Purchase Order

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PO No. : 4800004673
PO Date : 16-Aug-2023
Vendor/Service Provider: Buyer Details: Grey Orange India Private Limited
(511284) Gavida Infrasolutions Contact Person: 65195 Jitender Kumar GSTIN No.- 06AAFCG6416L1ZG
R-25, Khirki Extension , Malviya Nagar,
Contact No. : +919711855459 PAN No: AAFCG6416L
New Delhi -110017
Malviya Nagar 07-DL 110017 Email: [email protected] IEC :
India
GSTIN No.- 07BEZPA0029K1ZD Other Details:
State.- Delhi Contract/Ref. No:
State Code.- 07-DL Contact Person:
Sales Person: Contact No. :
Contact No.: Email:
Email:
Invoice To: Delivery Address:
Grey Orange India Private Limited Grey Orange India Private Limited
1st Floor & 2nd Floor, NH-8, Sector-34, 1st Floor & 2nd Floor, NH-8, Sector-34,
Orient Bestech Business Towers, Ground Floor Orient Bestech Business Towers, Ground Floor
Gurugram 06-HR 122004 Gurugram 06-HR 122004
IN India
We are pleased to release the purchase/work order subject to following/below terms and conditions and Annexure.
SNo. Material Code Material Description MPN No Revision HSN Code/ Delivery Date UOM Rate (INR) Quantity Value (INR) Discount (%)
no SAC Code

1 1500000406 AMC Renewal for 998719 30-Sep-2023 EA 1.00 71,900 71,900.00 0.00
NVR, CCTV,
RODENT System

Gross Value 71,900.00

Net Value 71,900.00

CGST 0.00

SGST 0.00

IGST 12,942.00

Total Value 84,842.00

Amount in words: INR Eighty-Four Thousand Eight Hundred Forty-Two

PO Status - Approved

Terms & Conditions:

Payment Terms: Net 30 Days

AMC Renewal for NVR, CCTV, RODENT System.

Order is acknowledged with all delivery terms and conditions

"THIS IS A COMPUTER-GENERATED DOCUMENT AND IT DOES NOT REQUIRE A SIGANTURE."

Registered Office: Grey Orange India Private Limited 1st Floor & 2nd Floor, NH-8, Sector-34, Orient Bestech Business Towers, Ground Floor Gurugram 06-HR 122004 India
 Purchase Order
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PO No. : 4800004673
PO Date : 16-Aug-2023
Warranties:
General Terms and Conditions of Purchasing and Ordering

Applies for all contractual relationships between companies, public law entities and public law entities with special funds (hereinafter referred to as “Supplier” ) and
affiliate companies of the Grey Orange India Private Limited (hereinafter referred to as “Purchaser”).

1. Applicable Terms

1.1 The legal relationship between the Supplier and the Purchaser shall be governed exclusively by the following Terms and Conditions of Purchasing and Ordering
(hereinafter referred to as "Terms")
1.2 Any terms to the contrary are hereby expressly excluded.
1.3 The unconditional acceptance of the goods or services (hereinafter consistently referred to as “goods/services”) or payment by the Purchaser shall in no case
constitute acceptance of the Terms and Conditions of the Supplier.
1.4 The Terms shall also apply for all future transactions of this kind with the Supplier.
1.5 This Purchase Order is subject to modification/cancellation at the discretion of the buyer.

2. Ordering

2.1 All contracts for delivery (purchase orders and confirmations) and release orders shall require the written form. Purchase and release orders may also be sent in text
form (fax, e-mail, EDI, Web EDI).
2.2 Any verbal agreements after conclusion of the contract or any collateral agreement required the written confirmation of the purchaser
2.3 Any cost estimates shall be binding and free of charge.
2.4 The purchaser may demand reasonable changes of the goods/services in terms of construction and design. The consequences of such changes, in particular with
regard to additional or lower costs and delivery dates, shall be mutually and reasonably regulated between the parties.
2.5 Should the Supplier fail to accept an individual order within two weeks of the order date, the Purchaser shall be entitled to cancel the order.
2.6 Should these Terms be integrated into a framework agreement, an individual contract that is based on this framework agreement also comes into existence if the
Supplier does not object immediately and justifiably; the date stated in the release order shall be met
2.7 THE PURCHASER'S “QUALITY MANAGEMENT DIRECTIVE FOR PROCUREMENT” SHALL BE AN INTEGRAL PART OF THE DELIVERY CONTRACT.

