FLAKTGROUP INDIA PRIVATE LIMITED

Commercial Terms & Conditions - For Sale of Equipment

1. GENERAL

“Seller” means FlaktGroup India Private Limited, a Company registered under the Companies Act 1956
and its employees, agents and contractors; (hereinafter referred as “FlaktGroup” which expression
shall, unless repugnant to the meaning or context hereof, be deemed to include its successors and
permitted assigns)

“Buyer” means the Individual or Company or association or any other juristic entity through
authorized representative who has placed the offer through Purchase Order or any document
equivalent to offer and whose order for the purchase of Equipment is accepted by Seller or who
accepts a quotation/proposal of Seller for the sale of Equipment;

“Conditions” means the terms and conditions of sale set out in this document and shall constitute the
entire and only agreement between the Buyer and Seller and shall supersede all prior oral or written
communications, agreements or representations between the parties. No waiver, alteration or
modification of any of the provisions hereof shall be binding unless it is agreed in writing and signed
by authorized representatives of the Parties;

“Contract” means a current Contract or purchase order (PO) together with any documents specifically
referred to therein and established upon these Conditions between Buyer and Seller for the provision
of the Equipment.

“Equipment” means any product, good, parts, material or accessory which Seller is to supply in
accordance with these Conditions,

In the event of inconsistency between the various documents forming the contract, these Conditions
shall prevail.

2. OBJECTIVE

This document forms the integral part of any Offer / Quote submitted to any prospective buyer of
FlaktGroup Product and Service and hence must be submitted along with any offer / quote made.
However, if any stipulation or offer is in contradiction with this agreement, said agreement shall
prevail, unless specifically agreed in writing. This document must also be signed and accepted by the
Buyer before any order is accepted by FlaktGroup.

3. CHANGES

Any changes requested by Buyer affecting the Equipment may be accepted by Seller at the Seller's
sole discretion and resulting adjustments to affected provisions including but not limited to price,
delivery schedule or guarantees, etc. are to be mutually agreed in writing prior to the implementation
of the change. Seller shall effect any change described in detail on a written change order issued by
Buyer and accepted by Seller.

Seller may, at its own expense and in its sole discretion, make such changes to the Equipment as it
deems necessary in order to meet any performance guarantees provided for in the
quotation/proposal. If Buyer refuses to approve any such changes, Seller shall be relieved of its
obligations to meet such guarantees to the extent to which Seller may be affected by such refusal.

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 4. BASIS OF PRICE & VALIDITY

a) The prices quoted are CPT / Ex-works Greater Noida and for supply of Goods only.
b) Unless otherwise specifically confirmed by FlaktGroup to the contrary, Installation and
commissioning support will be provided on chargeable basis.
c) Prices are exclusive of any GST or any other local tax, which shall be payable by Buyer to
FlaktGroup in accordance with applicable laws. Prior to delivery FlaktGroup can demand
advance payment or payment guarantee.

That Prices offered for Goods and Services related thereto in any document by FlaktGroup shall remain
valid for a maximum tenure of thirty (30) days from the date of offer unless said offer or prices has
been confirmed in writing or if otherwise agreed.

In case the time period involved in execution of the project is longer than 90 days from the date of PO
and during that period, if any of the commodity prices increases by more than 10%, then FlaktGroup
reserves the right to increase the previous quoted prices in consultation with the buyer accordingly.

5. TAXES

FlaktGroup shall charge Goods and Service Tax or any cess or any sort of taxation laws amended or
prevailing in the territory of India on the date of raising invoice over and above the price of goods.

6. TERMS OF PAYMENT

Large Value Orders: As mentioned in the Offer Document / Quotation.

Small Value Orders (Below INR 2,00,000/-): 100% Advance along with Taxes, Freight & Duties.

Payment Terms should be clearly mentioned in the Purchase Order and payment shall be made as per
the agreed terms and said terms shall be in clear language without any scope of ambiguity. Further,
in instance of PDC (Post Dated Cheque) the said instrument shall clearly disclose the name &
designation of signatory with respect to the institution or organisation. Time of payment shall be the
essence of the contract. Transit time (unless specifically agreed) & Bill processing time at buyer’s end,
is not to be counted while calculating number of days for payment purpose. However, the duration
for payment shall be subject to the stipulations as stated in this agreement unless agreed in writing
through mutual consent.

