Page : 1 /3

Caparo Engineering India Limited

(Metal Systems)
PURCHASE ORDER
T-1, T-2 SIPCOT Industrial Estate,
Phase II, Sunguvarchatram, Sriperumbudur Taluk,
Kanchipuram District - 602106
Tamil Nadu, India
Tel No: 04427167502 , Fax No:04427167501
GST No : 33AABCC7862N1ZB
Vendor Name & Address PO No: 1910013163 Delivery Address :
International Trading Corporation Caparo Engineering India Limited
(111375) PO Date: 07.11.2024 (Metal Systems)
183/3L T.H. Road, Tondiarpet T-1, T-2 SIPCOT Industrial Estate,
PO Type: Domestic
Chennai -600081 Phase II, Sunguvarchatram,
Tamil Nadu , India Quotn Ref: Sriperumbudur Taluk,
Tel No: 9043633895 Kanchipuram District - 602106
GST No :33AAIFI7084G1Z9 Qtn Date: Tamil Nadu
E-Mail :[email protected] India
Amendment No: 000 Tel No: 04427167502
Fax No:04427167501
Effective Date: 07.11.2024

Amd. Date:

Validity : 31.03.2025

Please arrange to deliver the listed in accordance with the terms and conditions:

S.No ItemCode Item Description HSN UOM Qty Basic CGST CGST SGS SGST IGST IGST Amount
No Price % Val T% VAL % VAL in(INR)
1 11008021 RM_SAPH45-P(JIS G 7209 KG 16000.00 66 9.00 % 95,040.0 9.00 % 95,040. 0.00 % 0.00 1,246,080.0
3113) 0 00 0
2500X1250X4.5MM
2 11012323 RM_SAPH440_3.5 X 7209 KG 16000.00 63.45 9.00 % 91,368.0 9.00 % 91,368. 0.00 % 0.00 1,197,936.0
520 X 610 MM 0 00 0
RM_SAPH440_3.5 X
520 X 610 MM
3 11012333 RM_SAPH440_3.5 X 7209 KG 12000.00 63.45 9.00 % 68,526.0 9.00 % 68,526. 0.00 % 0.00 898,452.00
528 X 610 MM 0 00
RM_SAPH440_3.5 X
528 X 610 MM
4 11011434 SHEET IS513-D 720916 KG 1000.00 65 9.00 % 5,850.00 9.00 % 5,850.0 0.00 % 0.00 76,700.00
2X1350X890 MM 30 0
5 11012121 RM_SAPH440_3.5 X 7209 KG 9500.00 63.45 9.00 % 54,249.7 9.00 % 54,249. 0.00 % 0.00 711,274.50
1000 X 440 MM 5 75
RM_SAPH440_3.5 X
1000 X 440 MM
Total Amount : 315,033.75 315,033.75 0.00 4,130,442.5
0
Amount (In Words): INR Forty One Lakh Thirty Thousand Four Hundred Forty Two Rupees Fifty Paise
Terms & Conditions :
Packing and Forwarding 0.00 Payment Terms Payment Terms: As Mentioned in
Remarks below
Insurance 0.00 Mode of Payment
Freight Charges 0.00 DeliveryTerms
Delivery Date 07.11.2024 Mode of Delivery/
Remarks For Caparo Engineering India Limited
FOR DOOSAN & WOOSU RM MONTH OF NOV-24

Authorised Signatory

Regd Office: 1010,10th Floor, Kailash Building, 26 Kasturba Gandhi Marg, New Delhi-110001
 Page : 2 /4

Caparo Engineering India Limited

(Metal Systems)
PURCHASE ORDER
T-1, T-2 SIPCOT Industrial Estate,
Phase II, Sunguvarchatram, Sriperumbudur Taluk,
Kanchipuram District - 602106
Tamil Nadu, India
Tel No: 04427167502 , Fax No:04427167501
GST No : 33AABCC7862N1ZB
Vendor Name & Address PO No: 1910013163 Delivery Address :
International Trading Corporation Caparo Engineering India Limited
(111375) PO Date: 07.11.2024 (Metal Systems)
183/3L T.H. Road, Tondiarpet T-1, T-2 SIPCOT Industrial Estate,
PO Type: Domestic
Chennai -600081 Phase II, Sunguvarchatram,
Tamil Nadu , India Quotn Ref: Sriperumbudur Taluk,
Tel No: 9043633895 Kanchipuram District - 602106
GST No :33AAIFI7084G1Z9 Qtn Date: Tamil Nadu
E-Mail :[email protected] India
Amendment No: 000 Tel No: 04427167502
Fax No:04427167501
Effective Date: 07.11.2024

Amd. Date:

Validity : 31.03.2025

Please arrange to deliver the listed in accordance with the terms and conditions:

Notes :
1. Our PO No , PO date, Transit Insurance policy no, Item Code,HSN Code must appear on all challan/Invoices
2. All supplier must give Invoice in Original(For Receiptant), Duplicate (for transporter) to claim input tax credit(ITC) and Triplicate for Supplier.
3. The material shall be inspected by us at our end & to our satisfaction. If material is found defective you have to replace
such defective material free of cost to us. All consignments must accompany your inspection & material test certificate.
4. Please give your acceptance on PO within 3 Days. We reserve to cancel this PO if delivery schedule is not adhered.
5. The material shall be accepted only between 0900 to 1700 Hrs.
6. All disputes are under jurisdiction to courts of New Delhi.
7. The PO is governed and regulated by the annexed Purchase order terms & conditions.

