Annexure-1 to Purchase Order CAPEX TOOLING

Tools, Jigs & Fixtures (“Tooling”) Owned by Ozone Overseas

Tooling cost for development

(a) The parties agree that OZONE. shall pay SUPPLIER the cost of the tooling required by SUPPLIER to
manufacture and supply the Products,
(b) The tooling required by SUPPLIER to manufacture the Products shall be identified/sourced by SUPPLIER in
line with the specifications and timelines specified by OZONE. The ownership of the tool shall be transferred
to OZONE. (who will be the sole owners) upon final approval of part made from such tools.

(c) On receipt of the tooling by SUPPLIER, OZONE shall arrange to make the payment to SUPPLIER in
accordance with the Payment terms mentioned in this Agreement & the said PO. SUPPLIER will raise
invoices on OZONE. for the tooling from its Plant.

(d) SUPPLIER is authorized and obligated to use the tools within the framework of the supply contract
concluded with OZONE. concerning the part to be manufactured with the tools.

(e) SUPPLIER is prohibited from any deviating use of OZONE.-owned tools, particularly the production of
parts to supply for third parties or the transfer of usage to third parties without the prior written consent of
OZONE.

(f) SUPPLIER is responsible for the defect-free functional capability of the tools/jigs/fixtures etc. during their
use in the contractual undertaking to supply OZONE.SUPPLIER must ensure the constant, defect-free
functional readiness of the tools/jigs/fixtures etc. for the purpose of defect-free delivery to OZONE. by
means of continuous maintenance and repair of such tools at its own expense. The maintenance and
repairs shall, in particular, encompass all expenditure necessary for preserving the operating condition
and removing all defects and damage and any modifications and deterioration as a result of using the
tools.

(g) In the event that modifications to the tools are required owing to changes in design/ documentation
directed by OZONE, SUPPLIER must first submit a written offer to OZONE. to modify the tools with the
least possible expenditure, which shall be paid for by OZONE. Upon approval by OZONE.

(h) Modifications to the tools may be carried out by SUPPLIER or its third party tooling SUPPLIER only after
OZONE. has approved such modifications in writing. Any expenditure in excess of these specifications
shall not be remunerated by OZONE.

(i) SUPPLIER must clearly and permanently identify those tools at its plants which are the property of
OZONE. as the property of OZONE. During stock taking at the end of the year, SUPPLIER shall transfer
the necessary information on the tools in its possession to OZONE.
(j) SUPPLIER shall not exchange, lease or license the tools and further agrees not to create any charge,
interest, or lien on the tools. SUPPLIER will declare to its bankers, creditors and auditors about the
ownership right of OZONE. in respect of the tools so as to ensure that SUPPLIER does not encumber the
tools with any charge, attachment, encumbrance or hindrance for any reason whatsoever. In the event
that the property of OZONE. is encumbered, seized or prevented from use by means of enforcement
measures relating to SUPPLIER, particularly attachment, seizure or insolvency proceedings, SUPPLIER
shall inform OZONE. thereof without delay. In any case, the enforcement agency shall be informed
without delay of OZONE.’s right of ownership. At the same time, SUPPLIER shall forward copies of the
enforcement documents to OZONE.

(k) SUPPLIER bears liability for all defects, damage, changes or deterioration to the tools caused by usuage
of such tools. SUPPLIER shall not be held liable if these defects, damage, changes or deterioration are
attributable to OZONE. or acts of God.

(l) SUPPLIER must ensure that no personal injury or property damage caused by the tools. It shall
indemnify OZONE. from and against such damage claims unless caused by negligence or willful
 mishandling of OZONE

(m) At the end of delivery or termination of contractual relationship with SUPPLIER, SUPPLIER shall return
the tools to OZONE. in the condition to be expected following proper fulfilment of SUPPLIER’s duties
arising from this Agreement. All liens and rights of retention of SUPPLIER in respect of the tools are
excluded.

(n) SUPPLIER is obliged to obtain the written consent of OZONE. prior to scrapping tools which it uses or
has used to manufacture the Products for OZONE.. If OZONE. does not approve scrapping, a mutual
settlement regarding costs must be agreed.

(o) SUPPLIER shall ensure that the Tooling are procured and kept ready as per the timelines stipulated by
OZONE.

(p) SUPPLIER is authorized and obligated to use the toolings only within the framework of the supply
contract concluded with OZONE.

(q) SUPPLIER shall keep the Tooling fully insured (wherever applicable and possible) for full value
(Replacement value) and, renew the insurance from time to time against damage by fire, riots, civil
commotions, malicious damage or any other risk.

(r) SUPPLIER agrees with OZONE. That OZONE. is the absolute owner of the Tooling and SUPPLIER shall
promptly return the Tooling to OZONE. as and when called for by OZONE

(s) SUPPLIER agrees to hold the Tooling in trust for and on account of OZONE. And as the exclusive
property of OZONE. And that SUPPLIER shall not create any charge, lien or encumbrance affecting the
Tooling or do anything which would prejudice the interest of OZONE. However, OZONE. as the owner of
the said Tooling shall have the right to hypothecate or to create a charge against it as it may deem fit.
(t) Any nominee of OZONE. acceptable to SUPPLIER shall with prior notice to SUPPLIER be entitled to enter
their works/unit where the Tooling is being installed or used for the purpose of inspection at reasonable times.

(u) The Tooling shall be marked by SUPPLIER with a sign indicating that the ownership of the same is
vested with OZONE.

(v) OZONE owned tooling procured by SUPPLIER or delivered at the premises of SUPPLIER would be
subject to the following treatment:

i. Credit benefit enjoyed by SUPPLIER would be recovered by OZONE through a separate

Debit note (based on the statement from SUPPLIER confirming credit which has to be issued
within 7 days of credit) and SUPPLIER shall settle the same within seven days.
ii. Intrinsic value of cost of such tools / equipment’s would need to be considered for
computing GST and SUPPLIER would determine the same after considering the tax
implication.
iii. While transferring the ownership of such tools, OZONE would provide necessary
guidance to SUPPLIER for determining the applicability of GST & HSN Code on such
tools
iv. Submission of final tooling invoice shall be accompanied by Chartered Engineer
Certificate validating tool life & tool amortization cost.

Payment for Tooling:

OZONE. will make an advance payment for the tooling on the timelines mutually agreed for assembly line
Tooling, Jigs, Fixtures, etc. for the purpose of assembly of axles. The advance payment paid by OZONE. to
SUPPLIER will be duly secured by SUPPLIER by way of .

Accepted by
Ozone Overseas Pvt.Ltd. (Insert Suppliers Name & Address)