CONDITIONS OF PURCHASE(INDIGENOUS)

Transcription

1 CONDITIONS OF PURCHASE(INDIGENOUS) 1. ACKNOWLEDGEMENT: Acknowledgment of acceptance of the Purchase Order must be sent to GENUS within 3 days from the date of receipt of the Order along with the delivery schedule. If no objection is received within the above said period then it shall be deemed that the Order has been accepted by the supplier in full along with the terms and conditions mentioned in the Purchase Order. 2. CORRESPONDENCE: All correspondence with regard to this Purchase order which are to be addressed to GENUS shall have purchase order number as reference. 3. Duration of Agreement: The agreement/ purchase order shall be valid until the end of defect liability period of supplied goods. The defect liability period shall be provided in the special Terms & conditions. However if no period is prescribed in the special terms and conditions, then the defect liability period mentioned herein after shall be applicable. 3.1 Delivery validity:( Applicable only for Metering, Inverter, Solar& Battery Div.) Delivery against Purchase order is valid till 60 days from last delivery date. However the same is subject to an express approval from GENUS to be obtained by the supplier for availing the extension period. 4. COMPLETE AGREEMENT: 4.1TheTerms and conditions of the Purchase Order constitute the entire Agreement between the parties hereto. Changes will be binding only if the amendments are made in writing and signed by an authorized representative of the Purchaser and the Seller. 4.2 Seller s standard Sales Conditions, if any, shall not be applicable to the offer and only the Purchaser s PO Terms& Conditions shall apply with the exception of deviations specifically agreed between the Seller and the Purchaser. 4.3 Supplier to ensure that the Invoice clearly mentions the Genus Part number for each line item invoiced. Description of each item including its MPN(Manufacturer Part Number) and UnitPricemustalsomatchwiththeonementioned onthepurchaseorderreferred onthe invoice and packing list.

2 4.4 Supplier to ensure that none of the invoices should carry material from multiple purchase orders pending for shipment even if these Purchase Orders carry the same item which is being invoiced. 4.5 Supplier (in case where the supplier himself is not the original manufacturer) must ensure that the material is purchased from the Original Manufacturer, Supplied in original packing and carries latest date code. In no case the supplier should send any material having date code older thanoneyear.incasesupplierwishestodispatchmaterialwithadatecodeolderthanoneyear, then a written approval from Genus is required. Dispatch authorization should be obtained before dispatch else Genus reserves the right to reject any such material and debit the amount to suppliers account. Further, any such approval does not absolve the supplier of its responsibility for ensuring the quality of the part being supplied including its functionality. Collection of any such part rejected by Genus shallbethesoleresponsibilityofsupplieratitsowncost.ifanysuchpartisnotcollectedby supplier within one month of intimation; Genus reserves the right to dispose of the material on its own without any further intimation to the supplier and any cost associated to this activity shall be debited to the supplier account. 5. SUB-LETTING OF THE CONTRACT: Nopartofthecontractnoranyshareorinteresttherein shall,inanymannerordegree,be transferred, assigned or sub-let by the Seller directly or indirectly to any person, firm or corporation whatsoever without the consent of GENUS in writing. 6. PRICE(S): The Price mentioned in the Purchase Order will remain firm and fixed till complete execution of the Order unless otherwise specified elsewhere in the Order. However statutory variations, if any in taxes, duties and levies during contractual delivery period only, may be considered against documentary evidence, but with written approval from Genus authorized person. Any packing and forwarding charges, Excise Duty, Sales Tax, Entry Tax and or any other taxes,dutiesorleviesthathavenotbeenspecifiedintheordershallnotbepaidtosupplier 7. VARIATION/AMENDMENT OF ORDERS: No variation of this order is permitted unless authorized in writing by GENUS. 8. CENVAT BENEFIT: In case of Excisable goods, for availing CENVAT Credit Transporter's copy of Invoice as prescribed in the Central Excise Rules, must be handed over to the carrier along with

