Bhushan Power & Steel Limited

(A JSW Group Company)

PURCHASE ORDER BPSL Sambalpur
JSG SBP ROAD Buildno.2773/3725,Vill &
PO-Thelkoloi Teh: Rengali
Vendor Code : 0010046195
Sambalpur-768210
Name : DHRITI MINES AND MINERALS PRIVATE -Odisha ( India )
Address : 204, MITTAL ENCLAVE,,JABALPUR ROAD, Tel No: (0)663 6636000
KATNI-483501-Madhya Pradesh-India
Ph.No : 9999999999
P.O.No.:4100463996
E-mail : [email protected] P.O.Date:14.08.2024
PAN NO : AAHCD1699Q Type:RM-DOM
GST No. : 23AAHCD1699Q1Z0 Contact:DURGA MOHAPATRA
Bank Account : 244705001703
LD applicable:NO

Dear Sir/Madam,
We are pleased to place order against your Ref. Quote No. Dated: , as per below mentioned PRICE, terms &
conditions.

ALL THE PRICES MENTIONED BELOW ARE IN #INR#

SR. ITEM CODE UOM QTY. UNIT TOTAL BASE TOTAL DELIVERY SCHEDULE
NO. DESCRIPTION PRICE VALUE VALUE
LONG DESCRIPTION / SPECIFICATION
1 P_LIMESTFINE0-40 MT 4000.000 1195.000 4780000.00 5640402.00 30.09.2024
PUR-LIMESTONE FINES 0-40
PUR-LIMESTONE FINES 0-40,CaO -55% , MgO - 1.3% ,SiO2 - 0.20% , Fe2O3-0.35%, LOI-40%, Moisture-0.25%
2 P_LIMESTFINE0-40 MT 12000.000 1195.000 14340000.00 16921202.00 30.09.2024
PUR-LIMESTONE FINES 0-40
PUR-LIMESTONE FINES 0-40,CaO -55% , MgO - 1.3% ,SiO2 - 0.20% , Fe2O3-0.35%, LOI-40%, Moisture-0.25%
Total Duties/Taxes & Charges: I/P GST 18% (IGST)_Ded IGST @ 18% - 3441600.00 | DEMURRAGE CHRG AMT - 2.00 | MISC AMOUNT - 2.00
Total Base Value : 19120000.00 Total Taxes / Charges :3441604.00 Total PO Value :22561604.00
Total Value (In Words):TWO CRORE TWENTY FIVE LAKH SIXTY ONE THOUSAND SIX HUNDRED FOUR Rupees
PRICE BASIS:EXW lOADED INTO
WAGON-NNV/MEGN
PAYMENT TERMS:30 DAYS CREDIT FOR MATERIAL & ADV FOR RLY FREIGHT

1. GST is effective from 01st July 2017 as per applicable act.

2. Please quote our purchase order and Send all Documents i.e. GST Invoice, Challan, Test Certificates along with supply to avoid delay in
payment.
3. Execute this order in accordance with the prices, terms, delivery method, and specifications listed above and as per annexure if any.
4. Please notify us immediately if you are unable to ship as specified.
5. JSW Steel Ltd is an environment friendly company. Your acceptance of Order assumes that your services will not cause any environmental
damage
6. Send all correspondence to: DURGA MOHAPATRA Email - [email protected] Phone Fax:

Page No: 1 / 18

Plant GST No : 21AAACB9760D1Z2 ; PAN : AAACB9760D ; CIN :U27100DL1999PLC108350

Regd.Office: 4th Floor,A-2,NTH Complex,Shaheed Jeet Singh Marg,USO Road ,Qutab Institutional Area,New Delhi-110067, ,INDIA.
Kolkata:(O)JK Millennium Centre,6th Floor,46-D,Jawahar Lal Nehru Road, Kolkata 71,(W)NH-2,Delhi Road,Vill. Bangihati,Post Mallickpara,Dist- Hooghly-712203,INDIA
Chandigarh: 3,Industrial Area,Phase-I, Chandigarh-160002, INDIA (Website: www.jsw.in)
 P.O.No.:4100463996

You shall comply with the Business Responsibility/Sustainability policies of JSW Steel Limited which can be
referred to on our website: "https://www.jsw.in/groups/sustainability-policies"

You hereby affirm that the Supplier Code of Conduct has been read (at https://bit.ly/31Yip6E) and understood, and
that it is agreed upon to comply unconditionally with the provisions of the Code stated therein.

Page No: 2 / 18

Plant GST No : 21AAACB9760D1Z2 ; PAN : AAACB9760D ; CIN :U27100DL1999PLC108350

Regd.Office: 4th Floor,A-2,NTH Complex,Shaheed Jeet Singh Marg,USO Road ,Qutab Institutional Area,New Delhi-110067, ,INDIA.
Kolkata:(O)JK Millennium Centre,6th Floor,46-D,Jawahar Lal Nehru Road, Kolkata 71,(W)NH-2,Delhi Road,Vill. Bangihati,Post Mallickpara,Dist- Hooghly-712203,INDIA
Chandigarh: 3,Industrial Area,Phase-I, Chandigarh-160002, INDIA (Website: www.jsw.in)
 P.O.No.:4100463996

NOTE TO SUPPLIER:
Original E-invoice/E-waybill/RR copy/Test certificate must be submitted immediate after rake dispatch.

Item: Limestone (10-40) mm

Specifications:

Size: 10-40 mm
Over size / Under size: Tolerance 10% for both.

Chemical Composition:
Cao: 49% Min
Sio2: 3.5% Max
Mgo: 2.5% Max
Al2O3: 0.8% Max
Moisture: 4% Max.

Deduction Norms.

CaO: 49% Upto 48.5% no penalty and accepted with penalty upto 47.5%
Cut-off point for acceptance with penalty : 47.5% Penalty for variation below specified 48.5% at the rate of Rs. 1/- per Ton for every 0.1% variation
below 48.5% up to cut off point. Rejection If less than 47.5%.

SiO2 : 3.5% upto 4% no penalty and accepted with penalty 4.75%

Cut-off point for acceptance with penalty : 4.75% Penalty for variation over specified 4% at the rate Rs. 2/- per Ton for every 0.1% or part thereof
variation above 4% up to cut off point. Rejection If more than 4.75%

MgO: 2.5% Max upto 2.7% no penalty and accepted with penalty 3%
Cut-off point for acceptance with penalty : 3% Max Penalty for variation over specified 2.5% (+/-0.2%) at the rate Rs. 1/- per MTonfor every 0.1% or
part thereof variation above 2.7% up to cut off point Rejection If more than 3%

Al2O3: 0.8% Max upto 1% no penalty and accepted with penalty 2%

Cut-off point for acceptance with penalty : 2% Penalty for variation over specified 1% max at the rate Rs. 1/- per Ton for every 0.1% or part thereof
variation above 1% up to cut off point Rejection If more than 2%

Moisture: There will be prorata deduction on weighment against the excess moisture received over & above 4%.

Size range 10 to 40 mm Over size (Tolerance) 10% Max & Under size (Tolerance) 10% Max

Accepted with penalty upto 15% and rejected above 15%.

Penalty for variation beyond specified tolerance Rs. 1/- per Ton for every 1% or part thereof variation up to cut off point.
Cut-off point for acceptance with penalty: 15% for both undersize & oversize.

Weighment: RR weight will be final for payment.

Quality analysis: Sampling and Analysis: Third Party inspection report will be final for all purposes.

The dispatch will be affected only after getting dispatch clearance from BPSL.

Page No: 3 / 18

Plant GST No : 21AAACB9760D1Z2 ; PAN : AAACB9760D ; CIN :U27100DL1999PLC108350

Regd.Office: 4th Floor,A-2,NTH Complex,Shaheed Jeet Singh Marg,USO Road ,Qutab Institutional Area,New Delhi-110067, ,INDIA.
Kolkata:(O)JK Millennium Centre,6th Floor,46-D,Jawahar Lal Nehru Road, Kolkata 71,(W)NH-2,Delhi Road,Vill. Bangihati,Post Mallickpara,Dist- Hooghly-712203,INDIA
Chandigarh: 3,Industrial Area,Phase-I, Chandigarh-160002, INDIA (Website: www.jsw.in)
 P.O.No.:4100463996

Rake to be covered by tarpaulin and charges will be inclusive in the basic price.

