Hitachi Rail STS S.P.

A
2nd Floor, 207, The Capital, G - Block, Bandra - Kurla Complex, Andheri
Maharashtra 400098
Maharashtra
Tel. No. +91 022 67870400 Fax
GST No. 27AAKCA0566E1ZT
Company with sole shareholder and subject to direction and coordination
of Hitachi Ltd

Purchase Order Company

ORDER N. OF VERSION N. OF
VARIETY ENTERPRISES Ganesh old papermart
1220061733 06.06.2023 Opp
BUYER PHONE
BPC PRASHANT CHOLLI 918043400200 SHOP NO 2, ICICI Bank Sahar Road An
APPROVED BY DATE
KJOSHI 20.06.2023 OSWP

CURRENCY : INR Vendor number 195241

INCOTERMS : Vendor GST No.
PAYMENT CONDITION : 14 DAYS FROM INVOICE DATE 27BTYPB0210M1ZL
Delivery to:
Hitachi Rail STS S.P.A
2nd Floor, 207, The Capital,
G - Block, Bandra -
Kurla Complex, Andheri
400098 Mumbai - Maharashtra
State: Maharashtra

CONSUMABLES:
PROJECT: NMM

For purchase order acceptance a signed copy must be returned to the below address
____________________________________________________________________________________________________________________________________________________________

Item Material code Description Quantity UM Delivery Price Value

10 Consumable Materials for AMC-NMML-1 proj 07.04.2023 48,346.00
WBS Element: INBMMU61AAGSSC
CC: INB103640
RATES AND LIST OF ITEMS AS PER ANNEXURE TO THIS PO.
____________________________________________________________________________________________________________________________________________________________

FIXED AND FIRMED TOTAL PRICE INR 48,346.00

____________________________________________________________________________________________________________________________________________________________

OTHER CONTRACTUAL:
OTHER TERMS & CONDITIONS:
A)ORDER ACKNOWLEDGMENT: KINDLY ACKNOWLEDGE AND RETURN ONE COPY OF THE P.O. DULY SIGNED ON CONTRACTOR
SIGNATURE COLUMN WHICH WILL ENABLE US TO ACCOUNT YOUR INVOICES AS SOON AS WE RECEIVE THE SAME. IN THE ABSENCE
OF ACKNOWLEDGEMENT NO INVOICES WILL BE ACCOUNTED.
B)PRICES: THE PRICES ARE FIRM AND FINAL AND NOT SUBJECT TO ANY VARIATION OR ALTERATION IN ANY CASE TILL THE
COMPLETION OF ALL SUPPLIES/SCOPE OF WORK.
C)TIME IS OF ESSENCE OF THIS PURCHASE ORDER. FOR DELAY IN SUPPLIES, RISK PURCHASES WILL BE MADE FROM OTHER
SOURCES AND EXTRA COST INCURRED BY HITACHI RAIL STS IN PROCURING THE MATERIAL SHALL BE RECOVERED FROM YOU.
D)ALL DOCUMENTS SHOULD BEAR HITACHI RAIL STS PURCHASE ORDER NO. AND DATE.
E)SEPARATE INVOICE SHOULD BE RAISED BY VENDOR FOR EACH PURCHASE ORDER AND EACH CONSIGNMENT.
i.INVOICE SHOULD CONTAIN COMPLETE DESCRIPTION, CLASSIFICATION, TIME AND DATE OF REMOVAL OF, MODE OF TRANSPORT,
VEHICLE REGISTRATION NUMBER, RATE OF DUTY, QUANTITY AND VALUE OF GOODS AND DUTY PAYABLE THEREON.
ii.INVOICE SHALL FURTHER INCLUDE THE FOLLOWING ADDITIONAL DETAILS, WHEREVER APPLICABLE:
a)VENDOR’S GST REGISTRATION NUMBER ALONG WITH THE REGISTERED ADDRESS.
b)HITACHI RAIL STS’S RESPECTIVE GST REGISTRATION NUMBER, NAME AND ADDRESS.
c)HSN CODE / SERVICES ACCOUNTING CODE ALONG WITH DESCRIPTION OF SAID GOODS / SERVICES.
d)PLACE OF SUPPLY.
______________________________________________________________________________________________________________________________________________________
Hitachi Rail SPA - India Branch- CIDCOproject
Foreign Company Registration No: F04775 Dt.28.07.2014
GST No. 27AAKCA0566E1ZT
Company with sole shareholder and subject to direction and coordination of Hitachi Ltd.
802-B, 8th Floor, Grande Palladium
175, CST Road, Kalina
Santacruz (East)
Mumbai- 400098
Maharashtra, India
Ph: +91 022 67870400
 P.O. N. DATE VERS. VERS.DATE VENDOR BUYER Page
1220061733 06.06.2023 195241 BPC PRASHANT CHOLLI 2/ 6

