1.

ORDERS BY PURCHASER

1.1. The Purchaser may, at its sole discretion, advise the Seller in writing of the relevant
details of the Said Goods required to be purchased (hereinafter referred to as “Purchase
Order”). The Seller acknowledges that it has already registered as a user on the online
portal of the Purchaser i.e. https://supplier.moglix.com/, and the said portal shall be the
primary medium of interface between the Parties for the purpose of this Agreement.

1.2. A Purchase Order shall be in such form as the Purchaser may deem fit; provided that
the Purchaser shall ensure that each Purchase Order contains, in reasonable detail, the
relevant particulars of the Said Goods proposed to be purchased, including, but not
limited to the following:

(a) nature/type/brand of goods;

(b) quantity of each item;

(c) the net price (net of Goods and Services Tax/GST or any other indirect tax liable to
be levied under the applicable law) advised by the Seller to the Purchaser (please
refer to Clause 1.3);

(d) special requests in relation to packaging, if any;

(e) place of delivery (where different items comprised in a Purchase Order are
proposed to be delivered at different places, the same shall be duly specified);

(f) terms relating to freight and insurance; and

(g) Expected time of delivery.

1.3. Price Protection: The Seller agrees and undertakes that it shall provide the best
commercial terms (including relating to available discount) to the Purchaser vis-à-vis
the Seller’s other customers/purchasers. The Parties agree that the Purchaser shall be
entitled to protection against price increase in the following manner:

(a) The prices/rates for the relevant Purchase Order shall be crystallized and agreed
before the acceptance of the said Purchase Order, and the Seller shall not be entitled
to higher prices/rates notwithstanding that the list price of any of the items may
have been increased before the delivery. However, where, during the period
between the acceptance of a Purchase Order and its actual delivery, the list price of
any item (which is part of that Purchase Order) is reduced below the agreed price,
the Seller shall be entitled to the benefit of such reduced price. It is hereby clarified
that the revised price revision shall be treated valid by the Purchaser only if the list
price is received from brand.

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 Post the receipt of the revised price from the brand, Purchaser reserves the right to
use the previous list price for 15 days from the date of receipt of the revised list
price. After the completion of 15 days, revised price shall be applicable.

(b) The prices/rates for the Said Goods sold by the Seller to the Purchaser from time to
time shall become the benchmark prices, and if the Seller, within a period of thirty
(30) days from the date of delivery of the relevant Said Goods, enters into a
transaction with any third party for the same items, the Seller shall not sell the said
items to such third party below the benchmark prices.

1.4. Each Purchase Order or revised Purchase Order shall bear a unique reference number. A
Purchase Order shall be sent by the Purchaser to the Seller in the form of a
notification/message on the Purchaser’s portal by the Seller for the said purpose.

1.5. Where it is proposed that purchase of the Said Goods under a Purchase Order should be
subject to any terms and conditions which amend, except, exclude or supplement the
terms and conditions contained herein, the said Purchase Order shall be duly
accompanied by an annexure setting forth the same.

1.6. The Seller may, if it is unable to comply with the required delivery timeline(s), or
where any item mentioned in a Purchase Order is not available in the requested
quantity, or for any other reason, request the Purchaser to revise the relevant terms of a
Purchase Order. Upon receipt of such request, the Purchaser may, at its sole discretion,
revise the relevant Purchaser Order.

2. ACCEPTANCE OF PURCHASE ORDERS

2.1. The Seller shall ensure that:

(a) receipt of a Purchase Order is acknowledged forthwith by return

notification/message to the Purchaser;

(b) each Purchase Order is accepted or declined by an intimation in writing (by

notification/message on the Purchaser’s portal or by e-mail) sent to the Purchaser
in this behalf, within [12] hours of its receipt. The validation of the Purchase
order after 12 hours shall be on the discretion of Purchaser on case to case basis..

2.2. The Parties agree that a Purchase Order may only be accepted by the Seller in toto,
without modifications, i.e. there may not be a conditional acceptance of a Purchase
Order.

2.3. The Purchaser may request that the Seller accept a Purchase Order in a specified form
or manner, and the Seller shall comply with the same.

2.4. In case of non-fulfillment of the above mentioned clauses by the Seller, the rating of
the seller shall be reduced for subsequent orders resulting in low business volume to the
Seller. The Seller shall indemnify the Purchaser for any loss or damage faced by the
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 Purchaser due to the non-fulfillment of the requirements of the Seller or for the non-
delivery of the material on time by the Seller.