The loading should not be more than the "Carrying Capacity" of the Railways.

All other charges like siding charges, demurrage, detention for overloading,punitive charges if any will be in the scope of supplier account.

The loading is to be done as per the permissible "Carrying Capacity" of the Railways. Underloading of 2 MT per wagon will be allowed to avoid
the Railway Punitive charges. For underloading of beyond 2 MT the applicable Railway Freight will be recovered by JSWBPSL.

Page No: 4 / 18

Plant GST No : 21AAACB9760D1Z2 ; PAN : AAACB9760D ; CIN :U27100DL1999PLC108350

Regd.Office: 4th Floor,A-2,NTH Complex,Shaheed Jeet Singh Marg,USO Road ,Qutab Institutional Area,New Delhi-110067, ,INDIA.
Kolkata:(O)JK Millennium Centre,6th Floor,46-D,Jawahar Lal Nehru Road, Kolkata 71,(W)NH-2,Delhi Road,Vill. Bangihati,Post Mallickpara,Dist- Hooghly-712203,INDIA
Chandigarh: 3,Industrial Area,Phase-I, Chandigarh-160002, INDIA (Website: www.jsw.in)
 P.O.No.:4100463996

COMPLIANCE UNDER GST LAW:

a) Meaning of the words:
I. GST - Means any Tax or Cess or both imposed on the supply of goods or services or both under GST Law.
II. GST Law - Means IGST Act, GST (compensation to the states for loss of revenue) Act, CGST Act, respective
UTGS Act and respective SGST Act, 2017 and all related legislations, rules, notifications, orders, etc. as modified or
amended from time to time.
b) Obligations of the Supplier:
The taxes shall be determined as per the provisions of GST law prevailing in India. The Supplier shall avail the most
beneficial notifications, abatements, exemptions etc., if any, as applicable for the supplies under the GST law and
comply with all the compliance requirements under GST law (existing or as enacted/amended from time to time).
The Supplier agrees to undertake all obligations that may be necessary to enable the Purchaser to claim Input Tax
Credit in relation to any GST payable as under, which shall include (but not limited to):
I. The seller shall specify the correct HSN/IEC codes, or such other relevant classification of the goods or
services, as may be applicable, in the seller's Invoices. The seller shall be responsible for any consequences of
incorrect codes or declarations with respect to the goods or services as may be required in terms of GST law,
including any losses suffered by the Purchaser, and shall defend, indemnify and hold harmless the Purchaser in this
regard.
II. The Seller shall, in respect of the deposit of Taxes (as may be applicable), comply with all applicable law
(including all rules and regulations in respect thereof) and shall ensure that all requirements, as stipulated
under applicable law in relation to the deposit of Taxes, are complied with. The Seller shall ensure timely deposit of
all Taxes, including applicable fees, assessments, and other analogous charges, as may be required in connection
therewith, with the government authorities. The Seller shall be solely liable for any consequences arising out of
non-compliance with such applicable law and any expenses suffered by the Purchaser on account of such
non-compliance by the Seller, shall be to the Seller's account.
III. The Seller hereby agrees and acknowledges that in case of any tax benefits/rebates, duty drawbacks, GST
refunds or such other applicable tax concession and /or exemptions are available with respect to the Goods, the
Seller shall avail of such concessions and/or exemptions or benefits and pass on such exemptions or benefits to
the Purchaser or shall assist the Purchaser in availing such exemptions or benefits. In order to enable the
Purchaser to satisfy its obligations under this Clause, the Seller duly execute all such further instruments and
documents and do or procure to be done all such acts or things, as may be required to ensure that the terms of the
Purchase order are complied with.
IV. If there is a delay in Delivery and a statutory increase occurs in the applicable GST or implication of any new
Taxes during the period of such delay, for reasons not attributable to the Purchaser, the same shall be to the
account of the seller.
V. Issuing Tax Invoices/debit notes/revised Tax Invoices/credit notes as per the prescribed format, containing all
the information as is required for the Purchaser to avail input tax credit basis such Tax Invoices/debit notes/revised
Tax Invoices.
VI. Submission of periodic returns as per the GST law within specified time lines with complete and correct details
as may be prescribed.
VII. Deposit of tax with the concerned government authorities within the due dates as may be prescribed.
VIII. Issuance of debit note within the prescribed time limit to enable the Purchaser to take the input tax credit.
IX. The Supplier shall continuously maintain a high GST compliance rating score as per the GST law. The
Purchaser reserves the right to terminate this Purchase Order, if the Supplier fails to achieve / maintain an
appropriate GST compliance rating score.
X. Before raising GST compliant Tax Invoices, the Supplier shall coordinate with the Purchaser with respect to
address and GSTIN number on which such Tax Invoices have to be raised.
For the purpose of the above-mentioned requirements, the Supplier shall ensure to provide necessary documents
as may be necessary and shall allow verification of the same to the Purchaser as and when demanded for
Page No: 5 / 18

Plant GST No : 21AAACB9760D1Z2 ; PAN : AAACB9760D ; CIN :U27100DL1999PLC108350

Regd.Office: 4th Floor,A-2,NTH Complex,Shaheed Jeet Singh Marg,USO Road ,Qutab Institutional Area,New Delhi-110067, ,INDIA.
Kolkata:(O)JK Millennium Centre,6th Floor,46-D,Jawahar Lal Nehru Road, Kolkata 71,(W)NH-2,Delhi Road,Vill. Bangihati,Post Mallickpara,Dist- Hooghly-712203,INDIA
Chandigarh: 3,Industrial Area,Phase-I, Chandigarh-160002, INDIA (Website: www.jsw.in)
 P.O.No.:4100463996

inspection.
c) E-Invoicing:
As per notification no 10/2023 -Central Tax dated 1st May 2023, all the Registered persons (GST taxpayers) having
an aggregate turnover above Rs. 05 crores in a financial year and Supplying goods and services to another
registered person (also known as B2B supplies) are required to mandatorily issue an electronic invoice (commonly
known as e-invoice) with effect from 1st August 2023. On the submission of the e-invoice on the invoice registration
portal (known as IRP), the IRP would return a IRN (invoice reference number) and QR Code which will contain key
details of the invoice like the sellers' and Purchasers' GSTIN, taxable value and tax amount, IRN, digital signature
and dominant HSN of the invoice. Any B2B/Export invoice (including CN/DN) issued without IRN & QR code by such
person shall be treated as invalid invoice.
d) Penal Clause:
If any amount of input tax credit, refund or any other benefit is denied or delayed to the Purchaser or any penal
charge is imposed on the Purchaser due to any non-compliance by the Supplier (including but not limited to the
failure to upload or incorrect disclosure of details on the GSTN portal or delay / failure to deposit tax or due to
non-furnishing or furnishing of incorrect / incomplete documents by the Supplier), compliance with conditions (b)
and (c) above, wrong determination of nature of supply, the Supplier shall be liable to reimburse the loss which has
accrued to and suffered by the Purchaser on the aforesaid account. Alternatively, the Purchaser shall be entitled to
withhold the payment of all/ any of the current and/ or subsequent Tax Invoices issued by the Supplier, until and
unless all the pending irregularities and disputes are resolved to the complete satisfaction of the Purchaser.
GST E-WAY BILL
As per the Notification No. 78/2020 dated October 15, 2020 the taxpayers, having Aggregate Annual Turnover
("AATO") above Rs 5 Crore, shall use at least 6 digit HSN code in the e-Invoices and e-Waybills and other
taxpayers shall use at least 4 digit HSN code in E-Invoices and E-Way Bills.
GENERAL TERMS AND CONDITIONS ("GTC") OF WORK ORDER / PURCHASE ORDER / SERVICE ORDER
APPLICABLE TO THE GOODS, SERVICES OR WORK SUPPLIED, EXECUTED OR PERFORMED FOR BHUSHAN
POWER & STEEL LTD (BPSL)

1. Definitions:
1.1 "Company / Buyer" shall mean Bhushan Power & Steel Ltd, a company incorporated and validly existing within
the meaning of the Companies Act, 2013 and include its successors and assigns.
1.2 "Supplier / Service Provider / Contractor" shall mean the entity undertaking the supplies, performance of
services, execution of work in accordance with the terms of Order.
1.3 "LOI" / "Work Order" / "Purchase Order / Service Order / "Order" hereinafter referred as Order, shall mean the
document issued by Buyer identifying the scope of performance, price and other specifications relating to the
Supplies or Works along with the General Terms and Conditions and the commercial terms and conditions, which
are incorporated by reference.
1.4 "Supplies" / "Work", hereinafter referred to as Works, shall mean and include all the activities, including but
not limited to supply, execution of work and rendering such services as more particularly described under the
scope.

