TERMS AND CONDITIONS

1. CONTRACT:

This Purchase Order (order) shall constitute a contract between GEESYS Technologies Buyer) and the Supplier (Seller) on whom this order is placed for delivery of goods and immediately upon its dispatch by the Buyer it shall be binding on the Seller.

2. ACCEPTANCE:

Acceptance of this order must be given by the Seller in writing within 7 (Seven) days of receipt of this order failing which the Seller will be deemed to have accepted this order upon the terms and conditions stated herein and overleaf.

3. TAXES:

All taxes and duties will applicable as per government of India notified time to time.

4. INSURANCE:

Insurance to be arranged by supplier at own cost.

5. FREIGHT:

Unless mentioned separately, freight to be borne by the supplier

6. DELIVERY TIME:

Delivery of goods in time is the essence of this contract and must be strictly adhered to by the Seller. The Buyer shall be entitled to rescind the contract wholly or in part if delivery of the goods is not made in accordance with the terms of this contract without taking any formal step such as providing a notice or otherwise,. However in the event of the Seller's failure to deliver the goods in time the Buyer shall at its sole discretion shall be entitled either;

7. DOCUMENTATION:

The goods should accompanied by original & duplicate for Transporter copy, order reference must be mentioned on the invoice, for goods dispatched by Public Carriers, Railway Receipt or Transport Delivery Receipt (G.C Note) must be prepared in favour of the Buyer and a copy must be prompt ly sent to the destination address mentioned in this order through registered post Failure on the par t of the Seller to comply with the above requirements shall result in noncompliance of the terms of this order and the buyer shall have the right to forthwith reject the goods supplied. (a) to purchase goods from other sources on the Seller's account in which case the Seller shall be liable to pay to the Buyer the difference between the price at which such goods have been actually purchased and the price calculated at the rate set out in this order, or (b) to hold the Seller liable to pay to the Buyer damages for non-delivery of goods in time and on the basis of the difference between the market rate and the contract rate

8. PROPERTY:

The property of the goods shall pass to the Buyer only upon delivery at the premises mentioned in this order and accepted by the Buyer.

9. QUALITY:

The goods shall correspond with the description or the sample or the original specifications thereof in all details. Otherwise the same shall be liable to be rejected by the Buyer and the Seller shall be deemed to have wrongfully neglected to deliver the goods according to this order /contract. The Buyer's decision in matter of assessing the quality of the goods ordered will be final and binding.

10. INSPECTION OF GOODS:

The Buyer reserves the right of inspect ion of goods at the points of assembly and/or delivery. Rout ine and type tests shall be performed at the manufacturer’s works and test certificates furnished. I f des i red by the Buyer the Seller will permit or arrange the Buyer's authorised representative to be present during any of the tests to be preformed to assess the quality of the goods to be delivered by the Seller. If the goods delivered are not in accordance and or conformity with this order, the Buyer may reject the goods in whole or in part. In such an event the Buyer shall be free to buy the goods from any other source and the Sellers will be liable to reimburse the Buyer of any additional costs incurred in doing so.

11. ACCEPTANCE OF GOODS:

Acceptance of the goods by the Buyer shall not discharge the Seller form the liability for damages or for any condition or warranty contained herein or implied by law and if after accepting the goods or any of them are found to have any defect / s therein either in material , workmanship or otherwise become known to the Buyer and such defects amount to breach of any condition or warranty herein or implied by law, the Buyer shall forthwith notify the Seller of such of such defects and shall ( In additions to any other rights or remedies that the Buyer may possess ) be entitled to reject such goods ordered in par t or in full and hold the same at the Seller's risk cost and consequence. The Seller shall be responsible and be liable to forthwith replace or to repair at the options of the Buyer, free of cost goods delivered under this order or any part thereof if any defect and / or deficiency in the composition or a substance or material or workmanship or process or manufacture or in the design of the goods is brought to the notice of the Seller within 12 (Twelve) calendar months from the date or delivery.

12. REMOVAL OF REJECTED GOODS:

Within 10 (Ten) days from the date of intimation from the Buyer of their refusal to accept the goods the Seller shall immediately remove the rejected goods from the Buyer's godown or site at their own cost . The Buyer shall not be responsible or held liable for any loss or deterioration of such rejected goods. The Seller shall pay to the Buyer storage charges @ Rs 500/ - (Five Hundred) per day for such rejected goods for the period exceeding 15 (Fifteen) days as aforesaid.

