv) The consultant shall share the reports and results to Purchaser and Purchaser shall
provide the conformity statement along with test results in case the PCVT is passed
within 1 month from submission of test report by the appointed consultant. In case of
doubt a conference call can be arranged between all the parties involved.

Page 80 of 108
EVALUATION OF RESULTS VS GUARANTEE

• Guarantee compliance shall be done for each power curve test separately. No averaging
of the results of more than one PCVT is permitted. The Guarantee compliance report
shall be prepared by the consultant and shall be accepted by both Supplier and
Purchaser. In case of differences a conference call will be organized between all the
parties to address the issues

• Standard procedure for compliance verification, as defined in IEC standard and

MEASNET guideline shall be used.

Page 81 of 108
 SCHEDULE 7
FORMAT FOR NOTICE TO PROCEED

To,

Siemens Gamesa Renewable ______

Chennai________

Project: MW Wind Power Project at Tondehal, Karnataka

The Conditions Precedent specified under Clause [ ] of the Supply Agreement dated
___________ are fulfilled by us. You are hereby notified to commence the Supplies in
accordance with this Supply Agreement.

Please acknowledge receipt of this Notice by signing and returning a copy to us.
BAL RAM Digitally signed by
BAL RAM MEHTA
Sincerely, MEHTA Date: 2021.07.05
20:05:35 +05'30'
ReNew ________

Acceptance of Notice

Receipt of the above Notice to Proceed is hereby acknowledged by Siemens Gamesa

__________, this day of , 20 .

BY: _______________________________________________

TITLE: ____________________________________________

Page 82 of 108
 SCHEDULE 8
DISPATCH CLEARANCE CERTIFICATE FORMAT

Date of Inspection:

This certificate is issued pursuant to the Supply Agreement dated [ ] (the ‘Agreement’) entered into by [ ],
having registered office at [ ] (the ‘Purchaser’) and Siemens Gamesa Renewable Power Private Limited,
having registered office at [ ] (the ‘Supplier’).

We, [name and passport (or identity card) number of officers], the undersigned, duly appointed representative
of the Purchaser and the Supplier respectively DO HEREBY CERTIFY the following:

On [insert date], the Supplier has offered to the Purchaser SG 145 at (Supplier premises name) for the
inspection and same is found to be in accordance with Technical Specifications.

Blade
set
Sr. No. Blade set no Blade no MTC/Inspection Report Remark

Nacelle
Sr. No. Nacelle no MTC/Inspection Report Remark
1
2
3

Drive Train (If separate from Nacelle)

Sr. No. Drive Train no MTC/Inspection Report Remark
1
2
3

Hub
Sr. No. Hub no MTC/Inspection Report Remark
1
2
3

Page 83 of 108
 Tower set

Sr. No. Tower set no Section No MTC/Inspection Report Remark

Supplier TPIA/Purchaser
BAL RAM Digitally signed by
BAL RAM MEHTA

MEHTA Date: 2021.07.05

20:07:12 +05'30'

Note: this certificate shall be issued individually either for each Blade set or Nacelle & Hub or Tower set.

Page 84 of 108
 SCHEDULE 9
SPECIMEN OF DEEMED DISPATCH CLEARANCE CERTIFICATE

This certificate is issued pursuant to the Supply Agreement dated [ ] (the ‘Agreement’) entered into by [ ],
having registered office at [ ] (the ‘Purchaser’) and Siemens Gamesa Renewable Power Private Limited,
having registered office at [ ] (the ‘Supplier’).

We, [name and passport (or identity card) number of officers], the undersigned, duly appointed representative
of the Purchaser and the Supplier respectively DO HEREBY CERTIFY the following:

On [insert date], the Supplier has offered to the Purchaser SG 145 at (Supplier premises name) and same is
found to be in accordance with Technical Specifications.

