PURCHASE ORDER

• Company is pleased to issue this Purchase Order (“PO”). By issuance of this PO, the Supplier agrees to be bound by these Terms andConditions, in addition to any definitive agreement or work order (if applicable). Kindly ensure all the deliveries/ Services are asspecified in the definitive agreement/ work order / PO and are as per the absolute satisfaction of the Company. This PO is governedby the terms and conditions outlined in the definitive agreement/ work order executed between the parties. In the absence of a signeddefinitive agreement/ work order, the terms specified in the PO shall apply.
• This PO has been digitally approved, therefore physical signatures are not required.
• In the event of any conflict between:
  a. this PO;
  b. any Letter of Intent (LOI), quotation, email communication, or Supplier document; and
  c. any definitive agreement/work order, The terms of this PO shall prevail over any LOI, quotation, email communication, or Supplier document, unless expressly agreed otherwise in a definitive agreement executed by both parties.
  
  No terms stated in any quotation, invoice, delivery challan, email, or other communication issued by the Supplier shall override ormodify this PO unless expressly accepted in writing by the Company.
  
• The prices mentioned in this PO will be fixed and no increase in price shall be permitted during the issuance and, or execution of thePO unless a written amendment is signed by the Company. PO value is tentative and indicative, and the invoice should be raised basedon the actual Services provided by the Supplier and accepted by the Company to its satisfaction. Company does not guarantee anyspecific level of volume commitment or expenditure or any minimum number of Goods or Services under this PO.
  
• The price stated above are subject to all prevailing and applicable govt. taxes, duties, levies and octroi etc, as may be applicable in theofficial currency of the country where the Company in this PO is located, unless specified otherwise in the definitive agreement/ workorder.
  
• The Company reserves the right to immediately cancel the PO in full or part thereof without assigning any reason whatsoever.
  
• No terms and conditions specified by the Supplier in their invoice or otherwise in any other document shall be binding on the Companyunless specifically agreed by the Company in writing.
  
• The Amount mentioned in this PO includes cost of packing delivery charges and all other incidental expenses, unless otherwise statedin writing by the Company.
  
• Time schedule specified for delivery is of the essence, and strict adherence to delivery timelines shall be a material condition of thisPO. If delivery / ies is /are delayed beyond stipulated period, the Company reserves the right to immediately cancel this PO (in part orfull), levy liquidated damages, and/or procure the material/Services from other sources. Any such cost incurred by the Company forsuch procurement will be solely borne by the Supplier and be recovered from the Supplier accordingly, in addition to all the rights thatthe Company may have under law and equity.
  
  Without prejudice to the foregoing, if the Supplier fails to complete delivery within the agreed turnaround time (“TAT”), the Companyshall be entitled to deduct, as liquidated damages an amount equal to 10% of the corresponding PO value for every 7 (seven) days orpart thereof of delay, subject to a maximum deduction of 75% of the total PO value. Such liquidated damages may be deducted fromany invoice or amount payable to the Supplier under this PO or otherwise recoverable from the Supplier.
  
• This Purchase Order shall remain valid only for the delivery period expressly mentioned in the PO. In the absence of a specified delivery timeline, the Supplier shall complete delivery within thirty (30) days from the date of issuance of the PO.
  
  Any supply made after the expiry of the delivery period shall require prior written consent of the Company. The Company shall have the absolute right to reject such delayed supplies without any liability or payment obligation.
  
  If the Supplier fails to deliver within the stipulated timeline, the PO shall automatically lapse to the extent of the undelivered quantity, without any further notice. The Company shall not be obligated to accept, pay for, or return such goods.
  
• The Supplier shall perform the Services professionally, to the best of their capability, and at all times in accordance with applicablelaws and industry standards.
  
• The Supplier hereby acknowledges and agrees that the Company has commissioned the Supplier to perform the Services in accordancewith this PO and that all worldwide perpetual rights, title and interest in any findings, reports, inventions, writings, written, invented,made or conceived by the Supplier in the course of providing Services ("Deliverables") shall be assigned and remain the sole andexclusive property of the Company, without further consideration. The Supplier shall obtain all requisite approval for performance ofServices under this PO.
  
• The Supplier acknowledges that the goods procured under this PO are intended for commercial resale within a defined listing orpromotional period. In the event that the Supplier delays delivery beyond the agreed timeline and such delay results in expiry of listingperiod, promotional window, or commercial relevance of the goods, the Company shall be entitled to:
  (a) Reject the goods; or
  (b) Return the goods at the Supplier’s sole cost; or
  (c) Require the Supplier to repurchase the goods at the original invoice value.
  The Supplier shall bear all logistics and associated costs in such cases.
  