2. Acceptance of Terms:
2.1 The Order shall govern the contractual relationship between Buyer and the Supplier / Service Provider /
Contractor to the exclusion of all the other terms and conditions, except if and to the extent otherwise expressly
agreed in writing between Buyer and the Supplier / Service Provider / Contractor;
2.2 Acknowledgement of the Order, including without limitation, by commencing performance as stipulated under
the Order, shall be deemed acceptance of the Order.
2.3 In case of any inconsistency, discrepancy, ambiguity or uncertainty, the specific conditions agreed under the
Order and special conditions shall prevail only to the extent contrary.
Page No: 6 / 18

Plant GST No : 21AAACB9760D1Z2 ; PAN : AAACB9760D ; CIN :U27100DL1999PLC108350

Regd.Office: 4th Floor,A-2,NTH Complex,Shaheed Jeet Singh Marg,USO Road ,Qutab Institutional Area,New Delhi-110067, ,INDIA.
Kolkata:(O)JK Millennium Centre,6th Floor,46-D,Jawahar Lal Nehru Road, Kolkata 71,(W)NH-2,Delhi Road,Vill. Bangihati,Post Mallickpara,Dist- Hooghly-712203,INDIA
Chandigarh: 3,Industrial Area,Phase-I, Chandigarh-160002, INDIA (Website: www.jsw.in)
 P.O.No.:4100463996

3. Disclaimer:
3.1 The Supplier / Service Provider / Contractor acknowledges that it has made a complete and careful
examination as well as an independent evaluation of the scope, specifications and standards (if any), local
conditions, subsoil and geology, traffic volumes, suitability and availability of access routes, site conditions,
applicable laws etc. The Supplier / Service Provider / Contractor has further determined to its satisfaction the nature
and extent of difficulties, risks and hazards as the case maybe, that are likely to arise or affect the course of
performance/ execution of the Works. Buyer makes no representation whatsoever, express, implicit or otherwise,
regarding the accuracy, adequacy, correctness, reliability and/or completeness of any assessment, assumptions,
statement or information provided by it and the Supplier / Service Provider / Contractor confirms that it shall have no
claim whatsoever against Buyer in this regard.

4. Supplier's / Service Provider's / Contractor's Responsibilities:

4.1 Supplier / Service Provider / Contractor warrants to Buyer that:
(a) it shall execute the Works under the Order in conformity to the terms and conditions stipulated by Buyer in the
Order otherwise in relation thereto and in accordance with the applicable laws and regulations; with all appropriate
skill and care, in accordance with the best industry practice, will be of good quality and fit for intended purpose; and
(b) The Works shall be free of all defects (design, workmanship, etc.), any claims of whatsoever nature, including
without limitation title claims, and will cause any lien or encumbrance asserted to be discharged, at its sole cost and
expense, within thirty (30) days of its assertion.
4.2 Any attempt by Supplier / Service Provider / Contractor to limit, disclaim or restrict any such warranties or
remedies by acknowledgement or otherwise shall be null, void and ineffective. The warranties contained above are
in addition to any other warranties required under the applicable law and no contrary disclaimer in this regard shall
be valid or effective.
4.3 Supplier / Service Provider / Contractor shall promptly and at its own cost, carry out all remedial work
necessary to enable Buyer to accept the Works executed under this Order or necessary to remedy any deficiencies
which occurred or were discovered within the warranty period / defect liability period commencing upon issuance of
final acceptance certificate / commissioning certificate of the Works by Buyer, unless otherwise agreed between the
parties.
4.4 Any re-performed work shall carry warranties on the same terms as set forth above, with the warranty period
being the later of the original un-expired
4.5 Buyer reserves the right, at its sole discretion, to vary, amend or modify, reduce, increase the scope in part or
full, with respect to its quantity, quality or otherwise, or upon being dissatisfied regarding the quality, progress and
the performance by the Supplier / Service Provider / Contractor or due to any other reason, without assigning any
reason and without giving any prior notice whatsoever. Such a decision of Buyer shall be final and binding on the
Supplier / Service Provider / Contractor.
4.6 In no event shall Supplier / Service Provider / Contractor suspend the performance of work under this Order.
4.7 In case of conflict between applicable technical specifications, drawings, codes and standards, the most
stringent requirements shall apply. It shall be the responsibility of the Supplier / Service Provider / Contractor to
identify any deficiencies, omissions, contradictions, ambiguities or conflicts between or within the Order, this GTC,
and the applicable codes, regulations and standards, and to notify Buyer of such deficiencies, omissions,
contradictions, ambiguities or conflicts in writing within 5 (Five) days from issuance of the Order. The clarifications
or determination given by Buyer shall be final and binding on the Supplier / Service Provider / Contractor.
4.8 In case any activities, deliverables or works required to be performed, which are not explicitly stated as the
Supplier's / Service Provider's / Contractor's responsibility, drawings/ specifications etc., but which are deduced
therefrom and necessary for the proper performance of the Works by the Supplier / Service Provider / Contractor,
the Supplier / Service Provider / Contractor shall render such performance without any claim for additional time
and/or cost compensation.
Page No: 7 / 18

Plant GST No : 21AAACB9760D1Z2 ; PAN : AAACB9760D ; CIN :U27100DL1999PLC108350

Regd.Office: 4th Floor,A-2,NTH Complex,Shaheed Jeet Singh Marg,USO Road ,Qutab Institutional Area,New Delhi-110067, ,INDIA.
Kolkata:(O)JK Millennium Centre,6th Floor,46-D,Jawahar Lal Nehru Road, Kolkata 71,(W)NH-2,Delhi Road,Vill. Bangihati,Post Mallickpara,Dist- Hooghly-712203,INDIA
Chandigarh: 3,Industrial Area,Phase-I, Chandigarh-160002, INDIA (Website: www.jsw.in)
 P.O.No.:4100463996

4.9 Buyer reserves the right to inspect, test or reject any supplies, work, Works before acceptance. During
inspection, if any deficiency or non-compliance is noted, then, Supplier / Service Provider / Contractor shall rectify
such defects and/or remove and replace defective work within reasonable time at its sole cost.
4.10 All Supplies must be properly packed and the package containing the Supplies and materials must be
sufficiently strong to withstand rough handling. The Supplier / Service Provider / Contractor shall take suitable
precautions and measures to protect the Supplies against dampness, moisture, rain, rust, shock and deformation
etc. All packing material for packing of the Supplies will comply with all relevant statutory requirements and
regulations.

5. BUYER'S Responsibilities:
5.1 In consideration of the proper performance by the Supplier / Service Provider / Contractor, Buyer shall pay to
the Supplier / Service Provider / Contractor the undisputed Order price, against properly raised invoices.

6. Price, Taxes and Duties:

6.1 The Price as agreed between the Parties shall be the full and complete compensation for the Supplier's /
Service Provider's / Contractor's performance of all its obligations, and includes without limitation, any and all
direct, indirect and ancillary charges, costs and expenses of whatsoever nature necessary for compliance with the
terms and performance. Unless specifically approved by Buyer in writing, it shall not be made liable for any
escalation / overrun compensation, idling charges.
6.2 Supplier / Service Provider / Contractor shall be responsible to comply with all the applicable laws in relation
to the taxes, duties, etc. as may be applicable in relation to the Works.
6.3 The Supplier / Service Provider / Contractor is responsible to upload the details of Supplies/services made to
Buyer, every month within the due date of filing GSTR-1 as prescribed under Section 37 of the CGST Act. In the
event of the Supplier / Service Provider / Contractor not furnishing such details within the said due date, any tax
demands on the Buyer from the Authorities, including but not limited to reversal of input tax credits in lieu of the
Supplier / Service Provider / Contractor not declaring the outward supplies, shall be recovered from the Supplier /
Service Provider / Contractor with interest and penalty.