3. DELIVERY & PAYMENT

3.1. Delivery of Said Goods

3.1.1. The Seller shall comply with all the terms and conditions of an accepted Purchase
Order, including, but not limited to, those in relation to delivery of the Said Goods,
viz. packaging, transportation, insurance, place of delivery and documentation
required (including for identification of Said Goods and for due presentation at the
time of delivery). The Seller shall always deliver the latest batch of the Said Goods
available in the market

3.1.2. Where all or any of the Said Goods are required to be delivered to a third party, the
Purchaser shall ensure that all the relevant instructions are duly communicated to the
said third party to take the due delivery of the Said Goods.

3.1.3. The Parties agree that the Purchaser may, on its own, or through a third party, inspect
the Said Goods prior to, or at the time of packaging, and the Seller shall render full
cooperation for the said purpose.

3.1.4. At the time and place of delivery, and subject to the terms agreed between the
Parties, the Said Goods may be inspected (in such manner as the Purchaser may
deem fit) before they are accepted. Acceptance of the Said Goods shall be duly
recorded in writing.

3.1.5. The Seller shall be deemed to have duly delivered under the relevant Purchase Order
only if all of the Said Goods have been accepted as mentioned in Clause 3.1.4.

3.1.6. In case the material is supplied directly by Seller to the end customer, the Seller
shall be responsible for the Quality Check of the supplied material. The Seller shall
also be responsible for Proof of Delivery submission to the Purchaser immediately
after delivery of the products.

4. REPRESENTATION AND WARRANTIES OF SELLER

4.1 The Seller represents that they have: (i)examined this Contract in depth and is familiar
with its terms;(ii)the necessary experience and proper qualifications to supply the
goods contemplated under the Contract;(iii) reviewed and examined all applicable
laws, codes and standards (including health, safety, environmental and security
requirements); and (iv) carefully reviewed all documents, plans, drawings and other
information that it deems necessary regarding supply of the Goods under this
Contract.

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4.2 The Seller represents that it will not be in violation of any provisions of any applicable
laws, its bye-laws or charter, or any agreement or instrument to which it is a party or
by which it or its property may be bound or affected in execution, delivery and
performance of this Contract. This Contract has been duly executed and delivered by
the Seller and constitutes a legal, valid and binding obligation of the Seller, enforceable
in accordance with its terms, except as such enforceability may be limited by
Bankruptcy, insolvency, or similar events which may arise in future.

4.3 The Seller confirms that it is not a party to any legal, administrative, arbitral,
investigational or other proceeding or controversy which is pending, or, to the best of
his knowledge, threatened, which would adversely affect its ability to perform this
Contract.

4.4 The Seller represents that neither it, nor any of its suppliers is engaged in any practice
inconsistent with the Child Labor (Prohibition and Regulation) Act, 1986, which, inter
alia, requires that a child shall be protected from performing any work that is likely to
be hazardous or to interfere with the child's education, or to be harmful to the child's
health or physical mental, spiritual, moral or social development. Any breach of this
representation shall entitle the Buyer to terminate this Contract immediately upon
notice to the Seller, at no cost to the Buyer.

4.5 The Seller warrants that the Goods shall:

a) conform to the Contract (including, but not limited to, the Specification, which the
Seller warrants to be accurate and complete in all material respects and not
misleading);

b) comply with any applicable quality standards and/or other standards or specifications
as requested by the Purchaser and these standards/specifications shall not be changed
without the prior written consent of the Purchaser;

4.6 The Seller further warrants that the Goods shall conform with all Laws applicable to:

(a) such Goods as regards the design, manufacture, quality, packaging, transportation,
delivery, labelling, health, safety and environmental standards and use of such
Goods which are in force at the time of supply; and/or
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 4.7 The Seller warrants that it shall at all times and at its and their own expense
a. maintain all necessary licenses and consents and comply with all applicable
Law in performance of the Contract;
b. adopt safe working practices and at the proper time supply and install such
guards and safety devices as may be necessary to comply with the provisions
of all health and safety Laws;
c. shall not endanger the safety of or unlawfully interfere with the convenience
of any other person, including employees and/or other contractors of the Buyer
in the performance of the Contract;
d. ensure that, in performing its obligations under the Contract, it does not cause
any disturbance or damage to the industrial operations and property at the
relevant site;
e. comply with the policy or code of conduct as notified by the Purchaser to the
Seller from time to time;
f. comply with the Purchaser's conditions (including but not limited to health and
safety conditions, safety management systems, safety cases, hygiene policies
and security policies) in relation to any relevant site;

4.8 The representations and warranties mentioned herein shall survive any performance,
acceptance or payment pursuant to the Contract and shall be extended to any repaired
or replaced Goods or substituted or remedial services provided by the Seller.