This certificate is issued as per the provision of Deemed Dispatch Clearance Certificate described in
Clause [ ] of above mentioned Agreement

Blade Set

Sr. No. Blade set no Blade no MTC/Inspection Report Remark

Nacelle
Sr. No. Nacelle no MTC/Inspection Report Remark
1
2
3

Drive Train (If separate from Nacelle)

Sr. No. Drive Train no MTC/Inspection Report Remark
1
2
3

Hub
Sr. No. Hub no MTC/Inspection Report Remark
1
2
3

Page 85 of 108
 Tower set

Sr. No. Tower set no Section No MTC/Inspection Report Remark

On behalf of the
SUPPLIER
By:
Name:
Title:

Note: this certificate shall be issued individually for either of Blade set or Nacelle & Hub or Tower set.

Page 86 of 108
 SCHEDULE 10
Schedule 10 A
SPECIMEN OF MAJOR COMPONENT MATERIAL VERIFICATION
CERTIFICATE

Date of Verification:

This certificate is issued pursuant to the Supply Agreement dated [ ] (the ‘Agreement’) entered into by [ ],
having registered office at [ ] (the ‘Purchaser’) and Siemens Gamesa Renewable Power Private Limited,
having registered office at [ ] (the ‘Supplier’).

We, [name and passport (or identity card) number of officers], the undersigned, duly appointed representative
of the Purchaser and the Supplier respectively DO HEREBY CERTIFY the following:

On [insert date], the Supplier has delivered to the Purchaser [insert description of the WTGs that is the object
of Delivery, including number of units] at the WTG location situated at [ ] Village, [ ] District, [ ] State in
good condition.

Total Lot Lot No:-

Site: Type of WTG: WTGs
Capacity: size: Date:-

Blade
set
LR
GRN DC No MTC
Sr. No. Blade set no Blade no No Remark
No. Date Provided
Date

Nacelle
DC
LR No MTC
Sr. No. Nacelle no GRN No. No Remark
Date Provided
Date
1
2
3

Drive Train
Sr. No. Drive Train no MTC/Inspection Report Remark
1
2

Page 87 of 108
 3

Hub
DC
LR No MTC
Sr. No. Hub no GRN No. No Remark
Date Provided
Date
1
2
3

Tower

LR
Section GRN DC No MTC
Sr. No. Tower set no No Remark
No No. Date Provided
Date

Supplier TPIA/Purchaser
BAL Digitally signed
by BAL RAM

RAM MEHTA
Date:
2021.07.05
MEHTA 20:07:39 +05'30'

Page 88 of 108
 SCHEDULE 10 B
SPECIMEN OF MINOR COMPONENT MATERIAL VERIFICATION
CERTIFICATE

Date of Verification:

This certificate is issued pursuant to the Supply Agreement dated [ ] (the ‘Agreement’) entered into by [ ],
having registered office at [ ] (the ‘Purchaser’) and Siemens Gamesa Renewable Power Private Limited,
having registered office at [ ] (the ‘Supplier’).

We, [name and passport (or identity card) number of officers], the undersigned, duly appointed representative
of the Purchaser and the Supplier respectively DO HEREBY CERTIFY the following:

On [insert date], the Supplier has delivered to the Purchaser [insert description of the WTGs that is the object
of Delivery, including number of units] at the WTG location situated at [ ] Village, [ ] District, [ ] State in
good condition.

Total Lot Lot No:-

Site: Type of WTG: WTGs
Capacity: size: Date:-

Minor Sr. No. (if Numbers of LR

GRN DC No
Equipment available) sets No Date Remark
No. Date
Anchor Cage

Tower lift

Ground
Controller

Tower
fasteners

Tower cables

Any other
components

Digitally signed
BAL RAM by BAL RAM
MEHTA
MEHTA Date: 2021.07.05
20:08:02 +05'30'

Supplier TPIA/Purchaser

Page 89 of 108
 SCHEDULE 11
SCHEDULE 11 A

SPECIMEN OF MAJOR COMPONENTS DEEMED MATERIAL

VERIFICATION CERTIFICATE

This certificate is issued pursuant to the Supply Agreement dated [ ] (the ‘Agreement’) entered into by [ ],
having registered office at [ ] (the ‘Purchaser’) and Siemens Gamesa Renewable Power Private Limited,
having registered office at [ ] (the ‘Supplier’).