3 Other relevant dispatch documents. The original copy of the Excise Duty Invoice should be sent along with the payment documents. However, any modification in the prescribed rule by Excise Authorities from time to Time will be applicable. 9. DELIVERY AND PRICE REDUCTION SCHEDULE/LIQUIDATED DAMAGES: Delivery period is the essence of the contract and the materials should be dispatched within this time, failing which, GENUS without prejudice to its rights under the contract shall have the option either to reduce the 1% of order value per week or part thereof subject to amaximum of 10%of theundelivered portion/ theorder value (ifthe item(s) cannot be used unless full supply is made). In case Genus decides to cancel the Order on account of delay in supply and fulfill the requirement by purchasing material fromalternativesource;thenthesameshallbedoneattheriskandcostofthesupplierand the applicable liquidated damages will also be recovered from the supplier. Genus has full rights to reschedule delivery schedule, for these type of cases no penalty will be applicable within revised delivery schedule. 10. ALTERNATIVE ARRANGEMENTS: IftheSellerfailstofulfillthetermsandconditionsoftheorder,GENUSshallhavetheright to procure the materials from any other party for execution/completion of the contract and recover from Seller all charges/expenses/losses/damages suffered by GENUS, at the risk andcostoftheselleraftergiving15daysnoticetotheseller.thiswillbewithoutprejudice to the rights of GENUS for any other action including termination. 11. TERMINATION: GENUS shall have the right to terminate the contract by giving 30 days notice without assigning any reasons thereof. However, GENUS will have right to terminate the contract withimmediateeffectbygivingwrittennoticetothesellerintheeventof: 12. QUALITY: a) Breach of any material obligation under this Agreement and the supplier failstoremedysuchbreachwithin15(fifteen)daysofwrittennoticetodoso. b) Comes into insolvency, bankruptcy or liquidation. c) Is amalgamated with or controlled by another party. d) In the event of any direction or restriction imposed by the Govt. of India which may affect the Contract. All goods or work supplied must conform to specifications quoted on the order and/or be strictly in accordance with approved samples or drawings, where there is no specification,

4 Sampleordrawing,goodsandworkaretobeofbestoftheirkindandguaranteeshouldbe given. The moreover domestic goods should comply relevant Indian Standards(BIS). 13. INSPECTION& DEFECTS: 13.1 All goods and work are subject to our inspection and where stipulated our client s inspection, either at your works or after delivery as may be agreed. The decision of our Chief Inspector or any officer nominated/authorized by him is final. Any defects occurring inthegoodssupplied orworkcarried outbyyouorarisingfromyouractoromission are to be made good by repair or replacement at your option and free of charge to us immediately Line rejection if any shall be to your account. We follow sampling plan I S 2500 Part I 1992; inspection level II and AQL = 1.5 at incoming inspection for electronic components and Mechanical Items, hence, floor rejection, if any will be to your account. 14. REMOVAL OF REJECTED GOODS: The suppliers are expected to lift their rejected goods within 30 days of intimation at its own cost and consequences.. Post this; Genus will not be responsible for keeping the material in safe custody. However, at Genus option Rejected goods shall be dispatched to the supplier on freight to pay basis. 15. TEST CERTIFICATES: All certificates called for in the specification or order must be sent by Courier/ registered post. GENUS may test any goods supplied and its decision is final irrespective of supplier s certificates. 16. WARRANTY/GUARANTEE: 16.1 All goods or materials shall be supplied strictly in accordance with the specifications, drawings, data sheets, other attachments and conditions stated on the order. No deviation from such specifications or alternations of these conditions shall be made without Purchaser s agreement in writing which must be obtained before any work against the order is commenced. All materials furnished by the Seller pursuant to this order (irrespective of whether engineering, design data or other information has been furnished reviewed or approved by Purchaser) are guaranteed to be of the best quality of their respective kinds (unless otherwise specifically authorized in writing by Purchaser) and shall be free from faulty design, bad workmanship and defective materials The materials shall confirm to the specifications agreed upon in writing or the approved Drawing as provided by Genus for satisfactory performance under normal conditions and carry a warranty against any faulty design, wrong specification, defective materials or bad workmanship for a period mentioned in PO terms.