3. Prices, Payment & Tax Compliance

3.1 Without special agreement, all prices are “delivered duty paid" (DDP according to Incoterms 2010) including packaging. Should the Supplier undertake installation
or assembly, he shall, failing a written agreement to the contrary, bear all necessary additional costs.
3.2 Unless otherwise agreed, the Purchaser shall pay within 90 days of the claim for payment and after receipt of a due invoice as well as receipt of the goods/services.
Any payment os subject to Invoice verification.
3.3 Should early delivery of the goods and services (hereinafter referred to as “consignment”) be accepted, any claim for payment shall become due not earlier than on
the agreed date of payment, in case of doubt not earlier than the agreed delivery date. The right to assert compensation claims for additional costs, in particular with
regard to storage costs is reserved.
3.4 Tax payment will be made to the Supplier only when the invoice is uploaded on the GSTN Portal and details are matched with invoice.
3.5 Supplier shall issue and make available to Purchaser all requisite documents under GST and any other laws in the manner as prescribed under GST Act and other
applicable laws

3.5.1.Supplier shall be solely responsible for charging appropriate taxes leviable under GST laws and or other Indirect tax laws for the time being in force and timely
deposit of the collected taxes with the relevant authorities to the extent the Supplier is statutorily liable. Any interest, penalties or recoveries levied/demanded by the
authorities on Purchaser on account of any kind of default attributable to the supplier, such penalty or any interest thereby shall be solely borne and indemnified by the
supplier to Purchaser.
3.5.2.Supplier shall be responsible for any and all compliance as required under the prevailing provisions under GST Act and any applicable Rules notified thereby in
connection with the Supply of goods or rendering of services.
3.5.3.Supplier invoice or other document should contain at-least the following details:

a.Customer GSTIN
b.Supplier GSTIN
c.Type of Supplier (in GST)
d SAC Code for services
e.HSN code for supply of goods
f.Customer Purchase Order No.
g.Customer Purchase Order date
h.Customer address as per the Purchase Order

3.6 In case of applicability of reverse charge provisions on the supplies made to Purchaser as per GST law or other Indirect tax laws, the invoice raised by the Supplier
shall not include such tax, Purchaser shall deposit the taxes directly to the Government to the extent it is liable

Registered Office: Grey Orange India Private Limited 1st Floor & 2nd Floor, NH-8, Sector-34, Orient Bestech Business Towers, Ground Floor Gurugram 06-HR 122004 India
 Purchase Order
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PO No. : 4800004673
PO Date : 16-Aug-2023
4. Input Tax Credit

4.1 Supplier shall timely raise an invoice/debit note etc., by capturing all prescribed particulars to allow Purchaser to claim credit based on such document.
4.2 In an event of denial of credits to Purchaser arising on account of any non-payment of taxes and any non-compliance with the GST laws by the Supplier, Purchaser
shall withhold such amount from the subsequent payments to the Supplier till the input tax credit so denied is reinstated. In such cases, Purchaser is entitled to recover
interest at the prevailing rate as notified under GST Act and any applicable rules..
4.3 In the event of discrepancy between invoices or any other document reported by the Supplier in the statutory returns and electronic credit register of Purchaser,
Supplier shall have to rectify the discrepancy with in the time period as prescribed under GST ACT.