On [insert date], the Supplier has delivered to the Purchaser [insert description of the WTGs that is the object
of Delivery, including number of units] at the WTG location situated at [ ] Village, [ ] District, [ ] State in
good condition.

This certificate is issued as per the provision of Deemed Material verification Certification described in
Clause [ ] of above mentioned Agreement.

Total Lot No:-

Site: Type of WTG: Lot size: WTGs
Capacity: Date:-

Blade
set
LR
GRN DC No MTC
Sr. No. Blade set no Blade no No Remark
No. Date Date Provided

Nacelle
DC
LR No MTC
Sr. No. Nacelle no GRN No. No Remark
Date Provided
Date
1
2
3

Drive Train
Sr. No. Drive Train no MTC/Inspection Report Remark
1
2

Page 90 of 108
 3

Hub
DC
LR No MTC
Sr. No. Hub no GRN No. No Remark
Date Provided
Date
1
2
3

Tower set
LR
Section GRN DC No MTC
Sr. No. Tower set no No Remark
No No. Date Provided
Date

On behalf of the
SUPPLIER
By:
Name:
Title:

Page 91 of 108
 SCHEDULE 11 B

SPECIMEN OF MINOR COMPONENTS DEEMED MATERIAL

VERIFICATION CERTIFICATE

This certificate is issued pursuant to the Supply Agreement dated [ ] (the ‘Agreement’) entered into by [ ],
having registered office at [ ] (the ‘Purchaser’) and Siemens Gamesa Renewable Power Private Limited,
having registered office at [ ] (the ‘Supplier’).

On [insert date], the Supplier has delivered to the Purchaser [insert description of the WTGs that is the object
of Delivery, including number of units] at the WTG location situated at [ ] Village, [ ] District, [ ] State in
good condition.

This certificate is issued as per the provision of Minor Components Deemed Material verification
Certification described in Clause [ ] of above mentioned Agreement.

Total Lot No:-

Site: Type of WTG: Lot size: WTGs
Capacity: Date:-

Minor Sr. No. (if Numbers of LR

GRN DC No
Equipment available) sets No Date Remark
No. Date
Anchor Cage

Tower lift

Ground
Controller

Tower
fasteners

Tower cables

Any other
component

On behalf of the
SUPPLIER
By:
Name:
Title:

Page 92 of 108
 SCHEDULE 12
QHSE PLAN

Attached Separately

Page 93 of 108
 SCHEDULE 13
ESCROW DOCUMENTS LIST

Attached Separately

Page 94 of 108
 SCHEDULE 14
DOCUMENTS AND DRAWINGS

Document Reference
Number/Release date
QAP Nacelle SG-NAC-SG145-001 dated 29/06/2021
QAP Blade PC-02726/A1 dated 20/03/2021
QAP Tower SQP_SGRE _Tower_001 dated 22/04/2021
QAP Hub SG_NAC_SG145_003 dated 29/06/2021
SOP, SG 3.465 Finished Goods Packing & Transport
Procedure - Nacelle & Hub road transport procedure
in India
SOP, SG 3.465 Finished Goods Packing & Transport
LQ-C-018 dated 30 Mar 2021
Procedure - Blade road transport procedure in India
SOP, SG 3.465 Finished Goods Packing & Transport
Procedure - Tower Section road transport procedure
in India