Regd Office: 1010,10th Floor, Kailash Building, 26 Kasturba Gandhi Marg, New Delhi-110001
 Page: 3 /4

The
Terms and Conditions
following General Purchase Conditions (hereinafter called 'T&C') shall exclusively and 9. WARRANTY: All goods duly processed and supplied against this PO should conform to latest Indian
specifically apply between Vendor (hereinafter called 'Supplier') and CAPARO ENGINEERING INDIA LTD. Standards, it should be new, merchantable quality and should have standard/excellent workmanship and
(hereinafter called 'CAPARO') unless varied by express agreement or by additional terms, if any, it for their intended purpose. Supplier warrants/guarantees that the goods covered under this PO will
accepted in writing by both the parties. These conditions shall be conclusive and binding between the conform to the specifications, drawings, samples, or descriptions furnished to or by CAPARO, and will
parties and will override any other terms & conditions previously agreed between the Parties: be merchantable, of good material and workmanship and free from defects. In addition, Supplier
1. ACCEPTANCE: Supplier acknowledges to have read and understood these T &C and agrees that acknowledges that Supplier knows of CAPARO's intended use and warrants/guarantees that all goods
Supplier's written acceptance within 7 days of receipt of this Purchase Order or commencement of any covered under this PO that have been selected, designed, manufactured or assembled by Supplier based
work or services under this Purchase Order (hereinafter called 'PO') shall constitute and be upon CAPARO's stated use will be fit and sufficient for the particular purposes intended by CAPARO.
construed as acceptance of these T&C. Acknowledgement, shipment or performance of any part of the PO The Supplier shall be deemed to provide, to CAPARO and / or to CAPARO's customers, warranty for a
will constitute acceptance by Supplier without reservation of all of these T&C. These Purchase Terms period not less than the period as may be provided under any applicable law or for a period that the
shall apply even where CAPARO accepts delivery without reservation having knowledge of conflicting or CAPARO may offer to its customers, whichever is longer. Supplier further acknowledges, agrees and
deviating terms and conditions of Supplier. If the Supplier does not intimate its written acceptance understands that if so required by CAPARO the Supplier shall enter into a separate warranty agreement
of this PO within 7 days of its issuance then CAPARO shall be entitled to cancel/revoke this order. and to the extent that there is any inconsistency between the terms of such warranty agreement and
If the terms of acceptance vary from the terms of the PO, CAPARO is only bound thereby if it agrees the terms of this order, the terms of such warranty agreement shall prevail. In absence of a warranty
to such variation in writing. CAPARO hereby specifically objects to any alteration of the PO, agreement, the terms & conditions mentioned herein shall prevail. If the Supplier provides subsequent
including these T&C, or to any additional or different terms or conditions set forth in any performance or repairs, the Guarantee periods set out in Section15 shall begin to run once again from
communication from Supplier. No increase in prices shall be permitted during the performance under the date of repair or replacement of the defective goods or services.
this PO. These terms and conditions shall survive and would be binding between the parties for the 10. INGREDIENTS DISCLOSURE; SPECIAL WARNINGS AND INSTRUCTIONS: If requested by CAPARO, Supplier shall
period as stipulated in this PO or any amendment thereof as approved by CAPARO. promptly furnish to CAPARO in such form and detail as CAPARO may direct: (a) a list of all
2. PACKING AND DISPATCH: The terms of shipment and the point of delivery to CAPARO ("Delivery Point") ingredients in the goods; (b) the amount of all ingredients; and (c) information concerning any
shall be as specified in the Purchase Order. Any reference in the P.O to "INCOTERMS" shall mean changes in or additions to such ingredients. Prior to and with the goods dispatched, Supplier agrees
INCOTERMS 2010 as specified in the Purchase Order. Time is of the essence. Accordingly, Supplier to furnish to CAPARO sufficient warning and notice in writing (including appropriate labels on the
agrees to deliver "on time" all Goods to CAPARO and perform all Services for CAPARO on the required goods, containers and packing) of any hazardous material that is an ingredient or a part of any of
scheduled deliver date specified by CAPARO in the P.O. Supplier agrees: (a) to properly pack, mark the goods, together with such special handling instructions as may be necessary to advise carriers,
and transport/ship goods in accordance with the quantity and quality requirements/specified CAPARO, and their respective employees of how to exercise that measure of care and precaution that
standards/delivery schedules of CAPARO and shall ensure to prevent any damage or deterioration during will best prevent bodily injury or property damage in the handling, transportation, processing, use
transit; Goods shall be packaged so as to minimize any damage to the Goods while in transit, or disposal of the goods, containers and packing shipped to CAPARO.
transportation taking into account the nature and weight of the Goods and the means of the transport 11. INSOLVENCY/BANKRUPTCY ETC: CAPARO may immediately terminate this PO without liability to CAPARO
used (b) to make deliveries in quantity, quality and at times specified in PO or as directed by in any of the following or any other comparable events: (a) insolvency of Supplier; (b) filing of a
CAPARO with an understanding that time is of the essence; (c) that CAPARO shall not be required to voluntary petition in bankruptcy by Supplier; (c) filing of any involuntary petition in bankruptcy
make payment for goods delivered to CAPARO that are in excess of quantities specified by CAPARO; (d) against Supplier; or (d) appointment of a receiver or trustee for Supplier. Supplier shall reimburse
to mark each unit of packed materials with basic information such as Lot Identification, Part Number, CAPARO for all costs incurred by CAPARO in connection with any of the foregoing, including, but not
Date of Manufacture, Supplier Code, Quality Reports, PO Number and any other information as may be limited to, all attorneys or other professional fees. In the event of termination CAPARO may continue
