General Conditions of Contract

GENERAL TERMS AND CONDITIONS FOR SUPPLY OF VITRIFIED TILES

1. ENTIRE AGREEMENT

Each Contract constitutes the whole agreement and understanding of the parties and
supersedes all previous representations, arrangements, understandings and agreements
between the parties relating to the subject matter. Nothing in this Condition shall operate to
exclude or limit liability for fraud or fraudulent misrepresentation

2. GENERAL

a. Unless otherwise agreed in writing, these terms and conditions of purchase

(“Conditions”) apply exclusively to the purchase of goods and services (collectively, the
“Goods”) by a Saraf AGENCIES Pvt. Limited (“ Buyer”) from the Seller of Goods
(“Seller”) as identified in the Order. The Order (and any exhibits, specifications, drawings,
notes, and other information, whether physically attached or incorporated by reference
thereto), together with these Conditions constitutes the entire and exclusive agreement
between the Seller and the Buyer (the “Contract”).
b. These Conditions shall govern this “Purchaser Order” (or “Order”) to the exclusion of
all other terms and/or conditions of the Seller whether verbal or, including the ones
endorsed upon, delivered with or contained in a quotation, catalogue, price list,
acknowledgement, acceptance or any other document unless expressly agreed by the
Buyer in writing, and the Seller waives any right which it might have to rely on terms and
conditions contained in any document supplied by the Seller to the Buyer. The Buyer may
periodically update the Conditions. These revisions will become effective on the date
notified by the Buyer.
c. Notwithstanding that the Seller, its agents or servants may prior to or subsequent to this
Purchase Order issues offer or quotation for the supply of the goods described in this
Purchase Order with a buying terms and conditions governing the supply of the goods
and / or the Seller, its agents or servants issues delivery documents of the goods
described in this Purchase Order subsequent to this Purchase Order, the terms and
conditions of such offer or quotation and / or delivery documents issued by the Seller, its
agents or servants shall have no effect and the terms and conditions contained in this
Purchase Order shall constitute the entire agreement between the Seller and the Buyer in
relation to the supply of the goods by the Seller.
d. In the event any of the terms and conditions herein shall conflict with a clause or
stipulation contained on the front of this Purchase Order, or the terms and conditions of a
formal written agreement made between the Buyer and the Seller, then the clause or
stipulation contained on the front of this Purchase Order, or the terms and conditions of
the said formal written agreement shall prevail. To the extent where a formal agreement
is entered into after this Purchase Order, the formal agreement shall in the event of
conflict with this Purchase Order, prevail over this Purchase Order.
e. Neither this Purchase Order as a whole nor any specific provision of it shall be construed
against a party under the rule of construction of contract that contracts are construed
against the drafter.

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f. The headings used are for convenience only and shall not affect the interpretation of
these Conditions. A reference to any Condition number shall be to such Condition in these
Conditions.

3. SUPPLY OF GOODS & SERVICES

a. The Seller shall supply the goods described in this Purchase Order strictly in accordance
to the terms and conditions and the Buyer’s requirements as set out herein and no
alteration shall be made thereto without the prior written consent of the Buyer. Unless
otherwise stated herein the price entered in this Purchase Order shall include the cost of
transport and insurance to the place of delivery stated in the Purchase Order and the cost
of unloading in the location required by the Buyer.
b. The Seller will at all times up to the time of Delivery store Goods safely and securely
following normal and accepted practice. The Seller will at its own cost take all reasonable
steps to prevent any deterioration of Goods until their actual Delivery. Upon reasonable
notice by the Buyer, all goods, materials and services related in any way to the Goods
(including without limitation raw materials, components, intermediate assemblies, work in
process, tools and end products) shall be subject to inspections and test by the Buyer
and its customer or representative at all times and places. The Buyer’s failure to inspect,
accept, reject or detect defects by inspection shall neither relieve the Seller from any
responsibility for Non-Conforming Goods (as defined below) nor impose liabilities on the
Buyer
c. The Seller will not at any time exercise or seek to enforce any lien over any Goods and
encumbrances, and indemnify the Buyer that the Seller has good title in the goods to be
transferred to the Buyer, and that such goods are of satisfactory and merchantable
quality and fit for the purpose for which they are ordered by the Buyer
d. Goods must be packed safely and securely following best commercially accepted practice
and the Buyer’s reasonable instructions. Goods and/or each package must be marked in
accordance with the Buyer’s instructions and must bear the Buyer’s appropriate codes
and Order numbers. On Delivery a further copy of the Advice Note must attached with
the Goods.
e. The Seller must before and on Delivery advise the Buyer of any special requirements or
hazards relating to the transportation and/or storage of Goods and must attach any
related warnings and instructions in a clearly visible manner on the outside of their
packaging. If requested by the Buyer, the Seller will provide supporting documentation to
allow the import and export of all Goods, such as certificates of conformity, country of
origin, mid codes, health and safety data/sheets and any other information necessary to
support declarations to and compliance with international customs regulations