Page 95 of 108
 SCHEDULE 15
COMPLIANCE CHECKLIST

Attached Separately

Page 96 of 108
 SCHEDULE 16
WTG COORDINATES

Sr. No. WTG-ID Zone Easting Northing

1 SGTA001 43 P 592674 1722709
2 SGTA002 43 P 592773 1722119
3 SGTA003 43 P 592821 1721534
4 SGTA004 43 P 592855 1720933
5 SGTA005 43 P 592890 1720330
6 SGTA006 43 P 592919 1719731
7 SGTA007 43 P 592896 1718714
8 SGTA008 43 P 592858 1717894
9 SGTA009 43 P 592900 1717306
10 SGTA010 43 P 592935 1716725
11 SGTA011 43 P 592984 1716137
12 SGTA012 43 P 593019 1715537
13 SGTA013 43 P 592934 1714928
14 SGTA014 43 P 593218 1714309
15 SGTA015 43 P 593855 1722486
16 SGTA016 43 P 593963 1721896
17 SGTA017 43 P 594085 1721329
18 SGTA018 43 P 594201 1720756
19 SGTA019 43 P 594309 1720176
20 SGTA020 43 P 594391 1719493
21 SGTA021 43 P 594510 1718899
22 SGTA022 43 P 594761 1717634
23 SGTA023 43 P 594953 1717084
24 SGTA024 43 P 595012 1716515
25 SGTA025 43 P 595167 1715961
26 SGTA026 43 P 595296 1715395
27 SGTA027 43 P 595402 1714821
28 SGTA028 43 P 595483 1714243
29 SGTA029 43 P 595350 1721836
30 SGTA030 43 P 595442 1721270
31 SGTA031 43 P 595530 1720690
32 SGTA032 43 P 597044 1720185
33 SGTA033 43 P 597159 1719584
34 SGTA034 43 P 597261 1718997
35 SGTA035 43 P 597390 1718430
36 SGTA036 43 P 597513 1717829
37 SGTA037 43 P 597628 1717228
38 SGTA038 43 P 597723 1716655
39 SGTA039 43 P 597860 1715837

Page 97 of 108
Sr. No. WTG-ID Zone Easting Northing
40 SGTA040 43 P 597982 1715243
41 SGTA041 43 P 598090 1714675
42 SGTA043 43 P 599483 1722752
43 SGTA044 43 P 599414 1722172
44 SGTA045 43 P 599558 1721606
45 SGTA046 43 P 599631 1721026
46 SGTA047 43 P 598984 1720507
47 SGTA048 43 P 599092 1719920
48 SGTA049 43 P 599187 1719340
49 SGTA050 43 P 599302 1718768
50 SGTA051 43 P 599410 1718198
51 SGTA052 43 P 599505 1717617
52 SGTA053 43 P 599614 1717041
53 SGTA054 43 P 599727 1716458
54 SGTA055 43 P 599803 1715203
55 SGTA056 43 P 599936 1714651
56 SGTA57 43 P 600731 1714134
57 T-1 43 P 601578 1718770
58 T-2 43 P 601641 1718227
59 T-3 43 P 602110 1714704
60 T-4 43 P 602110 1715211
61 T-5 43 P 602110 1715719
62 T-6 43 P 602110 1716226
63 T-7 43 P 602110 1716734
64 T-8 43 P 601679 1717196
65 T-9 43 P 601664 1717710
66 T-10 43 P 601967 1719471
67 L2-57 43 P 598162 1713768
68 L2-4 43 P 589882 1712337
69 L2-5 43 P 590078 1711910
70 L2-20 43 P 591453 1713325
71 L2-21 43 P 591606 1712903
72 L2-22 43 P 591738 1712453
73 L2-23 43 P 591566 1711929
74 L2-41 43 P 592720 1711804
75 L2-60 43 P 595276 1712374
76 L2-62 43 P 595189 1711874
77 L2-58 43 P 595564 1713277
78 L2-59 43 P 595811 1712810
79 L2-61 43 P 595108 1711327
80 L2-68 43 P 598230 1713252
81 L2-69 43 P 598255 1712675

Page 98 of 108
Sr. No. WTG-ID Zone Easting Northing
82 L2-70 43 P 598216 1712238
83 L2-71 43 P 598218 1711796
84 L2-7 43 P 590534 1711525
85 L2-3 43 P 589950 1712838
86 AL-9 43 P 593068 1713257
87 AL-8 43 P 593175 1712850
88 AL-7 43 P 593705 1712224
89 L2-19 43 P 591148 1713751
90 L2-56 43 P 595177 1713706
91 L2-2 43 P 589833 1713272
92 L2-1 43 P 589744 1713730
93 AL-10 43 P 592994 1713631

Page 99 of 108
 SCHEDULE 17
APPROVED VENDOR LIST

Attached Separately (23.220-ECM061)

Page 100 of 108

 SCHEDULE 18
INDEXATION

Steel Price Indexation Formula

In case of (i) modifications to the price index for steel, as defined below, the Total Supply Price
stated in Clause 5.1 shall be subject to indexation according to the following formula:

