ORIX

ORIX AUTO INFRASTRUCTURE SERVICES LIMITED

Vendor Name
Kind Attention
: Kht Prime ( A Division Of Kht Agencies Pvt Ltd)
(Dealer/Seller)
: Jeevan John
Purchase Order
Dated As : 27-JUN-2024
Address : No 92 & 93 Garden City Plaza Amar Jyothi Layout
Koramangala.....,Bangalore,Karnataka,560071 Purchase Order : DMOL02000064587

GSTIN No. : 29AAACK7822R1ZT

State Code : 29

Bill To : ORIX AUTO INFRASTRUCTURE SERVICES LIMITED (Buyer/Lessor)

New Byappanahalli Extn-1, Bandappa Colony, Old Madras Road, Opposite Montfort College, Bengaluru, Bengaluru Urban,

PAN : AAACO2563P
GSTIN : 29AAACO2563P1ZX
State Code : 29
Company Phone :
Website : www.orixindia.com
Email : [email protected]
Name & Address for Registration under Motor Vehicle Act & Rules (Delivery Location):
Dell International Services India Private Limited
12/1 Divyasree Greenschallaghattavillage Varthur Hobli Bengaluru-560071 ,Bangalore,Karnataka,560071

Registration Type : Corporate

NIRMALKUMAR MANTURMATH
Name of User :
Tentative Delivery : 06-JUL-2024
Date

HSN Code
Sr.No Description of Goods Total (Rs)
(GST)
Vehicle Model : JEEP/COMPASS/2.0L S AT 8703
4*2/2024/DIESEL/AUTOMATIC/5
Color : Galaxy Blue /ALL/

Base Price Rs. 1,938,000.00

SGST @14% on Base price Rs. 271,320.00

CGST @14% on Base price Rs. 271,320.00

IGST @0% on Base price Rs. 0.00

Compensation Cess @20% on Base price Rs. 426,360.00

A Ex-Showroom Price / Invoice Amount Rs. 2,907,000.00

B TCS Rs. 29,070.00

C Registration Charges Rs. 620,693.00

SGST @ __% on Registration (If applicable) Rs. 0.00

CGST @ __% on Registration (If applicable) Rs. 0.00

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 IGST @ __% on Registration (If applicable) Rs. 0.00

D Insurance Rs. 0.00

Accessories 1 Rs. 0.00

SGST @0% on Accessories 1 (If applicable) Rs. 0.00

CGST @0% on Accessories 1 (If applicable) Rs. 0.00

IGST @0% on Accessories 1 (If applicable) Rs. 0.00

E Total Accessories Rs. 0.00

F Extended Warranty Rs. 0.00

G Total Cost = (A+B+C+D+E+F) Rs. 3,556,763.00

H (LESS) Amount Paid by lessee/Co lessee to Dealer Rs. 0.00

I Amount Financed/Payable by Orix = (G-H) TOTAL Rs. 3,556,763.00

Additional Notes:

Instruction for Delivery: Take instruction from User.

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1. Acceptance 9. Shipping Terms