5. Delivery and Delivery Dates, Late Delivery, Penalty

5.1 Any agreed delivery dates and terms shall be binding. Decisive for on-time delivery shall be the date the goods are received at the delivery address (place of
performance) agreed with or designated by the Purchaser. Failing an agreement to the contrary, delivery shall be made “delivered duty paid" (DDP according to
Incoterms 2000). In all other respects the Supplier shall coordinate delivery with the carrier of the Purchaser.
5.2 Partial deliveries and early deliveries are not permitted unless expressly agreed to in writing by the Purchaser.
5.3 Acceptance of late deliveries without reservation shall not be deemed to be a waiver of any claims to which the Purchaser is entitled due to late delivery.
5.4 Should the agreed delivery dates not be met, the statutory provisions shall apply. Should the Supplier anticipate difficulties that may prevent him from delivering on
time or in the agreed quality, he shall notify the Purchaser thereof immediately, stating the reasons. In addition , incase of fault of the supplier the purchaser shall be
entitled to demand payment of a a liquidated damages amounting to 0.5% of the value of the late goods/services per started week of delay up to a maximum of 5% of the
entire value of the order. The liquidated damage shall be set off against any claims for damages due to late delivery. The liquidated damage may be asserted until the
agreed price has been paid in full.
5.5 The Supplier shall bear the performance risk until acceptance of the Purchaser or his agent at the location, to which the goods shall be delivered in accordance with
the contract.
5.6 The supplier shall warrant a thorough inspection of outgoing goods to ensure defect-free delivery. An inspection of incoming goods only takes place with respect to
outwardly visible defects and/or deviations in kind or quantity of the goods. The Purchaser will give notice of such defects immediately. Notice of any other defects will
be given as soon as those are determined in the ordinary course of business. Insofar the supplier waives objection of late notification.
5.7 The Purchaser shall have the unrestricted, irrevocable and within the Grey Orange Group freely transferable right to use any software included in the scope of
delivery, including any attendant documentation, in accordance with the intended use of the goods/services under the contract. He may also make a safety copy thereof
without any express agreement.
5.8 If required and on demand of the Purchaser, the parties will agree to the establishment of a consignment warehouse.

6. Secrecy

6.1 Any information made accessible by the Purchaser shall not be disclosed to third parties insofar as it is not demonstrably known to the public. The information
remains the exclusive property of the Purchaser and shall only be made available to those employees within the Supplier's company that are necessary in the performance
of the contract and who have been put under an obligation to secrecy themselves. With the exception of deliveries to the Purchaser, such information may not be
duplicated or used for commercial purposes without the prior written approval of the Purchaser. On request of the Purchaser, all information originating with the
Purchaser, no matter what kind or in what form, shall be immediately and completely returned to him or destroyed in connection with a written declaration to that effect.
6.2 The Purchaser reserves all rights in such information (including copyright and the right to intellectual property applications). Insofar as the Purchaser has acquired
such information from third parties, this reservation also applies for the benefit of such third parties.
6.3 The Supplier may neither use himself nor offer or deliver any products to third parties that have been manufactured on the basis of the Purchaser's documents,
drawings, models and the like or on the basis of confidential specifications of the Purchaser or by means of his tools or copies thereof. This shall correspondingly also
apply for printing orders.
6.4 The contracting parties may only use their business connection for advertising purposes with the prior written consent of the other party.

7. Inventions, Industrial Property Rights

7.1 The Supplier hereby grants the Purchaser a free, transferable right of use without restriction as to territory or time in any know-how and inventions of the Supplier
that are capable of being protected and on which the goods/services are based or in which these are embodied or which have come into being through development
processes during the contractual relationship. The Supplier shall organizationally ensure that he can meet his obligation to grant the right of use.
7.2 The supplier is aware that the products of the purchaser are being used word-wide. He undertakes to immediately notify the purchaser of any use of published and
unpublished, own and licensed industrial property rights and patent applications regarding the goods/services.

8. Packaging, Delivery Note, Invoice, Country of Origin of Goods

8.1 The goods shall be packaged according to the provisions of the packaging handbook of the Purchaser.
8.2 The Purchaser shall be provided with a delivery note and a separate invoice regarding each consignment. These must contain the Supplier number, date and number
of the order and/or release order and purchase agreement, quantity and material number, number and date of the delivery note, gross and net weights listed separately,
additional data of the Purchaser (e.g. point of discharge) as well as the agreed price per unit. A packing slip with a list of contents and order number must be enclosed
with each consignment.
8.3 Should the invoice refer to several different orders, the information under 7.2 shall be listed separately for each order. The invoice may only refer to the delivery note.
8.4 A Supplier, whose place of business is inside the INDIA, shall provide the Purchaser with evidence of the country of origin of the goods by means of a long-term
Supplier's declaration, a Supplier outside the INDIA by means of proof of preference or certificate of origin. The Purchaser shall be notified immediately of any change
in the country of origin without prior request. The Supplier shall indemnify the Purchaser from all costs arising as a result of false, incomplete or incorrect statements or
documents regarding the country of origin of the goods.