𝑆𝑡1
𝑑𝑃𝑆𝑡1 = [ 𝑃𝑆𝑡0 × 𝑊𝑇𝐺 × ( ) ] − [ 𝑃𝑆𝑡0 × 𝑊𝑇𝐺 ]
𝑆𝑡0
Wherein:
𝑑𝑃𝑆𝑡1 = Resulting adjustment to Total Supply Price due to Steel Price indexation
formula to be calculated at Validation Date
𝑃𝑆𝑇0 = INR 2,70,60,442/- (Indian Rupees Two Crore Seventy Lakh Sixty Thousand
Four Hundred and Forty Two only)
𝑊𝑇𝐺 = Number of wind turbines for which the Steel order to be placed
𝑆𝑡1 = Applicable monthly average CRU published steel plate India Mumbai
delivered price of the Validation Date.
𝑆𝑡0 = Applicable monthly average CRU published steel plate India Mumbai
delivered price for the month of May 2021, As per Annex-1
Validation Date = for the above purpose the Validate Date shall be as under –
(a) For first 20 WTG – 31st July, 2021
(b) For next 25 WTG – 15st October, 2021
(c) For next 24 / 48 WTG – 31st December, 2021 for 24 / 48 WTG or 24 WTG 31st
December, 2021 and for balance 24 WTG on or before 21st Feb, 2022.

The above formula applies for the SG 3.465 HH 127.5m. If additional options are taken the
formula will be revised to reflect the change in the proportion of steel in the overall scope. 𝑃0
is subject to revision based on suitability and changes to product configuration as required.

In the event of changes or a discontinuation of the contractual applicable parameter, the Parties
shall mutually agree to substitute the applicable parameter and introduce a formula which
produces as nearly as is practicable in all the circumstances the same balance in the commercial
interests of the Parties.

Annex 1 - Indices of the respective tower sourcing

Applicable Index CRU Mumbai for steel plates

products - delivered price

A. Illustration for 31st July’21 of steel order for 20 WTGs

𝑆𝑡1
𝑑𝑃𝑆𝑡1 = [ 𝑃𝑆𝑡0 × 𝑊𝑇𝐺 × ( ) ] − [ 𝑃𝑆𝑡0 × 𝑊𝑇𝐺 ]
𝑆𝑡0
Wherein:
𝑑𝑃𝑆𝑡1 = result of the above formula

Page 101 of 108

 𝑃𝑆𝑇0 = INR 2,70,60,442/- (Indian Rupees Two Crore Seventy Lakh Sixty Thousand
Four Hundred and Forty Two only)
𝑊𝑇𝐺 = 20
𝑆𝑡1 = Applicable monthly average CRU published steel plate India Mumbai
delivered price for the month of July 2021
𝑆𝑡0 = Applicable monthly average CRU published steel plate India Mumbai
delivered price for the month of May 2021.

B. Illustration for 15th Oct’21 of steel order for 25 WTGs

𝑆𝑡1
𝑑𝑃𝑆𝑡1 = [ 𝑃𝑆𝑡0 × 𝑊𝑇𝐺 × ( ) ] − [ 𝑃𝑆𝑡0 × 𝑊𝑇𝐺 ]
𝑆𝑡0
Wherein:
𝑑𝑃𝑆𝑡1 = result of the above formula
𝑃𝑆𝑇0 = INR 2,70,60,442/- (Indian Rupees Two Crore Seventy Lakh Sixty Thousand
Four Hundred and Forty Two only)
𝑊𝑇𝐺 = 25
𝑆𝑡1 = Applicable monthly average CRU published steel plate India Mumbai
delivered price for the month of October, 2021
𝑆𝑡0 = Applicable monthly average CRU published steel plate India Mumbai
delivered price for the month of May 2021.