e)GST BE SHOWN SEPARATELY ALONG WITH RATE OF GST

f)IF GST IS PAYABLE UNDER REVERSE CHARGE MECHANISM, THE SAME SHOULD BE MENTIONED IN INVOICE.
g)ANY OTHER DETAILS AS MANDATED BY THE PROVISIONS TO MAKE THE INVOICE GST COMPLIANT
h)VENDOR SHALL ENSURE THAT HITACHI RAIL STS SHOULD RECEIVE THE INVOICE WITHIN 5 DAYS FROM DATE OF ISSUE OF SUCH
INVOICE.
F)SUPPLIER SHOULD NECESSARILY TAG THE MATERIAL CONTAINING INFORMATION SUCH AS DESCRIPTION, HITACHI RAIL STS ITEM
CODE ETC. IN ADDITION TO THE CONSOLIDATED PACKING LIST.
G)OBSERVATIONS BY HITACHI RAIL STS’S QUALITY CONTROL LABORATORY / INSPECTION ENGINEERS WILL BE FINAL AND BINDING
FOR PAYMENT.
H)REJECTED MATERIALS SHALL BE LYING AT HITACHI RAIL STS SITE AT THE RISK AND COST OF THE SUPPLIER AND THE SAME
SHALL BE RETURNED TO YOU ON FREIGHT TO PAY BASIS, IF NO INFORMATION IS RECEIVED FROM YOUR SIDE FOR COLLECTION OF
MATERIAL WITHIN 15 DAYS OF DISCREPANCY INTIMATION TO YOU.
I)SUPPLIERS DELIVERING MATERIALS AT HITACHI RAIL STS SITE SHOULD TAKE SECURITY SEAL ON ALL THE DOCUMENTS AND
DELIVER THE MATERIALS AT DESIGNATED STORES ONLY.
J)THIS ORDER IS WITHIN THE RIGHTS OF THE HITACHI RAIL STS AND RESERVES THE RIGHT TO INTIMATE TO STOP SUPPLY OR
RESUME SUPPLY FOR THIS PURCHASE ORDER WITH A 24 HOURS NOTICE WITHOUT ASSIGNING ANY REASON.
K)HITACHI RAIL STS RESERVES THE RIGHTS TO REJECT MATERIAL IN CASE IT IS SUPPLIED EARLIER THAN THE SCHEDULED
DELIVERY DATE.
L)AVOID SPILLAGE / LEAKAGE OF MATERIAL DURING LOADING, TRANSIT & UNLOADING.
M)IF YOUR ITEMS CONTAIN ANY HAZARDOUS MATERIAL, THEN YOU HAVE TO DELIVER THE ITEMS ALONG WITH LATEST MATERIAL
SAFETY DATA SHEET.

PRICING TYPE:
i.VENDOR ACKNOWLEDGES THAT THE PRICE QUOTED TO HITACHI RAIL STS IS AFTER PROVIDING THE COMPLETE BENEFIT
ACCRUED TO HITACHI RAIL STS ON ACCOUNT OF MIGRATION TO GOODS AND SERVICE TAX (GST). THE SAID BENEFIT IS
CALCULATED AS PER THE ANTI-PROFITEERING LAW AS STATED IN SECTION 171 OF CENTRAL GOODS AND SERVICES TAX, ACT
2017. ACCORDINGLY, VENDOR SHALL RENDER ALL ASSISTANCE TO HITACHI RAIL STS AND PROVIDE THE REQUISITE SUPPORTING
DOCUMENTS AS AND WHEN REQUIRED BY HITACHI RAIL STS TO SUBSTANTIATE THE REDUCTION.
ii.UNLESS OTHERWISE STATED SEPARATELY, THE PRICE AGREED ARE INCLUSIVE OF ALL TAXES, ROYALTIES, DUTIES, LEVIES AND
ANY OTHER CHARGES LEVIABLE, INCLUDING TAX DEDUCTED AT SOURCE WHICH SHALL BE BORNE BY THE VENDOR. GOODS AND
SERVICE TAX (GST) SHALL BE CHARGED EXTRA AT APPLICABLE RATES ON THE PRICE WHEREVER APPLICABLE.
GST- APPLICABLE EXTRA.
PACKING : ROAD WORTHY/AIR WORTHY/SEA WORTHY AS APPLICABLE.
ANY DEFECT DUE TO PACKING IS TO THE ACCOUNT OF VENDOR.
FREIGHT CHARGE: INCLUDED IN PRICE.

PAYMENT:
100% WITHIN 30 DAYS FROM THE DATE OF RECEIPT OF MATERIAL SUBJECT TO ACCEPTANCE AND REQUISITE COMPLETE
DOCUMENTS.

TERMS OF DELIVERY:
DESPATCH DOCUMENTS:
FOLLOWING DOCUMENT SHOULD BE SENT ALONG WITH THE MATERIAL WHICHEVER IS APPLICABLE WITHOUT FAIL, FAILING WHICH
HITACHI RAIL STS WILL NOT PROCESS YOUR BILL.
ORIGINAL INVOICES
PACKING LIST.
DELIVERY CHALLAN,
MANUFACTURER TEST REPORTS,
INSPECTION REPORT,
MATERIAL CERTIFICATE.
WARRANTY CERTIFICATE.
INSTRUCTION MANUAL.
POD.

Hitachi Rail SPA - India Branch- CIDCOproject

Foreign Company Registration No: F04775 Dt.28.07.2014
GST No. 27AAKCA0566E1ZT
Company with sole shareholder and subject to direction and coordination of Hitachi Ltd.
802-B, 8th Floor, Grande Palladium
175, CST Road, Kalina
Santacruz (East)
Mumbai- 400098
Maharashtra, India
Ph: +91 022 67870400
 P.O. N. DATE VERS. VERS.DATE VENDOR BUYER Page
1220061733 06.06.2023 195241 BPC PRASHANT CHOLLI 3/ 6

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.
. . . .
. Hitachi Rail STS S.p.A.
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Hitachi Rail SPA - India Branch- CIDCOproject