Any delay by Buyer in making timely payments to FlaktGroup, FlaktGroup shall have the right, in
addition to, and without prejudice to all other rights to which it is entitled at law, to retain possession
of Equipment, to suspend performance under the Contract, and/or to charge interest on the overdue
amount, plus administrative costs which shall be determined by the FlaktGroup, and also to terminate
the contract in whole or in part and/or may impact the ability of FlaktGroup to commit deliveries and
its resources at work on the subsequent milestones of the contract.

All invoices shall be payable from the date of dispatch excluding any duration or period excluded
through this agreement or otherwise through written consent. If the buyer fails to pay FlaktGroup any
amount by the due date of payment, the buyer shall be liable to pay the amount along with the interest
@ 2% per month on the outstanding amount.

If, in the sole judgment of Seller, the financial condition of Buyer at any time prior to delivery does not
justify the terms of payment specified, then Seller may require payment in advance or payment
security satisfactory to Seller.

Payment can’t be delayed for eventual lack of payment to the Buyer from any other party. Any such
link is not acceptable. Payment can’t be linked with commissioning of Buyer’s plant / unit. If necessary,
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(as in case of long term project), payment should be made against necessary Bank Guarantee(s) as
agreed by FlaktGroup during order finalization. Payment against “Proforma Invoice” means Payment
will be released before dispatch. If payment is made by PDC, dispatch will be made only after required
PDCs are received by FlaktGroup. However, FlaktGroup reserve its right to restrict the delivery or
supply of goods on complete or partial basis subject to clearance of PDC, unless and until otherwise
agreed.

7. QUALITY

FlaktGroup warrants that at the time of the dispatch of goods from FlaktGroup factory or warehouse
they will comply with the specifications as agreed between the parties. FlaktGroup shall not be liable
for breach of above defined warranty unless FlaktGroup receives from the buyer written notice of the
breach within seven (7) days from the date of delivery of goods. However, any claim shall be
entertained only after the fair and free examination by the technical experts of FlaktGroup or any
independent body as agreed between the parties. It is to be noted that buyer shall not utilise or
operate the goods in any manner from the date of identification of breach.

8. DELIVERY

a) Unless otherwise mentioned in the offer document / quotation, standard delivery period will
be 10-12 Weeks.
b) Delivery period, as stated above, shall be reckoned from the date of receipt by seller, from
buyer of:
 Buyers’ technically and commercially clear order.
 Agreed advance payment, and / or, Agreed Letter of Credit.
 Final approval of drawings - The same needs to be approved within 15 days from the
date of submission of drawings.
 Detailed Order break-up (Billing Schedule).
Whichever event arise earlier.
c) Each delivery of goods shall constitute a separate contract and any breach thereof shall not
entitle the termination of the PRINCIPAL contract as a whole.
d) In case delivery/dispatch of material by seller is delayed on account of the absence of
instructions for delivery from buyer, in such instance the date of seller's intimation to buyer
of readiness of material for dispatch deemed to be the contractual date of delivery. In such
an event, agreed payment due on delivery shall be made by buyer on seller's request or the
original date of intimation. On release of the order by buyer, it is agreed that any delay in
releasing payment results in foregoing the rights of buyer to apply liquidated damages for
delays in supply.
e) All drawings, as agreed in the pre-order correspondence, requiring the buyer approval, shall
be approved by the buyer within one week of submission of required document and no further
changes shall be made thereafter. In the event of any delays on account of prior approval, in
such instance date of delivery of goods stands revised/ amended accordingly without any
further intimation in writing
f) FlaktGroup has proposed the period of delivery in good faith and such duration is subject to
Force Majeure.
g) Unless specifically agreed by FlaktGroup, Liquidated Damages (LD) is not applicable. Under no
circumstances, LD can’t exceed 5% of the undelivered order value.
h) Clear “Dispatch Clearance” is necessary from Buyer before any material dispatch. In case there
is delay in “Dispatch Clearance” from Buyer / End- Buyer, LD will be applicable only from date
of receipt of “Dispatch Clearance”.
i) In case of delay in delivery, FlaktGroup shall perform the completion of the work as scheduled.
If any delay of the schedule occurs, except those beyond the control of FlaktGroup, then

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 FlaktGroup shall take its best commercially reasonable efforts at no additional cost to the
Buyer to endeavour to come back to the original schedule”.