This Purchase Order (Order) is an offer by the company identified on the face of this Delivery shall be made in accordance with the Terms of this Order. The Supplier shall be
Purchase Order (the "Buyer/Lessor") for the purchase of the goods (the "Goods") responsible for obtaining transit insurance covering risk of damage, theft, loss or any such
specified, from the Vendor to whom the Order is addressed (the "Seller") in accordance condition from place of delivery until Goods reaches to Delivery Location. The Order number
with and subject to these terms and conditions specified herein. This Order will be must appear on all documents pertaining to the Order, invoices, packing lists,
deemed to be accepted by the Seller upon the first of the following to occur: (a) Seller correspondence, and all shipping documents. Seller shall not substitute good / material or
making, signing, or delivering to Buyer any letter, form, or other writing or instrument ship more than the quantity ordered. Supplier shall provide documents such as (i) Original
acknowledging acceptance; (b) any performance by Seller under the Order; or (c) the Tax Invoice; (ii) Original Debit Note (If applicable); (iii) Transit insurance cover copy prior to
passage of minimum three (3) days after Seller’s receipt of the Order without written delivery of Goods. Supplier shall submit following documents to the Buyer within 3 days of
notice to Buyer that Seller does not accept. This Order, together with any documents delivery (i) RTO Tax Receipt copy; (ii) Accessories Invoice (if any); (iii) Copy of delivery note
incorporated herein by reference, constitutes the sole and entire agreement of the signed by the Lessee or its nominee; (iv) Statement of account of Goods purchased vide this
parties with respect to the Order and supersedes all prior or similar understandings, Order; (v) Copy of transit insurance of Goods; (vi) No due confirmation; (vii) RC Book Smart
agreements, negotiations, representations and warranties, and communications, both Card Payment Receipt.
written and oral, with respect to the subject matter of the Order, unless a separate
overriding written contract has been entered into and signed by the parties. The Order
expressly limits Seller's acceptance to the terms of the Order. These Terms expressly 10. Representations and Warranties: Seller represents, warrants and undertakes
exclude any of Seller's terms and conditions of sale or any other document issued by to comply with the following:
Seller in connection with this Order.
(a) it shall raise a valid, correct and complete tax invoice / credit note / debit note/
2. Delivery supplementary invoice/ receipt voucher/ other related documents (collectively referred to as
‘Payment Document’) as prescribed under the applicable relevant taxation laws. Buyer shall
Seller shall deliver the Goods at the delivery point (the “Deliver Location”), and on the not be obliged to pay GST charged by the Seller in its invoice or such other documents until
date(s) specified in this Order (the "Delivery Date"). If no delivery date is specified, such time it appears in GSTR-2A of the Buyer. The Buyer shall be absolved from its obligation
Seller shall deliver in full within a reasonable time of receipt of the Order. Timely to pay GST charged by the Seller in an invoice, if GST charged on such invoice does not
delivery of Goods is of an essence of this Order. If Seller fails to deliver the Goods in appear as input credit in GSTR-2A of the Buyer, on or before 31st August following the end of
full, on the Delivery Date, for any reason whatsoever, the Buyer shall have right to the financial year to which such invoice or Payment Document, as the case maybe, pertains
terminate or cancel the Order immediately and Seller shall indemnify Buyer against to.
any losses, damages, and reasonable costs and expenses attributable to Seller's failure
to deliver. (b) it shall raise a valid, correct and complete tax invoice / credit note / debit note/
supplementary invoice/ E-Invoice receipt voucher/ other related documents (collectively
referred to as ‘Payment Document’) as prescribed under the applicable relevant taxation
3. Inspection laws. Buyer shall not be obliged to pay TCS charged by the Seller in its invoice or such other
documents until such time it appears in Form 26 AS of the Buyer. The Buyer shall be
Buyer or its representative reserves the right to inspect the Goods on or after the absolved from its obligation to pay TCS charged by the Seller in an invoice, if TCS charged on
Delivery Date. Buyer, at its sole option, may reject all or any portion of the Goods if it such invoice does not appear as tax credit in Form 26 AS of the Buyer.
determines the Goods are defective or nonconforming. If Buyer requires replacement of
the Goods, pursuant to Clause 7, Seller shall promptly replace the nonconforming (c) Seller shall issue E-invoice if applicable as per provisions of GST. If Seller does not issue E-
Goods. If Seller fails to timely deliver replacement Goods, Seller shall refund the invoice and due to which Buyer lose any claim of input tax credit, then seller shall indemnify
advance amount, if any, paid by the Buyer to the Seller with interest @ 18% p.a. and such loss of input tax credit along with interest and penalty to buyer. Seller shall also file
the Buyer shall terminate this Order for cause pursuant to Clause 6. Any inspection or GSTR 1 and GSTR 3B or any such other returns as he is required to file as per provisions of
other action by Buyer under this Section shall not affect Seller's obligations under the GST law basis on which buyer can claim GST input tax credit. If any loss occurred to Buyer
Order, and Buyer shall have the right to further inspection after Seller takes remedial due to default of Seller in filing any of the returns, then Seller shall indemnify such losses to
action. Buyer along with interest and penalty. Buyer reserves the right to recover/withhold an
amount equivalent to the loss suffered by Buyer due to default of Seller as stipulated in this
4. Cumulative Remedies
clause along with any interest and penalty from any other ongoing contract/order or future
The rights and remedies under this Order are cumulative and are in addition to any order of the Seller. Buyer shall not be obliged to pay GST charged by the Seller in its invoice
other rights and remedies available at law or in equity or otherwise. If Seller is in or such other documents until such time it appears in GSTR-2A/2B of the Buyer. The Buyer
breach of the warranties set out in Clause 7, Seller will, at its sole cost, replace or shall be absolved from its obligation to pay GST charged by the Seller in an invoice, if GST
repair the Goods or re-perform Services to Buyer’s satisfaction. charged on such invoice does not appear as input credit in GSTR-2A/2B of the Buyer, on or
before 31st August following the end of the financial year to which such invoice or Payment
5. Price and Payment Document, as the case maybe, pertains to.