Foreign Company Registration No: F04775 Dt.28.07.2014
GST No. 27AAKCA0566E1ZT
Company with sole shareholder and subject to direction and coordination of Hitachi Ltd.
802-B, 8th Floor, Grande Palladium
175, CST Road, Kalina
Santacruz (East)
Mumbai- 400098
Maharashtra, India
Ph: +91 022 67870400
 P.O. N. DATE VERS. VERS.DATE
1220061733 06.06.2023
Purchase Order Terms & Conditions
1. DEFINITIONS AND INTERPRETATION
Unless the context otherwise requires the following words and expressions used in
these Conditions will have the following meanings:
a) 'Applicable Laws' includes, but is not limited to any of the following:
(i) All laws, amendments, consolidations, replacements or re-enactments of such laws;
(ii) Local government legislation including regulations, by-laws and other subordinate or
delegated legislation and all export control, asset control and trade regulations and
including all legislation including regulations, by-laws and other subordinate or delegated
legislation and all export control, asset control and trade regulations applicable in India;
(iii) any approval, consent, exemption, licence, permit or regulation however
described, of a Government Agency or Government Authority or any other applicable persons,
whether autonomous or not, who is charged with the administration of a law and any
renewal of them (including any condition or requirement under them),that has a right
to give any consent or impose any requirement in respect of the Goods or Services
or the works or projects to which the Goods or Services relate;
(iv) all export and import laws, regulations, decrees and policies of any country in
which the Parties conduct business pursuant to the Purchase Order.
b) 'Conditions' means these terms and conditions for the provision of Goods and/or Services.
c) 'Confidential Information' means any information communicated by one party to the
other whether in writing, orally or in any other form or medium in relation to this Contract
and includes a party's operations, business or customers; marketing and financial data;
commercialisation; Intellectual Property Rights; methodology; concepts; product plans,
drawings and product specifications; manufacturing processes; future market and
product plans; trade secrets; know-how; technical; economic or other information not already
in the public domain.
d) 'Contract' means the contract established between the Principal and the Contractor for
the supply of Goods and/or the provision of Services by the Contractor to the Principal,
evidenced by this Purchase Order, and the receipt by the Principal
of the Contractor's acknowledgement within 14 days from the date of the Purchase Order.
e) 'Contractor' or 'Supplier' means the party to whom the Purchase Order is issued and named
as such in the Purchase Order including its successors and permitted assigns and sellers.
f) 'Customer' or 'End User' means any party who ultimately uses or is intended to
ultimately use the deliverables.
g) 'Force Majeure Event' means anything beyond the reasonable control of a Party that
prevents, delays or hinders that Party from or in fulfilling its obligations under the
Contract, including acts of terrorism, natural disaster, industrial action, or a failure
of a supplier, public utility or common carrier.
h) 'Goods' means the goods, materials, equipment and other products or items to be
supplied by the Contractor to the Principal as specified in the Purchase Order.
i) Hitachi Rail STS Hitachi Rail STS S.p.A. (formerly known as Ansaldo STS S.p.A.) means
the parent company of the Principal/Company.
j) 'Intellectual Property Rights' means any intellectual or industrial property,
including any copyright, trademark, patent, registered design, trade secret, circuit layout
or semiconductor rights.
k) 'Modern Slavery Breach' means human trafficking, forced labour, debt bondage
or employment of children, or similar offence including any conduct in breach of The
Child Labour (Prohibition and Regulation) Act, 1986, The Bonded Labour System
(Abolition) Act, 1976, provisions of the Indian Penal Code, Article 23 and 24 of the
Constitution of India, The Contract Labour (Regulation and And Abolition) Act,
1970 and all such laws that may be applicable.
l) 'Party' or Parties means the Principal, Contractor or both of them as the context requires.
m) 'Price' means the total price for the Goods and Services as stated therein the Purchase Order.
n) 'Principal' or 'Company' means a legal entity represented (as stated) in the
header/footer of this Purchase Order including its successors and permitted assigns.
o) 'Purchase Order' and/or 'Agreement' and/or 'Contract' means this document issued
by the Principal to the Contractor for the supply of Goods and/or the provision of
Services by the Contractor to the Principal.
p) 'Services' means the services to be provided by the Contractor to the Principal as
specified in the Purchase Order.
q) 'Site' means the location where works are undertaken by the Principal and/or
the Client in relation to the Goods and/or Services.
r) 'Taxes' any tax, levy, impost, deduction, charge, rate, duty or withholding which is
levied or imposed by a government authority, from time to time, including any stamp,
value added, goods and services or transaction tax, duty or charge.
s) 'Time for Completion' means the times or dates specified in the Purchase Order for
the completion of the Services and/or delivery of the Goods, as the case may be, as may be
adjusted from time to time.
t) 'Variation' means any modification, alteration or amendment
to Goods and/or Services.
u) 'Warranty Period' has the meaning given to it in clause 8b).
These Conditions form part of the Contract and, except and to the extent specifically agreed
otherwise by the Parties in writing, will apply to the exclusion of any and all other
conditions, quotations or documents, including any terms and conditions attached to the
Contractor's acknowledgement of this Purchase Order.
2. PRICE AND PAYMENT
a) Subject to clause 2c) and the payment terms (if any) stated on the first page of the Purchase
Order, the Principal will pay the Contractor's invoices on the finalbusiness day of the month
following the month during which the Principal receives the Contractor’s invoice.
b) Any increase in the cost of manufacture, delivery and supply of the Goods and / or Services for
any reason (including an increase in the rate of currency exchange) between the date of
the Purchase Order and the date of delivery or supply will be borne by the Contractor.
c) The Principal may deduct from or set off against amounts payable to the Contractor under
this Contract for any liquidated damages payable under clause 3d) or for any demand, claim,
damage, expense, and/or loss that the Principal has incurred or may incur in connection with the
Contractor's failure to ensure due and proper performance of its obligations under this Contract.
d) The Principal may refuse to make payment of an invoice if the Contractor does not clearly
display the Purchase Order number on its invoice under this Contract
3. TIME FOR COMPLETION
a) The Contractor must deliver the Goods or complete the Services, as the case may be, by
the Time for Completion.
Time is of the essence of the Contract.
b) Subject to clause 3c), the Time for Completion will be adjusted if and as reasonable to
take account of any Force Majeure Event by the duration of that event.
c) The Principal may, without incurring any costs and without incurring any liability
to the Contractor, suspend the delivery of the Goods or the performance of any Services
by notice in writing to the Contractor if the Principal is prevented from accepting the Goods
or from requiring the performance of the Services due to a Force Majeure Event.
d) If the Contractor fails to deliver the Goods or complete the Services by the Time
for Completion, the Contractor must pay to the Principal liquidated damages calculated at a
weekly rate of 1% of the part of the Price attributed to the Goods and / or Services up to a
maximum amount equal to 10% of the Price.
e) If liquidated damages are found to be voidable or otherwise unenforceable, general
law damages for delay will apply.
f) If the Contractor fails to deliver the Goods by the Time for Completion, the Principal
may, at its discretion terminate the Contract. Upon such termination, without prejudice
to the Principal's rights to recover liquidated damages from the Contractor under clause 3d),