4. MODE OF SUPPLYING & INVOICING

a. The Seller will deliver the Goods to the ship- to address defined in the Order on the date
or within the delivery period stated therein (“Delivery”). Unless stated otherwise in the
Order, the Delivery will take place at the Buyer’s premises with all charges included in the
Price, including, without limitation in respect of customs, duty, costs, packaging,
shipping, carriage and insurance.
b. An advice note (“Advice Note”) containing the following information must be forwarded to
the Buyer: Order number, Unit of measurement (as per PO), quantity, description of
packages, gross weight, route of dispatch and the Buyer’s appropriate codes.

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c. Tax invoice shall be submitted in duplicate at delivery address with proper proof of
receipt in original and other necessary documents like MIR, test report (correlated with
delivery note), guaranty / warranty certificate, weighing slip (if any), owner’s / operating
manual and any other document(s) as deemed necessary / instructed.
d. Tax invoice must contain delivery note reference, GST/ PAN / TIN registration nos.
e. In case of improper / incomplete set of invoice, the same has to be resubmitted with
proper documents and credit period shall start from such resubmission only.
f. Excise invoices if applicable (duplicate for transporter copy) must be provided at the time
of delivery of material at site.

5. TIME OF ESSENCE & DELAY PENALTY

You shall supply the material at site immediately for proper progress of the work. In case of
delay @0.5% of contract value for per week of delay with maximum 5% of the contract value
shall be deducted .

6. INSPECTION RETURN & REJECTION

a. During receipt of material(s) at site, acceptance by the Buyer shall be primary and means
physical verification of the material(s) as to the laid down specification(s) above and
measurement of quantity, based on inspection by and to the satisfaction of Engineer In
Charge/ Stores In-Charge. Final acceptance shall only be granted after testing of the
supplied Goods by an independent BIS approved testing agency of the Buyer’s choice if
deemed necessary. The result of such testing shall be binding on both parties, and in
case of adverse result, the entire supplied lot shall stand rejected and the same has to be
totally replaced by you within a definite delivery schedule mutually agreed by both parties
without any financial liability of whatsoever nature on the Buyer. The Seller shall be solely
responsible for all other factor(s) for product failure during post operational stage. In
case of testing failure charges have to be borne by Seller only.
b. Verification by the Buyer shall not absolve the Seller of responsibility to provide quality
product as per relevant IS codes and shall not prelude subsequent rejection by the Buyer.
c. If any of the Goods furnished are found to be defective or otherwise not in conformity
with the Contract (“Non-Conforming Goods”), then the Buyer may, in addition to any
other rights, remedies and choices it may have at Contract, law or otherwise and in
addition to seeking recovery of any and all damages, losses, costs and expenses
emanating therefrom, at its option and sole discretion and at the Seller’s expense (i)
require the Seller to immediately re-perform any Non-Conforming portion of the Goods
and/or to immediately repair or replace the Non-Conforming Goods with Goods that
confirm to all requirements of the Contract; (ii) take such action as may be required to
cure all defects and/or bring the Goods into conformity with all requirements of the
Contract, in which event, all related costs and expenses (including, but not limited to,
material, labor and handling costs) shall be for the Seller’s account; (iii) withhold total or
partial payment; (iv) reject any Non-Conforming Goods and claim an administration fee
every time the Goods are rejected; it is the Seller's responsibility to collect any Non-
Conforming Goods delivered to the Buyer within Seven (7) working days from receipt of
non-conformance report from the Buyer. Failure to respond within Seven (7) working
days will result in the Buyer either returning the Goods to the Seller, or to scrap the Non-
Conforming Goods, both at the Seller's expense; and/or (v) rescind the Contract without

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liability of the Buyer. The Buyer is not to be taken as having accepted any Goods until it
has had a reasonable time to inspect them following Delivery, or if later, within a
reasonable time after any latent defects in Goods have become apparent. As an
alternative to (i),(ii), (iv) and (v), the Buyer may accept the Non-Conforming Goods
conditionally on the Seller providing a refund or credit in an amount the Buyer reasonably
determines to represents the diminished value of the Non-Conforming Goods.

