Purchase Order Terms & Conditions

1. TERMS

These Purchase Order Terms and Conditions ("Agreement") are the exclusive contract between Kairav Chemofarbe Industries Limited ("Company") and you ("Vendor") in respect of the purchase order ("Order") raised by the Company. This Agreement shall not be altered, amended, nor waived except in writing signed by both the parties. If any provisions of any sales order or other writings are different from or are otherwise in conflict with this Agreement, this Agreement shall prevail, and the terms contained in any sales order or other writings are expressly rejected by the Company.

2. PURCHASE AND SPECIFICATIONS

1. 2.1. The Vendor shall supply the goods or services to the Company in accordance with specifications stated by the Company or as may be mutually agreed otherwise the same shall be liable to be rejected and the Vendor shall be deemed to have failed to deliver the goods or services in breach of the Order. The Company shall in that event at its sole and absolute discretion, will be entitled to either purchase such goods or services from other sources on Vendor's account, in which case, the Vendor shall be liable to pay to the Company any difference between the price at which such goods or services have been purchased and the price calculated at the rate set-out in this Agreement or to hold the Vendor liable to pay the Purchaser damages for non-delivery of goods or services.
2. 2.2. The Vendor shall provide the Company with requisite manuals for handling and storage of the goods and availing the services as required

3. PAYMENT

1. 3.1. The price of the goods or services shall be the price set out in the Orders raised by the Company.
2. 3.2. Unless otherwise provided on the face of the Order, the price includes (i) all costs to comply with the terms and conditions of the Order, (ii) any and all taxes, and (iii) fees, duties, or other governmental impositions on the sale of the goods or services covered by the Order. If Company is required to pay any taxes or other impositions, Vendor will promptly reimburse Company. Notwithstanding the foregoing, Company shall pay G.S.T and any other tax, if applicable
3. 3.3. No additional expenses shall be billed to the Company including any delay by the Company to accept/ collect the delivery of shipment
4. 3.4. At no point in time after the acceptance of the Order by the Vendor, shall the Vendor increase the price of the goods or services for any reason whatsoever without the prior consent of the Company; except on account of any change in delivery dates, quantities or specifications for the goods or services which is requested by the Company .

4. PACKAGING, TRANSPORTATION AND DELIVERY

1. 4.1. The Vendor shall package the goods suitably for transit and storage using appropriate means.
2. 4.2. The Vendor shall ensure the delivery of the goods or services to the Company to the place of delivery indicated in the Order .
3. 4.3. The Vendor agrees that the delivery date(s) mentioned in the Order are binding in nature and the vendor shall ensure the delivery as per those dates. Time being of the essence of this Agreement.
4. 4.4. In case of delay in performance of its obligations by the Vendor, or any extension granted by the Company, the Company shall at its option either:
   1. 4.4.1. accept delayed deliveries at reduced price
   2. 4.4.2. cancel the Order in part or in full and purchase such cancelled quantities from open market at the prevailing market price at the risk and cost of the Vendor without prejudice to its other rights available under this Agreement or applicable law; and/or
   3. 4.4.3. refuse to accept the goods or services delivered beyond the delivery date and claim/set-off the difference between the prevailing market price and contracted price of such quantity delivered belatedly by the Vendor.
   4. 4.4.4. The goods/services shall correspond with the specification provided by Purchaser in full details otherwise the same shall be liable to be rejected and the Vendor shall be deemed to have failed to deliver the goods/services in breach of the Order. The Purchaser shall in that event at its sole and absolute discretion, will be entitled to either purchase such goods/services from other sources on Vendor's account, in which case, the Vendor shall be liable to pay to the Purchaser any difference between the price.
5. 4.5. Each shipment shall be accompanied by the following documents: a) invoice b) shipment/transport documentation applicable and c) certificate of analysis.
6. 4.6. Risk of loss and/or damage to any goods or services supplied hereunder shall be upon Vendor until the goods or services are physically delivered to Purchaser's facility specified on the face of the Order and accepted by the Company.
7. 4.7. In case of material which is drummed, all the drummed material must be uniform. There must be no drum to drum variation. Quality of drums must be in accordance to international shipping regulations. All drum cargo must be pelletized on heat treated pellets and the residual moisture content of the pellets must be less than 10%.
8. 4.8. Consignment photographs covering the entire consignment must be provided along with the documents.

5. INSURANCE

Vendor agrees that during the term of its performance here under, it shall, at its sole cost, maintain legally required insurance in accordance with and meeting requirements of applicable law.