7. Liquidated Damages:
7.1 Time is the essence for performance of Supplier's/ Service Provider's / Contractor's obligations.
7.2 The Supplier / Service Provider / Contractor will be required to meet the time schedule, delivery schedule / Bar
Chart / milestone, performance guarantee parameters and also other obligations for supplies and Service
performance commitments as specified in the Order. There will be liquidated damages imposed on the Supplier /
Service Provider / Contractor as specified under Order, if the Supplier / Service Provider / Contractor delays in
performance or fails to fulfil the obligations / commitments / performance agreed hereunder.
7.3 The amount of liquidated damages as stated in the Order are an agreed genuine pre-estimate of the loss and
damage that the Buyer will suffer if the Supplier / Service Provider / Contractor fails to fulfil the obligations in the
manner and time schedule agreed hereunder and are not by way of penalty, provided always that the right to levy
liquidated damages is in addition to and without prejudice to any other rights or remedies available to the Buyer
under this Order, this GTC or any applicable law.
7.4 The liquidated damages will be deducted from the invoices of the Supplier / Service Provider / Contractor or
else can be adjusted from the Security Deposit if any or by invoking Bank Guarantee, if any.
7.5 Notwithstanding the right of Buyer to levy liquidated damages, Buyer shall also have the right to rescind/
terminate the Order at its sole discretion, in the event the Supplier / Service Provider / Contractor grossly and/or
willfully fails to achieve the time schedule or fails to fulfil the obligations / commitment agreed or to demonstrate
expediting the performance and/or improving its performance.

8. Limitation of Liability:
Page No: 8 / 18

Plant GST No : 21AAACB9760D1Z2 ; PAN : AAACB9760D ; CIN :U27100DL1999PLC108350

Regd.Office: 4th Floor,A-2,NTH Complex,Shaheed Jeet Singh Marg,USO Road ,Qutab Institutional Area,New Delhi-110067, ,INDIA.
Kolkata:(O)JK Millennium Centre,6th Floor,46-D,Jawahar Lal Nehru Road, Kolkata 71,(W)NH-2,Delhi Road,Vill. Bangihati,Post Mallickpara,Dist- Hooghly-712203,INDIA
Chandigarh: 3,Industrial Area,Phase-I, Chandigarh-160002, INDIA (Website: www.jsw.in)
 P.O.No.:4100463996

8.1 Any aggregate limit of liability of Supplier / Service Provider / Contractor, as stated under the Order shall
exclude any liability arising due to infringement of IPR, breach of Confidentiality, fraud, gross negligence or willful
default, indemnification or any other liability which cannot be limited by law.
8.2 The maximum liability of Buyer, at all times, shall be limited to the balance amount of consideration payable by
the Buyer to the Supplier / Service Provider / Contractor after adjusting the consideration already paid. Buyer shall
not be liable for any indirect, consequential, exemplary, special, punitive or incidental losses, damages or costs.

9. Performance Security / Bank Guarantee:

9.1 Buyer may require the Supplier / Service Provider / Contractor to keep deposited with Buyer in advance such
sum as agreed, as an interest-free refundable security deposit or performance bank guarantee as the case may be.
The Security Deposit shall be refundable, without any incidence of interest, after 3 (three) months from the date of
expiry or termination of the Warranty / Defect Liability Period, if any subject to deduction of any damages, loss,
expenses, costs or statutory payments, as the case may be, which are incurred or likely to be incurred by Buyer
towards statutory compliance or due to the non-compliance, breach or default by the Supplier / Service Provider /
Contractor.
9.2 All Bank Guarantees furnished by the Supplier / Service Provider / Contractor shall be irrevocable and
unconditional, valid till 3 (three) months after the expiry of Warranty / Defect Liability Period. The bank guarantee(s),
as stated above, shall be issued by a reputed international bank/ nationalized bank having a branch in Mumbai, India
and as is acceptable to Buyer. The bank guarantee(s) shall be furnished as per the format prescribed by Buyer.
Notwithstanding its other legal rights and remedy, Buyer reserves the right at its sole discretion, to encash the
above Bank Guarantee(s) in case the Supplier / Service Provider / Contractor fails to deliver / complete the
performance within the agreed time schedule or is in breach or default of its duties, obligations or terms of the
Order or this GTC. For the avoidance of doubt, failure to extend the Bank Guarantees by the Supplier / Service
Provider / Contractor shall be deemed as breach.

10. Best Price Guarantee:

The Supplier / Service Provider / Contractor must at all times render the performance at the most competitive Price/
unit rate and same as the lowest Price/ unit rate offered by it to any of its clients or customers. If at any time, it is
discovered that the Supplier / Service Provider / Contractor renders performance of equal/ similar nature and scope
at a unit rate/ price lower than that offered to the Buyer, then upon such discovery, such lower price/ unit rate shall
be payable by Buyer for all such performance during the period when such lower price/ unit rate is in effect. Any
determination by Buyer in this regard shall be final and binding on the Supplier / Service Provider / Contractor.

11. Transfer of Title and Risk:

The title for the Works or any part thereof shall be passed on to Buyer once the delivery in all respects as per the
agreed timelines, specifications and other terms of this GTC and/or in accordance with agreed Incoterms 2020, is
complete. The risk shall pass on to Buyer upon issuance of final acceptance certificate or commissioning certificate
or as otherwise agreed between the Parties.

12. Suspension / Termination:

12.1 Buyer may terminate/ cancel the Order, at its sole discretion, at any time, without assigning any reason, and
without being liable for any compensation, by giving thirty (30) days written notice to the Supplier / Service Provider
/ Contractor. In such an event, Buyer shall pay to the Supplier / Service Provider / Contractor for all undisputed
invoices against such scope completed by the Supplier / Service Provider / Contractor which are accepted by Buyer.
12.2 Without prejudice to the provisions of clause 12.1 above, Buyer may at any time, by written notice terminate/
cancel the Order, subject to 7 (Seven) days written notice, without being liable for any compensation, if: (i) The
Supplier / Service Provider / Contractor or any of its personnel commits a breach, default or violations of the terms
or covenants or condition of the Order or this GTC or fails to comply with any of its duties, obligations or
Page No: 9 / 18

Plant GST No : 21AAACB9760D1Z2 ; PAN : AAACB9760D ; CIN :U27100DL1999PLC108350

Regd.Office: 4th Floor,A-2,NTH Complex,Shaheed Jeet Singh Marg,USO Road ,Qutab Institutional Area,New Delhi-110067, ,INDIA.
Kolkata:(O)JK Millennium Centre,6th Floor,46-D,Jawahar Lal Nehru Road, Kolkata 71,(W)NH-2,Delhi Road,Vill. Bangihati,Post Mallickpara,Dist- Hooghly-712203,INDIA
Chandigarh: 3,Industrial Area,Phase-I, Chandigarh-160002, INDIA (Website: www.jsw.in)
 P.O.No.:4100463996

undertakings on its part to be observed, performed or fulfilled; (ii) Delay in performance, poor performance,
non-performance in accordance with the agreed time schedule and/ or the performance guarantee parameters; (iii)
The Supplier / Service Provider / Contractor suspends, abandons the whole or part of the scope and its
performance, contrary to the express terms herein; (iv) Any representation or warranty given by the Supplier /
Service Provider / Contractor is found to be incorrect; (v) initiation of dissolution, liquidation or winding-up (whether
voluntary or compulsory) of Supplier / Service Provider / Contractor or appointment of an Interim Resolution
Professional / Resolution Professional, receiver or manager of any of Supplier's / Service Provider's / Contractor's
assets or Supplier / Service Provider / Contractor entering into any compromise or arrangement with its creditors;
(v) Supplier / Service Provider / Contractor is blacklisted by any Government / Semi Government bodies due to
which performance of this Order has become difficult.
12.3 Upon receipt of the notice of termination of the Order, the Supplier / Service Provider / Contractor shall furnish
all the relevant information to Buyer and shall hand over all the confidential information, data, documents, materials,
goods, tools, equipment including free issued materials provided by Buyer to assist the Supplier / Service Provider /
Contractor, within 15 (fifteen) days of receipt of such notice.
12.4 Upon termination of the Order, the Supplier / Service Provider / Contractor shall have no right to claim any
compensation or damages against Buyer whatsoever.
12.5 In all such cases of termination due to default of the Supplier / Service Provider / Contractor, the security
deposit or the Bank Guarantee(s) shall be forfeited / encashed and the Supplier / Service Provider / Contractor shall
also be liable for damages / debarment / blacklisting.
12.6 Unless otherwise directed by the Buyer, the Supplier / Service Provider / Contractor agrees that the Supplier /
Service Provider / Contractor shall continue to provide Services in the same manner during the notice period
co-operate with the Buyer for the smooth transition of this Order to any other party.
12.7 Buyer may order Supplier/ Service Provider/ Contractor by prior written notice in writing to suspend all or any
part of the performance for such period of time as may be determined by Buyer, at its sole discretion. The Supplier/
Service Provider / Contractor shall promptly suspend work to the extent specified, properly care and protect all work
in progress, materials, supplies and equipment etc. in its possession and control.