7. SELLER’S WARRANTIES

The Seller warrants to the Buyer that the goods supplied are manufactured and produced in
accordance with the industry practice and all statutory and other regulations which may be in
force at the time when the goods are supplied, and that all components forming parts of the
goods shall be new and the goods shall conform with the specifications, designs and
drawings referred to in this Purchase Order. In addition, the Seller warrants that it shall
perform all services required by the Buyer with the necessary expertise, care and diligence at
all times and fully in accordance to the requirement of the Buyer. This warranty shall survive
any inspection, delivery, acceptance or payment by the Buyer of the goods provided that any
defects shall not have been caused by the improper storage, misuse or by any act or
negligence of the Buyer, its servants or agents.
a. Without affecting any of the Buyer’s other rights and remedies (including, without
limitation, the benefit of all warranties and conditions implied in favour of the Buyer by
law or otherwise), the Seller warrants that:
i. the quantity of Goods will be as stated in the Order;
ii. the Goods are new, of best quality and state-of-the-art workmanship, fully
operational, merchantable and fit for the intended use by the Buyer;
iii. the Goods will correspond to the specifications as agreed in writing by the Buyer and
will be free from defects in design, materials and workmanship;
iv. the Goods, their design, manufacture, construction, supply, use and quality, as well
as all supporting literature and documentation will comply in all respects with any
relevant statute, statutory rule, order, directive or statutory license, consent or permit
which may be in force at the time;
v. the Goods (and/or their importation) do not infringe the Intellectual Property Rights
(as defined below) or other third parties’ rights;
vi. the Goods shall have all necessary export and/or import licenses and comply with all
relevant government export and/or import regulations;
vii. the Goods shall be accompanied by all appropriate information, warnings, instructions
and documentation in relation to the safe use, handling, storing, operation,
consuming, transportation of any Goods or parts or materials, in particular in relation
to hazardous materials which will be clearly identified to the Buyer; and the services
be provided in accordance with the Contract and executed with adequate care, skill
and diligence by properly qualified and experienced persons.
b. The Seller shall pass on the Buyer the benefit of any additional warranties secured from
the Seller’s Sellers.
c. Without prejudice to the Buyer’s other rights or remedies available under this Contract, at
law or otherwise, if within the stated shelf life of the Goods as mentioned by the
manufacturer (the “Warranty-Period”), it is discovered that the Goods supplied are
Non-Conforming Goods, then the Buyer, in addition to seeking recovery of any and all
damages, costs and losses emanating therefrom, at its option and at the Seller’s expense
may : (a) require the Seller, to remedy within thirty (30) calendar days any Non-

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Conforming Goods or to supply replacement Goods in accordance with the Contract. This
right includes replacement of all other Goods which because of the Non-Conforming
Goods are not reasonably capable of being used by the Buyer; (b) take such actions as
may be required to cure all defects and/or bring the Products into conformity with all of
the requirements of the Contract, in which event all related costs and expenses shall be
for the Seller’s account; and/or (c) reject and return all or any portion of such Goods and
treat the Contract as repudiated and may require the repayment of the Price, or any part
of it, that the Buyer has paid.
d. The warranties given under this Clause shall survive any performance, acceptance or
payment pursuant to the Contract and shall be extended to any repaired or replaced
Goods provided by the Seller. The Buyer shall not be obliged to inspect the Goods or
parts thereof immediately. The Seller hereby waives the defense of late notification.
e. Generic Defects.
i. If the same, or roughly the same type of Non-Conforming Goods occurs more than
two (2) times during the Warranty Period, such defect is deemed to be a “Generic
Defect”. Immediately after becoming aware of the existence or risk of a Generic
Defect, the Seller shall notify the Buyer and vice versa.
ii. Promptly and within seven (7) Working Days after the date of such notice, the Seller
shall provide the Buyer with a preliminary report regarding the nature and extent of
such Generic Defect or the risk thereof including general proposal(s) for remedial
action ensuring a permanent remediation of the defect.
iii. A final report regarding mentioned subjects, including a time schedule indicating the
time for design and implementation for such remedial actions and a proposal for
necessary improvements relating to all future Delivery of Goods to the Buyer shall be
provided by the Seller as soon as possible, but not later than three (3) weeks
following the date of the above-mentioned notice, unless the Seller needs the input
of third parties, (e.g. laboratories), in which case the Parties shall agree on the reply
period. The Buyer shall be involved in and approve any root cause analysis. The
remedial action shall be designed so as to ensure that the defective Goods meet the
requirements set out in the Contract.
iv. After the remedial action is approved by the Buyer, the Parties shall promptly
implement the remedial action in relevant Goods of equal design. Such remedial
steps shall be undertaken regardless of whether the Generic Defect has in fact
manifested itself in actual errors or defects in the individual delivered Goods. Such
remedial actions, including manufacturing, delivering, installing and testing the Goods
modifications shall be at the Seller’s expense.