claim damages or its rights under these Conditions, the Contractor must reimburse the Principal
any costs and reasonable expenses incurred by the Principal in obtaining other
goods in replacement of the Goods.
VENDOR BUYER Page
195241 BPC PRASHANT CHOLLI 4/ 6
4. DELIVERY OF GOODS
Unless the Contract expressly provides otherwise:
a) the Goods must be suitably packed and delivered by the Contractor:
(i) to the address specified in the Contract by the Time for Completion, or if no address
or date is specified then to the address and by the date agreed between the Parties; and
(ii) at its own risk and expense and by a method of transport chosen by the Contractor.
b) the Contractor will be liable for damage caused to Goods not packed or not suitably packed;
c) risk in the Goods will pass from the Contractor to the Principal upon acceptance by the Principal;
d) property in the Goods will pass from the Contractor to the Principal upon the earlier of:
(i) the Principal accepting delivery of the Goods; or
(ii) the Contractor becoming entitled to payment in respect of the Goods.
5. ACCEPTANCE OR REJECTION OF GOODS
a) All Goods will be received by the Principal subject to inspection before acceptance.
b) If any Goods are rejected due to non-compliance with the specifications required
by the Principal or are faulty or damaged, the Principal will informthe Contractor
as soon as practical and provide sufficient written detail identifying non-compliance.
c) Within 14 days of such notification and prior to any corrective action that
incurs costs, both parties will agree to one of the following solutions:
(i) the rejected delivery will be returned to the Contractor for credit or replacement
at Contractor's cost; or
(ii) the Contractor will undertake a repair or obtain a replacement acceptable to
the Principal at the Contractor's cost; or
(iii) the Principal will arrange for repair or replacement of the Goods at the Contractor's cost,
but failing agreement the Principal will select the solution it considers appropriate in
the circumstances including but not limited to termination ofthis Contract.
d) If a credit note is raised for Goods returned to the Contractor that the Principal has
paid for, all credits and reimbursements due in relation to short supply or faulty product
will be deducted from the next payment due to the Contractor. If nofurther payments are due,
then the Contractor must forward payment to the Principal within 7 days of receiving claim details.
e) in the event the Contractor is required, under the Contract, to install the Goods then
the cost of decommissioning and removing the defective Goods and the cost of reinstalling and
recommissioning the replacement Goods will be borne by the Contractor. In the event the
Principal or a third party is required to decommission and/or remove the defective Goods,
and/or install and/or commission the replacement Goods, the cost of doing so will be borne
by the Contractor and will constitute a debt payable on demand by the Contractor to
the Principal.
6. SITE CONDITIONS
The following clause 6 applies to the extent that any Services are performed at the
Principal's site or the Client's site.
a) The Contractor warrants that it is familiar with and will adhere to any rules, policies
and conditions imposed by the Principal or the Client in relation to a site, including,
but not limited to, in relation to OHS and access to Site.
b) The Contractor acknowledges that the Principal may be a contractor at a Site.
The Contractor will comply with any reasonable directions made by the Principal or the Client,
including without limitation, in relation to standards, policies or procedures relating to
rail safety and HSE.
c) The Contractor will indemnify the Principal in relation to any claims made against
the Principal to the extent caused by the Supplier's breach of this clause 6.
d) The Contractor acknowledges the presence of other third-party contractors at the Site
and shall be responsible for coordinating with all such contractors and interface contractors
for the purpose of fulfilling the obligations under this Contract.
7. VARIATIONS
a) At any time during the performance of the Contract, the Principal may by written notice
instruct the Contractor to give effect to a Variation.
b) The Time for Completion will be adjusted to such extent as is reasonable in all the
circumstances to take account of any Variations.
c) The Price will be adjusted to take account of Variations by:
(i) the Contractor submitting to the Principal a priced quotation
for acceptance by the Principal; or
(ii) if one or both Parties do not wish to proceed in accordance with clause 7(c)(i), then by
measurement & valuation at the rates & prices set out in Contract for similar work, if any; or
(iii) if there are no such rates and prices, then by measurement and valuation at reasonable
rates and prices determined by the Principal acting reasonably.
d) Notwithstanding any other provision of this clause 7, the Contractor is not obliged
to carry out any Variation if the combined net effect when taken
with all other Variations would increase or decrease the Price by more than 25%.
8. WARRANTY
a) The Contractor warrants that:
(i) the Goods will conform as to quality, quantity, description, specifications & drawings referred
to in the Contract, be free from defects in design, materials and workmanship,
that if performance standards are specified for the Goods then the Goods are capable of
performing at such performance standards;
(ii) Goods are free of all liens & encumbrances and Contractor has good title to them;
(iii) the Services will be provided using all reasonable skill and care;
(iv) the Goods/Services are fit and sufficient for the purpose which they are intended; and
(v) the Goods and Services strictly comply with all applicable
laws, regulations, standards and codes.
(vi) all the Contractor's Personnel are eligible to work in the required country in the position
description required by Principal including but not limited to possessing the necessary
visas and other immigration clearances in respect of the performance of the Services.
b) The Contractor warrants that the Goods and Services are free from any omissions, defects
or failures whether due in whole or part from faulty design, materials or workmanship
or any other cause which occurs (whether or not apparent) at any time for 12 months from
the Time for Completion ('the Warranty Period'), during which the Contractor must repair
or replace such Goods or perform such Services, as the case may be, to the satisfaction of
the Principal where an error, omission, defect or failure in the Services or Goods arises.
c) A new and separate warranty period of 12 months will apply for any Goods repaired or
replaced or any Services re-performed under this Contract, commencing on the date the
repair, replacement or re-performance is completed.
d) The Contractor must obtain and ensure the Principal receives:
(i) the full benefit of any manufacturer or other relevant third parties' warranties in
respect of the Goods and Services;
(ii) maintenance and operating manuals; and
(iii) an up to date register of all assets including a register of all express and implied
warranties pertaining to those materials used in the Goods and Services as provided
by the relevant supplier in a form that is assignable to any one or more of the Principal's
upstream customers in relation to the project for which this purchase is made.
9. INDEMNITY
The Contractor indemnifies the Principal against:
a) loss of or damage to property of the Principal in or upon which the work under the Contract
is carried out;
b) claims by any person against the Principal in respect of personal injury or death or loss
of or damage to any property, arising out of or as a consequence of the carrying out by
the Contractor of the work under the Contract,
except that the Contractor's liability to indemnify the Principal will be reduced
proportionately to the extent that a negligent act or omission of the Principal or employees
or agents of the Principal may have contributed to the loss, damage, death or injury.
10. LIABILITY
a) Neither Party shall be liable to the other for any loss of profits or anticipated profits, indirect,
consequential, special or punitive damages including but not limited to loss of use, loss of
production,loss of income,loss of reputation, business interruption or diminution of share price.