13. Risk Purchase:

During the subsistence of this Order or after termination of the Order, Buyer reserves the right to engage any third
party at any stage, at its sole discretion for the performance of the balance, delayed, defective or abandoned scope
at the sole risk and cost of the Supplier / Service Provider / Contractor, if at any point of time, it is observed that the
progress of Works is not as per delivery schedule / Bar Chart / milestone or the Supplier / Service Provider /
Contractor is in breach of any obligation, non-performance, defect, which is not cured/ remedied by the Supplier /
Service Provider / Contractor upon notice by Buyer or if in the opinion of Buyer the Supplier/ Service Provider/
Contractor will not be able to perform the work entrusted to him or that undue delay is being caused by the Supplier
/ Service Provider / Contractor. Buyer shall be entitled to carry out any activities necessary to remedy the
performance at the sole cost, expense and damages from the Supplier/ Service Provider / Contractor. This right is in
addition to any other rights and remedies that Buyer may have under the Order, this GTC and under the law,
including but not limited to termination.
14. Force Majeure:
14.1"Force Majeure" shall mean an event or circumstance or combination of events and circumstances which are
beyond the reasonable control of the Parties which could not at the time of conclusion of these instruments be
foreseen and that prevent either of them from wholly or partially performing any duties or obligations under the
Order. "Force Majeure" shall inter alia include the following: act of government, war (whether declared or not),
invasion, act of foreign or internal enemies, rebellion terrorism, revolution, insurrection, military, or usurped power,
civil war, riot, munitions of war, sabotage, natural catastrophes such as earthquake, hurricane, typhoon, epidemics,
pandemics, volcanic activity, adverse severe forces of nature or Acts of God. Provided that, the following events
shall not be construed as a Force Majeure: (a) financial distress of the Supplier / Service Provider / Contractor; (b)
Page No: 10 / 18

Plant GST No : 21AAACB9760D1Z2 ; PAN : AAACB9760D ; CIN :U27100DL1999PLC108350

Regd.Office: 4th Floor,A-2,NTH Complex,Shaheed Jeet Singh Marg,USO Road ,Qutab Institutional Area,New Delhi-110067, ,INDIA.
Kolkata:(O)JK Millennium Centre,6th Floor,46-D,Jawahar Lal Nehru Road, Kolkata 71,(W)NH-2,Delhi Road,Vill. Bangihati,Post Mallickpara,Dist- Hooghly-712203,INDIA
Chandigarh: 3,Industrial Area,Phase-I, Chandigarh-160002, INDIA (Website: www.jsw.in)
 P.O.No.:4100463996

weather conditions, regardless of severity; (c) breakdown of any equipment, plant or machinery used by the
Supplier / Service Provider / Contractor; (d) results from non-compliance with any applicable law by the Supplier /
Service Provider / Contractor or the Supplier's / Service Provider's / Contractor's inability to obtain any permit,
quota, license, clearance from any authority; (e) reduction, depletion, shortage, curtailment, or cessation of Supplier
's / Contractor's Supplies, fuel, labour or reserves; and/ or, (f) strike/ stoppage of operations by the personnel of the
Supplier / Service Provider / Contractor; (g) any other event, caused or is attributable to the Supplier's/ Service
Provider's / Contractor's acts/ omissions or which could have been prevented by the Supplier/ Service Provider /
Contractor.
14.2 Notwithstanding anything contained in this clause, the ongoing COVID -19 pandemic outbreak shall not be
deemed as a Force Majeure event, as the Parties are aware of the current outbreak of the COVID-19 at the time of
finalization/ acceptance of the Order, which may impact their performance. Hence, the Parties agree to do their best
to implement all reasonable mitigation measures in compliance with the existing guidelines and restrictive
measures to enable the timely performance under this Agreement. Any subsequent hindrance due to evolution of
COVID-19 shall be governed in accordance with the provisions of clause 14.3 to 14.5 under this GTC.
14.3If either Party is prevented from performing any of its obligations by Force Majeure event, such Party shall give
to the other Party a written notice within 14 (fourteen) days of occurrence of such events describing its effects
supported by authentic evidence that are verifiable. On giving such notice, the affected Party shall be wholly or
partially excused from the performance of its obligation to the extent it is so prevented by the Force Majeure
condition. The Parties shall subsequently evaluate the effects and, if necessary, shall extend the Term accordingly.
14.4The affected Party shall use all reasonable efforts to minimize any delay in its performance due to the
occurrence of Force Majeure. The Parties shall bear their respective costs and expenses resulting out of such
occurrence of Force Majeure as well as minimizing any delay.
14.5 If the period of non-performance or delay exceeds beyond 60 (sixty) days and the performance could not be
resumed under any circumstances, then both Parties shall consult and agree on the necessary arrangement for
further implementation of the Works, including termination.

15. Statutory and Ethical Compliance with Applicable Laws:

15.1 The Supplier / Service Provider / Contractor shall perform its obligations and duties diligently, prudently,
honestly, efficiently and with sufficient amount of care and caution as is necessary for security and safety,
reputation etc. in relation to the property and goodwill of Buyer.
15.2 The Supplier / Service Provider / Contractor will comply with the provisions of all applicable laws (including
but not limited to international trade laws, statutes, ordinances, rules and regulations applicable to the scope
agreed hereunder) and shall obtain all necessary and applicable clearances under the applicable laws.
15.3 The Supplier / Service Provider / Contractor undertakes to comply with all applicable laws/ statutes/ directives
or regulations relating to anti-bribery, anti-corruption laws and shall promptly notify Buyer of any actual or
suspected violation / breach and provide all required information in this regard. Upon the occurrence of an actual or
suspected breach, Buyer shall have the option to take such steps as it deems necessary to protect its interests
including termination of this Order without damages or other sanctions including blacklisting.
15.4 The Supplier / Service Provider / Contractor shall ensure that it has adequate systems in place to protect and
safeguard any personal or sensitive personal information that it will be dealing with and shall at all times be
compliant with the data protection regulations applicable to it in the relevant jurisdictions where it operates or
conducts its business.
15.5 The Supplier / Service Provider / Contractor understands that all business and other dealings, direct and
indirect with embargoed entities are expressly prohibited.
15.6 Buyer is an environment friendly company and the Supplier / Service Provider / Contractor undertakes to
strictly follow and comply with all applicable laws, directives and policy with respect to protection of environment,
health and safety, as may be applicable or otherwise prescribed by Buyer.
15.7 If the Works requires the performance or any part thereof to be carried on the site of Buyer, then the Supplier /
Page No: 11 / 18

Plant GST No : 21AAACB9760D1Z2 ; PAN : AAACB9760D ; CIN :U27100DL1999PLC108350

Regd.Office: 4th Floor,A-2,NTH Complex,Shaheed Jeet Singh Marg,USO Road ,Qutab Institutional Area,New Delhi-110067, ,INDIA.
Kolkata:(O)JK Millennium Centre,6th Floor,46-D,Jawahar Lal Nehru Road, Kolkata 71,(W)NH-2,Delhi Road,Vill. Bangihati,Post Mallickpara,Dist- Hooghly-712203,INDIA
Chandigarh: 3,Industrial Area,Phase-I, Chandigarh-160002, INDIA (Website: www.jsw.in)
 P.O.No.:4100463996