• The Supplier shall not have the right to use the Company's name, trademark, logo, slogans, branding, designs, trade dress, or any otherintellectual property without the prior written consent of the Company. Any use of the Company's intellectual property, even with theCompany's written consent, shall be strictly in accordance with the Company's branding guidelines, specifications, quality standards,and written instructions.
  
  In the event any goods, materials, packaging, labels, merchandise, fixtures, signage, uniforms, printed materials, or any other itemssupplied or manufactured by the Supplier bear the Company's name, trademark, logo, branding, design, or any other intellectualproperty, and such goods are subsequently rejected by the Company for any reason, including non-compliance with the Company'sspecifications, quality standards, branding guidelines, approved samples, or written instructions, such rejected goods shall not be sold,resold, distributed, transferred, reused, repurposed, or otherwise used by the Supplier or any third party.
  
  The Supplier shall, at its own cost and expense, destroy or dispose of such rejected goods in the manner directed by the Company andshall provide proof of such destruction or disposal, if required by the Company. The Supplier shall be solely responsible for any loss,damage, claim, liability, cost, or expense arising out of any unauthorized use, sale, resale, distribution, or disposal of such goods bearingthe Company's intellectual property.
  
• The Supplier shall, at its sole cost and without delay, rectify any deficiencies or defects in the Services and/or Deliverables provided toCompany. Company shall have no obligation to make any payments to the Supplier unless and until the Services and/or Deliverablesare completed to the Company's absolute and sole satisfaction.
  
• Company assumes no liability for infringement of any patent, trademark, design, copyright etc. for using Supplier's material as well asfor any product liability claim, arising thereof. The Supplier shall be solely responsible for any such liability. For any liability arising outof the same, Company reserves the right to withhold the payment of the bills/invoices, and the bills will not be processed for payment.
  
• The Supplier shall keep confidential any information that can be reasonably construed as being confidential, immaterial of the mannerin which it is made available to the Supplier. The Supplier shall at all times take such steps as may be necessary to safeguard allpersonally identifiable information or sensitive information shared with it by the Company, which shall, in no event, be lesser thanindustry best practices.
  
• In case any product/Deliverable related liability/ claim/ dispute is received by the Company from any third party, Supplier shall dealwith such claim and make good any loss incurred or suffered by the Company. The Supplier shall at all times indemnify & keepindemnified the Company & its employees, agents and representatives from all claims(s), dispute(s), liability/ ies, loss/ es etc. causedto it due to any reason. Company's total aggregate liability under or in connection with the PO/definitive agreement/work order(whether in contract, tort (including negligence) or otherwise) shall not exceed in aggregate the lower of (a) the total fees paid byCompany during the one (1) month preceding the event giving rise to the claim, or (b) fifty percent (50%) of the total amount due fromCompany for the supply of goods to which the claim relates.
  
• The Company may, at any time and with or without assigning any reason, by giving 48 (forty-eight) hours' prior written notice to theSupplier: (i) terminate the definitive agreement/ work order / PO, in whole or in part; (ii) suspend, alter, reduce, or reschedule thescope of work(s)/Services, in whole or in part; and/or (iii) change the locations or facilities for the Goods and/or Services.
  
• Please acknowledge receipt of this PO in writing within seven days of receiving. Non-receipt of the said acknowledgement within sevendays will be presumed as Supplier's unconditional acceptance of this PO.
  
• Payments shall be made in accordance with the payment terms agreed between the Company and the Supplier under the definitiveagreement, work order, quotation, or this PO, as applicable. In the absence of any specific payment terms, payment shall be processedwithin the period specified in this PO, calculated from the later of:
  
  a. the date of receipt of a valid, complete, and undisputed invoice;
  b. the date of actual receipt of goods and/or completion of services; and
  c. the date of acceptance of such goods and/or services by the Company.
  
  No payment shall become due unless the goods and/or services have been delivered, verified, and accepted by the Company to itssatisfaction.
  
  The Company shall be entitled to withhold payment in case of any discrepancy, deficiency, short delivery, quality issue, documentationgap, rate mismatch, tax mismatch, GST non-compliance, non-availability of GRN number/service confirmation, or any other dispute inrelation to the invoice, goods, services, or deliverables. The payment timeline shall commence only once such discrepancy or disputeis fully resolved and a valid revised invoice, credit note, GRN number, service confirmation, or other required document, as applicable,is submitted by the Supplier.
  
  All payments shall be subject to applicable statutory deductions, including TDS, GST TDS, or any other deduction required underapplicable law. The Company shall also have the right to adjust, set off, or recover any advance, excess payment, penalty, debit note,damages, cost, loss, or other amount recoverable from the Supplier against any invoice or amount payable to the Supplier under thisPO or any other arrangement.
  