6. FORCE MAJEURE EVENT

A delay or interruption or failure of the Vendor to supply any material that is attributable to an event of Force Majeure Event i.e. event on account of which the implementation of or of any obligation of the Vendor is delayed, prevented, restricted or interfered with by reason of: (a) fire, explosion, strike, lock-out, labour dispute, casualty or accident, lack or failure of all or part of transportation facilities; (b) epidemic or pandemic, cyclone, drought, earthquake, flood; (c) war, revolution, lockdown, civil commotion act of enemies, blockade or embargo, any law, order, proclamation, regulation, ordinance, demand or requirement of any international organization or any government or subdivision's authority or representative or any such government, (d) any other acts whatsoever, whether similar or not to those set out above, beyond the reasonable control of the Vendor, which shall make it practically impossible for the Vendor to carry out its obligations or delay the performance of its obligations for more than 10 days, the Company shall have the right to terminate this Agreement/Order with immediate effect by a written notice without any liability.

7. INSPECTION AND DEFECTS

1. 7.1. After receipt of any material, the Company may test, or cause to be tested at its own cost and expense (but shall not be obligated to test or have tested), the material to ascertain if its conforms with the specifications within thirty (30) days of receipt of a particular shipment of material.
2. 7.2. The Company shall have the right to reject any shipment of material that does not meet specifications and where such deficiency is attributable to the Vendor and provided that a written notice is served on the Company to that effect not later than thirty(30) days after Company's receipt of a given shipment. In each such case, such notice will specify the shipment, order number and the nature of the failure of such shipment to conform to the specifications, along with reasonable evidence of such non-conformity (including a sample of the material from the shipment).
3. 7.3. Upon the receipt of the notice as contemplated in clause 5.1 above within the stipulated time and if, after its own analysis of the sample provided by the Company , the Vendor confirms such non-conformity, then the Vendor shall promptly replace such shipment at its own costs upon the receipt from the Company of all such non-conforming goods or services. Such non-conforming goods or services are to be sent back by the Company in their original packaging (to the extent unopened and practically possible) at Vendor's cost.
4. 7.4. In the event that the parties cannot resolve the issue in respect of specifications by mutual discussion, the parties shall submit the samples of the disputed material to an independent testing laboratory, to be agreed upon by the parties within ten (10) days from the parties being unable to resolve such issue, for testing in accordance with the specifications. The findings of such independent testing laboratory shall be binding on the parties unless there is a manifest error. Expenses of such testing including the return of goods or services shall be borne by the party adversely affected by such findings.
5. 7.5. Disputes in relation to any quantity shortage, packaging material, excess or discrepancy from underlying invoice(s) will be mutually resolved by the parties provided that a written notice is served on the Vendor to that effect not later than fifteen (15) days after Company's receipt of a given shipment.

8. RIGHT OF COMPANY TO SET OFF

In the event, the Vendor fails to deliver the goods or services in accordance with the terms of this Order, the Company shall have the right to cancel the Order forthwith and claim refund of any payment made by the Company as advance or otherwise to the Vendor under the Order. The Company shall also have the absolute right to withhold, adjust, and/or set-off any payment required to be made by the Company to the Vendor under this Order or any other purchase order entered into between the parties against the cost, losses, damages etc. suffered by the Company due to the failure of the Vendor to deliver the goods or services in accordance with the terms of this Order, and the Vendor expressly waives any objections it may have in this respect.

9. INDEMNIFICATION

1. 9.1. To the fullest extent permitted by law, Vendor agrees to indemnify and hold harmless the Company, its affiliates and their directors, officers, employees, agents, and representatives from and against any and all liability, loss, damage, fine, cost or expense (including reasonable attorneys fees) to the extent arising out of or resulting from
   1. 9.1.1. any non-conforming goods or services;
   2. 9.1.2. any alleged or actual, direct or contributory infringement or misappropriation of any patent, copyright, trade secret or other proprietary right arising from the purchase, use or sale of the goods or services provided by Vendor;
   3. 9.1.3. any leak or spill of any goods or services, substances or chemicals while being transported or delivered to Company or while on Company's premises;
   4. 9.1.4. any breach by Vendor of any term or condition contained in the Order;
   5. 9.1.5. the negligent acts or omissions, or willful misconduct of Vendor, Vendor's subcontractor's, employees, agents, representatives and any person performing services under the Order.
2. 9.2. In the event the goods or services, in Company's reasonable opinion, are likely to infringe a patent or copyright, or misappropriate a trade secret (and in any event, if a court of law finds that the goods or services, in fact, do infringe or misappropriate), then Vendor shall further provide Company one of the following forms of relief to be chosen by Vendor:
   1. 9.2.1. obtain a license on Company's behalf to continue to use or sell the goods or services;
   2. 9.2.2. redesign the goods or services so that they do not infringe or misappropriate;
   3. 9.2.3. refund Company the price paid for the goods or services in question. Without limiting the foregoing, Purchaser may require Vendor to re-deliver against non-conforming goods or re-execute non-conforming services at Vendor's cost and expense.