C. Illustration for 31st Dec’21 of steel order for 24/48 WTGs, as the case may be

𝑆𝑡1
𝑑𝑃𝑆𝑡1 = [ 𝑃𝑆𝑡0 × 𝑊𝑇𝐺 × ( ) ] − [ 𝑃𝑆𝑡0 × 𝑊𝑇𝐺 ]
𝑆𝑡0
Wherein:
𝑑𝑃𝑆𝑡1 = result of the above formula
𝑃𝑆𝑇0 = INR 2,70,60,442/- (Indian Rupees Two Crore Seventy Lakh Sixty Thousand
Four Hundred and Forty Two only)
𝑊𝑇𝐺 = 24/48, as the case may be
𝑆𝑡1 = Applicable monthly average CRU published steel plate India Mumbai
delivered price for the month of December, 2021.
𝑆𝑡0 = Applicable monthly average CRU published steel plate India Mumbai
delivered price for the month of May 2021,

Note : The Purchaser shall have the right to postpone steel order placement for 31st December,
2021 month till 21st Feb, 2022 in respect of upto 24 WTGs. In such case the -

𝑆𝑡1 = Applicable monthly average CRU published steel plate India Mumbai delivered price
for the month of January, 2022, if order placed in January, 2022

Page 102 of 108

OR

𝑆𝑡1 = Applicable monthly average CRU published steel plate India Mumbai delivered price
for the month of February, 2022, if order placed in February, 2022

Page 103 of 108

 SCHEDULE 19

DRAFT GUARANTEE CUM UNDERTAKING

This GUARANTEE CUM UNDERTAKING (the “Undertaking”) is made on this • day of

• [date]

BY

RENEW POWER PRIVATE LIMITED (CIN: U40300DL2011PTC291527) a company

duly incorporated under the laws of India having its with registered office at 138, Ansal
Chamber-II, Bhikaji Cama Place, New Delhi-110066 and corporate office at ReNew.Hub,
Commercial Block-1, Zone 6, Golf Course Road, DLF City Phase -V, Gurugram-122 009
(hereinafter referred to as the “RPPL” which expression shall unless repugnant to the context
or meaning thereof be deemed to mean and include its successors and permitted and assigns);

ON BEHALF OF

RENEW SURYA OJAS PRIVATE LIMITED (CIN No. U 40106DL2019PTC357695) a

company duly incorporated and existing under the laws of India having its registered office at
138, Ansal Chamber-II, Bhikaji Cama Place, New Delhi-110066 and corporate office at
ReNew.Hub, Commercial Block-1, Zone 6, Golf Course Road, DLF City Phase -V, Gurugram-
122 009 (hereinafter referred to as the "Confirming Party" which expression shall unless
repugnant to the context or meaning thereof be deemed to mean and include its successors and
permitted and assigns);

IN FAVOUR OF

SIEMENS GAMESA RENEWABLE POWER PRIVATE LIMITED, (CIN:

U74991TN2006PTC079179) a company duly incorporated and existing under the laws of India
and having its with registered office at The Futura IT Park, Block B, 8th Floor, No. 334, Rajiv
Gandhi Salai, Sholinganallur, Chennai – 600 119, Tamil Nadu, India (hereinafter referred to as
the “Beneficiary” which expression shall unless repugnant to the context or meaning thereof
be deemed to mean and include its successors and permitted and assigns).

RPPL, Beneficiary and the Confirming Party are, where the context permits, referred to
collectively as “Parties” and individually as “Party”.

WHEREAS

(A) The Beneficiary has entered into Supply Agreement dated ________, with the
Confirming Party for supply of 93 numbers of SG 3.465 145 WTGs for 322.245 MW
Wind Power Project at Tondehal Site in the state of Karnataka (“Project”).

(B) The Beneficiary has entered into Material Handling Equipment Agreement dated
______, with the Confirming Party to provide MHE tools as mentioned therein.

(C) Both the Supply Agreement and the Material Handling Equipment Agreement shall
herein be collectively referred to as the Project Agreements.

Page 104 of 108

(D) Pursuant to the above, the RPPL is executing this Undertaking to ensure that RPPL,
shall fulfil all the payment obligations as per payment terms provided under the Project
Agreements and its obligations towards establishing the Letter of Credit and its
replenishment in accordance with the terms of the Project Agreements towards the
Beneficiary.