9. WARRANTY

The equipment offered are covered by warranty under proper or directed guidelines of usage, which
includes for faulty designs, material or workmanship for a period of eighteen (18) month from the
date of dispatch or twelve (12) month from date of installation, whichever is earlier, unless otherwise
specifically mentioned in the offer document. FlaktGroup shall have no liability to the Buyer with
respect to the Goods after the expiration of the guarantee period.

Buyer shall inform seller in writing, of any defect in equipment noticed during warranty period. On
receipt of Buyer written notice, seller shall at his option, replace or repair free of cost equipment’s
supplied by him. Buyer shall not return the equipment to seller before receiving seller confirmation to
this effect. The equipment in such cases shall be returned to Seller’s works on freight to pay basis.
However, any act of return or replacement shall be subject to the examination and analysis of the
technical team of FlaktGroup.

Warranty shall not cover defects or deficiencies resulting from:

 faulty handling of the Buyer;
 improper storage of the Buyer;
 incorrect erection, commissioning;
 mistakes in operation;
 maintenance, repair or interventions by persons other than FlaktGroup and without its prior
authorization;
 normal wear and tear

Warranty is subject to the condition that buyer shall not alter or amend the product as supplied,
warranty shall lapse if there is any alteration or modification in product carried forward by the buyer.
Buyer will provide FlaktGroup reasonable access to the Site to undertake any warranty obligations.
FlaktGroup shall coordinate with the Buyer’s operations schedule to endeavour to minimize any
adverse consequences on any ongoing Site operations, including the possibility of postponing the
necessary warranty work until the next scheduled unit shut down, or to such time that will avoid a
power generation peak load period. If the Buyer decide to postpone the necessary warranty work
against FlaktGroup recommendations, it shall be on Buyer’s sole responsibility and expense, i.e.
FlaktGroup shall not be liable for any damages of whatever kind arising after the date FlaktGroup
wanted to remedy the Goods and the Buyer shall be responsible for all extra costs for remedying the
Goods which are caused by a use of the Goods after the date FlaktGroup wanted to perform remedial
measures.

FlaktGroup recommend to utilize and avail its service for trouble free installation and operation.

Buyer shall at his own expense arrange for any dismantling and reassembly of equipment other than
the Goods to the extent that this is necessary in order for FlaktGroup to be able to remedy defects in
the Goods. If the Buyer fails to do so at the date FlaktGroup is about to perform its work as regard to
its obligations under this guarantee, the Buyer shall be deemed to have irrevocably waived his right
for any remedial actions and FlaktGroup shall be relieved from all his obligations under the Contract.

Warranty also excludes equipment not originally supplied by FlaktGroup and its dismantling. Warranty
will not be applicable if complete payment, including interest billed, is not received by the seller.

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 10. QUALITY TEST & INSPECTION

Equipment shall be tested as per the standard practice of manufacturer. Additional tests, if any,
required by buyer shall be subject to seller's confirmation and acceptance of extra charges by the
Buyer.

In case of inspection of equipment by buyer prior to delivery/dispatch, seven days advance notice for
this purpose shall be given to the seller. On successful completion of inspection, the buyers’
representative shall issue an acceptance/ dispatch clearance certificate. In the event of inspection not
being carried out on the scheduled date, the seller reserves the right to dispatch such equipment
which shall be deemed to have been duly inspected and approved. Seller shall however furnish copies
of test certificate and payment shall fall due as per the agreed terms. In such an event no other liability
shall accrue to the seller except under the warranty clause.