5. QUALITY ASSURANCE

5.1 The Seller must have in place an appropriate quality assurance system that ensures
compliance with Contract/Purchase Order specifications and must utilize that quality
system in manufacturing and supplying the Goods under the Contract.

5.2 Any quality system will be used only as an aid to achieving compliance with the
Contract and to document such compliance. Such system will not relieve the Seller of
the responsibility to comply with the Contract.

5.1. INVOICING & PAYMENT

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5.1.1. The Seller shall send to the Purchaser, by electronic mail, invoice(s) for all of the
Said Goods duly delivered (and accepted) under an accepted Purchase Order. It is
clarified that the Purchaser may require the Seller to raise separate invoices for
different Said Goods covered under the same Purchase Order.

5.1.2. Each invoice in relation to the Said Goods shall duly mention the agreed net price,
goods and services tax (hereinafter also referred to as “GST”), freight, insurance
premia and such other relevant details as may be reasonably requested by the
Purchaser or required by applicable law.

5.1.3. Payment shall always be made in relation to an invoice and not a Purchase Order.
Where consolidated payment is made for multiple invoices, the Purchaser shall send
a written advice/intimation indicating the invoices in respect which the said payment
has been made.

5.1.4. The invoice shall be issued by the Seller in accordance with the details and other
information mentioned in the Purchase Order issued by the Purchaser.

5.1.5. Unless otherwise agreed, payment of an invoice shall always be made by the
Purchaser to the Seller on First In First Out Basis i.e FIFO basis within the
applicable credit period (which shall include including the last day, i.e. the), by
direct transfer (RTGS/NEFT/IMPS) into the bank account of the Seller, as advised in
writing.

5.1.6. In case of advance payment by purchaser to seller, if the supplier fails to deliver /
there is a delay in supply, penalty shall be levied as decided by purchaser based on
the implications from end customer.

5.1.7. The Purchaser shall claim the credit for the invoice issued as per the GST law. In
event of denial of input tax credit to the Purchaser on the invoice, on account of any
non-payment of taxes or non-compliance by the Seller with the GST laws, Purchaser
shall be entitled to recover from Seller the amount of tax credit as mentioned on the
invoice along with interest at actuals. Seller represents and warrants that it shall
comply with the GST Laws and other indirect tax laws and the requirements therein.

6. RETURNS & REPLACEMENTS

6.1. Notwithstanding anything contained in any other documents, the Seller shall be liable
to accept back any of the Said Goods duly delivered and accepted under a Purchase
Order in any of the following cases:

(a) where any of the Said Goods are found to be damaged (it is clarified that an item
forming part of the Said Goods shall be considered damaged even if only its
packaging has been damaged); provided that the Purchaser may, in such case, at
its sole discretion, require the Seller to replace the damaged goods; or

(b) where the goods actually delivered are different from the Said Goods, i.e. the
goods actually ordered to be purchased; or
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 (c) where there is delay in delivery of the Said Goods or in provision of any
service(s) agreed to follow or accompany the Said Goods; or

(d) where the customer of the Purchaser cancels the order for purchase of the Said
Goods from the Purchaser (the Seller agrees that, in this regard, the Purchaser’s
written advice stating that the back-up order has been cancelled shall suffice and
the Seller shall not be entitled to seek evidence of such cancellation).

(e) Where the said good is counterfeit, used, defected, theft good or unusable by the
manufacturer; purchaser is entitled to hold back payment of such good to the
seller and the Purchaser reserves the right to blacklist the Seller and also take
action against the Seller.

(f) The incomplete products shall be returned to the Seller buy the Purchaser. The
Seller shall ensure that products which are delivered to the Purchaser are not in
complete and all parts/ accessories are available.

(g) The Seller agrees that replacement of any of the Said Goods shall be at the same
price and the Purchaser shall not be required to pay any additional consideration
therefor, notwithstanding that the price of subject goods may have increased at
the time of replacement.

(h) In case the returns are caused due to Seller’s Issues like supplying out of specs
/inadequate Quality product, Seller shall return such products within 30 days
from the date of Seller’s Invoice, irrespective of type of MSN (Global Branded/
Generic/ MTO). The Seller shall be charged 1.5% of Invoice value or Rs. 500 per
PO which ever is higher to compensate for the runner cost

(i) In case the returns are caused due to issues with respect to the LSP, Purchaser or
the Customer, Seller shall return such products within 30 days from the date of
Seller’s Invoice, 30 days return for Standard products (excluding MTO/
customized MSNs/Imported for a specific order). No deduction shall be made in
such cases on account of LSP/ Runner charges.

(j) Other return related issues with Seller along with its Action Plan is referred in
Annexure A of this Agreement.