desired by CAPARO (e) to stamp the materials or parts with mark or design stipulated by CAPARO and to utilize existing facilities, deliveries or services already performed by the Supplier in exchange
such mark or design shall not be used by Supplier for supply of materials to any other company; (f) for reasonable payment.
to communicate dispatch details in advance to Materials Manager of CAPARO by Email/Courier; (g) to 12. TERMINATION: CAPARO reserves its rights to terminate all or any part of this PO, without having
ensure that goods dispatched through Road, Rail, Air, Ship should be accompanied by appropriate any liability towards Supplier, if Supplier: (a) breaches any of the terms of this PO or other
transport documents in the name of CAPARO; (h) that, in case of failure to meet the Delivery agreement in writing executed between Supplier and CAPARO, including Supplier's warranties; (b) fails
Schedule, Supplier shall send the goods, at costs of Supplier, by premium transport (such as to perform services or deliver goods as specified by CAPARO; (c) fails to make progress which
dedicated vehicle, train, Air etc.) as directed by CAPARO; (i) not to make any additional charge for endangers timely and proper completion of services or delivery of goods; (d) does not correct such
handling, packaging, storage or transportation of goods; CAPARO is not responsible for any charge for failure or breach within 5 days or such shorter or longer time as desired/approved by CAPARO after
packing, boxing, storage or cartage unless otherwise agreed to in writing. (j) to ensure that poly receipt of written notice from CAPARO specifying such failure or breach and (e) the execution of this
bags used for packing are not less than 40 microns thickness (k) to ensure that mode of transport is PO becomes impossible to be performed due to any reason whatsoever. In addition to the aforesaid,
used in due compliance of legal requirements as laid down by Central Govt. & State Govt. including CAPARO may terminate this PO upon giving 30 days notice to Supplier, without having any liability
valid license and pollution certificate etc.,(l) to ensure that delivery of materials be done at the towards Supplier, if Supplier (i) sells, or offers to sell, a material portion of its assets, or (ii)
place as directed by CAPARO between 9.00 A.M and 4.00 P.M on all working days. If the materials reach sells or exchanges, or offers to sell or exchange, or causes to be sold or exchanged, a sufficient
after 4.00 P.M. delivery of the same will be accepted on the following working day without any extra amount of its stock that effects a change in the control of Supplier, or (iii) the continuation of
cost to CAPARO; (m) that in case the goods do not meet CAPARO's quality norms. CAPARO may either the business relationship does not appear financially viable to the CAPARO. It is further agreed
change the rate of scheduled supplies or direct suspension of scheduled supplies, neither of which between the parties that breach of this order shall, at the option of CAPARO, constitute breach of
shall entitle Supplier to a modification of the price for goods or services covered by this PO; (n) the other order/s with the Supplier, which will confer a right on CAPARO to terminate the other
that where quantities and/or delivery schedules are not specified, Supplier shall deliver goods in order(s) also at the risk and cost of the Supplier. In addition to any other rights and remedies of
such quantities and at such times as directed by CAPARO; (o) Supplier shall use the Materials only CAPARO, CAPARO shall be entitled to terminate all or any part of this PO, by giving a 30 days' notice
from the sources as approved by CAPARO; (p) in case of dangerous goods, the Supplier shall submit to the Supplier in that behalf, without assigning any reason therefore. All obligations of the
details of packaging and transportation plan to CAPARO for confirmation prior to shipment; and (q) Supplier undertaken prior to termination shall survive. After receipt of such a notice, the Supplier
the material should be insured of complete replacement value to the satisfaction of CAPARO. shall not process the said goods and forthwith hand over all the supplies/ products/ raw materials/
3. BILLING AND PAYMENTS: (a) Supplier shall make Invoices for each supply and the payment shall be as machines/ tools /drawings etc. furnished by CAPARO to the Supplier, which are in the Supplier's
per the terms mentioned in the PO and in accordance with the applicable provisions of the Central custody, along with the product processed by the Supplier and remaining in the Supplier's custody.
Goods and Service Tax Act 2017; (b) Payment to the Supplier shall not be made if any rejection takes Upon such termination, CAPARO shall pay to Supplier the PO price for all goods or services that have
place in the line and if the payment has already been made the same shall be adjusted from the next been completed in accordance with this PO and not previously paid for. Upon termination, CAPARO will
payment due to the Supplier; (c) Where goods are not accompanied with required original documents make no payments for finished goods, services, work-in-process or raw materials fabricated or
(including Duplicate copy of Invoice for Transporter) CAPARO may either refuse the consignment and procured by Supplier in amounts in excess of those authorized in delivery schedules nor for any
return the same or accept the consignment but shall not reimburse the excise duty element to the undelivered goods that are in Supplier's standard stock or that are readily marketable. Payments made
Supplier or it shall be as per the decision of CAPARO in this regard; (d) The prices shall be kept under this Paragraph shall not exceed the aggregate price payable by CAPARO for finished goods or
firm by the Supplier till the completion of delivery of the quantity as mentioned in the PO,unless services that would be produced or performed by Supplier under delivery or release schedules
otherwise agreed to specifically in writing by CAPARO and shall be inclusive of packing and free outstanding at the date of termination. Except as provided in this Paragraph, CAPARO shall not be
delivery at the place as directed by CAPARO in the order; (e) If required, CAPARO may withhold liable for and shall not be required to make payments to Supplier, directly or on account of claims
payment pending receipt of required relevant evidence, in such form and detail as CAPARO may direct, by Supplier's sub-contractors, for loss of anticipated profit, unabsorbed overhead, interest on