b) The Principal's maximum aggregate liability to the Contractor pursuant to this
Contract is limited to the amount of the Price.
 P.O. N. DATE VERS. VERS.DATE
1220061733 06.06.2023
11. INTELLECTUAL PROPERTY RIGHTS
a) Unless otherwise agreed between the Parties, any and all Intellectual Property Rights
generated by Contractor in performance of Contract, or subsisting in or relating to the
Goods and Services will, subject to the rights of third parties, vest in the Principal.
b) To the extent that any Intellectual Property Rights in the Goods and / or Services supplied
by the Contractor under this Contract are owned by third parties, the Contractor will
obtain from such third parties, the grant to the Principal of a worldwide, non-exclusive,
perpetual licence to use and to sub-licence the use of such Intellectual Property Rights.
c) The Intellectual Property Rights in all tools, patterns, materials, drawings,
specifications and other data provided by the Principal to the Contractor will at all
times vest in the Principal and must be used by the Contractor solely for the purpose
of performing its obligations under the Contract.
d) Upon completion of the Contract, the Contractor must return such tools, patterns, materials,
drawings, specifications and other data to the Principal.
e) The Contractor indemnifies and will keep indemnified the Principal against all claims, costs,
expenses arising from any infringement of Intellectual Property Rights arising from the use
of the Goods or in respect of the Services provided by the Contractor.
12. CONFIDENTIALITY
a) Each party agrees to keep the Confidential Information of the other party secret and
confidential, and to ensure and be responsible for ensuring that its employees or agents do
not disclose and will not disclose such Confidential Information, except in the following
circumstances:
(i) with the prior written consent of the other party;
(ii) to the party's employees, officers and legal advisers but only to the extent they
need to know such information for the purposes of this Contract and they agree
to keep the information confidential;
(iii) where the Confidential Information is in the public domain through no fault of the
party disclosing the information; or
(iv) where the disclosure is required or permitted by law or the rules of any stock exchange to
which the party is subject.
b) Each party agrees:
(i) that the Confidential Information of a party remains the property of that party;
(ii) to keep the terms of this Contract confidential;
(iii) all information they supply to each other is supplied in strict confidence and is
to be used solely by the recipient for the purpose carrying out its respective obligations
under this Contract.
13. PRIVACY AND DATA SECURITY
a) The Contractor will comply with all Applicable Laws which relate to privacy and
data security.
b) The Contractor warrants that it maintains the levels of cyber security as would be
required by a competent supplier exercising best industry practice.
c) To the extent that the Supplier is a processor of the Principal's data, including any
personal data, the Contractor undertakes to possess, store or otherwise treat the data
in a manner which prevents unauthorized access to, or disclosure of,such data.
14. TERMINATION
a) Without prejudice to any other rights or remedies it may have at law, the Principal
may, by providing written notice to the Contractor, immediately terminate the Contract:
(i) if the Contractor commits a serious breach of its obligations under the Contract and
fails to remedy the breach within 14 days from receipt of written notice from the Principal
requiring the Contractor to remedy the breach; or
(ii) if a receiving order is made against the Contractor, or the Contractor is unable to pay
its debts as they fall due, or seeks the protection of the Court against or enters into an
arrangement or composition with its creditors or, being a company, goes into liquidation whether
voluntary or otherwise (except for the purpose of solvent amalgamation or reconstruction),
or a receiver or manager on behalf of a creditor is appointed in respect of the Contractor; or
(iii) for breach of clause 23 (Modern Slavery) or clause 21 (HSTS Code of Ethics); or
(iv) for convenience at any stage prior to the Time for Completion.
In the event of a termination for convenience under this clause 14a) (iii), the Contractor
must deliver to the Principal all Goods ordered on behalf of the Principal prior to the
date of termination.
b) Upon termination of this Agreement for any reason, the Contractor's entitlement, provided it is
not in default, arising out of or in connection with this Contract (including the termination)
will be limited to any amount then due to the Contractor but unpaid as at the date of
termination and the Contractor will not be entitled to any other compensation or damages.
15. INSURANCE
a) The Contractor must before commencing work under the Contract obtain the required insurances,
including such insurance nominated by the Principal, in respect of the supply of Goods and/or
Services under the Contract from an insurer acceptable to the Principal.
b) The Contractor must provide certificates of currency in respect of such insurances when
requested by the Principal.
c) The effecting of insurance does not limit the liabilities or obligations of the Contractor
under the Contract.
16. OBLIGATIONS IN RELATION TO HEALTH, SAFETY AND ENVIRONMENT
a) When using the Principal's premises, facilities and equipment the Contractor must, and must
ensure that its personnel comply with all reasonable directions and the procedures of the Principal
relating to occupational Health, Safety & Envirionment (HSE) and security as notified by Principal.
b) The Contractor must:
(i) ensure that plant & systems of work used by Contractor and itspersonnel in supplying Goods
and/or Services under this Contract are safe and will not expose the Contractor, its personnel
or the employees and agents of the Principal or others at the workplace to hazards;
(ii) provide such information, instruction and training to its personnel as is necessary to
the supply of the Goods and / or Services under this Contract and to supervise
its personnel so as to ensure the said personnel will in the supply of the Goods
and/or Services do so in such a manner that they are not exposed to hazards; and
(iii) where it may not be practicable to avoid hazards in the supply of the Goods and / or
Services under this Contract, the Contractor must, on its own account and at its own expense,
provide its personnel with such adequate personal protective clothing and equipment as is
practical to protect them against hazards.
c) The Contractor having undertaken to take all necessary precautions to ensure the safety of its
personnel agrees that together with its personnel it may be required to demonstrate to the Principal
their competency to supply the Goods and / or Services safely prior to commencing them, and agrees
to provide evidence of competency when requested by the Principal.
d) The Contractor acknowledges and agrees that the Principal holds great importance on HSE
and has zero tolerance for any non-compliance with the Principal's HSE requirements including
without limitation any legal or contractual breach.
e) Any penalty imposed by Principle Employer/client on the Principal due to contractor's HSE
non-compliance, such penalty will be recovered from the Contractor's bill.
f) Comply with all statutory and legislative requirements including but not limited to the
relevant Health, Safety, and Environmental Acts and Regulations and guidelines and rail safety
obligations in the relevant jurisdictions in which the services are performed.
g) The Principal may conduct a full HSE audit of the Contractors work practices to ascertain
whether the Contractor is in compliance with the Principal's HSE Management System requirements
whether set out in the Contract or in any other documented policy.
h) All incidents occurring on the site must be reported as soos as reasonably practical, but in
no event later than the end of the shift on which the incident occurred or was discovered
by the Contractor's relevant management personnel. Incident reports must be accurate to ensure
proper investigation, discussion and remedial action.
VENDOR BUYER Page
195241 BPC PRASHANT CHOLLI 5/ 6