11. CONSEQUENTIAL DAMAGE & LIMITATION OF LIABILITY

FlaktGroup total liability for damages in aggregate (including damages caused by any breach of
contract, tort or statutory duty or otherwise) shall not exceed 10% of the Contract Price capped to the
effective payment made by the buyer nor shall FlaktGroup be liable for any special, indirect or
consequential damages or losses such as, but not limited to, loss of revenue, loss of profit, loss of
contracts, loss of use, loss of production, loss of power, costs of capital, costs of replacement power
or costs connected with interruption of operation. The Buyer should also waives, both on its own
behalf and on behalf of its insurers, any such claims against FlaktGroup and its insurers.

12. INDEMNITY

FlaktGroup shall indemnify and save harmless the Buyer in respect of any reasonable direct loss or
expense from damage to any property real or personal arising out of, or in the course of, or caused
by, the manufacture and delivery of, or defect in, the goods, or direct patent infringement or from any
act or omission of the FlaktGroup, its agents, employees or subcontractors. FlaktGroup shall indemnify
the Buyer in respect of any reasonable direct loss or expense incurred by or claimed against the Buyer,
due to the goods not conforming to the specifications, plans, designs, written instructions or orders
of the Buyer or its employees. The indemnities by FlaktGroup shall not be applicable in the event of
negligence or wilful misconduct by the Buyer.

13. HEALTH AND SAFETY

Seller considers health and safety one of its top priorities and will endeavour to co-operate with Buyer
as far as reasonably practicable, to achieve good safety performance.

Seller may, where applicable, submit a health and safety program to Buyer to ensure compliance with
such program prior to sale and delivery of the Equipment. In the event site condition(s) as determined
by the Seller are unsafe or if the Buyer fails to comply with any aspect of the health and safety
program, the Seller shall be entitled to suspend delivery of the Equipment or the performance of this
contract. In such an event the Seller shall not be deemed to be in breach of the contract or be liable
to the Buyer by reason of such conduct.

14. ORDER ACCEPTANCE

On successful Bid negotiation and upon Buyer Issuing Purchase Order to FlaktGroup, following points
must be fulfilled before order acceptance is provided by FlaktGroup:
 For all new buyer with (Credit Payment term), “Buyer Credit Approval Form (CCAF)” has
to be filled up and approved by FlaktGroup’ Management.

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  This document must be agreed, signed and accepted by the purchasing company.
 Any deviation from the terms as specified in this document must be approved by
FlaktGroup Management.

15. SETTLEMENT OF DISPUTES & GOVERNING LAW

Any dispute with regard to the quality of product or claim arising out of or in relation to the said quality
and/or default in payments shall be resolved in amicable manner by negotiation between the top
management of both the parties. Any disputes which can’t be settled through negotiation shall be
subject to Jurisdiction of Courts in India. The Courts at Delhi shall have exclusive jurisdiction to try any
matters arising out of or in connection herewith.

The contract shall in all respects be construed after seller's confirmation of buyer's order and will be
operated as an Indian contract. The contract remains unaffected by any change of control of
FlaktGroup.

If any provisions of the contract is found by any court of competent jurisdiction to be wholly or partly
illegal, invalid, unenforceable or unreasonable it shall to the extent of such illegality, invalidity,
unenforceability or unreasonableness be deemed severable and the remaining provisions of the
contract and the remainder of such provisions shall continue in full force and effect.

16. COMPLETION & CLOSURE

On completion of all the deliverables / activities as agreed by FlaktGroup in its Order Acceptance, the
buyer must be formally intimated about the completion of all necessary and pertinent activities. Upon
receipt of such completion intimation, the purchasing company must issue within seven (7) days, a
formal completion certificate as necessary and applicable [Example, Installation completion
Certificate, Project handover certificate, etc.

17. TERMINATION

No contract which has been accepted by the buyer will be cancelled by them except with the prior
written agreement with the seller and such cancellation should be on terms that the buyer shall
indemnify the seller in full against all loss (including loss of profit), costs (including the cost of all
labour, under-recovery of overheads and materials used), damages, charges and expenses incurred
by the seller as a result of cancellation.