of the absence of any liens, encumbrances and claims on the goods or services under this PO; (f) for claims, product development and engineering costs, facilities and equipment rearrangement costs or
deliveries involving installation, commissioning or services the transfer of risk occurs on rental, unamortized depreciation costs, or general and administrative burden charges from termination
acceptance and for deliveries not involving installation or commissioning, the transfer of risk shall of this PO. CAPARO may at any time instruct the Supplier to suspend part or all of the supply and/or
be upon receipt by CAPARO at the designated place of receipt; (g) where the price is quoted free to services of goods. During suspension the Supplier, without any cost to CAPARO, shall protect, store
CAPARO by the Supplier, CAPARO may also determine the method of transportation; and (h) Any and secure such part or all of the work or goods against any deterioration, loss or damage orother
supplementary costs arising from the need to meet the delivery deadline by way of expedited delivery losses. All work so stopped shall be resumed by the Supplier based on a schedule to be mutually
shall be borne by the Supplier. agreed upon between CAPARO and the Supplier.
4. PAYMENT: Payment of service/ processing charges for goods delivered, provided they are not 13. INTELLECTUAL PROPERTY: Supplier agrees: (a) Supplier, including its employees or representatives
rejected by CAPARO shall be made as per the terms stated in the order. Payment falls due after the while dealing and working with CAPARO, may have access and occasion to acquire confidential know-how,
stipulated/agreed credit period from the date of receipt of materials/goods or from the date of including but not limited to drawings, specifications, technical data, paper and other trade secrets
receipt of bills, whichever is later. Bills should be submitted within 4 days from the date of of CAPARO. Supplier undertakes not to disclose such information specifically marked as confidential
delivery. CAPARO shall at all point of time have all rights to deduct from any unpaid bills, debit by CAPARO including such other information which, by their characteristics itself, are confidential
notes falling due in case any goods/services are rejected and/or any claims for deductions are raised in nature. Supplier further undertakes to take the responsibility of ensuring that its employees,
on the Supplier of whatever nature. Payment for the material in terms of the invoice shall completely representatives are similarly prohibited from doing so. If any breach of obligations as hereinabove
release and discharge CAPARO of all its obligations under this PO. is observed, then CAPARO shall have the liberty to take appropriate action against supplier, in Law,
5. CHANGES: CAPARO reserves the right at any time to direct changes or cause Supplier to make changes as a result of such breach; (b) To defend, hold harmless and indemnify CAPARO, its successors and
to drawings,, or delivery schedules or specifications of the goods or to otherwise change the scope customers against all claims, demands, losses, suits, damages, liability and expenses (including
of the work covered by this PO including work with respect to such matters as inspection, testing or reasonable attorney fees) arising out of any suit, claim or action for actual or alleged direct or
quality control, and Supplier agrees to promptly make such changes, but no additional change will be contributory infringement of, or inducement to infringe, any intellectual property, including but not
allowed unless authorized in writing by CAPARO. If any such change results in change amount to be limited to, patent, trademark, copyright or designs etc by reason of the manufacture, use or sale of
paid by CAPARO, the Supplier shall notify CAPARO immediately and The difference, if any, in price or the goods or services ordered, including infringement arising out of compliance with specifications
time for performance resulting from such changes shall be equitably adjusted as decided by CAPARO furnished by CAPARO, or for actual or alleged misuse or misappropriation of a intellectual property
after receipt of documentation in such form and detail as CAPARO may direct. or trade secret resulting directly or indirectly from Supplier's actions; (c) To grant to CAPARO
6. SUPPLIER QUALITY AND DEVELOPMENT;INSPECTION: Supplier agrees to participate in CAPARO quality and including CAPARO's customer a worldwide, nonexclusive, royalty-free, irrevocable license to repair
development program(s) and to comply with all quality requirements and procedures specified by and have repaired, to reconstruct and have reconstructed the goods ordered hereunder. Supplier
CAPARO, as revised from time to time, including those applicable to Supplier. In addition, CAPARO assigns/transfers to CAPARO all rights, title and interest in and to all trademarks, copyrights and
shall have the right to enter Supplier's facility at reasonable times, with or without any prior designs in any material created for CAPARO under this order; (d) Supplier agrees not to assert any
intimation, to inspect the facility, goods, materials and any property of CAPARO covered by this PO. claim (including patent infringement) with respect to any technical information that Supplier shall
Inspection of goods by CAPARO whether during manufacture, prior to delivery or after delivery, shall have disclosed or may hereafter disclose to CAPARO in connection with the goods or services covered
not constitute acceptance of any work-in-process or finished goods and the goods shall be required by this PO; and (e) All intellectual property rights inter-alia trademarks/brand names/ labels or
meet the quality and warranty requirements. packing or other rights belonging to CAPARO in relation to the processed goods shall remain the
7. NONCONFORMING GOODS: Supplier acknowledges that CAPARO may or may not perform incoming inspections property of CAPARO and at no time during the currency of this PO or after the termination thereof,
of the goods, and waives any rights to require CAPARO to conduct such inspections. To the extent the Supplier shall be entitled to claim any rights to or interest in any such intellectual property
CAPARO rejects goods as nonconforming, the quantities under this PO will automatically be reduced rights or other rights belonging to CAPARO.
unless CAPARO otherwise notifies Supplier. The decision of CAPARO as to whether the nonconformity of 14. CONFIDENTIAL INFORMATION: All non-public, confidential or proprietary information of CAPARO,