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein,
the Parties hereto agree as follows:

1. INTERPRETATION

In this Undertaking and the recitals hereto, unless the context otherwise requires or
unless otherwise defined or provided for in this Undertaking, the capitalised terms,
words and expressions used herein shall have the same meaning attributed to them
under the Project Agreements.

2. UNDERTAKING

2.1 In consideration of entering into the Project Agreements with the Beneficiary, RPPL
unconditionally and irrevocably assures to the Beneficiary the due and punctual
performance of Confirming Party’s payment obligations as per payment terms provided
under the Project Agreements and the obligations towards establishing the Letter of
Credit and its replenishment in accordance with the terms and timelines of the Project
Agreements (the “Assured Obligations”). To the extent any of the Assured
Obligations remain unfulfilled under the Project Agreements, then RPPL shall (directly
or through its Affiliate) fulfil such Assured Obligations upon the Beneficiary giving
notice/demand to RPPL in accordance with the terms and conditions of this
Undertaking simultaneously along with the notice provided under the Project
Agreements .

2.2 The liability of RPPL hereunder shall not be reduced or discharged by any alteration in
the relationship between the Parties (with or without the knowledge or consent of
RPPL), or by any forbearance or indulgence towards the Beneficiary whether as to
payment, time, performance or otherwise.

2.5 In the event, Assured Obligations are not completed as per the Project Agreements, then
RPPL shall complete the Assured Obligations (either directly or through its Affiliate)
within 17 (seventeen) days of notice/demand/invocation of this Undertaking by the
Beneficiary.

3. LIMITATIONS OF LIABILITY

Notwithstanding anything to the contrary contained in this Undertaking, the liability of

the RPPL pursuant to this Undertaking shall not exceed the total price of the Project
Agreements under the Project Agreements i.e. INR _________________/- (Indian
rupees _____________________ Only) (the “Maximum Amount”). However, it is
clarified that the Maximum Amount shall be reduced to the extent the payments have
been made to the Beneficiary under the Project Agreements.

Page 105 of 108

4. EXPIRY

4.1 This Undertaking shall be valid from the date it is signed and shall automatically expire
upon fulfilment / settlement of all the Assured Obligations between the Parties as agreed
in writing.

4.2 The Beneficiary undertake to return this Undertaking to RPPL immediately following
the expiry as mentioned above in clause 4.1.

5. ASSIGNMENT

RPPL shall not assign or transfer this Undertaking without the prior consent of the
Beneficiary, which shall not be unreasonably withheld or delayed. In case of any of the
Project Agreements assigned to any other entity either belong to RPPL’s affiliates or
its group companies then in such an event, this Undertaking shall remain valid and
unaltered to ensure the Assured Obligations as mentioned herein. The Assured
Obligations in this Undertaking shall remain unaltered and survive subsequent to any
assignment or transfer of Project Agreements to any of its Affiliates by RPPL.

6. NOTICES

6.1 Any notice to or demand on the RPPL to be served under this Undertaking must be in
writing and be delivered in person or sent by recorded delivery post to the RPPL at its
address appearing in this Undertaking or at such other address as it may have notified
to the Beneficiary.

6.2 Any such notice or demand shall be deemed to have been served:

(i) if delivered in person, at the time of delivery; or

(ii) if posted, upon receipt by the RPPL.

7. WAIVER

7.1 Except as specifically provided herein, no delay or omission of the Beneficiary in

exercising any right, power or privilege under this Undertaking shall impair or be
construed as a waiver of such right, power or privilege nor shall any single or partial
exercise of any such right, power or privilege preclude any further exercise of such
right, power or privilege or the exercise of any other right, power or privilege.

8. PARTIAL INVALIDITY, AMENDMENTS

8.1 The invalidity, illegality or unenforceability in whole or in part of any of the provisions
of this Undertaking shall not affect the validity, legality and enforceability of the
remaining part or provisions of this Undertaking.

8.2 Any term or provision of this Undertaking may only be amended, modified, altered,
waived, supplemented or terminated in writing signed by the Beneficiary and RPPL.
Such writing requirement may only be waived in writing and may not be substituted by
electronic form.