8. INTELLECTUAL PROPERTY RIGHTS

a. The Seller agrees to indemnify the Buyer, its servants and agents, successors, assigns,
customers and users from and against all actions, suits, claims, demands and costs of
whatsoever nature arising out of or in any way connected with any infringement of any
patent, registered design, copyright or trademark in any way connected to the goods and
/ or services supplied by the Seller.
b. Intellectual Property Rights include registered or unregistered trademarks, trade names,
patents, inventions whether or not patentable, copyright, moral rights, database rights,
internet domain names, trade secrets, know-how, and registered and unregistered design
rights existing or arising anywhere in the world and all other intellectual and industrial
property rights (of every kind and nature throughout the world and however designated)

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whether arising by operation of law, contract, license, or otherwise and all registrations,
applications, renewals, extension, continuations or reissues thereof now or hereafter in
force.
c. All tangible and intangible property, including, but not limited to, goods, tools, materials,
equipment, information or data of any description, tools, drawings, plans, models
materials, specifications, samples, computer software, documents, equipment or material
furnished to the Seller by the Buyer or specially paid for by the Buyer and any
replacement thereof and all Intellectual Property Rights in the same, shall be and remain
the Buyer’s property (“Buyer Property”). The Seller shall be licensed to use such materials
for the purpose of fulfilling the Contract.
d. The Buyer shall own exclusively all rights in ideas, services, inventions, works of
authorship, strategies, plans and data created in or resulting from Seller’s performance
under this Contract, including, but not limited to, all technologies, processes, methods,
chemical formulations, design, specifications, inventions, developments, improvements,
modifications and all Intellectual Property Rights in the same. If by operation of law any
such IPR is not owned in its entirety by the Buyer automatically upon creation, then the
Seller upon receipt of the payment in full agrees to transfer and assign to the Buyer at
the Buyer’s expense.
e. Subject to Conditions c and d, all other IPR shall be and remain the Seller’s property. The
Seller shall provide the Buyer with all information required by the Buyer to install,
assemble or otherwise use the Goods, including enabling it to incorporate into the Buyer’s
product. The Seller grants to the Buyer (and to the extent the Seller is not able to grant
the license itself, shall procure the grant of a transferable, non-exclusive, worldwide,
irrevocable, perpetual royalty free license (with the right to sub-license) of such
intellectual property rights to enable the Buyer to use and enjoy the Goods including
without limitation to allow the Goods to perform those functions which they are designed
for and to repair the delivered Goods (or to have those Goods repaired and manufacture
(or have manufacture) spare parts or replacements. The Price includes the full license
fee.

9. RATES & PRICES

a. The Gross price of Goods is that stated in the Order (“Grand Total”). All Prices are
inclusive of Value Added Tax and, unless stated otherwise in the Order, are inclusive of
any other charges in respect of tax, duty, packaging, shipping, carriage, insurance and
Delivery. No variation in the Price or extra charges shall be accepted by the Buyer unless
formally agreed in writing.
b. Unless the Order states otherwise, the Buyer will pay the Price for the Goods within
stipulated days (as per TOR) following Delivery or receipt of a valid, non-rejected invoice
from the Seller (showing Value Added Tax, if applicable, as a separate charge),
whichever is later, provided, however, that the Buyer has accepted all of the Goods. The
Buyer may, at any time, set-off any amounts the Seller owes to the Buyer against any
amounts the Buyer owes to the Seller. Unless otherwise stated in the Contract, if the
Buyer makes advance payments, the Seller shall provide an irrevocable, unconditional
first demand bank guarantee in the amount of the advance payments, issued by a first
class bank acceptable to the Buyer, having a validity date as agreed between the Parties.
c. In all of the Seller’s invoices, the relevant Order number, the country of origin and
customs tariff number (if applicable), must be quoted along with the information required

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on the Advice Note. The Buyer is entitled to reject invoices that do not conform to these
requirements.
d. The Buyer shall not be liable to the Seller if due to an event beyond its reasonable control
it defers any payment to the Seller. Except otherwise provided for in the Contract, the
Buyer has no liability to the Seller for any loss, lost profits, interest expense, damages
whether incurred directly or indirectly by the Seller.