  The Supplier shall mandatorily mention the Company’s PO reference number, item code, item description, delivery location, GSTIN,HSN/SAC code, quantity, rate, applicable tax rate, and any other details required by the Company in all future correspondence, deliverychallans, invoices, credit notes, debit notes, transport documents, e-way bills, and any other related documents.
  
  The Supplier shall be solely responsible for collecting the Goods Receipt Note (“GRN”) number, service confirmation, deliveryacknowledgment, or any other proof of receipt/acceptance, as applicable, from the Company’s authorized representative at the timeof delivery of goods and/or completion of services. The GRN number or service confirmation shall act as proof of delivery/receipt andshall be mandatorily mentioned on the invoice and supporting documents submitted by the Supplier.
  
  The Supplier acknowledges that timely collection and submission of the GRN number, service confirmation, delivery acknowledgment,or any other proof of receipt/acceptance is the Supplier’s responsibility. In the event the Supplier fails to collect, submit, or mentionthe GRN number, service confirmation, delivery acknowledgment, or other required proof of receipt/acceptance on the invoice orsupporting documents, the Company shall not be responsible for any delay in invoice verification or payment processing arising onaccount of such omission.
  
  Any invoice, delivery challan, or document not bearing the correct PO reference number, item code, GRN number, serviceconfirmation, or other required reference details may be rejected by the Company and shall not be considered valid for paymentprocessing. All invoices and/or bills shall be submitted by the Supplier to the Company immediately upon delivery of goods and/orcompletion of services, and after acceptance thereof by the Company.
  
  Each invoice submitted to the Company shall be valid, complete, accurate, and supported by adequate documentation, including, asapplicable:
  
  i. a statement or confirmation that the goods, services, and/or deliverables supplied comply with the provisions of this PO, agreement,approved specifications, quality standards, and applicable laws;
  ii. details of the goods, services, and/or deliverables provided, including the applicable PO number, invoice number, invoice date,delivery challan number, GRN number/service confirmation, item code, item description, quantity, rate, tax rate, HSN/SAC code, andcorresponding price;
  iii. proof of delivery, delivery challan, goods receipt note, service completion certificate, installation report, acceptance confirmation,or any other document required by the Company;
  iv. where expense reimbursement is specifically approved under this PO or agreement, itemized expenses which have been preapprovedin writing by the Company, along with original receipts or other supporting documents;
  v. valid GST invoice, e-invoice, e-way bill, and any other statutory document, wherever applicable; and
  vi. any other document or clarification reasonably required by the Company for verification and payment processing.
  
  Incomplete, incorrect, invalid, unsupported, or disputed invoices shall not be accepted and shall not trigger any payment obligationon the Company.
  
  Any invoice submitted after 30 days from the date of receipt of goods and/or completion of services shall not be accepted, unlessspecifically approved in writing by the Company. The Company shall have no obligation to release payment against such delayedinvoice.
  
  Submission or receipt of an invoice by the Company shall not be deemed to be acceptance of the goods, services, deliverables, rates,taxes, or amounts mentioned therein. Payment, if made, shall not prejudice the Company’s right to subsequently raise disputes,recover excess payments, claim damages, or seek any other remedy available under this PO, agreement, law, equity, or otherwise.
  
• During the term of this PO/ agreement and for a period as required under applicable laws thereafter, Company/select independentthird party auditors will have the right, at its expense, to audit the books and records of Supplier related to Supplier's activities underthis PO/ agreement.
  
• If the Supplier fails to comply with applicable tax laws (including timely and accurate filing of returns and deposit of collected taxes),and such failure results in denial of input tax credit or equivalent to the Company, Company shall be entitled to recover or deduct thecorresponding amount from payments due to the Supplier. Supplier undertakes that it shall extend its full cooperation and shall ensurethat it shall make available to Company any documentation including but not limited to the tax payment proofs, if required to besubmitted by Company to the tax authorities under GST laws, such as, at the time of tax audit or assessments.
  
• The Supplier shall act as an independent contractor and nothing contained in the definitive agreement/ work order / PO shall beconstrued as creating any principal-agent relationship between Company and the Supplier.
  
• Any notices or communications under this PO shall be made in writing and delivered to the respective party's registered address or viaemail as agreed between the parties.
  
• The Parties shall make good faith efforts to resolve any and all disputes arising out of or in connection with this PO in a confidentialmanner, including by escalating the matter to higher levels of management prior to initiating any legal proceedings. This PO shall begoverned by and construed in accordance with the laws of India. Subject to the foregoing, the courts at Mumbai shall have exclusivejurisdiction over any dispute arising out of or in connection with this PO, and no other court shall have jurisdiction.