16. OBLIGATIONS IN RELATION TO HEALTH, SAFETY AND ENVIRONMENT (Cont.)
i) Establish, maintain and rigorously enforce practices that prioritise environmental protection
and sustainability;
j) To the maximum extent possible, reduce, reuse and recycle material within their manufacturing
operations and use recycling processes that employ closed-loop systems, wherever possible
to achieve maximal use of a material or product;
k) Ensure that hazardous waste is properly handled, stored and disposed of in accordance with
all relevent acts and regulations;
l) Optimise transportation strategies in order to minimise the environmental footprint of all
Products shipped, including consideration of transportation modes and distances as well as
packaging material types and quantities;
m) Ensure it optimises the environmental performance of the Products and operations through a life
cycle analysis approach for Products, processes and/or services, and endeavour to have
processes in place to identify and assess opportunities to reduce or eliminate the environmental
impacts of its activities, the Products they supply and the services that they perform.
17. TAXES
a) Goods and Service Tax (GST) shall be charges extra whenever applicable
b) Invoice raised by Vendor shall include the following additional details, wherever applicable:
(i) GST Registration number
(ii) Address
(iii) Principal's respective GST registration number, name, address
(iv) HSN Code/Services Accounting Code along with description of said goods/services
(v) Place of supply
(vi) The value of supply attributable to pure agent supply shall be shown separately in the invoice
(vii) GST shall be shown separately along with rate of GST
(viii)If GST is payable under Reverse Charge Mechanism, same should be mentioned in invoice
(ix) Any other details as mandated by the provisions to make the invoice GST compliant
c) Principal should receive the Contractor's invoice within 5 days from date of issue of such invoice
d) Contractor shall issue a receipt voucher in case of any advance payment received from
Principal and a refund voucher in case no supply is made against such advance. Such
documents shall be GST compliant and shall contain all particulars as may be prescribed to
make the said document GST compliant.
e) A debit note or a credit note, if required, shall be issued within 6 months from date of
issuance of original invoice. Such debit/credit notes shall contain all particulars as may
be prescribed including reference to original invoices, to make the said document GST compliant.
f) Contractor will be liable to pay GST to Government (unless chargeable under Reverse Charge
Mechanism), undertake GST compliances and abide by any additional conditions as required
by GST provisions to enable Principal to take the credit of the said GST. In case of
non-compliances, Contractor will indemnify Principal and such indemnification shall be in terms
of deduction in future payments or recoveries in any other manner. Additionally, vendor shall
provide the supporting's as and when required by Contractor to fulfill the above condition.
g) Contractor acknowledges that the price quoted to Principal is after providing the complete benefit
accrued of migration to GST. The said benefit is calculated as per the Anti-Profiteering as stated
in Section 171 of Central Goods and Services tax Act 2017. Accordingly, Principal shall provide
the requisite supporting's as and when required by Principal to substantiate the reduction.
18. PERFORMANCE SECURITY
a) If requested by the Principal, the Contractor must, within 7 days of the Contract, provide
to the Principal an on-demand bond from a bank approved by the Principal in a sum equal
to the Price and in a form acceptable to the Principal for the due observance and
performance of the Contract by the Contractor (Performance Bond) effective from the Time
for Completion and valid until the end of the Warranty Period. The cost of obtaining the
Performance Bond will be at the expense of the Contractor.
b) The Contractor acknowledges and agrees that the Principal may makea demand upon the
Performance Bond at any time in the Principal's absolute discretion.The Principal will be
entitled to deduct from or set off against the proceeds of any demand upon the
Performance Bond, all claims, damages, expenses, and losses it may incur or have incurred
in connection with the Contractor's failure to ensure due and proper performance of its
obligations under this Contract.
c) The Principal's rights in relation to the Performance Bond are without prejudice to its
other rights or remedies (whether contractual, statutory, legal, equitable or otherwise).
d) The Performance Bond (or any balance remaining for the credit of the Contractor) will be
refunded at the end of the Period.
19. DISPUTE RESOLUTION
a) Any dispute, controversy or claim arising out of or in connection with this Purchase
Order shall be settled by arbitration according to the Arbitration & Conciliation Act 1996
(including any amendment thereto) by sole arbitrator who shall be jointly appointed by the
Parties. The arbitration language shall be in English and the venue will be Bangalore, India.
20. ASSIGNMENT AND SUBCONTRACTING
a) No party may assign its interest in this Contract without the consent of the other
party, except that the Principal may assign or novate its interest in this Contract to
any company within the Hitachi Rail STS group of companies.
b) The Contractor may sub-contract its obligations under this Contract with the prior written
consent of the Principal.
c) The Contractor must ensure that any sub-contractor approved by the Principal observes all the
provisions of this Contract as if the sub-contractor were a party to this Contract. The
Contractor indemnifies the Principal for the acts, defaults and omissions of its
subcontractors as if they were those of the Contractor. Approval to subcontract will not
relieve the Contractor from any liability or obligation under this Contract.
21. HITACHI RAIL STS CODE OF ETHICS
a) In the performance of this PO/Agreement, the Contractor/Supplier undertakes to fully comply with
the Code of Ethics of the Company, based on Hitachi Rail STS S.p.A. Code of Ethics and the
Group Anti-Corruption Policy. The Contractor/Supplier acknowledges that it has received from
the Company an English version of the Code of Ethics, Group Anti- Corruption policy prior to
signing this Agreement. Copies of the Code of Ethics and the Group Anti-Coruption Policy
can be downloaded from Hitachi Rail STS's website under the link
https://www.hitachirail.com/our-company/compliance-ethics/.
The Contractor/Supplier expressly agrees, warrants and represents that:
(i) it did not, and will not intentionally offer, promise or give any undue and/or illegal pecuniary
or any other advantage, property or benefit of whatever nature, whether directly or through
intermediaries, to any Official, or to a third party, so that such person will act, or refrain from
acting in relation to the performance of any official duties, or will be anyway improperly
influenced, in order to obtain or retain business, or other improper advantage of whatever
nature in the conduct of business in relation to this Agreement and that it has taken adequate
measures to prevent its subcontractors or any third parties subject to any third parties
subject to its control from doing so;
(ii) it has not been, is not, and will not be involved with reference to the
execution of this Agreement, in any promise, incitement, or aiding, or abetting,
or authorisation of any act of bribery of any Official or a third party;
(iii) it shall not breach the provisions of law but not limited to OECD Convention of Combating
Bribery of Foreign Public Official in International Business Transactions, Bribery Act
(UK) 2010 and U.S. Foreign Corupt Practices Act.
b) The Contractor/Supplier expressly guarantees that neither it nor its employees or representatives
have been convicted of, or put under investigation for, criminal offences and particularly for
those involving fraud or corruption and is not currently listed by any Government Agency,
Government Authority or any Court as being debarred, suspended, proposed for suspension or
debarment, or otherwiae ineligible for working in any government procurement programs.
 P.O. N. DATE VERS. VERS.DATE VENDOR BUYER Page
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21. HITACHI RAIL STS CODE OF ETHICS (Cont.) ...