goods shall be final and binding on the Supplier. All nonconforming goods shall be removed by the including, but not limited to, specifications, samples, patterns, designs, plans, drawings,
Supplier at its own costs within 15 days from the date of rejection note/ intimation posted by documents, data, business operations, pricing, discounts or rebates, disclosed by CAPARO to Supplier,
CAPARO. In case of failure to remove the goods CAPARO shall have all rights to remove the defective whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and
goods from CAPARO's premises and discard it. Under no circumstances shall CAPARO be liable or held whether or not marked, designated or otherwise identified as "confidential," in connection with the
accountable for any damage, loss, deterioration of the rejected goods for discarding the goods or for PO is confidential, solely for the use of performing this PO and may not be disclosed or copied
any value of it. CAPARO shall also be entitled to charge an amount of 5% (of the value of rejected unless authorized by CAPARO in writing. Upon CAPARO's request, Supplier shall promptly return all
goods) per week of the delay towards storage charges. Supplier shall rework or replace all the documents and other materials received from CAPARO.CAPARO shall be entitled to injunctive relief for
defective goods, free of cost, rejected at any Stage. If the Supplier fails to do so then the any violation of this Section.
Supplier shall fully bear the rework & repair cost incurred by CAPARO or end customer on account of 15. GUARANTEE: Supplier shall be bound to repair/replace free of cost any goods/ materials/ services
defective parts / goods supplied by the supplier. In case of penalties levied by the customer of processed and supplied by him, which become defective due to faulty design, material or workmanship
CAPARO or end customer on account of defective parts recall, line stoppages because of delay in or any other reasons within 18 months from date of completion of final installation and commissioning
deliveries, defects, etc., on account of Supplier, then the Supplier shall bear the same. Without or 24 months from the date of delivery whichever is earlier. In all such cases the to and fro freight
obtaining prior written approval of CAPARO the Supplier shall not sub contract its obligations under and insurance charges will be to the Supplier's account.
this PO, either in whole or in part, the manufacturing or supply of parts covered under this PO due 16. INDEMNIFICATION: (a) Without limiting any other remedy of CAPARO, the Supplier shall at its own
to any reasons and any violation of same shall entitle CAPARO to cancel this order in whole or in expense, defend, indemnify and hold harmless CAPARO, its directors, officers, employees, agents and
part and claim damages. Supplier shall be responsible for compliance of the approved PPAP customers from and against any and all loss, cost, expense, damages, claims, proceedings, actions,
requirements. No payments shall be made in case of rejections/nonconforming goods. Payment, if any, demands or liability, including legal counsel fees and expenses, incurred or suffered by CAPARO
made for nonconforming goods shall not constitute an acceptance of them, limit or impair CAPARO's resulting from bodily injury, sickness, disease, or death of persons, or damage to property arising
right to assert any legal or equitable remedy, or relieve Supplier's responsibility for latent out of or in connection with the Supplier's performance of this order including but not limited to:
defects. (i) negligence or willful misconduct of the Supplier, its employees, contractors, suppliers or
8. FORCE MAJEURE: Neither Party shall be liable for delay in its performance of its obligations and agents; (ii) defects in the workmanship, materials or design of the goods supplied, services or work
responsibilities under the PO due to: acts of God, including earthquake, cyclone, tsunami, tidal performed by the Supplier; (iii) failure to comply with central, state or local laws or
wave, hurricane, tornado, lightning strikes causing damage to Goods or severe hail storm or severe non-compliance and non-furnishing or furnishing of incorrect or incomplete
dust storm; fire or explosion; epidemic or quarantine; war, invasion, act of foreign enemies, documents/details/information under any law including those relating to GST ; or (iv) breach of this
hostilities (whether war be declared or not), civil war, terrorism act, rebellion, revolution, order; (b) The indemnity in this clause is a continuing indemnity and survives termination or
insurrection or military or usurped power, martial law or confiscation by order of any governmental expiration of this order; and (c) Without limiting the indemnity contained in this clause, if any of
authority; ionising radiations or contamination by radioactivity from any nuclear field or nuclear the persons employed or engaged by the Supplier or CAPARO's employees for any action and/or inaction
waste from combustion of nuclear fuel, but provided that the event is not caused by an act or of the Supplier, Supplier persons suffer injury, disablement (full or partial) and fatality or become
omission of Supplier or its sub-tier suppliers, is beyond the control of Supplier and its sub-tier ill while at CAPARO's premises or on site and requires medical treatment and/or transportation, the
suppliers, is an event against which it would have been unreasonable for the affected Party to Supplier shall pay and indemnify CAPARO for all costs and liability suffered or incurred by CAPARO
takeprecautions and could not have been avoided by the affected Party even by using its best efforts arising out of or in connection with the provision of or arrangement for such medical treatment
("Force Majeure Event"). The Party claiming the Force Majeure Event shall promptly notify the other, and/or transportation.
in writing, of the delay, the nature thereof, and the expected impact on schedule. Failure of
sub-tier suppliers and inability to obtain materials shall not be considered as an excusable delay.
If, due to such cause, Supplier should be unable to meet all of its delivery commitments for items
ordered hereunder as they become due, Supplier shall not discriminateagainst CAPARO or in favor of
any other customer in making deliveries of such items. However, if CAPARO believes that the delay or
anticipated delay in Supplier's deliveries may impair its ability to meet its production schedules or
may otherwise interfere with its operation, CAPARO may atits option, and without liability to
Supplier, cancel outstanding deliveries hereunder wholly or in part.
 Terms and Conditions Page: 4 /4