Page 106 of 108

9. REPRESENTATIONS AND WARRANTIES

RPPL represents and warrants that: (i) it is a corporation duly organized and validly
existing under the laws of the jurisdiction of its incorporation and has the corporate
power and authority to execute, deliver and carry out the terms and provisions of this
Undertaking; (ii) no authorization, approval, consent or order of, or registration or filing
with, any court or other governmental body having jurisdiction over RPPL is required,
or if required has already been taken, on the part of RPPL for the execution and delivery
of this Undertaking; (iii) this Undertaking constitutes a valid and legally binding
obligation enforceable against it in accordance with its terms; (iv) neither the execution
nor the delivery or performance of this Undertaking shall contravene any provision of
applicable law or any order, writ, injunction or decree of any court or governmental
authority binding upon it nor conflict with its constitutional documents or any
agreement or other instrument to which it is a party or which is binding upon it or any
of its assets; (v) no winding up or insolvency petition (voluntary or involuntary) is filed
by or against it; (vi) no litigation or suit is pending against it or filed by it which might,
if adversely determined, have a material adverse effect on its business, assets or
financial condition; and (vii) neither it nor any of its assets enjoys any right of immunity
from set-off, suit or execution in respect of its obligations under this Undertaking nor
is it subject to any insolvency, bankruptcy or reorganisation.

10. DISPUTE RESOLUTION AND GOVERNING LAW

10.1 This Undertaking shall be exclusively governed by the laws of India. The courts in New
Delhi shall have exclusive jurisdiction over any matter in respect of this Undertaking.

10.2 If any Dispute or difference arises between any of the Parties (including any of the
Parties to the Project Agreements hereto during the subsistence of the Project
Agreements and this Undertaking or thereafter, in connection with the validity,
interpretation, implementation or alleged material breach of any provision of the Project
Agreements and this Undertaking, the Parties hereto shall endeavour to settle such
dispute amicably. If after 30 (thirty) days from the commencement of amicable
negotiations, both Parties are unable to resolve the dispute amicably, then the
Beneficiary and/or RPPL shall be entitled to refer the Dispute to arbitration as per this
Clause 10.3 hereinbelow.

10.3 Arbitration

(a) In the event that the Parties fail to resolve any disputes in accordance with
Clause 10.2, the Parties agree to refer such Dispute to arbitration. The venue of
arbitration shall be New Delhi. Each Party will appoint one arbitrator and the
two appointed arbitrators will appoint the third arbitrator who will act as a
presiding arbitrator. The language of such arbitration shall be English. The
arbitration shall be conducted as per the Arbitration and Conciliation Act, 1996
and its subsequent amendments as amended and in effect at the time of reference

(b) Responsibility of payment for all costs of arbitration, excepting counsel fees,
shall be as per the arbitration award.

Page 107 of 108

 While any Dispute under this Undertaking is pending, the Parties shall
continue to perform all of their respective obligations under this
Undertaking without prejudice to the final determination in accordance
with the provisions under this Clause 10.

10.4 Subject always to the dispute resolution provision in this Clause 10 and
the adjudication of disputes finally by arbitration, the Parties agree that
nothing in this Clause 10 shall preclude any Party from seeking urgent
interim relief, including specific performance, from the court of
appropriate jurisdiction as may be permitted under Applicable Law.

10.5 The provisions of this Clause 10 shall survive the termination of this
Undertaking and the Project Agreements.

11. EXCLUSION OF THIRD-PARTY RIGHTS

Any person who is not a party to this Undertaking shall have no right under it.

Signed by duly authorised for and on behalf of RPPL

BAL RAM Digitally signed by
BAL RAM MEHTA

MEHTA 20:09:11 +05'30'

Date: 2021.07.05

_______________________________________________
Signature(s) of signatories of the RPPL

Signed by duly authorised for and on behalf of Confirming Party

Digitally signed
BAL RAM by BAL RAM
MEHTA
MEHTA Date: 2021.07.05
20:09:36 +05'30'
_______________________________________________
Signature(s) of signatories of the Confirming Party

Signed by duly authorised for and on behalf of Beneficiary

Acknowledged_______________________________________________
Signature(s) of signatories of the Beneficiary

Page 108 of 108