5 16.3IncaseoflatentdefectthewarrantyshallbeaspertheSpecialPOterms&Conditions. 16.4The goods supplied shall be subject to replacement in case any defect is pointed out by genus, irrespective of the nature of the defect within the Defect liability Period/Guarantee periodasmaybeapplicable.thesuppliershallnotbeentitledtoraiseorpleadanyexcuse or raise any objection to such replacement, even if any dispute subsists between the parties. The supplier shall also be liable to bear the replacement costs as may be incurred. 16.5if any kind of objection/defect/ or any issue of whatsoever nature is pointed out or raisedbygenusinthesuppliedgoods/itemsorevenatthetimeofinspection,ifany,then the supplier shall immediately be liable to replace the good/item within 30 days of the same being informed to the Supplier, failing which Genus shall be entitled to cancel the work order and withhold the outstanding payments,if any. If no payment is outstanding or no valid PBG is available. then the Supplier undertakes to deposit the Value of the defective item along with additional costs if any, is incurred by Genus in procuring the said item from any other supplier at its discretion. 16.6In case Genus is made to replace the defective supplied material then Genus shall be entitled to recover the cost of the same including the replacement cost, from the supplier to which supplier shall have no objection whatsoever. 16.7Till the end of defect liability period, all the payment made under this agreement/ purchase order shall be treated as on account payment 17. PACKING & MARKING: Each box, Package, bundle or reel must be plainly marked with the Purchase order number& GENUS part code. The supplier should securely protect and pack the goods against loss, damage or corrosion in transit. Packing shall allow for easy removal and checking on site and comply with carrier s conditions of packing or established trade practices. Cases and packing material shall be supplied free of charge unless otherwise agreed where requested, empties will be returned at Supplier s expense butnoliabilitywillbeacceptedbyusinrespectthereof. Supplier still remains responsible for defective, wrong or short supply and defective packing. 18. CONSIGNMENT: All goods shall be consigned to Stores officer, GENUS unless otherwise stated in Purchase order. All consignments shall be booked to consignee as specified in the Purchase Order. Any expenditure or demurrage incurred in respect of wrong consignment of goods will be recovered from the consignor. 19. DESPATCH OF DOCUMENTS: 19.1 Copy of the dispatch documents quoting the order numbers shall accompany each consignment. A duplicate dispatch documents along with Railway or Lorry receipt must be sent to the consignee by Courier Registered Post AD sufficiently in advance of the arrival of

6 the goods in stores at destination. Any demurrage paid due to late or non-receipt of dispatch documents will be recovered from the consignor Charges for freight, where admissible should be substantiated by original vouchers attached to the invoices. 20. MODE OF DESPATCH: Dispatchshallbemadeonlythroughtheagencies asmaybeapproved bygenus..incase anyothermodeisadoptedbysupplier fordispatch,expensesincurredbygenusifanyin collecting the consignment, such as demurrage, excess freight etc. will be to supplier s account. 21. DESPATCH INTIMATION: 21.1 Delivery Challan and negotiable copies of LR/RR along with one copy of the invoice shall be sent to the Consignee specified in the Purchase Order so as to reach him immediately. In addition to above, the supplier shall send the dispatch particulars such as LR/RR No. Bill No. and value through FAX/ . Unless the above are complied with, the suppliershallberesponsibleforpilferage,wharfage,demurrageandallrisksincluding tax authorities penalties,etc. in transit Unless agreed by Genus, Freight charges claimed should be supported by original money receipts from transporter. 22.3P.O. item Reference, material code etc. should be quoted along with material description to facilitate linking of invoice with PO. 23. Payment Terms: 23.1 Payment shall be made as per mutually agreed payment terms mentioned in PO terms,subject totheterms and conditions contained in thepo.alleffortswill bemadeto makepaymentontime.however,incaseofdelay,theinterestwillnotbepayable The Supplier shall be bound to furnish the proof of deposit of VAT,ED,Sales Tax, Entry Taxetc.,AsandwhenrequiredbyGENUS. 24. Document Submission: One set of dispatch document to designated Materials executive and one set to the consignee specified in the purchase order. 25. Payment through Bank: One set to the designated Materials/ finance executive, two sets to negotiating Bank