17. INSURANCE: Whenever Supplier shall, by virtue hereof, have in its possession property of CAPARO, sister companies or any other organization in which such party has an ownership stake or over which
Supplier shall be deemed as insurer thereof and shall be responsible for its safe return to CAPARO. such party can exert control, each of such party shall cause to observe the requirements of this
If Supplier is to perform any services for CAPARO on any premises owned or controlled by CAPARO or Agreement with respect to the information disclosed by parties to each other under this Agreement.
elsewhere, Supplier agrees to: (a) keep the premises and work free and clear of all mechanic's liens, 34. SURVIVAL: Neither expiration nor termination of this PO shall relieve the Supplier of any
and furnish to CAPARO proper affidavits and/or waivers certifying thereto; (b) perform such services outstanding obligations hereunder that by their nature survive such expiration or termination.
at Supplier's sole risk prior to its written acceptance by CAPARO and replace at Supplier's sole 35. MISCELLANEOUS: In the event of any terms and conditions given by the Supplier are at variance
expense all property damaged or destroyed by any cause whatsoever; (c) carry workmen's compensation with these terms and conditions, then these terms and condition shall prevail. However if there is
insurance covering all employees to be used by Supplier in connection with such services and public any valid contract subsisting between the parties then the agreed contractual terms and conditions
liability insurance covering Supplier's liability hereunder; and (d) prior to commencing the will supersede the general terms of the PO, in event of any conflict or otherwise. Unless otherwise
performance of any services hereunder, furnish to CAPARO certificates of its insurance carrier repugnant or inconsistent with the terms herein contained, wherever used in these T&C: (a) singular
showing that such workmen's compensation and liability and property damage insurance is in force. All shall mean and include plural; and (b) Goods shall mean and include Services.
shipments shall be insured for full value of goods therein. This insurance shall include value of any 36. LIMITATAION OF LIABILITY : The liability of CAPARO under this PO shall be limited and under no
materials furnished by CAPARO whether or not these materials have been altered by Supplier. Supplier circumstances, shall the liability of CAPARO be in excess of the amounts payable to the Supplier
accepts full responsibility for financial reimbursement to CAPARO for all materials, lost or damaged under the respective invoices.
and not insured. 37. ANTI- PROFETEERING: Under the GST regime, supplier/vendor/service provider needs to ensure that
18. SUPPLIER'S OBLIGATION: (a) Unless otherwise required/agreed to by CAPARO, Supplier, at its costs, any reduction in rate of tax on any supply of goods or services or the benefit of input tax credit
shall furnish, keep in good condition, and replace when necessary all its machinery, equipment, shall be passed on to the recipient by way of commensurate reduction in price by virtue of section
tools, jigs, dies, gauges, fixtures, moulds, patterns and other items ("Supplier's Property") 171 of Central Goods and Service Tax act, 2017.
necessary for the production of the goods. Supplier shall insure Supplier's Property against all
risks including but not restricted to fire and extended coverage insurance for its replacement value;
(b) It is essential that the goods are delivered free of any third party rights. The Supplier shall
verify the title and inform CAPARO of any possible conflicting industrial and intellectual property
rights. Any breach of such duty is subject to the normal statutory limitation period; (c) The
Supplier shall use the machine/ tools/ drawings/ specifications, etc. provided to the Supplier
exclusively for processing CAPARO's goods, and the same shall not be used by the Supplier for any
other purpose; (d) On being unable to fulfill the contractual obligations envisaged herein, the
Supplier shall not dispute the monetary value of the machines/tools/raw material etc. decided by
CAPARO and the Supplier hereby undertakes unconditionally and irrevocably on demand without demur to
pay the same to CAPARO. The total amount determined by CAPARO for the material lying with the
Supplier shall be admitted by the Supplier as the dues payable by the Supplier to CAPARO in terms of
money.
19. CAPARO's PROPERTY: In case some special tooling is required by the Supplier to manufacture the
Goods to be supplied under this P.O, the same will be provided to the Supplier by CAPARO, unless
otherwise agreed to by the parties in writing. All supplies, materials, tools, jigs, dies, gauges,
fixtures, moulds, patterns, equipment and other items furnished by CAPARO, either directly or