13. EXCESS DELIVERIES:

Goods must not be delivered by the Seller in excess of the quantity ordered. The Buyer assumes no obligation to accept such goods and / or make payment in relation of such excess quantity delivered. The Seller must remove such express deliveries at their own risk and cost.

14. CANCELLATION AND OR AMENDMENT:

The Buyer reserves the right to cancel and / or amend this order or any part thereof without assigning any reason to the Seller whatsoever.

15. PACKING:

Goods to be delivered against this order must be properly packed for the transport by road / rail / air / water to the place stipulated in this order to avoid any damage during transit . No additional charges will be accepted or paid for packing unless specifically agreed upon by the Buyer. The packaging norms shall be compliant with the Standards of Weights and Measures Act , Packages Commodities Rules and such other legislations as may be applicable.

16. LIMITATION OF LIABILITY:

Notwithstanding anything contained in this contract / order / amendments to the contrary with respect to any and all claims arising out of the performance or non-performance of the obligations under this contract / order / amendments, whether arising in contract , tor t warranty, strict liability or otherwise, the Buyers liability shall not exceed in the aggregate 100% (Hundred Percent) of this order value or deliveries made whichever is

17. PAYMENTS:

Payments terms will be mentioned in the PO. All bills/ invoices for deliveries made by the Seller shall bear the sales tax/VAT / Service Tax registration number of the Seller and should be submitted in duplicate bearing the order No. and the date as reference along with receipted invoices at the office specified in this order Seller should strictly adhere to the instructions contained in this order failing which payment is liable to be delayed. No interest shall be paid under by the Buyer to the Seller under any circumstances for such delayed payment if made.

18. CONSEQUENTIAL LOSS:

The Buyer shall in no event be liable for loss of profit , loss of revenue, loss of use, loss of production, loss of capital or cost connected with interruption of operation, loss of anticipated saving, indirect or consequential damage or loss of any nature which the Seller may have suffered.

19. RIGHT OF SETOFF:

The Buyer shall be entitled to recover from the Seller any sum due to the Buyer on account of damages penalty or otherwise whether in respect of deliveries under this order or under any of its previous purchase orders by deducting such sums from the amount payable to the Seller in respect of deliveries made under this order or under any of the prior or subsequent order. The right of setoff shall be at the sole discretion of the Buyer.

20. INDEMNITY:

The Seller shall indemnify the Buyer for loss of profit, loss of revenue, loss of use, loss of production, loss of capital or cost connected with interruption of operation, loss of anticipated saving, indirect or consequential damage or loss of any nature which the Buyer may have suffered and from all claims for injury that may be caused to any person by any act of the Seller or his agents or servants whether employed by him or not while in or upon the Buyer's premises and in respect of any other damages that may be caused to any property including plant and machinery of the Buyer in course of delivery of the goods.

21. WARRANTY:

The Seller shall ensure that all goods delivered are free from any defects and bad workmanship and that the good /equipment delivered shall operate satisfactorily. Unless mentioned separately the agreed warranty period which shall be 60 (Sixty) calendar months from the date of acceptance by the Buyer. The Seller will be the responsible for free replacement or repairs in case of defective goods and / or non-satisfactory performance of the equipment delivered.

19. FORCE MAJEURE:

The Seller shall be under no liability for failure to deliver and the Buyer for accepting delivery of goods or any part thereof when such failure is due to fire, earthquakes, fire, floods, strikes, lock-outs, transportation, embargoes, act or God, State enemies, or any other causes whatsoever beyond the control of the Seller or the Buyer. The following shall not constitute a Force Majeure event for Supplier: i) Supplier’s ability to sell Supplies at a more advantageous price, ii) increases in Supplier’s production costs, iii) interruptions in Supplier’s supplies, including if a supplier fails to supply Supplier, or (iv) labor disputes or strikes at Supplier’s facilities, or, (v) epidemics

20. INTELECTUAL PROPERTY RIGHTS:

The Seller shall indemnify the Buyer against any claim for infringement of any patents, registered design, trademark or trade name on sale of goods to the Buyer.