Registered Office: Grey Orange India Private Limited 1st Floor & 2nd Floor, NH-8, Sector-34, Orient Bestech Business Towers, Ground Floor Gurugram 06-HR 122004 India
 Purchase Order
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PO No. : 4800004673
PO Date : 16-Aug-2023
9. Force Majeure

Any force majeure, strikes or lockouts, disruption of operations through no fault of his own, riot; official governmental actions and other unavoidable events entitle the
Purchaser - irrespective of his other rights - to withdraw from the contract in full or part, provided these events result in a significant reduction of his needs and last for a
significant period of time.

10. Other Liabilities

10.1 Should the Purchaser be subjected to product liability claims, the Supplier shall indemnify him insofar and to the extent that the damage was caused by a defect of
his goods/services. However, in case of tortious liability this shall only apply if the Supplier is at fault. The Supplier shall bear the burden of proof, provided the cause of
the damage lies within the scope of his responsibility. In these cases THE SUPPLIER SHALL BEAR all costs and expenses, including the COSTS for bringing an
action.
10.2 THE SUPPLIER UNDERTAKES TO TAKE OUT AND PROVE THAT HE IS COVERED BY PUBLIC LIABILITY INSURANCE for damages under extended
product liability as well as for the costs of any recall action, such insurance to be taken out with a certified insurer within INDIA. The sum insured shall be no less than
an amount notified as per Government Of India each for personal injury, property damage and extended product liability and recall costs.
10.3 The Supplier shall be liable for measures taken by the Purchaser in defense against damages (e.g. recall action) insofar as he is obligated to do so under the law and/
or contract.

11. Third Party Industrial Property Rights

11.1 The Supplier warrants that no third-party industrial property rights are in conflict to the contractual use of the goods/services.
11.2 Insofar as the Supplier is at fault for the infringement of industrial property rights, he shall indemnify the Purchaser from all third-party claims made against him in
and out of court, including any costs incurred by the Purchaser for a necessary and appropriate legal defense resulting from an infringement of industrial property rights.
11.3 Furthermore, the contracting parties shall notify each other immediately of any infringement risks and alleged cases of infringement and shall afford each other the
opportunity to jointly counteract any corresponding claims.

12. Quality and Documentation

12.1 The Supplier shall meet state-of-the-art of science and technology standards, safety provisions and agreed technical specifications for his consignments.
For this purpose he shall establish an appropriate quality management and provide evidence thereof.

13. Assignment and Set-Off

13.1 The Supplier may not assign his claims against the Purchaser nor have these collected by third parties without prior written approval, which may not be refused
unreasonably.
13.2 The Purchaser may withhold or set off payments based on his counter claims.

14. Retention of Title

14.1 Any extended or wider retention of title on the part of the Supplier shall require an express separate agreement to be effective.
14.2 Any materials provided by the Purchaser shall remain his property and may only be used for the intended purpose. Any processing of materials and assembly of
parts is carried out on behalf of the Purchaser. The Purchaser shall have co-title in the products manufactured using his materials and parts in proportion of the value of
the materials provided by him to the value of the overall products, which the Supplier shall keep for him.

15. Quality and Documentation

15.1 The Supplier shall meet state-of-the-art of science and technology standards, safety provisions and agreed technical specifications for his consignments. For this
purpose he shall establish an appropriate quality management and provide evidence thereof.
15.2 The Supplier shall record in his quality documentation for all products, when, how and by whom a quality inspection ensuring defect-free production was carried
out. These records shall be kept for 15 years as of the last time the Purchaser placed the final product on the market and shall be provided to the Purchaser if required.
The Supplier shall be entitled to shorten the retention period if he can exclude any risk to life and health in the use of the products. Sub-supplier shall be obliged by the
Supplier to the same extent within the limits of law.
15.3 Furthermore reference is made to clause 2.7 with regard to quality and documentation.