FlaktGroup may terminate all or part of the contract (i) by 30 days written notice or (ii) by written
notice with immediate effect if Buyer in arrears of any amount owed to FlaktGroup, Buyer becomes
bankrupt or insolvent.

18. OPPORTUNITY TO REMOVE DEFICIENCY

In the event of any deficiency in achieving the performance parameters, the Seller will be given
opportunities to make good ‘the deficiencies within a time frame mutually agreed between the Buyer
& the Seller.

19. RESERVATION CLAUSE

The quotation (contract, order confirmation) is made subject to all necessary Export Licenses and
other permissions being obtained by the recipient, from the relevant authorities, for the destination
and intended use of the goods and / or services.

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 20. RESTRICTED/ PROHIBITED TERRITORIES

This offer and the subsequent order is based on the assumption that the end destination of the supply,
whether directly or indirectly, will not be to any of the following countries:
Iran, Cuba, Russia, Sudan, Syria, North Korea, etc.
Any violation of the above condition will lead to the termination of the agreement / contract /
purchase order and shall relieve FlaktGroup of all liabilities, whether present or future, including
warranty liability if any. Any change to the above list of countries will be suitably intimated as the list
is subject to change.

21. EXPORT

In case of Export of equipment outside the territory of India, following specific terms & conditions will
be applicable notwithstanding anything contained in this document. Prices quoted will be exclusive of
any applicable taxes & duties and any other surcharge of any kind.
 Delivery will be Ex-works.
 Delivery will be based on readiness of the product. Product will be ready for Factory
Acceptance Test (FAT) at FlaktGroup’ Greater Noida Works and within 16 weeks of effective
contract date.
 Cost of any specific certification necessary / applicable to the country of export to be
reimbursed by the Buyer to FlaktGroup at actuals.
 Any civil works, loading, unloading, lifting, shifting, unpacking at site, laying of cables, etc.
excluded from FlaktGroup’ scope of work.

22. INTELLECTUAL PROPERTY RIGHTS

The Seller is and remains the owner of all Intellectual Property Rights (and all adaptations and
reproductions thereof) used on or in relation to the Equipment supplied, whether existing at the start
of the Contract or created by the Seller during the course of and/or in furtherance of the Contract.

Seller authorizes the buyer to use its trade marks/copy rights/ designs /logos and other intellectual
property owned and/or licensed by it on the products supplied by FlaktGroup. It is expressly agreed
and clarified that, except as specified agreed in this Agreement, each Party shall retain all right, title
and interest in their respective trademarks and logos and that nothing contained in this Agreement,
nor the use of the trademark / logos on the publicity, advertising, promotional or other material in
relation to the good or services or documents shall be construed as giving to any Party any right, title
or interest of any nature whatsoever to any of the other Party’s trademarks and / or logos.

23. CONFIDENTIALITY

The contents of the agreement and any information passed on by the Seller to the buyer is highly
confidential in nature and the buyer agrees and undertakes to maintain the confidentiality of the
information and user/buyer data disclosed, generated or made available to buyer under this
Agreement. The said information shall not be used by the buyer or its agents, representatives or any
person acting through or claiming through the buyer for any purpose other than for the performance
of its obligations under this Agreement. The buyer agrees that the unauthorized disclosure or use of
such information would cause irreparable harm and significant injury, the degree of which may be
difficult to ascertain. Accordingly, buyer agrees that the Company shall have the right to obtain an
immediate injunction from any court of law ensuing breach of this Agreement and/or disclosure of
the Confidential Information. The Seller shall also have the right to pursue any other rights or remedies
available at law or equity for such a breach.

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 24. INSTALLATION / LONG TERM PROJECT / TURN-KEY JOB

The Buyer must extend all necessary support / information to Seller to comply with all applicable laws,
including but not limited to, PF Act, ESI Act, Labour Law, Safety Law, etc., whether Central, State or
Local, in pursuant to its activity at the site. In case of any lapse by the Seller in complying with any Act
/ Law, the maximum penalty that can be imposed on the Seller should be limited to 5% of Installation
& Commissioning order value.