21. GENERAL CONDITIONS:

(a). Order confirmation with confirmed delivery date to be sent within 24hrs of receipt of the order. (b). Goods to be delivered to the place of delivery mentioned in the PO, along with necessary Invoice/Test Reports/Inspection Reports/Other related documents. (c). GEESYS Purchase Order No and Product No to be mentioned in all the DC/Invoice copies. (d). Despatch details like R.R.No/L.R.No. Nature of Packing No. of cases, gross weight, net weight, value of the material dispatched etc.. to be sent to respective purchaser by mail immediately after dispatching the material from your end. (e). Seller shall ensure at the time of dispatch that 3 copies of proper invoice shall be handed over to his transport/buyers nominated carriers to accompany the consignment in transit. The invoices shall bemade on proper invoice formats indication correct and complete description and value of items dispatched along with sellers GST registraction numbers and also buyers GST registration numbers. (f). Seller should ensure at the time of handing over the goods to the transporter the required e way bill are made available to him. In case of the sellers default in providing necessary documents ,any expenses/damages that may be incurred by the buyer for the safe transit of material upto buyers works will be debited to the seller. (g). Suppliers have to ensure that all the above materials are properly packed and delivered as per Grundfos required specifications. Wherever GESYS entered into Frame Work/Standard Purchase Agreement with suppliers’ then the order has to be executed as per the agreement (h). Supplier should not use thermocol and plastic bag below 50 Microns for packing of Products. Packing and Forwarding should be as per MSDS of Original equipment manufacturer. (i). Legal compliance: Vehicles coming for delivery to GEESYS (Wherever Applicable) should have valid Fitness Certificate, Emission Certificate, Insurance Certificate and Driver should have valid Driving License. Persons accompanying your supplied material must adhere to GEESYS safety instructions inside GEESYS Premises.

22. CONFIDENTIALITY:

(a). The Seller agrees that he/they will not use, sell, loan or publicise any of the specifications blue prints or designs, delivered or paid for by the Buyer for fulfilment of the order without prior written consent from the Buyer. (b). Supplier and its representatives shall protect GEESYS Confidential Information, and shall not disclose copy, reproduce, reverse engineer or transfer Confidential Information to any third parties or use for purposes other than fulfilling its obligations under the Order.

23. TERMINATION FOR DEFUALT:

(a). Upon written notice to Supplier, Eaton may terminate all or part of the Order if (i) Supplier defaults in the performance of any provision of the Order, including late delivery or Supplier’s failure to make reasonable progress towards completion of the Order, and such default is not cured within seven (7) days, or (ii) in the event of Supplier’s bankruptcy, suspension of business, insolvency, appointment of a receiver for Supplier’s property or business, or any assignment, reorganization or arrangement by Supplier for the benefit of its creditors. (b). Supplier shall be liable for, and pay to GEESYS, any costs, including the cost for additional managerial and administrative services, in excess of the price for Supplies. (c). In the event of a termination for default, Supplier shall protect and preserve property in its possession where Eaton has an interest. (d). GEESYS is entitled to a refund of all monies paid to Supplier for the terminated Order

24. EPIDEMICS

Supplier will make best efforts to make delivery of Supplies during an epidemic, including Supplier payment for expedited freight costs to meet Order delivery commitments. Prior to the delivery of Supplies, Eaton may cancel Orders for reasons attributable to the outbreak of any epidemic. Eaton cannot be held liable, and Supplier shall not be entitled to any damages or indemnifications resulting from an epidemic.

25. NO PUBLICITY,ASSIGNMENT; SUBCONTRACTORS

Supplier shall not assign, subcontract or otherwise transfer any of its rights or obligations under the Order unless agreed in writing. Supplier will impose these Terms on all subcontractors and shall be liable for subcontractors’ performance.

26. NOTICES:

When required by these Terms, notices to Supplier shall be sent to Supplier’s address on the Order. Notices to Eaton shall be sent to Eaton’s address on the Order, with a copy to GEESYS Technologies India Private Limited, No.33, alandur Road, Saidapet, Chennai – 600015, Tamil Nadu, India. , attention: Law Department. All notices shall be delivered personally, or by postage prepaid registered mail, return receipt requested. Notice is effective on receipt by a Party.

27. INTERPRETATION

(a). Headings are for convenience only. (b). The term “including” when used in these Terms, shall mean “including, but not limited to”.

28. INTERCHANGEABILITY:

All Supplies, which were not subject to validation testing or approval by an Eaton customer, shall be interchangeable with like supplies purchased from Supplier previously by Eaton. Supplier may not make any change to any Supplies designs, processes, or procedures without Eaton’s prior written approval.