indirectly, to Supplier to perform this PO, or for which Supplier has been reimbursed by CAPARO,
shall be and remain the property of CAPARO and held by Supplier on a bailment basis ("CAPARO's
Property") and the Supplier shall only have a revocable license to use the CAPARO's Property
exclusively for the purposes of CAPARO and / or as per the instructions of CAPARO. Supplier shall
bear the risk of loss of and damage to CAPARO's Property. CAPARO's Property shall at all times be
properly housed, kept safe and maintained by Supplier at its expense and shall not be used by
Supplier for any purpose other than the performance of this PO; shall be conspicuously marked by
Supplier as the property of CAPARO; shall not be commingled with the property of Supplier or with
that of a third person; and shall not be moved from Supplier's premises without CAPARO's prior
written approval. CAPARO shall have the right to enter into Supplier's premises at all reasonable
times to inspect such property, to take written confirmations thereof periodically and to inspect and
take copy of Supplier's records with respect thereto. Upon the request of CAPARO, CAPARO's Property
shall be immediately released to CAPARO or delivered to CAPARO by Supplier, in which event CAPARO
shall pay to Supplier, if applicable, the reasonable costs of delivering such property to such
location as directed by CAPARO. Supplier shall not create any lien, include in its assets and / or
mark or hold out the CAPARO's Property as its own asset / property or create any other/third party
rights on any of CAPARO's Property irrespective of Supplier having performed any work on such
property or otherwise.
20. TITLE AND RISK OF LOSS: Unless otherwise specified in the P.O, title to all Goods sold to CAPARO
shall pass to CAPARO, after acceptance at the Delivery Point. All risk of loss or damage to Goods
prior to such Delivery Point shall fall upon Supplier. Defects as to quality appearing within six
months after the transfer of risk shall be deemed to have existed prior to the transfer of risk
unless this assumption is not applicable to the type of defect. Save as otherwise provided in this
PO, no right, title or interest shall be passed on to the Supplier by virtue of these presents, in
the supplies/ products/ raw materials/ machines/ tools /drawings etc. furnished by CAPARO to the
Supplier. The Supplier shall, at no time, contest or challenge our said and exclusive right, title,
interest in the said supplies/ products/ raw materials/ machines/ tools /drawings etc. Unless
otherwise specified in the order, risk of loss of the goods remains with Supplier and title will not
pass to CAPARO until the goods are delivered to and accepted by CAPARO at the delivery location
directed by CAPARO.CAPARO shall retain lien on any goods or products for which payment has been made
by CAPARO to the Supplier.
21. REMEDIES: The rights and remedies reserved to CAPARO in this PO shall be cumulative with, and
additional to, all other or further remedies provided in Law or in equity. Without limiting the
foregoing, should any goods fail to conform to the express or implied warranties, CAPARO shall notify
Supplier and Supplier shall, if requested by CAPARO, reimburse CAPARO for any incidental and
consequential damages caused by such nonconforming goods, including, but not limited to, costs,
expenses and losses incurred by CAPARO on account of or resulting from (a) inspecting, sorting,
repairing or replacing such nonconforming goods; (b) production interruptions; (c) conducting recall
campaigns or other corrective service actions, charge-backs etc.;(d) claims for personal injury
(including death) or property damage caused by such nonconforming goods; and (e) any claim of
customer of CAPARO attributable to Supplier's fault.
22. SETOFF: In addition to any right of setoff provided by law, all amounts recoverable from Supplier
shall be considered net of indebtedness of Supplier and its affiliates/subsidiaries to CAPARO and its
affiliates/subsidiaries; and CAPARO shall have the right to set-off against or to recoup from any
amounts payable to Supplier and its affiliates/ subsidiaries by CAPARO and its
affiliates/subsidiaries.
23. NO ADVERTISING: Supplier shall not, without first obtaining the written consent of CAPARO, in any
manner advertise or publish the fact that Supplier has contracted to furnish CAPARO the goods or
services covered by this PO, or use any trademarks or trade names of CAPARO or CAPARO's customer in
Supplier's advertising or promotional materials.
24. COMPLIANCE WITH LAWS; EMPLOYMENT/BUSINESS PRACTICES: Supplier and any goods or services supplied
by Supplier shall comply with all applicable laws, rules, regulations, orders, conventions,
ordinances or standards of the country(ies) of destination or that relate to the manufacture,
labeling, transportation, importation, exportation, licensing, approval or certification of the goods