The price of the Goods is the price stated on the face of this Order (the “Price”). Seller (d) Seller shall comply with all the provisions and compliance requirements under applicable
shall invoice Buyer for the Order within (7) days of the delivery of Goods / Services. The relevant taxation laws, including without limitation, timely registration (including any
Seller shall ensure that price and description of Goods specified in the invoice shall be amendments/additions/deletions thereto), filing of all necessary information and returns/
as specified in the Order. Unless otherwise stated in the Order and subject to Clause forms, furnishing of all Payment Documents, payment of applicable taxes, etc. The Seller
12, Buyer shall pay all properly invoiced amounts due to Seller not later than sixty (60) shall maintain its GST compliance rating score as and when notified by relevant taxation
days after receipt of such invoice, except for any amounts disputed by Buyer. The authority and that the Seller shall ensure that such rating does not fall below parameters/
parties shall seek to resolve all such disputes expeditiously and in good faith. Seller benchmarks as prescribed by such relevant taxation authority , from time to time.
shall continue performing its obligations under the Order notwithstanding any such
dispute. Without prejudice to any other right or remedy, Buyer reserves the right to set (e) The Seller represents that they are / are not a Micro/Small enterprise or a ‘supplier’ within
off any amount owing to it by Seller against any amount payable by Buyer to Seller. the meaning prescribed under the Micro Small and Medium Enterprises Development Act,
Payment of an invoice is not evidence or admission that the Goods meet the 2006 (“MSMED Act”). If Seller is Micro / Small Enterprise in terms of the MSMED Act they
requirements of the Order. shall periodically submit such documentation (including registrations prescribed under the
6. Termination MSMED Act) as may be required by Buyer to determine their status as a micro or small
[whichever is applicable] enterprise. However, if they acquire the status of Micro/Small
Buyer may terminate this Order, in whole or in part, for any reason upon thirty (30) enterprise, or otherwise become eligible for categorization as a ‘supplier’ within the meaning
days' prior written notice to Seller. In addition to any remedies provided herein, Buyer prescribed under the MSMED Act subsequently, they would inform to Buyer by writing
may terminate this Order with immediate effect, either before or after acceptance of forthwith along with such documentation as may be required by Buyer to determine their
Goods, if Seller has breached any of the Terms herein. If the Seller becomes insolvent, status as a Micro/Small Enterprise. The Seller further represents that they will promptly
commences or has commenced by it or against it bankruptcy proceedings, inform Buyer in writing in the event of any change in their status under the MSMED Act and
receivership, reorganization or assignment for the benefit of creditors, then the Buyer in no event later than 30 days of change of such status. The Seller agrees that on and from
may terminate this Order. If Buyer terminates the Order for any reason, Seller's sole the date of change in their status from a micro/small [select whichever is applicable], the
and exclusive remedy is payment for the Goods received and accepted by Buyer prior provisions of MSMED Act shall cease to apply to them and the Buyer shall then be bound by
to the termination. Notwithstanding the termination of the Order for reason as stated the invoicing, payment and related provisions of Buyer as is applicable to establishments
above, the Buyer may cancel the Order for reason to be provided in writing and without that are not a micro or small enterprise or a ‘supplier’ under the MSMED Act. The Seller shall
any cost not later than 7 (Seven) working day from the date of issuance of the Order. In indemnify Buyer against any claims, losses, damages, etc. that might arise out of or is
such case the Seller agrees to refund to the Buyer all sums of money that the Buyer attributable to any violation by the Seller of the covenants under this clause, including but
may have paid to the Seller alongwith issuance of the Order. not limited to: (a) The Seller failure to inform/furnish a correct declaration on time; (b) The
7. Warranties Seller informing/furnishing any wrong declaration; & (c) The Seller’s failure to comply with
the provisions of the MSMED Act (if applicable); (d) any failure of the Seller to provide correct
Seller warrants to Buyer that Goods deliver to the Buyer will: (a) be free from any and updated invoices within the contractually agreed period which opens the Buyer to a
defects in workmanship, material and design; (b) conform to applicable specifications; claim for liability (monetary or otherwise) in case of delayed payments, or any case (e) any
(c) be fit for their intended purpose and operate as intended; (d) be free and clear of all failure to submit such documentation as may be required by Buyer to determine their status.
liens, security interests or other encumbrances. These warranties survive any delivery,
inspection, acceptance or payment. These warranties are cumulative and in addition to
any other warranty provided by the manufacturer of Goods or provided under law or 11. Taxes
equity. Any applicable statute of limitations runs from the date of Buyer's discovery of
the noncompliance. If Buyer gives Seller notice of noncompliance, Seller shall, at its Unless specified otherwise on the face of the Order, the prices are inclusive of, and Seller
own cost and expense, promptly replace or repair the nonconforming Goods. shall be solely responsible for and pay, all state, and local taxes, including, but not limited to,
goods and services tax.
8. Confidential Information
Seller shall not charge TCS u/s 206C(1H) of Income Tac Act, 1961 if aggregated sale to Buyer
All non-public, confidential or proprietary information of the Buyer, including, but not exceeds INR 50 lakhs for sale of goods. In that case Buyer shall deduct Tax Deducted at
limited to, documents, Personal identifiable Information of its customers, business Source (TDS) under Income Tax Act, 1961 and shall provide appropriate documents / credits
operations, pricing, discounts or rebates, disclosed by Buyer to Seller, whether to Seller to claim the same.
disclosed orally or disclosed or accessed in written, electronic, or other form or media,
and whether or not marked, designated or otherwise identified as "confidential," in In case Seller is considered as specified person under section 206AB of Income Tax Act, then
connection with the Order is confidential, solely for the use of performing the Order and Buyer shall deduct TDS as per the provisions of Section 206AB of Income Tax Act 1961.
may not be disclosed or copied unless authorized by Buyer in writing. Upon Buyer's
request, Seller shall promptly return all documents and other materials received from
Buyer. Buyer shall be entitled to injunctive relief for any violation of this Section.