10. CONFIDENTIALITY

1. 10.1. The parties hereby agree that they will keep this engagement strictly confidential and all the details relating thereto i.e. including but not limited to technical, manufacturing, logistic and procurement information, information regarding the parties customers, processes and present and future business plans of the disclosing party and any other information expressly marked as "confidential" that is disclosed to the receiving party during the term of this Agreement ("Confidential Information"). The parties shall not disclose any Confidential Information of the other Party to any third party.
2. 10.2. Notwithstanding the foregoing, the receiving party is entitled to disclose Confidential Information if and insofar as required by law, regulation, rule or order of any governmental body or court having jurisdiction over either party or the subject matter of the Confidential Information, provided that the disclosing party is given written notice of any such requirement without undue delay.
3. 10.3. The receiving party agrees to use the Confidential Information only for purposes related to the performance of this engagement and not for any other purposes. The confidentiality obligations set forth herein shall survive for a period of three (3) years from completion the date of Order.

11. WARRANTY

Vendor represents, warrants and covenants that:

1. 11.1. the goods or services (and the manufacture, packaging, storage, handling, transportation and delivery thereof) supplied:
   1. 11.1.1. will comply with all applicable laws, rules, regulations, codes and ordinances of the country(ies)/state(s) of manufacture, country(ies)/state(s) of intended use and country(ies)/state(s) of delivery;
   2. 11.1.2. will conform to the specifications, drawings, samples or other descriptions contained in the Order or provided or approved by the Company;
   3. 11.1.3. will be merchantable, of good material and workmanship and free from defects;
   4. 11.1.4. if ordered for a specific purpose, will be fit for their intended purpose; and e. in the absence of contrary specifications, will be of the highest grade and quality;
2. 11.2. the services provided will be performed
   1. 11.2. in a professional and workmanlike manner; and
   2. 11.3. in compliance with all applicable laws, rules, regulations, codes and ordinances, and all of Company's safety and other requirements communicated to Vendor/li>

12. AUDIT

Subject to reasonable confidentiality obligations, the Company shall have the right to audit and inspect the records and facilities of the Vendor and the Vendor's agents, representatives and sub-contractors used in performance of the Order or relating to the goods or services to the extent reasonably necessary to determine Vendor's compliance with the Order. Vendor will provide the Company or its third party designee conducting the audit or inspection with reasonable assistance, including without limitation access to buildings, appropriate personnel and work space. Company's audit/inspection, or failure to conduct any audit or inspection, will not release Vendor from any of Vendor's obligations.

13. GOVERNING LAW

This Agreement shall be governed by and construed and shall take effect in accordance with law of Republic of India.

14. SETTLEMENT OF DISPUTES

1. 14.1. Amicable Resolution

   In the event of any dispute, controversy or claim ("Dispute"), arising out of or in connection with this engagement, or order including any question regarding its existence, validity, interpretation, execution, interruption or termination, either party may notify within a period of 7 (seven) days such Dispute to the other party and the parties shall make every effort to resolve the Dispute amicably within a period of thirty (30) days after the said notification is issued.

2. 14.2. Arbitration

   1. 14.2.1. In the event the parties cannot resolve any such dispute, controversy or claim, then such dispute, controversy or claim shall be finally settled under (Indian) Arbitration and Conciliation Act, 1996 by a bench of three (3) English speaking arbitrators. One arbitrator each shall be appointed by each party to the dispute and the third arbitrator shall be appointed by these two arbitrators.
   2. 14.2.2. The seat of Arbitration shall be Mumbai.
   3. 14.2.3. The language to be used in the Arbitration proceedings shall be English.
   4. 14.2.4. The decision of the arbitral tribunal shall be final and binding on both parties and the parties agree and undertake to carry out any decision or award of the arbitrator relating to such dispute without delay. The arbitral award shall be substantiated in writing.
   5. 14.2.5. Each Party shall bear and pay its own costs and expenses in connection with the arbitration proceedings unless the arbitrators direct otherwise.