Payment Can’t be linked with Commissioning of Buyer’s Plant or Final Acceptance of FlaktGroup
Product / work, by the buyer. Buyer must complete entire payment (make Final payment) latest within
12 (twelve) month from date of last major supply or within 6 (six) month of FlaktGroup’ completion of
its Installation activity, whichever is earlier.

25. WAIVER AND AMENDMENT

No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior,
concurrent or subsequent breach of the same or any other provisions and will not be effective unless
made in writing and signed by an authorized representative of the waiving Party. Except as expressly
set out in this Agreement, no amendment is binding on the Parties unless it is in writing and signed by
a duly authorized representative of each of the Parties.

26. FORCE MAJEURE

Neither Party shall be responsible or liable for any delay or failure to perform its obligations (other
than an obligation to make payment) under this Agreement due to unforeseen circumstances or any
event which is beyond that Party's reasonable control and without its fault or negligence, but not
limited to, acts of God, plague, epidemic, natural disaster such as but not limited to violent storm,
cyclone, typhoon, hurricane, tornado, blizzard, earthquake, volcanic activity, landslide, tidal wave,
tsunami, flood, damage or destruction by lightning, drought, terrorism, war, riots, embargoes, order/
acts of any Government authority, delays in obtaining licenses or rejection of applications under the
Statutes, prolonged break-down of transport, telecommunication or power failure, fire or general
labour disturbance such as but not limited to boycott, strike and lock-out.

If as a result of Force Majeure, FlaktGroup is not liable to comply with its obligation, then FlaktGroup
notify the other Party and thereupon will be excused from performing such obligation for so long as
the Force Majeure event continues and will use all reasonable endeavours to resume performance of
the obligation as soon as reasonably possible.

If any Force Majeure Event affects the performance of obligations of any Party, such Party will make
all commercially reasonable efforts to mitigate the effect of the Force Majeure event. Where a Force
Majeure event materially prevents a Party’s performance for a continuous period of 30 days, the party
may terminate the agreement with 30 days’ written notice.

27. EXTENSION OF TIME

FlaktGroup has right to extend the delivery time and shall be paid additional compensation for costs
plus overheads and reasonable profits if we are or will be delayed in completing our undertakings by
any of the following causes:

a) extra or additional work or change in specifications by the Buyer;

b) physical obstructions or conditions which could not reasonably have been foreseen;
c) instructions or decisions by the buyer otherwise than by reason of FlaktGroup' default;
d) failure of buyer to fulfil any of his obligations under the contract (such as approving the
drawings within the defined period of time or submitting technical information late)
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 e) delay by any other contractor, seller or agent engaged by the buyer affecting FlaktGroup.

28. RIGHT TO SUB-CONTRACT

Seller has the right to sub-contract any part of the contract without buyer’s prior approval. FlaktGroup
can use any sub-seller of its choice however, FlaktGroup shall not compromise with the quality and
specifications of the required product or services.

29. OTHER ITEMS

a) Unless otherwise specifically confirmed by FlaktGroup to the contrary, Packing and forwarding
@ 2.5 % of the quoted prices will be charged extra.
b) Nothing in this Agreement will be construed as creating a relationship of partnership, joint
venture, agency or employment between the Parties. The Company shall not be responsible
for the acts or omissions of the buyer.
c) Any notice required or permitted to be given by either party shall be in writing addressed to
other party at its principal place of business or such other address as may be notified.
d) Any civil works, loading, unloading, lifting, shifting, unpacking at site, erection of panels, laying
of cables, etc. are excluded from FlaktGroup’ scope of work, unless specifically agreed upon.
However, all necessary guidance and details for completing the erection, cable laying, etc. will
be provided by FlaktGroup either in writing or telephonically at buyer’s request and against
payment of charges as agreed upon.

Proposed by: Accepted by:

For FlaktGroup India Pvt Ltd For __________________________

Name: ………………………………….. Name: …………………………………………

Designation: …………………………. Designation: ………………………………..

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