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12. Compliance 21. Severability
Seller warrants and represents If any term or provision of this Order is found invalid, illegal or unenforceable in any
(a) it shall comply with all the provisions and compliance requirements stipulated in jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term of
Para 10 (a) and (b) above specifically with regard to GST Compliance and other this Order or invalidate or render unenforceable such term in any other jurisdiction.
compliances under applicable relevant taxation laws, including without limitation,
timely registration (including any amendments/additions/deletions thereto), filing of all 22. Miscellaneous
necessary information and returns/ forms, furnishing of all Payment Documents,
payment of applicable taxes, etc. The Seller shall maintain its GST compliance rating Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations
score as and when notified by relevant taxation authority and that the Seller shall under the Order without Buyer’s prior written consent. Any purported assignment or
ensure that such rating does not fall below parameters/ benchmarks as prescribed by delegation in violation of this Clause shall be null and void. No assignment shall relieve
such relevant taxation authority , from time to time. the Seller of any of its obligations hereunder. No modification, alteration or amendment
of the Order shall be binding unless agreed to in writing and signed by Buyer. No waiver
(b) it is in compliance with and shall remain in compliance during performance of this by any party of any of the provisions of the Order shall be effective unless explicitly set
Order and ensure that its employees, agents, contractors and subcontractors (the forth in writing and signed by the party so waiving. No failure to exercise, or delay in
“Personnel”) comply with Buyer’s Supplier Code of Conduct available on Buyer’s exercising, any rights, remedy, power or privilege arising from the Order by Buyer shall
website at https://www.orixindia.com/pdf/OAIS-policy/corporate- operate or be construed as a waiver thereof, nor shall any single or partial exercise of
governance/Suppliers%20Code%20of%20Conduct.pdf and Buyer’s Business Conduct any right, remedy, or privilege hereunder preclude any other exercise of any additional
Principles available on Buyer’s website at https://www.orixindia.com/pdf/OAIS- right, remedy, or privilege.
policy/corporate-governance/Business%20Conduct%20Principles.pdf, and all applicable
laws, regulations and ordinances. Seller has and shall maintain in effect all the licenses,
permissions, authorizations, consents and permits required by law to carry out its
obligations under the Order. The Seller shall comply with all export and import laws of
all countries involved in the sale of Goods under this Order. Seller assumes all
responsibility for shipments of Goods requiring any government import clearance. If
Seller fails to comply with the laws, orders, rules, ordinances and regulations and as a
result Buyer is fined, Seller agrees to pay the fine and costs incident thereto or
reimburse Buyer for payment.
13. Indemnification
Seller shall defend, indemnify, and hold harmless Buyer and Buyer's parent company,
its subsidiaries, affiliates, successors or assigns and its respective directors, officers,
shareholders, and employees (collectively, "Indemnities’") against any and all loss,
injury, death, damage, liability, claim, action, judgment, interest, penalty, cost or
expense, including reasonable attorney and professional fees and costs, and the cost of
enforcing any right to indemnification hereunder (collectively, "Losses") arising out of
or occurring in connection with Seller’s performance of its obligations or Seller's
negligence, willful misconduct or breach of the Terms of this Order or Order placed by
its subsidiary or holding Company or possession of the Goods infringes or
misappropriates the patent, copyright, trade secret or other intellectual property right
of any third party. Seller shall not enter into any settlement without Buyer's or
Indemnitees’ prior written consent.