7 with advice to send one set to the designated finance executive along with Bank intimation. The supplierwillalsosendoneseteachtotheauthorityplacingthepurchaseorderandonesetto the designated consignee in Central Stores. 26. BANK CHARGES: Unless otherwise specified, all the Bank charges at the supplier s end will be to the seller's account. 27. WAY BILL FORM/Road Permits: 27.1 Supplier to ensure that the respective way bill required for sending the material in different states is obtained from Genus authorized person, to be filled in and handed-over to the transporter to accompany other dispatch documents like invoice& packing list by the supplier. Any liability arising out of improper filling/overwriting of requisite way bill shall be sole responsibility of the respective supplier. However, if supplier is based in Rajasthan/Uttrakhand/Any other States then for bringing goods from out of state for Genus, it is their responsibility to arrange necessary road permit In case of loss of way bill issued either by the representative of supplier or its transporter; the supplier shall file the FIR mentioning the details of the way bill and provide the original to Genus for submitting to the Sales tax authority of the respective state where fromitwasissued.anyliabilityarisingduetosupplier sfailuretocomplywiththisshallbe sole responsibility of the respective supplier. 28. INSURANCE 28.1Whenever specified in the PO, the supplier will insure at his cost, the goods for all transitriskincluding60daysstorageriskfromthedateofdeliveryofthegoodsatthefinal destination In all other cases, Supplier must furnish particulars of dispatch for each consignment by Courier / Registered Post to the Manager (Finance), GENUS immediately after the dispatch to the stores. Failure to do so makes the supplier responsible for making good any loss which might have been recovered from insurers In all circumstances seller shall continue to be responsible till safe delivery of goods at buyer s premises. 29. PENALTY: (a)failure tosupplybythetimespecified ontheorderwillmakethesupplierliable toan unconditional penalty of 1/2% of the price of the goods in arrears per week at the discretion of the purchaser, subject to a maximum of 10%. (b)the purchaser at his discretion may also make purchase of the materials of the materials not supplied in time at the risk and cost of the supplier; in this event it will be

8 obligatoryonthepartofthesupplierwhofailstosupplythegoodsintimetomakegoodto GENUSanylossduetosuchriskpurchase. 30. SALES TAX: GENUS is registered as Manufacturer of Electronics & Telecommunication equipments. In caseofst l7sales,taxchargesshallnotbeinexcessof2% C LFormor ST 17 Form willbeissuedwherenecessaryattheendofthefinancialyearonfurnishingalistofbillsto Manager(Finance), GENUS. Incasesupplierdoesnotsubmit\issueE-1frominfavorofM/sGPILimmediatelyafterreceipt ofcopyofform'c'.supplier shallbeliableforbearingthe 100% of tax amount. Issuance of forms is a statutory obligation therefore same cannot be withheld even if there is any pending dispute between the supplier and Genus. 31&32 OCTROI/ENTRY TAX: TheunitpricesshouldbeexclusiveofOctroiandentrytax.Theoriginalproofofdepositof Entry tax/octroi shall have to be submitted to GENUS. 33. DRAWINGS, PATTERNS AND TOOLS: All drawings and also all patterns and Moulds, tools supplied by GENUS or made at GENUS expensearegenuspropertyandshouldbeusedonlyintheexecutionofgenusorder. 34. SPECIFICATION: The technical specification, Drawing and GTP should be read in conjunction with each other and the equipment shall be manufactured to meet compliance of requirement of both. The material supplied should be new and should meet all requirements as specified in relevant ISS/IEC standards. The material should confirm to latest manufacturing practices and industry norms. 35. INDEMNITY: (a) You are to indemnify us against any claim of infringement of letter patent or registered designbyusorsaleofanyarticleormaterialsuppliedtousbyyouandagainstallcostand damageswhichwemayincurinanyactionforsuchinfringement orforwhichwebecome liable in any such action. (b)you are to indemnify us against all claims for injury or damage caused by your negligence or the negligence of your employees, or arising from any defect in thegoods suppliedorontheworkcarriedoutbyyou. (c)you are to indemnify us against all claims for injury or damage caused by your negligence or the negligence of your employees, or arising from any defect in the goods suppliedorontheworkcarriedoutbyyou.