Service Provider / Contractor shall ensure that no scrap, wastage of any article, hazardous materials etc. is left
behind at the site. The disposal of such items as stated above should be undertaken by the Supplier / Service
Provider / Contractor at its sole cost, as per applicable laws and good industry practices.
15.8 The Supplier / Service Provider / Contractor shall at sole cost strictly comply with all relevant statutory Rules /
Acts, labor laws and codes, notification, circulars or any amendments thereof as required by central / state / local
government authorities including but not limited to minimum wages, provident fund, workmen compensation,
payment of wages, labor license, work contract or any other statutory compliance applicable to its labor, Supplier's /
Service Provider's / Contractor's workmen and all such personnel as may be engaged by it in relation to the
performance, including any applicable register, records or clearances that shall be required to be maintained or
returns to be filed with the authorities in this regard.
15.9 The Supplier / Service Provider / Contractor shall assist in any enquiry, investigation or audit initiated by the
Buyer or any Authority and disclose necessary documents and information to support and demonstrate the
Supplier's / Service Provider's / Contractor's compliance with the requirement under this provision and applicable
law and policy of the Buyer. Any costs or expenses incurred in this regard, shall be solely on the account of the
Supplier / Service Provider / Contractor.
15.10The Supplier / Service Provider / Contractor shall ensure that all the personnel engaged by it shall be more
than 18 years of age.
15.11Supplier / Service Provider / Contractor shall be responsible for all losses or damages caused either directly or
indirectly to the Buyer due to theft, pilferage, breakage, shortage or damage to the material, Property or Work and
any accident, injury, sickness or death of their personnel or otherwise during performance of the Work. The
Supplier / Service Provider / Contractor shall cooperate and comply with Buyer's instructions and immediately
complete necessary legal procedures. The Supplier / Service Provider / Contractor shall be solely liable for payment
of necessary compensation, if required or directed, under the provisions of applicable labor law.
15.12The costs, expenses or damages incurred by the Buyer shall be recovered from the Contractor/ Service
Provider / Supplier and the Contractor/ Service Provider / Supplier shall further be liable to pay such penalty as shall
be determined and deemed to be fit by the Buyer in accordance with the applicable policies and rules of the Buyer
for noncompliance, negligence or default. This is without prejudice to other rights and remedies of Buyer including
but not limited to termination of the Order and / or debarment / blacklisting of Contractor/ Service Provider / Supplier
for future engagement.
15.13The Supplier / Service Provider / Contractor shall abide by Buyer's disciplinary rules and regulations, safety
and security guidelines, code of conduct and general business principles as prescribed from time to time. Further,
the Buyer's Supplier Code of Conduct has been made available at
(https://www.jsw.in/groups/supply-chain-sustainability) and deemed to be incorporated by reference. The Supplier /
Service Provider / Contractor shall read, understand and be solely responsible to strictly comply with the said code
and violation thereof. The acceptance of Order shall be deemed acceptance of JSW Code of Conduct. The Supplier /
Service Provider / Contractor shall check the above weblink from time to time in order to follow and comply with the
updated codes and policies.
15.14The Supplier/ Service Provider / Contractor hereby acknowledges and agrees that any consequence or risk
resulting from any non-compliance of either any statutory provisions, approvals, mandates or any of the Buyer's
applicable policies shall be at the sole risk, cost and expense of the Supplier/ Service Provider / Contractor.
15.15Supplier / Service Provider / Contractor undertakes to furnish its actual permanent as well as present / local
address in all statutory registrations / registers / returns and shall not use Buyer's address in any statutory records /
returns as their address. Supplier / Service Provider / Contractor further undertake that under no circumstances
their liabilities for contravention / non-compliance under any labour laws are enforceable on Buyer, as Principal
Employer and in any such eventuality, Buyer, shall have the right to charge or recover such liabilities with interest
and penalty from Supplier / Service Provider / Contractor.

16. Indemnity:
Page No: 12 / 18

Plant GST No : 21AAACB9760D1Z2 ; PAN : AAACB9760D ; CIN :U27100DL1999PLC108350

Regd.Office: 4th Floor,A-2,NTH Complex,Shaheed Jeet Singh Marg,USO Road ,Qutab Institutional Area,New Delhi-110067, ,INDIA.
Kolkata:(O)JK Millennium Centre,6th Floor,46-D,Jawahar Lal Nehru Road, Kolkata 71,(W)NH-2,Delhi Road,Vill. Bangihati,Post Mallickpara,Dist- Hooghly-712203,INDIA
Chandigarh: 3,Industrial Area,Phase-I, Chandigarh-160002, INDIA (Website: www.jsw.in)
 P.O.No.:4100463996

The Supplier / Service Provider / Contractor shall indemnify and hold harmless Buyer, its directors, officers,
employees, affiliates from and against any and all claims, losses, actions, demands, statutory penalties and
proceedings of third parties together with all legal expenses incurred in connection therewith arising out of any (i)
personal injury, accident or death to any personnel, or for loss and damage to any property due to theft, pilferage,
breakage, shortage, vandalism or otherwise, resulting from any cause arising out of and from any defect in the work
or (ii) inaccuracy, breach or non-fulfillment of any of the representations or warranties or obligations of the Supplier
/ Service Provider / Contractor in this Order (iii) noncompliance with applicable laws or (iv) Infringement of third
party intellectual property rights (v) breach of confidentiality. Pursuant to sub-clause (i) above, the Contractor/
Supplier/ Service Provider shall be responsible to bear any medical costs and expenses, which are incurred or
accrued in relation to any bodily injury or accident.

17. Documents, Inspection and Audit: The Supplier / Service Provider / Contractor shall permit Buyer, or its
representatives, to inspect the relevant accounts and records relating to the Works to verify compliance, upon prior
notice by Buyer. The Supplier / Service Provider / Contractor shall preserve and maintain all the records, books of
accounts and other related documents of evidence for statutory compliance in respect of the Works in accordance
with the applicable law and produce the same as and when required by the government and regulatory authorities.

18. Set-Off / Cross Default: Buyer shall at all times be entitled to set off any present or future claims Buyer may
have against Supplier / Service Provider / Contractor against any present or future debts which Buyer may have with
the Supplier / Service Provider / Contractor. Buyer has a right to terminate the Order in the event of any default or
breach committed by the Supplier / Service Provider / Contractor in any other contract, subcontract, work order,
purchase order or any other agreement executed between Buyer and the Supplier / Service Provider / Contractor
and adjust the amount of damages.

19. "Intellectual Property Rights": shall mean and include all proprietary rights, title, interest and other names,
logos, trademarks and service marks included in any material provided to the Supplier / Service Provider /
Contractor by or on behalf of the Buyer, including any goodwill or other value generated in connection with their use
thereof and the copyrights and other intellectual property rights provided to the Supplier / Service Provider /
Contractor by or on behalf of the Buyer. The Intellectual Property Rights shall at all times be solely owned by Buyer.
The Supplier / Service Provider / Contractor shall have no right to use any Intellectual Property Rights of the Buyer,
except in such manner and at such times as are expressly approved by the Buyer.

20. Confidentiality: The Supplier / Service Provider / Contractor shall maintain confidentiality and shall not
disclose or divulge and also prevent the disclosure or divulgence of any secret and confidential information of
Buyer or its subsidiary / affiliates / group company, acquired by Supplier / Service Provider / Contractor during the
course of performance under the Order or thereafter.

21. Assignment and Subcontracting: Supplier / Service Provider / Contractor shall not assign or sub- contract any
of its rights or obligations under this Order or any portion thereof, or any benefit or money accruing to it there
under, without prior written consent of authorized person of Buyer. Buyer may however assign this Order to any of
its group company and/or any third party as Buyer may deem necessary. In the event, the Contractor/ Service
Provider / Supplier is engaging subcontractor for performance of the portion of the Order with prior written consent
of authorized person of the Buyer, then, the subcontractor shall be bound mutatis-mutandis by all the terms and
conditions of this Order including GTC, statutory compliances, safety and security guidelines and such other terms
as applicable to the Contractor/ Service Provider / Supplier. The Supplier/ Service Provider/ Contractor shall provide
a copy of this GTC to the sub-contractor and shall enter into an agreement with back to back stipulations of the
terms agreed hereunder and ensure compliance thereof. The Contractor/ Service Provider / Supplier shall continue
to be solely responsible for any non-compliance, non-performance or breach by its subcontractors.
Page No: 13 / 18

Plant GST No : 21AAACB9760D1Z2 ; PAN : AAACB9760D ; CIN :U27100DL1999PLC108350

Regd.Office: 4th Floor,A-2,NTH Complex,Shaheed Jeet Singh Marg,USO Road ,Qutab Institutional Area,New Delhi-110067, ,INDIA.
Kolkata:(O)JK Millennium Centre,6th Floor,46-D,Jawahar Lal Nehru Road, Kolkata 71,(W)NH-2,Delhi Road,Vill. Bangihati,Post Mallickpara,Dist- Hooghly-712203,INDIA
Chandigarh: 3,Industrial Area,Phase-I, Chandigarh-160002, INDIA (Website: www.jsw.in)
 P.O.No.:4100463996

22. Step-in Rights: If the scope requires procurement of supply from sub-suppliers, subcontracting the portion of
performance, or such subcontracting is agreed upon by Buyer, then Buyer upon its reasonable determination, in
relation to any event of default stated in this GTC or any non-payment of the Supplier / Service Provider / Contractor
to the subcontractor or sub-suppliers, shall with prior written notice, have the right to take over the balance / part of
the performance and directly engage any third party or the concerned sub-contractor, release payments on account
of Supplier / Service Provider / Contractor to the subcontractor or sub-suppliers, as well as complete the balance
performance at the risk, cost, expenses of the Supplier / Service Provider / Contractor.