14. Title and Risk of Loss

Unless otherwise specified in the Order, risk of loss of the Goods remains with Seller
and title will not pass to Buyer until the Goods are delivered to and accepted by Buyer
at the Delivery Location.
15. Force Majeure

Neither party shall be liable to the other for any delay or failure in performing its
obligations under the Order to the extent that such delay or failure is caused by an
event or circumstance that is beyond the reasonable control of that party, without such
party's fault or negligence, and which by its nature could not have been foreseen by
such party ("Force Majeure Event"). Force Majeure Events include, but are not limited
to, acts of God or the public enemy, government restrictions, floods, fire, earthquakes,
explosion, pandemic, epidemic, war, invasion, terrorist acts, riots, strike, or embargoes.
Seller's economic hardship or changes in market conditions are not considered Force
Majeure Events. Seller shall use all diligent efforts to end the failure or delay of its
performance, ensure that the effects of any Force Majeure Event are minimized and
resume performance under the Order. If a Force Majeure Event prevents Seller from
performance for a continuous period of more than fifteen (15) business days, Buyer
may terminate this Order immediately by giving written notice to Seller.

16. Relationship of the Parties

The Seller is an independent contractor of Buyer. Nothing contained herein shall be
construed as creating any agency, partnership, employment or fiduciary relationship.
Neither party shall have authority to bind the other party in any manner whatsoever.
17. Governing Law and Venue

All matters arising out of or relating to this Order shall be governed by and construed in
accordance with the internal laws of the state or territory identified in the address for
the Buyer on the Order, excluding its choice or conflict of law rules. Each party
irrevocably and unconditionally submits to the exclusive jurisdiction of the state or
territorial courts in the state or territory identified in the address for the Buyer on the
Order and the courts of appeal from them.
18. Notices

All notices, consents, claims, demands, waivers and communications hereunder (each,
a "Notice") shall be in writing and addressed to the parties at the addresses set forth
on the face of this Order or to such other address that may be designated by the
receiving party in writing. All Notices shall be delivered by personal delivery, nationally
recognized overnight courier (all fees pre-paid), or certified or registered post (return
receipt requested, postage prepaid) or through email. A Notice is effective only upon
receipt of the receiving party.
19. Inconsistent Terms

The terms found on the face of this Order shall govern over the terms and conditions
herein. Any separate written overriding agreement signed by both parties shall govern
over the terms of the Order.

20. Survival
Provisions of this Order which by their nature should apply beyond any termination of
this Order will remain in effect for the period expressed within the Clause but not
longer than a period of two (2) years.