9 (d)youaretoindemnify usagainstallclaimsforinjurytoyouremployeesoryouragent s employees whilst on GENUS. 36. SUBCONTRACT: This order or any part thereof must not be sub contracted by you without GENUS written approval. 37. CONFIDENTIALITY: 37.1"Confidential information" shall mean information, data and know-how, whether technical or not, which is disclosed to the other party, and which is related to the research, development or business activities or the proprietor, which is either marked or stated to be confidential or is by its name reasonably and intended to be confidential Each Party hereby undertakes to maintain the documentation and other information (hereinafter referred to as "Confidential Information"), received from the other (the "Disclosing Party") in confidence and to use it only in accordance for the purpose of fulfilling the desired intent of this Purchase Order The receiving Party undertakes to ensure that dissemination of Confidential Information within its own organization is on a strict"need to know basis" The provision of confidentiality shall remain in force for a period of three years after the fulfillment of this purchase order, but shall not be deemed to apply to information which: 37.5 Isinpossessionofpublicdomainorpassesintothepublicdomainotherthanby breach of this contract, or 37.6 Is known to the receiving Party prior to the disclosure by the disclosing Party as Proven by its records, or 37.7 Is independently developed by the receiving Party without use of disclosing Party's Confidential Information as proven by its written records, or 37.8 Is disclosed to the receiving Party without restrictions by a third party having fullright to disclose the same. (a) Unless otherwise expressly agreed in a contemporaneous or subsequent writing to the contrary or otherwise expressly set forth in this Purchase Order all specifications, information, data, drawings, software and other items supplied to BuyerbySellershallbedisclosedtoBuyeronanon-proprietary basisandmaybe used and/or disclosed by Buyer without restriction. (b) Unless otherwise expressly agreed in a contemporaneous or subsequent writing to the contrary or otherwise expressly set forth in this Purchase Order all