23. Waiver: No waiver shall be effective unless made in writing and expressly agreed by the waiving party.

24. Severability: If for any reason whatsoever, any provision of the Order or this GTC is or becomes, or is declared
by a court to be void, invalid, illegal or unenforceable, then such provisions shall be deemed to have been severed
or removed, without any prejudice to the continuance in force and effect of all other provisions of the Order or this
GTC.

25. Relationship: This Order is entered into strictly on principal to principal basis. This Order shall not operate to
constitute either party as the agent, partner, employer or employee of the other or representative of the other and
none of the employees/personnel of either party shall be entitled to claim any status as the employees of the other
party.

26. Amendment: No modification or amendment to the Order shall be valid unless agreed in writing by both the
Parties.

27. Governing Law and Dispute Resolution:

For Domestic Transaction valued up to Rs. 10 Crores

a) This Order shall be governed by and interpreted in accordance with the substantive laws of India, excluding
any choice of law rules which would refer the matter to the laws of another jurisdiction. The parties agree that the
United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application
to this GTC or the transactions contemplated by this GTC. Subject to any dispute resolution mechanism, the courts
at Mumbai shall have exclusive jurisdiction over the matter.

b) For settling any dispute(s) between the Parties arising out of or in connection with this Order or GTC, the
Parties shall discuss the same mutually to resolve such disputes amicably between themselves within a period of
thirty (30) working days (or such extended period as the Parties may agree to in writing) on receipt of a notice for
mutual resolution under this clause. If the Parties fail to amicably settle the dispute(s) as stated above, then the
Parties shall refer such dispute(s) to the courts having jurisdiction.

For Domestic Transaction valued above Rs. 10 Crores and up to Rs. 25 Crores

a) This Order shall be governed by and interpreted in accordance with the substantive laws of India, excluding
any choice of law rules which would refer the matter to the laws of another jurisdiction. The parties agree that the
United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application
to this GTC or the transactions contemplated by this GTC. Subject to any dispute resolution mechanism, the courts
at Mumbai shall have exclusive jurisdiction over the matter.

Page No: 14 / 18

Plant GST No : 21AAACB9760D1Z2 ; PAN : AAACB9760D ; CIN :U27100DL1999PLC108350

Regd.Office: 4th Floor,A-2,NTH Complex,Shaheed Jeet Singh Marg,USO Road ,Qutab Institutional Area,New Delhi-110067, ,INDIA.
Kolkata:(O)JK Millennium Centre,6th Floor,46-D,Jawahar Lal Nehru Road, Kolkata 71,(W)NH-2,Delhi Road,Vill. Bangihati,Post Mallickpara,Dist- Hooghly-712203,INDIA
Chandigarh: 3,Industrial Area,Phase-I, Chandigarh-160002, INDIA (Website: www.jsw.in)
 P.O.No.:4100463996

b) For settling any dispute(s) between the Parties arising out of or in connection with this Order or GTC, the
Parties shall discuss the same mutually to resolve such disputes amicably between themselves within a period of
thirty (30) working days (or such extended period as the Parties may agree to in writing) on receipt of a notice for
mutual resolution under this clause. If the Parties fail to amicably settle the dispute(s) as stated above, then the
Parties shall refer such dispute(s) to arbitration.

c) The arbitration proceedings shall be conducted in accordance with the Arbitration and Conciliation Act, 1996
("Act"), as amended from time to time and in force as on the date of commencement of the arbitration proceedings.
The arbitration proceedings shall be conducted by sole arbitrator to be appointed with mutual consent of the Parties
(referred to as "Arbitral Tribunal"). The seat and venue of arbitration shall be Mumbai and the language of arbitration
shall be English. The Parties agree to conduct the arbitration proceedings remotely and virtually through video
conferencing. The provision pertaining to 'Fast Track Proceedings' prescribed under section 29B of the Act shall be
applicable to the arbitration proceedings invoked under this Clause.

d) The cost of the arbitration proceedings shall be borne equally by the Parties, unless otherwise determined by
the Arbitral Tribunal. Except for the matters under dispute before Arbitral Tribunal, the Parties shall continue to
perform and fulfil their respective rights and obligations under the Order or this GTC unless the same is impossible
without resolution of the said dispute.

For Domestic Transaction valued above Rs. 25 Crores

a) This Order shall be governed by and interpreted in accordance with the substantive laws of India, excluding
any choice of law rules which would refer the matter to the laws of another jurisdiction. The parties agree that the
United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application
to this GTC or the transactions contemplated by this GTC. Subject to any dispute resolution mechanism, the courts
at Mumbai shall have exclusive jurisdiction over the matter.

b) For settling any dispute(s) between the Parties arising out of or in connection with this Order or GTC, the
Parties shall discuss the same mutually to resolve such disputes amicably between themselves within a period of
thirty (30) working days (or such extended period as the Parties may agree to in writing) on receipt of a notice for
mutual resolution under this clause. If the Parties fail to amicably settle the dispute(s) as stated above, then the
Parties shall refer such dispute(s) to arbitration.

c) The arbitration proceedings shall be conducted in accordance with the Arbitration and Conciliation Act, 1996
("Act"), as amended from time to time and in force as on the date of commencement of the arbitration proceedings.
The arbitration proceedings shall be conducted by three arbitrators, wherein each Party shall appoint one arbitrator
and the third arbitrator shall be appointed jointly by the two arbitrators so appointed by the Parties and such third
arbitrator shall act as the 'Presiding Arbitrator' (collectively referred to as "Arbitral Tribunal"). The seat and venue of
arbitration shall be Mumbai and the language of arbitration shall be English. The Parties agree to conduct the
arbitration proceedings remotely and virtually through video conferencing.

d) The cost of the arbitration proceedings shall be borne equally by the Parties, unless otherwise determined by
the Arbitral Tribunal. Except for the matters under dispute before Arbitral Tribunal, the Parties shall continue to
perform and fulfil their respective rights and obligations under the Order or this GTC unless the same is impossible
without resolution of the said dispute.

For International (Import-based) Transaction valued up to Rs. 10 Crores

Page No: 15 / 18

Plant GST No : 21AAACB9760D1Z2 ; PAN : AAACB9760D ; CIN :U27100DL1999PLC108350

Regd.Office: 4th Floor,A-2,NTH Complex,Shaheed Jeet Singh Marg,USO Road ,Qutab Institutional Area,New Delhi-110067, ,INDIA.
Kolkata:(O)JK Millennium Centre,6th Floor,46-D,Jawahar Lal Nehru Road, Kolkata 71,(W)NH-2,Delhi Road,Vill. Bangihati,Post Mallickpara,Dist- Hooghly-712203,INDIA
Chandigarh: 3,Industrial Area,Phase-I, Chandigarh-160002, INDIA (Website: www.jsw.in)
 P.O.No.:4100463996

a) This Order shall be governed by and interpreted in accordance with the substantive laws of England and
Wales, excluding any choice of law rules which would refer the matter to the laws of another jurisdiction. The
parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically
excluded from application to this GTC or the transactions contemplated by this GTC. Subject to any dispute
resolution mechanism, the courts at Singapore shall have exclusive jurisdiction over the matter.

b) For settling any dispute(s) between the Parties arising out of or in connection with this Order or GTC, the
Parties shall discuss the same mutually to resolve such disputes amicably between themselves within a period of
thirty (30) working days (or such extended period as the Parties may agree to in writing) on receipt of a notice for
mutual resolution under this clause. If the Parties fail to amicably settle the dispute(s) as stated above, then the
Parties shall refer such dispute(s) to the courts having jurisdiction.