c) Notwithstanding anything to the contrary contained in this Agreement, if the Contractor/Supplier
breaches any obligation in the Code of Ethics or of the Group Anti-Corruption Policy
or the obligations under this clause, the Principal/Company shall be entitled at its sole
discretion to terminate this Agreement and to seek compensation from the Supplier
for all losses or damages it suffers or incurs (including all costs of any action, legal
costs, disbursements and expenses (on a full indemnity basis)) resulting from such a breach.
i) The Contractor/Supplier indemnifies (and will keep indemnified) ,on a full indemnity basis,
the Company from and against all claims, actions, suits, proceedings, prosecutions, notices,
investigations or demands of any kind including by any third party, threatened or
brought by or against the Company arising out of or in connection with a breach by
the Contractor/Supplier of any of the obligations under this clause.
ii) When used in this clause the terms below have the following meaning;
- "Government Agency" means any government or governmental, semi-governmental,
administrative, municipal, fiscal or judicial body, department, commission, authority,
tribunal, agency or entity;
- "Government Authority" means:
a government or government department or other body;
a governmental, semi-governmental or judicial person; or
a person (whether autonomous or not) who is charged with the administration of a law;
- "Official" includes;
any officer or employee of any Government Agency, or any person acting in an official
capacity on behalf of any such Government Agency;
any officer, employee or official of a political party;
any candidate for political office;
any officer or employee of a public international organization; or
any other person acting in any public capacity or exercising a public function
or any activity in the public interest.
22. EXPORT COMPLIANCE
a) For all Goods, software, technologies or services to be delivered and provided under this
PO, Contractor shall comply with the export control, asset control, and trade regulations
("Export Control Laws") and orders applicable pursuant to the Purchase Order at the time of
export, re-export, transfer, disclosure, or provisions of goods, software, technolgy or services.
b) Contractor shall comply with all export and import laws, regulations, decrees and policies
of any country in which the Parties conduct business pursuant to thePurchase Order.
c) Contractor shall notify Principal by email to the concerned point of contact and
Importexport.TradecomIND@hitachirail.com, indicating the PO number and the relevant
date of signature, if export control laws or regulations restrict any Purchase Order deliverables.
Subject to applicable Trade Control Laws, Contractor shall provide Principal the export control
classification of any goods, software, technology or services.
d) Contractor shall be liable for any expenses and/or damages incurred by Contractor due to any
breach of its obligations under this Section, including those imposed by government authority or a
Customer/End-User. In the event Contractor has knowledge of any alterations to origin and/or
characteristics of the Products and /or to the applicable Export Control Laws, it shall notify the
Principal no later than three (3) business days upon discovery by email to the concerned point
of contact, & (see 22c) indicating the Purchase Order number and therelevant date of signature.
e) The Contractor shall provide to the Principal, within 30 days fromthe acceptance of the PO
and in any case, at least 3 days before delivery of the products/ services, all documents and
information requested in the attached "Hitachi Rail STS Export Compliance Declaration"(annex..)
by email to the concerned point of contact and (see 22c), indicatingthe Purchase Order
number and the relevant date of signature.
f) Contractor shall be liable for any expenses and/or damages incurred by Buyer due
to the lack of or inaccuracy of said export control data. Principal shall not be obligated
to fulfill its obligations under this Order if such fulfilment is prevented by any impediments
arising out of national or international foreign trade or customs requirements or any embargoes
or other sanctions, or any other trade related issue.
g) On prior written request of the Principal, if the Contractor fails to deliver the supporting
"Hitachi Rail STS Export Compliance Declaration" and information mentioned in point 3, 4 and 5
shall cause the application of consequential actions as laid out in this Purchase Order.