29. JURISDICTION:

Any suit or other proceedings to enforce the rights or either party shall only be instituted in and tried by the Courts of ordinary civil jurisdiction in Chennai city, Tamil Nadu state, India.TERMS AND CONDITIONS ANNEXURE TO THE PURCHASE ORDER

General Terms and Conditions of Sale

1. PRODUCT RECOMMENDATIONS AND SELECTION:

Any assistance offered to buyer in product recommendations and selection is advisory only. Buyer must evaluate all specifications and application considerations to determine suitability for intended use.

2. ACCEPTANCE OF ORDER & TERMINATION

Acceptance of any order is subject to credit approval and acceptance of order by seller. If buyer’s credit terms becomes unsatisfactory to the seller, seller reserves the right to reject / terminate the order received with a notice to buyer and without any liability on the seller.

3. PAYMENT TERMS:

100% payment in advance is required to be received by the seller or if mutually agreed credit terms have been established and maintained consistent within the seller’s credit policies, seller may render partial invoices and require progressive payments or other forms of payment security. Seller also may render invoices electronically and require payment by way of electronic funds transfer. Payment by credit card, when permitted by seller, is subject to credit card validation and authorization both at time of order placement and immediately prior to shipment. Seller reserves the right to suspend its performance in the event payment is not made when due. No payment by offset is permitted without seller’s consent. Interest charges will be added to overdue invoices at the rate of 1.5% per month starting from the date of invoice, subject to any limit imposed by applicable law. If buyer’s account is placed with an attorney for collection, buyer agrees to pay all costs of collection, including attorney’s fees and all other incidentals. If a judgment is obtained, interest shall continue at the greatest of 18% per annum or the maximum allowed by law until paid in full.

4. DELIVERY TERMS

Delivery terms are FOB seller’s operational facility or seller’s branch or seller’s vendor’s facility or distributor stock-point or as otherwise agreed to as stated on seller’s order acknowledgment. In all cases, title transfers to buyer upon the earlier of seller’s delivery to buyer or receipt by the first carrier for transport to buyer, except that title to all intellectual property rights associated with the products remains with seller’s suppliers or product licensors. Wherever applicable, prepaid shipping will be billed to buyer as a separate invoice item. Claims for shortages, errors or unsatisfactory receipt of goods must be intimated in writing within or not more than five (5) working days from the date of receipt of shipment.

5. DELAY IN DELIVERY

Seller’s acknowledged shipping dates are approximate only and seller disclaims any/all liabilities for late delivery by whatever means. Seller is not accountable for delays in delivery occasioned by acts of God, failure by its suppliers to ship or deliver on time or other circumstances whether or not caused by circumstances under seller’s control. Factory shipment or delivery dates are the best estimates worked out by the seller and in no case shall seller be liable for any consequential or special damages arising from any delay in shipment or delivery at the designated location for any reason what-so-ever.

6. PRICES

Prices quoted are valid for 15 days unless otherwise specified. Products containing commodity materials (copper, steel, aluminium, resin, etc.) are subject to increase if the commodity price has changed between the quotation date and the order date. Prices and other information shown in any of seller’s catalogues, brochures and websites (including those of its suppliers) are subject to change without notice and to confirmation by specific quotation. Those publications are not offers to sell and are maintained only as a source of general information. Time and material services will be provided in accordance with seller’s (or the related service provider’s) published service rates (including applicable overtime and travel expenses) and supplemental terms and conditions in effect as of the date the services are provided, unless otherwise confirmed by seller’s written quotation or order acknowledgment.

7. TAXES

Seller’s prices offered in the quotations, do not include sales taxes. Buyer will pay the seller for such taxes as may be applicable or provide seller with acceptable tax exemption certificate. Buyer indemnifies seller against any costs or losses, including attorney fees, arising from any improper designation of tax status.

8. CHANGES, MODIFICATIONS AND SUBSTITUTIONS

Buyer requested changes by whatever means, including those affecting the identity, scope, spec and delivery of the Products to be purchased, must be documented in writing and are subject to seller’s (or its supplier’s) prior approval and adjustments in price, scheduling and other affected terms and conditions. In any event, seller and its suppliers reserve the right to reject any change that seller or its suppliers deem unsafe, technically inadvisable or inconsistent with established engineering or quality guidelines and standards, or incompatible with seller’s suppliers’ design or manufacturing capabilities. Seller further reserves the right to substitute using the latest superseding revision or series or equivalent Product having comparable form, fit and function. The buyer before issuing a final order to the seller, must strictly scrutinise the feasibility, compatibility and suitability by all means and in no case the once issued PO by word of mouth, written document, electronically transmitted mail or in the best motive during both the parties due understanding without any documentary evidence will be considered for change or modify or consider replacing the entire spec or modifying the entire model or make or size of components. The entire liability will be on the buyer if any of the above is said to be considered. And if the production activity is initiated, right from the purchase of raw material, finished goods or production taken up with the existing raw material, will in no case be considered for change, modify or substitute with the now newly suggested make, spec and model by the buyer. Seller has the discretion to consider the newly suggested spec or model or make or size of component etc. Buyer indemnifies to pay to the seller towards the losses of the products produced, the man-hour losses and any other incidentals cumulating to the maximum of 50% of the cost of the produced material or PO value, whichever is higher.