For International (Import-based) Transaction valued above Rs. 10 Crores and up to Rs. 25 Crores

a) This Order shall be governed by and interpreted in accordance with the substantive laws of England and
Wales, excluding any choice of law rules which would refer the matter to the laws of another jurisdiction. The
parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically
excluded from application to this GTC or the transactions contemplated by this GTC. Subject to any dispute
resolution mechanism, the courts at Singapore shall have exclusive jurisdiction over the matter.

b) For settling any dispute(s) between the Parties arising out of or in connection with this Order or GTC, the
Parties shall discuss the same mutually to resolve such disputes amicably between themselves within a period of
thirty (30) working days (or such extended period as the Parties may agree to in writing) on receipt of a notice for
mutual resolution under this clause. If the Parties fail to amicably settle the dispute(s) as stated above, then the
Parties shall refer such dispute(s) to arbitration.

c) The arbitration proceedings shall be conducted in accordance with the rules of Singapore International
Arbitration Centre (SIAC Rules), as amended from time to time and in force as on the date of commencement of the
arbitration proceedings. The arbitration proceedings shall be conducted by sole arbitrator to be appointed with
mutual consent of the Parties (referred to as "Arbitral Tribunal"). The seat and venue of arbitration shall be
Singapore and the language of arbitration shall be English. The Parties agree to conduct the arbitration proceedings
remotely and virtually through video conferencing. The provision pertaining to Expedited Procedure and/or
Emergency Arbitration as prescribed under the SIAC Rules shall be applicable to the arbitration proceedings
invoked under this Clause.

d) The cost of the arbitration proceedings shall be borne equally by the Parties, unless otherwise determined by
the Arbitral Tribunal. Except for the matters under dispute before Arbitral Tribunal, the Parties shall continue to
perform and fulfil their respective rights and obligations under the Order or this GTC unless the same is impossible
without resolution of the said dispute.

For International (Import-based) Transaction valued above Rs. 25 Crores

a) This Order shall be governed by and interpreted in accordance with the substantive laws of England and
Wales, excluding any choice of law rules which would refer the matter to the laws of another jurisdiction. The
parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically
excluded from application to this GTC or the transactions contemplated by this GTC. Subject to any dispute
resolution mechanism, the courts at Singapore shall have exclusive jurisdiction over the matter.

b) For settling any dispute(s) between the Parties arising out of or in connection with this Order or GTC, the
Page No: 16 / 18

Plant GST No : 21AAACB9760D1Z2 ; PAN : AAACB9760D ; CIN :U27100DL1999PLC108350

Regd.Office: 4th Floor,A-2,NTH Complex,Shaheed Jeet Singh Marg,USO Road ,Qutab Institutional Area,New Delhi-110067, ,INDIA.
Kolkata:(O)JK Millennium Centre,6th Floor,46-D,Jawahar Lal Nehru Road, Kolkata 71,(W)NH-2,Delhi Road,Vill. Bangihati,Post Mallickpara,Dist- Hooghly-712203,INDIA
Chandigarh: 3,Industrial Area,Phase-I, Chandigarh-160002, INDIA (Website: www.jsw.in)
 P.O.No.:4100463996

Parties shall discuss the same mutually to resolve such disputes amicably between themselves within a period of
thirty (30) working days (or such extended period as the Parties may agree to in writing) on receipt of a notice for
mutual resolution under this clause. If the Parties fail to amicably settle the dispute(s) as stated above, then the
Parties shall refer such dispute(s) to arbitration.

c) The arbitration proceedings shall be conducted in accordance with the rules of Singapore International
Arbitration Centre (SIAC Rules), as amended from time to time and in force as on the date of commencement of the
arbitration proceedings. The arbitration proceedings shall be conducted by three arbitrators, wherein each Party
shall appoint one arbitrator and the third arbitrator shall be appointed jointly by the two arbitrators so appointed by
the Parties and such third arbitrator shall act as the 'Presiding Arbitrator' (collectively referred to as "Arbitral
Tribunal"). The seat and venue of arbitration shall be Singapore and the language of arbitration shall be English. The
Parties agree to conduct the arbitration proceedings remotely and virtually through video conferencing.

d) The cost of the arbitration proceedings shall be borne equally by the Parties, unless otherwise determined by
the Arbitral Tribunal. Except for the matters under dispute before Arbitral Tribunal, the Parties shall continue to
perform and fulfil their respective rights and obligations under the Order or this GTC unless the same is impossible
without resolution of the said dispute.

28. Entire Understanding: This Order shall supersede and override all prior negotiations, proposals,
representations, commitments, understandings or agreements between the parties, written or verbal or anything to
the contrary contained in any other documents.

29. Non-Exclusivity: The Supplier / Service Provider / Contractor is engaged on a non-exclusive basis. This does
not in any way preclude Buyer's right to enter into similar arrangements/ orders/ agreements with any other party as
Buyer may deem fit.

30. Performance of Works for Affiliates/ other Units of the Buyer: Any Affiliate/ other unit of the Buyer shall be
entitled to avail the Supplies / Services from the Supplier / Service Provider / Contractor on the same terms and
conditions.

31. Cost and Expenses: Each Party will bear its own costs and other expenses in connection with this Order and
consummation of the transactions hereunder. All stamp duty, transfer fees and other expenses that may be payable
on this GTC and all other deeds, documents or writings to be executed in relation to the Order shall be solely borne
and paid by the Supplier/ Service Provider/ Contractor.

32. Notices and Communications: Any notice or communication, shall be made in writing in English language and
shall be delivered personally or via courier or by registered post or by e-mail at such addresses as provided by the
Parties. Any subsequent change in the address of either Party shall be duly communicated to the other Party at the
earliest possible instance.

33. Press Releases and Public Announcements: No formal or informal public announcement or press release
which makes reference to the Buyer and / or the terms and conditions of this Order or any of the matters referred to
herein, shall be made or issued by the Service Provider/ Contractor/ Supplier without the prior written approval of
the Buyer. If the Service Provider/ Contractor/ Supplier is obliged to make or issue any announcement or press
release mentioned in this Clause pursuant to a requirement by law or authority, the Service Provider/ Contractor/
Supplier so obliged shall consult the Buyer as regards the contents of the said announcement or disclosure and
take written approval of authorised person of the Buyer, before it is made or issued.

Page No: 17 / 18

Plant GST No : 21AAACB9760D1Z2 ; PAN : AAACB9760D ; CIN :U27100DL1999PLC108350

Regd.Office: 4th Floor,A-2,NTH Complex,Shaheed Jeet Singh Marg,USO Road ,Qutab Institutional Area,New Delhi-110067, ,INDIA.
Kolkata:(O)JK Millennium Centre,6th Floor,46-D,Jawahar Lal Nehru Road, Kolkata 71,(W)NH-2,Delhi Road,Vill. Bangihati,Post Mallickpara,Dist- Hooghly-712203,INDIA
Chandigarh: 3,Industrial Area,Phase-I, Chandigarh-160002, INDIA (Website: www.jsw.in)
 P.O.No.:4100463996

34. Survival: Upon expiry or termination of the Order, only the rights and obligations accrued prior to such expiry
or termination shall survive. Additionally, stipulations and obligations relating to risk purchase, confidentiality,
indemnity, dispute resolution, jurisdiction, governing law, miscellaneous shall remain in full force and survive any
termination/ expiry of the Order.

35. Cumulative Rights: Notwithstanding anything specifically mentioned in this GTC, all rights and remedies
available with the Buyer under this GTC shall be without prejudice to and in addition to any other right and remedies
available with the Buyer under law and equity

Page No: 18 / 18

Plant GST No : 21AAACB9760D1Z2 ; PAN : AAACB9760D ; CIN :U27100DL1999PLC108350

Regd.Office: 4th Floor,A-2,NTH Complex,Shaheed Jeet Singh Marg,USO Road ,Qutab Institutional Area,New Delhi-110067, ,INDIA.
Kolkata:(O)JK Millennium Centre,6th Floor,46-D,Jawahar Lal Nehru Road, Kolkata 71,(W)NH-2,Delhi Road,Vill. Bangihati,Post Mallickpara,Dist- Hooghly-712203,INDIA
Chandigarh: 3,Industrial Area,Phase-I, Chandigarh-160002, INDIA (Website: www.jsw.in)