10 specifications, information, data, drawings, software and other items which are (i) supplied to Seller by Buyer or (ii) obtained or developed by Seller in the performance of this Purchase Order or paid for by Buyer shall be proprietary to Buyer, shall be used only for purposes of providing goods or services to Buyer pursuant to this Purchase Order, and shall not be disclosed to any third party without Buyer s express written consent. All such items supplied by Buyer or obtainedbysellerinperformanceofthispurchaseorderorpaidforbybuyershall be promptly provided to Buyer on request or upon completion of this Purchase Order. Unless otherwise expressly agreed in a contemporaneous or subsequent writing to the contrary or otherwise expressly set forth in this Purchase Order and subject to Section 31 below, any invention or intellectual property first made or conceived by Seller in the performance of this Purchase Order or which is derived fromorbased ontheuseofinformation supplied bybuyer shallbeconsidered to be the property of Buyer; and Seller shall execute such documents necessary to perfect Buyer s title thereto. Unless otherwise expressly agreed in a contemporaneous or subsequent writing to the contrary or otherwise expressly set forth in this Purchase order. 38. STATUS OF BOTH PARTIES: This Purchase order does not in any way create a joint venture, agent, partnership, distributorship, representative or a principal-agent, employer- employee relationship between the Parties. The Parties further acknowledge that each of them is an independent entity and are fully responsible for its own acts and defaults under this Purchase order. In all correspondence and other dealings, each respective Party shall clearly indicate that it is actingasanindependentpartandshallnot,atalltimes,holditselfoutasbeingpartof,an agent or partner of the other Party unless agreed otherwise separately in writing by both Parties 39. Frustration of Contract: 39.1 In the event of frustration of the contract because of supervening impossibility in terms of section 56 of the Indian contract s Act; parties shall be absolved of their responsibility to perform the balance portion of the contract Intheeventofcancellationofcontractbyendcustomerwithorwithoutreasongenus shall have right to cancel purchase orders of supplier without assigning any reasons In case of frustration of contract genus will not be liable for paying any compensation/ damages etc. to the supplier. 40. Grafts and commissions Etc: Anygraft commission, gift oradvantage given, promised or offeredby oron behalf ofthe supplier or his partner, agent, officer, director or employees or any one on his behalf; shall in addition to criminal liability which it may incur, also subject the supplier to the

11 cancellation ofthisand allother purchaseordersand makehimliablefor payment ofany loss or damage to Genus resulting from any such cancellation. 41. GOVERNING LANGUAGE: 41.1 English is the language in which this Purchase order is written and shall be the language to be used in all documents and correspondence related to the execution and performance of this Purchase order. In case of any discrepancy between the English version and any translation thereof, the English text shall govern Governing Law: This Agreement is governed by and construed according to the laws applicable in India Arbitration: Refer to Arbitration: The Parties will strive to resolve any disputes arising hereunder amicably, within 30 days, failing which, All and any dispute or difference or controversy or claim arising, between the Parties, under, out of, or in connection with the present purchase order and any subsequent amendments of this order, including, without limitation, its formation, Validity, interpretation, performance or breach, termination, avoidance of this order or any parts thereof, or its relevant documents, shall be referred to and finally settled by arbitration as envisaged here-in-below: 43.1 Language: Arbitration shall be conducted in English language The arbitration award shall be final and binding on the parties Contract Performance: During the period in which the dispute is being resolved, the parties shall continue to perform all of the provisions of the Contract which are not under disputeandwhichareabletobeperformedbytheparties.

12 43.4 The Arbitral Tribunal shall consist of a sole arbitrator, who shall be appointed with the reasonable consent of the Parties hereto Arbitration Law& Rules: The Arbitration shall be in accordance with the Arbitration rules of procedure of the Indian Arbitration and Conciliation Act, 1996, which was enacted as per UNCITRAL(United Nations Commission on International Trade Law) Model law on International Commercial Arbitration of 1985 and Conciliation Rules of 1980, which the Parties declare to know and accept. 44. JURISDICTION: 44.1All questions, disputes or difference arising under, out of or in connection with contract, shall be subject to the exclusive jurisdiction of the Jaipur court The Arbitration will be held at Jaipur(Raj.). 45. Audit: 45.1 Supplier will maintain detailed records reflecting Supplier s compliance with this Purchase Order for at least 10 years from the date of last delivery. Supplier will provide, and will cause each of its sub-tier suppliers to provide, access for Genus s personnel, auditors, all regulatory authorities and Genus s customers to have access at all reasonable times to facilities, books and other pertinent records and any other information as requested by Genus or Genus s auditors. Supplier will require each of its sub-tier suppliers to do likewise with respect to their records and materials If any invoice submitted by Supplier is found to be in error, an appropriate adjustment will be made to the invoice or the next succeeding invoice following the discovery of the error and the resulting payment/credit will be issued promptly. Supplier will, and will cause its sub-tier suppliers to, promptly correct any other supplier deficiencies discovered as a result of the audit. 46. Waiver: The failure or delay of either party of enforce at any time any of the provisions of this Purchase Order will not be construed to be a continuing waiver of those provisions, nor will any such failure or delay prejudice the right of the party to take any action in the future to enforce any provision. 47. Remedies: 47.1 Except as otherwise provided herein, the rights and remedies of both Parties hereundershallbeinadditiontotheirrightsandremediesatlaworinequity.failureof