6.2. The remaining life of the products delivered by the Seller shall be at least 75%. Any
products without the warranty/ guarantee/ date of manufacturing/ expiry date shall
be returned back by the Purchaser.

6.3. The Purchaser shall duly issue a debit note to the Seller for returns made of any Said
Goods. Further, the Purchaser may require the Seller to issue revised invoice(s) in
relation to returns or replacements.

6.4. Where the relevant invoice (in respect of which any of the Said Goods have been
returned) has already been paid, the Seller may, at its sole discretion, either deduct

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 the necessary amount from the future payment(s), or, require the Seller to pay the
said amount to the Purchaser forthwith.

6.5. In all cases relating to returns and replacements, the Seller shall send necessary
intimation in writing, duly providing therein the details (including calculations)
relating to set-off, GST adjustment(s), final amount due, etc.

LIQUIDATED DAMAGES
In the event of any delay in delivery, Seller agrees to pay to the Purchaser the liquidated
damages as mentioned below:

- For all the Orders </=12 Days of Delivery time,

LD shall be @0.5% of Invoice value for everyday subject to the maximum of 5%

- For all the Orders >12 days of Delivery time,

LD shall be @ 1% of Invoice value for every week subject to the maximum of 5%

7. RECONCILIATION

7.1. The Parties agree that there shall be quarterly (i.e. for each financial quarter)
reconciliation of accounts. Both the Parties shall cooperate with each other for the
said purpose to ensure that the same is completed expeditiously. Further, both the
Parties shall provide all necessary documents and information as may be necessary
for the purpose of the reconciliation exercise.

7.2. Unless the Parties otherwise agree, the reconciliation exercise shall commence within
seven (7) days of the expiry of the relevant quarter.

7.3. The respective Parties shall duly nominate their concerned employees for the purpose
of the reconciliation exercise, and further commit necessary office resources (at their
respective costs) for the said purpose.

8. REPRESENTATIONS & WARRANTIES

8.1. Each Party represents and warrants to the other Party on a continuing basis as follows:
(a) that it is duly authorised (under its memorandum of association/charter documents
and applicable law) and not restricted in any manner to carry on its business and
specifically, to perform its obligations under this Agreement; and
(b) that it has taken all necessary corporate actions for due execution and performance of
this Agreement and that the respective signatory hereof has been duly authorised to
execute these presents on its behalf.
8.2. Further, the Seller represents to the Purchaser on a continuing basis as follows:

(a) the Seller is the absolute owner of all the Said Goods sold or proposed to be sold
pursuant hereto and further to each accepted Purchase Order;
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 (b) the Seller has not removed or altered in any manner whatsoever the packaging in
which the Said Goods were received from the manufacturer/seller (from whom the
Seller purchased the Said Goods);

(c) the benefit of the terms relating to guarantee, warranties, after-sale service, etc. in
relation to the Said Goods (including, but not limited to, those covenanted by the
original manufacturer/supplier) shall be duly available to the Purchaser and, or its
purchaser/customer/end-user, being the owner/consumer of the Said Goods. The
Purchase Order shall cover all these agreed terms agreed between Seller &
Purchaser.

(d) The Seller is in good standing condition while entering into the contract with the
Purchaser

8.3. The Seller shall ensure compliance of all the applicable law in performing its
obligations hereunder.

8.4. The Seller shall duly comply with all the applicable laws, and apply for, obtain and
keep valid all the necessary licenses, certificates, permits, etc., as may be necessary for
running its business.

The Seller shall duly deposit with the revenue authorities the GST received on completed
sales made to the Purchaser hereunder. Further. The Seller shall furnish to the Purchaser all
necessary documents within the relevant timelines, as may be required under the applicable
law and, or as may be requested by the Purchaser in this behalf.

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 ANNEXURE A

ISSUE Description Action by Supplier

Raise ticket within 2 days of Return received

"Return"
Supplier's claim that the material received by Supplier
material is
by Supplier under "Return" status is 1. All side photos
Faulty/
Faulty/ incomplete 2. Primary packaging damage
Incomplete
3. Mention on runner's POD

Material not Supplier's claim that the material has not

Raise Ticket within 2 days from Pickup date
picked been picked by Supplier on Pickup date

Raise Ticket within 90 days from Payment

Payment not Supplier's claim that the payment of a Due date
received supplied material has not been received 1. POD (Proof of Dispatch)
2. PO details

Raise ticket within 2 days of Supplying the

"Not picked"- Supplier's claim a material Picked up by
material
Dispute Moglix runner has not been MRNed in the
1. POD (Proof of Dispatch)
resolution system
2. PO details

Supplier's claim that material under

"Return" Not Raise ticket within 30 days of DN raised by
"Return" status has not been received by
received Moglix
the Supplier

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