Wherever applicable and on the demand of the Principal, the Contractoris required to point out on its
offer and on the shipping document or sales invoice at least: the country of origin of goods, the
applicable regulations on their export and/or re-export, re-transfer and in the case of Dual-Use
controlled item the related alphanumerical code. In detail, in case of Dual-Use components, the
Supplier shall indicate if the following regulations are applicable: i) All laws, rules,
regulations, orders, notifications, guidelines, circulars etc. issued by Indian regulatory and
Government authorities including Directorate General of Foreign Trade (DGFT) and the Special
Chemicals, Organisms, Materials, Equipment and Technologies (SCOMET) List from time time to time
ii) European Council No 428 of 5 May 2009 iii) Export Administration Regulations iv) Any other
Regulation in force on Export Control. The Supplier is also required ,at its own responsibility,
to fulfil and provide the annex here attached (TMP 102) relevant to the supplied goods and in any
case to point out (i) in case of restricted items included but not limited to the categories
provided in the SCOMET List, the relevant alphanumerical code (ii) in the case of a Dual-Use
product included on the list in Annex I of European Council Regulationno 428 of 5 May 2009,
the relevant alphanumerical code and (iii) in case of an EAR product, the classification assigned in
the Commerce List - Export Control Classification Number - ECCN - (e.g. 9A991d) or if EAR99,
etc. and the relevant value of each US controlled components (iv) in case of controlled by other
Regulation product, the relevant assigned classification.
23. MODERN SLAVERY
a) The Contractor acknowledges that the Principal rejects all forms of Modern Slavery Breaches
within its own operations and in its supply chain.
b) The Contractor warrants that it does not engage in any Modern Slavery Breaches itself
or its applicable supply chain and complies with all Applicable Laws relating to Modern
Slavery Breaches.
The Principal may terminate this Contract with immediate effect if theContractor is found to
have engaged in a Modern Slavery Breach in its own operations or within its supply chain.
24. GENERAL
a) The Contract will be governed by and construed in accordance with the laws of India and
the Courts of Bangalore shall have exclusive jurisdiction over this Purchase Order.
b) All notices and other communications provided for or permitted under this Contract or
otherwise must be sent by certified or registered mail with postage prepaid, by hand delivery or
by facsimile or email transmission to the parties respective contactdetails as set out in the PO.

AS ORDER ACKNOWLEDGEMENT OF PURCHASE ORDER TERMS AND CONDITIONS

DATE CONTRACTOR SIGNATURE (AUTHORISED)

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