10. INSOLVENCY OF THE SELLER

If the Seller (being a person, or being a partnership or a member thereof) becomes bankrupt,
or assigns his estates for the benefit of its creditors, or (being Buyer) goes into liquidation
(other than for amalgamation or reconstruction) or has a Receiver or Official Manager or
Liquidator appointed for its affairs, or enters into a Deed of Arrangement or Composition with
its creditors, then this Purchase Order shall be automatically cancelled and the Buyer shall be
under no liability for payment of any goods or services not already supplied and accepted by
the Buyer.

11. CHANGE MANAGEMENT

The Buyer may at any time make changes within the general scope of the Contract in any or
more of the following: (i) drawings, designs or specifications where the Goods to be furnished
are to be specifically manufactured for the Buyer; (ii) method of shipment or packing; (iii)
place and time of delivery; (iv) amount of the Buyer’s furnished property; (v) quality or (vi)
scope or schedule of Goods (vii) Tax structure (viii) Terms and Conditions. The Buyer shall
document such change request in writing, and the Seller shall not proceed to implement any
change unless and until such change is provided in writing by the Buyer. If any changes
cause an increase or decrease in the cost of, or the time required for the performance of, any
work under the Contract, an equitable adjustment shall be made in the Price or delivery
schedule, or both, in writing. Any Seller claims for adjustment under this clause will be
deemed waived unless asserted within thirty (30) days from the Seller’s receipt of the change
notification, and may only include reasonable, direct costs that will necessarily be incurred as
a direct result of the change.

12. JURISDICTION & DISPUTE RESOLUTION

Any difference or dispute arising between the Parties arising out of or in relation to this
order shall be referred to the Sole Arbitrator appointed by the Client. Contractor hereby
confirms that he shall have no objection to such appointment even if the person so
appointed, as the Arbitrator, is an employee, attorney/advocate, consultant of the Client or
is connected to the Client. Contractor further confirms that it shall not suspect the
impartiality or fairness of the Arbitrator due to such association of the Arbitrator with
the Client. Reference to arbitration shall be without prejudice to the rights of Client to take
any action against or recover any dues from him .The arbitration shall be conducted
under the Arbitration & Conciliation Act, 1996 or its statutory modifications amendments or
re-enactment thereof. The award of the Arbitrator shall be final and binding upon the
Parties. The venue of the arbitration shall be Kolkata. The language of the arbitration shall
be in English. The governing law shall be Indian Law. The Arbitration Proceedings and all
other matters connected to arbitration shall be subject to the exclusive jurisdiction of Courts

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at Kolkata. The Parties will be entitled to both interim relief and award including but not
limited to injunctions, permanent and mandatory and temporary as well as final. The Parties
will be entitled to interim relief at any stage i.e. before, during or after arbitration as the
case may be. The Sole Arbitrator shall have the power to proceed summarily. The Sole
Arbitrator shall decide the procedure to be adopted for the Arbitration Proceeding.

13. SET-OFF

The Buyer is entitled to set-off whatever sum payable by the Buyer to the Seller against any
sum due from the Seller to the Buyer whether under this Purchase Order or otherwise under
any other contract(s) made between them.

14. TERMINATION & SUSPENSION

Without prejudice to any other right or remedy available to the Buyer, the Buyer may for any
reason suspend or terminate any Contract, entirely or partially, at any time before Delivery,
by giving written notice to the Seller whereupon all work on the Contract shall be
discontinued and the Buyer shall pay to the Seller compensation for any direct costs
reasonably incurred or commitments made for work-in-progress at the time of termination or
suspension which cannot be mitigated. Such compensation shall be restricted to the work
above and shall in no case exceed the Price; it shall be the sole remedy of the Seller for such
termination or suspension. Under no circumstance shall the Buyer be liable under the
Contract for any loss of anticipated profits or any consequential or indirect loss. The Buyer
may at any time withdraw the suspension as to all or part of the suspended work by written
notice specifying the effective date and scope of withdrawal. The Seller shall resume diligent
performance on the specified effective date of withdrawal.

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