13 either Party toenforce any of its rights shall not constitute a waiver of such rights or of any other rights and shall not be construed as a waiver or relinquishment of any such provisions, rights or remedies; rather, the same shall remain in full force and effect Buyer shall be entitled at all times to set off any amount owing at any time from Selleroranyofitsaffiliatedcompanies tobuyer,againstanyamountpayableatanytime bybuyeroranyofitsaffiliatedcompaniestoseller. 48.TransferofTitleasperthePurchaseOrder: 48.1 Transfer of title in respect of equipment and materials supplied by the contractor to the employer pursuant to the terms of the contract shall pass on to the employer with negotiation of dispatch documents if mentioned in the Purchase order This transfer of title shall not be construed to mean the acceptance and the consequent Taking Over of equipment and materials. The contractor shall continue to be responsible for the quality and performance of such equipment and materials and for their compliance with the specifications until Taking Over and the fulfillment of guarantee provisions of this contract This Transfer of Title shall not relieve the contractor from the responsibility for all risks of loss or damage to the equipment and materials as specified under the clause entitled Insurance of this Section. 49. Severability: IfanyprovisionofthisPurchaseOrder(orportionthereof)isheldtobeillegal,invalid,or unenforceable by a court of competent jurisdiction, the parties agree that the court will construe the provision in a manner that renders the provision valid and enforceable to the fullest extent possible under the law of the applicable jurisdiction and that the remaining provisions will remain in full force and effect. 50. Survival: All provisions of this Purchase Order which by their nature should apply beyond its term will remain in force after any termination or expiration of this Purchase Order including, but not limited to, those addressing the following subjects: Import/Customs Compliance, Drawback, Offset, Tooling, Equipment and Technical Data, Price, Price : Most Favored Customer and Meet or Release, Invoicing and Payment, Set Off, Warranty, Cessation of Production, General Indemnification, Intellectual Property Indemnification, Insurance, Lien Waivers; Confidentiality/Data Privacy and Intellectual Property, Audit, Relationship Between the Parties/Independent Contractor, Applicable Law and forum, Publicity, Waiver, and Survival.

14 51. NO WAIVER: Neither the inspection nor the payment by the GENUS or by its representatives shall be deemed to operate as a waiver of any provision of this agreement/ purchase order. 52. Any notice, request, demand or other communication required shall be in writing and sent via any acknowledged receipt postage type to the part at the address of supplier/ buyer(genus)orsuchotheraddressasapartymaydesignateinwriting. 53 GST Clause: 53.1 Supplier must meet all the statutory requirements required under GST regime. In caseofanyincorrect/incomplete/delayincompliancethatresultstolossordelayin input credit to Genus, the supplier shall be immediately liable to compensate all the direct / indirect amount including All applicable taxes, Duties, interest, penalty and associated litigation cost to Genus. 53.2GenusisliabletopayGSTamounttovendorafterinvoiceisuploadedbyvendorinits GSTR-1andcreditofGSTisavailable(reflectedinGSTR-2A)toGenus Supplier shall check and reconfirm HS Number of each line item, specified in Genus Purchase Order and reflect the same in the invoice raised. In Case of any discrepancy / Clarification required, the same shall be communicated to Genus & the clarification shall be taken. Supplier shall also mention his allocated GST No. in each invoice correctly. Suppliershallliableforanylossduetomismatchinsuchentries