16. Safety and Environmental Protection

16.1 All packages shall be easily separable and recyclable, avoid compound unit packs and be made of naturally renewable materials. The corresponding information
regarding product and material shall be made available.
16.2 Any persons carrying out work in performance of the contract on the premises of the Purchaser shall observe the applicable safety and environmental protection
regulations. Any liability for accidents that happen to these persons on the Purchaser's premises shall be excluded unless these have been caused by intentional
wrongdoing or gross negligence on the part of the legal representatives or vicarious agents of the Purchaser.
16.3 In all other respects reference is made to clause 2.7 with regard to safety and environmental protection.

Registered Office: Grey Orange India Private Limited 1st Floor & 2nd Floor, NH-8, Sector-34, Orient Bestech Business Towers, Ground Floor Gurugram 06-HR 122004 India
 Purchase Order
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PO No. : 4800004673
PO Date : 16-Aug-2023
17. Replacement Parts and Availability

Failing an agreement to the contrary, the Supplier shall be obligated to deliver replacement parts at appropriate conditions for the period of ordinary technical use, no
less, however, than for 15 years after delivery of the last goods/services.

18. Final Provisions

18.1 Place of jurisdiction for all disputes arising directly or indirectly from contractual relationships that are based on these Terms shall be GURGAON insofar as legally
permissible, otherwise the place of business of the Purchaser. FURTHERMORE, IT SHALL BE AT THE PURCHASER'S DISCRETION TO BRING ACTION
BEFORE A COURT AT HIS PLACE OF BUSINESS, THAT OF HIS BRANCH OFFICE OR AT THE PLACE OF PERFORMANCE.
18.2 The contractual relationship shall be governed exclusively by the applicable law at the place of business of the Purchaser to the exclusion of the principles of conflict
of laws and the UN Convention on Contracts for the International Sale of Goods (CISG).
18.3 Should one of the contractual partners discontinue payment or should his assets be subjected to insolvency proceedings or composition proceedings be instituted in
or out of court, the other party shall be entitled to withdraw from that part of the contract that has not been fulfilled.
18.4 Should any provision of these Terms and of the other concluded agreements be or become invalid, this shall not affect the validity of all other provisions of these
Terms. The contracting parties undertake to replace such invalid provision with a valid provision that as closely as possible reflects the economic purpose of the invalid
provision.

19. Liability for Defects and Warranty

19.1 Unless agreed otherwise below, the statutory provisions regarding defects of quality and title shall apply.
19.2 The Purchaser may choose the manner of subsequent performance.
19.3 Should the Supplier fail to start immediately with the repair of the defect within a period to be determined by the Purchaser, the Purchaser shall be entitled at the
Supplier´s expense to carry out the repair himself or have it carried out by a third party. Should the Purchaser, due to special urgency and in particular in defence against
impending risks and/or substantial damage, be unable to notify the Supplier of the defect and the impending damage and to set a time limit, he shall be entitled to remedy
measures without setting a time limit.
19.4 For parts repaired or replaced or replaced within the warranty period, the warranty period shall start a new upon completed subsequent performance. However, this
shall only apply if the volume, duration and costs of the repairs or subsequent deliveries are not merely insignificant.
19.5 The Supplier shall bear the costs incurred by the Purchaser due to defective delivery of the goods/services, in particular costs for handling, transport travelling,
labour, material, installation and modification, costs for an incoming goods inspection that exceeds the ordinary scope as well as costs the Purchaser has to bear for his
customers due to statutory obligations.
19.6 In case of culpable defect of title, in particular in case of infringement of third party industrial property rights, the Supplier shall indemnify the Purchaser and his
customers from all claims by third parties and shall compensate all costs the Purchaser incurs due to a necessary and appropriate legal defence in connection with the
infringement of third party rights. In respect of defects of title a period of limitation of 7 years applies.

20. Payment Terms (Invoice Submission)

The Company shall make payment of the invoice raised by the vendor on agreed payment terms after invoice submission to the mail id invoice
[email protected] with the subject line of the PO number. No other mode of invoice submission will be entertained.

Note: If we do not receive duly signed order acknowledgement within 3 days from the date of issuance of PO, the PO will be considered as accepted by the supplier with
all terms and conditions.

Registered Office: Grey Orange India Private Limited 1st Floor & 2nd Floor, NH-8, Sector-34, Orient Bestech Business Towers, Ground Floor Gurugram 06-HR 122004 India