9. RETURNS

All returns will be pursuant to seller’s instructions and at seller’s discretion. Non-warranty returns of unused and resalable products for credit will be subject to seller’s return policies in effect at the time, including applicable restocking, handling, and re-packaging charges and other conditions of return. Items designated as Non-Returnable, Special or Customised Orders, Non-Stock Items, Cut Wire, Custom Products or Products specifically manufactured or sourced suiting only to buyer’s specification are not returnable at any cost. In addition to any other requirements of the original manufacturer, all returns must be in new condition complete with all parts and in original packaging. Packaging must be free from writing, labels, and must contain all prior factory identification. Shrink wrapped product (If possible) and factory seals must not be broken. If applicable, material must not have been installed or electrically powered. Returns are allowable only when seller has issued buyer a Return Material Authorization (RMA) in writing. Seller does not accept responsibility for material returned without an RMA and confirmation of receipt of material from seller. Issuance of an RMA is not a guarantee of credit for returned materials. If the material is being returned to the seller, credit for return will not be applied until supplier grants due credit to seller. Products thus returned under the manufacturer’s warranty must be properly packed and shipped to locations specified by seller or its supplier. Shipping containers must be clearly marked per instruction and shipped freight prepaid by Buyer. Any material received by the seller in damaged or non-saleable condition or packed carelessly leading to the damage, will be considered for damage or destroying the material and no credit will be provided. The seller agrees to let the buyer know the reasons for such destroying.

10. ORDER CANCELLATION

Cancellation by Buyer prior to shipment is permitted only by written notice from buyer and subsequent written acceptance by seller and upon payment to seller of reasonable cancellation and restocking charges, including reimbursement for incurred direct costs. Cancellation charges associated with orders for customised products, products specifically manufactured or sourced to buyer’s specifications or orders requiring a commitment to obtain raw materials may equal the actual selling price of the affected products. Seller has the right to cancel any order for cause at any time by written notice, and seller will be entitled to cancellation and restocking charges as mentioned above. No termination by Buyer for cause will be effective unless seller has failed to correct the alleged cause within forty‑five (45) days after receipt of buyer’s written notice specifying the cause.

11. FORCE MAJEURE

Seller and its suppliers, vendors, distributors, branches will not be liable for any loss, damage or delay arising out of seller’s failure or that of seller’s supplier to perform due to causes beyond seller’s or its suppliers’ reasonable control, including without limitation, acts of God, acts or omissions by buyer or other parties not under seller’s or its suppliers direction and control, acts of civil or military authority, fires, strikes, floods, epidemics, quarantine restrictions, war, riots, acts of terrorism, delays in transportation, or transportation embargoes. In the event of delay, seller’s performance date(s) (or that of seller’s supplier, as the case may be) will be extended for a length of time as may be reasonably necessary to compensate for the delay.

12. FACSIMILE and other ELECTRONIC TRANSMISSION

Any documents which are sent by facsimile or other electronic means may be accepted as originals unless the recipient timely requests an original to be sent by some other means. Voice messages may be deemed equivalent to other electronic or written documents subject to appropriate verification of the identity and relationship of the person speaking.

13. WAIVER

No failure or delay by Seller in exercising any rights, whether occurring once or multiple times, shall be construed as a waiver of seller’s rights to require strict compliance with any one or more of these terms and conditions.

GOVERNING LAW AND FORUM:

Any Dispute arising under this Agreement shall be governed by the laws of, and shall be resolved in the Courts of, such Courts with jurisdiction over the county in which the pertinent Electrical Equipment Company Branch is situated, in the court in which the project for which goods are to be used is located, or in any county where Electrical Equipment Company has a Branch in the State where the transaction arose. In the event of conflict between this agreement and Buyer’s purchase order or other documents prepared by Buyer, or between this agreement and any oral representations or agreements between the parties, this Agreement shall control.