or services, including, but not limited to those relating to data protection and privacy,
environmental matters, wages, hours, and conditions of employment, sub-contractor selection,
discrimination, occupational health/safety and motor vehicle safety etc. At CAPARO's request,
Supplier shall certify in writing its compliance with the foregoing. Supplier shall indemnify and
hold CAPARO harmless in full from and against any liability claims, demands or expenses (including
attorney's or other professional fees) arising from or relating to Supplier's noncompliance with the
provisions of these terms and conditions and specially pertaining to this clause. To the extent that
Supplier's representatives are required to enter onto CAPARO's site or property, Supplier shall
ensure that such representatives comply with CAPARO's health, safety and environmental policies and
standards.
25. RIGHT OF RECOVERY OF INPUT TAX CREDIT ON NON COMPLIANCE: CAPARO will have an unfettered right to
recover from the Supplier by way of a debit note, any sums including any penalty or interest, which
is either paid by CAPARO or is required by paid by CAPARO or demand for the same has been raised by
any authority, court or tribunal or any Input Tax Credit which CAPARO fails to receive, for reasons
due any non compliance by the supplier of any provisions of the applicable GST laws, including but
not limited to any non-filing of any GST returns by Supplier. Debit note so raised by CAPARO towards
recovery of such amounts, may be settled by CAPARO on redemption of such non compliance by Supplier
and on receipt of notification from the Govt. of India to this effect, by way of issuance of a credit
note, if so required.
26. NO IMPLIED WAIVER: Any failure of CAPARO, at any time, to require performance by the Supplier of
any provision of this PO shall in no way affect the right to require such performance at any time
thereafter, nor shall the waiver of a breach by Supplier of any provision of this PO constitute a
waiver of any succeeding breach of the same or any other provision.
27. No ENCUMBRANCE: Supplier shall not sell, assign, sub-let, pledge, hypothecate or otherwise
encumber or suffer a lien upon or against the supplies/ products/ raw materials/ machines/ tolls/
drawings, etc. and the Supplier shall undertake to abide by the same.
28. TAXES: Unless specified otherwise on the order, the prices are inclusive of, and Supplier shall
be solely responsible for and pay, all central, state, and local taxes, including, but not limited
toCentral Goods and Service Tax, State Goods and Service Tax, Integrated Goods and Service Tax,
Compensation Cess and Union Territory Goods and Service Tax.
29. RELATIONSHIP OF PARTIES: Supplier and CAPARO are independent contracting parties and nothing in
this PO shall make either party the agent or legal representative of the other for any purpose
whatsoever, nor does it grant either party any authority to assume or to create any obligation on
behalf of or in the name of the other.
30. GOVERNING LAW; JURISDICTION: This PO is to be construed according to the laws of India. All
disputes arising out of or in connection with this PO,including any question regarding its existence,
validity ortermination, shall, unless amicably settled between theparties, be finally settled by
arbitration. The parties shall mutually agree and appoint a sole arbitrator.Notwithstanding to what
is stated above, if the partiescannot mutually agree on arbitrator within 4weeksfrom the date of
invocation of arbitration, then the Arbitrator shall be appointed in accordance with the provisions
ofthe Arbitration and Conciliation Act 1996. The arbitrationproceedings shall be conducted as per the
Arbitrationand Conciliation Act 1996, and any modifications theretoand re-enactments thereof. The
seat of arbitration shall be Delhi. The language to be used in arbitration proceedings shall be
English. Subject to arbitration clause as stated above, each party submits to the jurisdiction of
courts at New Delhi.
31. SEVERABILITY: If any term(s) of this PO is invalid or unenforceable under any statute,
regulation, ordinance, executive order or other rule of law, such term(s) shall be deemed reformed or
deleted, as the case may be, but only to the extent necessary to comply with such statute,
regulation, ordinance, order or rule, and the remaining provisions of this PO shall remain in full
force and effect.
32. ENTIRE AGREEMENT: Except to the extent the Parties have entered into any written POs either
before or after issuance of this PO, and unless these conditions are with specific reference modified
by such POs, these terms and conditions, shall constitute the entire agreement between Supplier and
CAPARO with respect to the matters contained in this PO and supersedes all prior or subsequent oral
or written representations and agreements. This PO may only be modified by an amendment issued by
CAPARO.