Supply Contract

SUPPLY AGREEMENT

This Supply Agreement hereinafter referred to as "Agreement", is entered into and made effective on ________ ("Commencement Date") by and between the following parties:

________, son of ________, resident of ________ (hereinafter referred to as the "Supplier" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its legal heirs, administrators and permitted assigns) of the ONE PART

AND

________, son of ________, resident of ________ (hereinafter referred to as the "Purchaser" which expression shall unless excluded by or repugnant to the subject or context be deemed to include its legal heirs, administrators and permitted assigns) of the OTHER PART

Supplier and Purchaser may be referred to individually as "Party" and collectively as the "Parties."

WHEREAS:

A) Supplier is in the following business:

________.

B) Purchaser is engaged in the following business:

________.

C) Purchaser is desirous of buying Products (as defined herein) from Supplier for the following purpose:

________

(hereinafter "Purpose").

D) Supplier is agreeable to sell the Products to Purchaser for the Purpose.

NOW, THEREFORE the Parties agree as follows:

Article 1) SCOPE

(a) The object of this Agreement is to set out the provisions under which Supplier will deliver to Purchaser the Products as described below:

________ (the "Specifications")

and the Purchaser will purchase such Products from Supplier. The purchases of all Products by Purchaser from Supplier shall be exclusively subject to the provisions of this Agreement and its Annexes unless this Agreement explicitly provides otherwise.

(b) Both Parties acknowledge that this Agreement including its Annexes forms the basis of the contractual relationship between the Parties and waive application of their respective standard terms and conditions that usually apply to such transactions. The Parties explicitly agree that the provisions of such standard terms and conditions of a Party shall not bind either Party, even if they are printed on or attached to orders (if any), confirmations of orders (if any), shipping documents, invoices, or other business documents. All Annexes hereto are explicitly part of this Agreement.

Article 2) SUPPLY OF PRODUCTS

(a) Supplier shall deliver, and Purchaser shall accept, the Products in instalments (hereinafter referred to as the "Delivery Installments") in accordance with the delivery schedule ("Delivery Schedule") specified below:

________

(b) Supplier shall deliver the Products, either directly or through any of its affiliated companies, to Purchaser, in the number and quality as set out in the Specifications and according to the prices and conditions set out in this Agreement.

(c) The delivery term for each Delivery Installment shall be made as follows:

________.

Supplier shall ensure that each Delivery Installment is ready for delivery as per the stipulated delivery deadlines.

(d) Purchaser shall have a right to inspect the Products at the factory of the Supplier prior to delivery of the Products.

(e) Supplier shall be liable for any delay of a Delivery Installment beyond the delivery date as outlined in the delivery schedule provided above (hereinafter referred to as the "Delivery Date") and the grace period as follows: ________.

(f) In the event of delay in delivery of any Delivery Installment, Supplier shall be liable to pay liquidated damages to Purchaser as per the following:

________.

Supplier acknowledges that the rate of liquidated damages set out above is a genuine pre-estimate based on the loss likely to be suffered by Purchaser in the event of any delay in delivery and are not excessive.

(g) Delivery Dates are subject to Force Majeure in accordance with the provisions set forth hereinbelow.

Article 3) PAYMENT TERMS

(a) The net purchase price for each Product is as under: Rs. ________ (________) and includes local taxes ("Product Price"). The total net purchase price for purchase of all the Products is Rs. ________ (________)("Total Net Purchase Price").

(b) Payments by Purchaser to Supplier shall be made as follows:

________

(c) Subject to the performance by Supplier of its obligations hereunder, in no event shall Purchaser be entitled to withhold any payment or any portion thereof unless agreed with Supplier beforehand in writing. However Purchaser shall be entitled to withhold any liquidated damages payable from any payments that may be due to Supplier, without Supplier's consent.

(d) Supplier shall bear the shipment and delivery costs.

Article 4) ASSISTANCE BY SUPPLIER

In case, Purchaser requests any technical assistance from Supplier related to a Product, Supplier shall provide Purchaser technical assistance related to the Product subject to the following conditions:

(a) any technical or commercial assistance or advice given by Supplier or any affiliated company of Supplier to Purchaser in oral, written or electronic form is given in good faith but without any warranty or liability.

(b) Application, installation, use and processing of the Products are beyond the Supplier's control and are Purchaser's exclusive responsibility.

Article 5) QUALITY AND INSPECTION

(a) Purchaser shall examine and inspect all Products to check whether the Products comply with the requirements specified in the Specifications upon delivery and shall notify Supplier in writing of any deviation from the Specifications (the "Defects"). Supplier shall be notified of visible Defects immediately after delivery of the Products and in case of hidden Defects immediately after they have become detectable.

(b) It is further agreed, that the following shall not give rise to any claims based on Defects: loss or damage that arises after delivery, as a result of incorrect or careless treatment, overuse, unsuitable operating resources, defective building work at Purchaser's locations, unsuitable building foundations or special external influences that are not requirements under this Agreement. In addition, if Purchaser or a third party improperly (in a non-workmanlike manner) carries out maintenance work or modifications, then no claims based on Defects may be made in respect of such work or modifications or the resulting consequences. It is clarified however that no inspections, tests, approval or acceptance of the Products by Purchaser shall relieve Supplier from its responsibility to correct Defects or other breaches under this Agreement.

Article 6) WARRANTIES

(a) Supplier represents and warrants that it is authorized to manufacture the Products and pass clear title to the Products to Purchaser.

(b) Supplier warrants (the "Warranty") that the Products shall:

(I) meet the Specifications;

(II) be manufactured in accordance with the highest industry practices and shall be free from manufacturing or workmanship defects;

(III) be suitable for the following purpose:

________

both at the time of delivery and for a period of ________ thereafter ("Warranty Period") under normal use and service and in accordance with Supplier's user instructions.

(c) The Product Information Sheet is attached hereto as Annex 1. While the content of the Product Information Sheet may be changed by Supplier at any time, the Product Information Sheet as it stands at the time of delivery of a Product to Purchaser shall continue to apply to that Product till the expiry of the Warranty Period.

(d) Other than as specified in this Agreement, Supplier excludes and disclaims all other warranties with regard to the Products sold pursuant to this Agreement, express or implied, including warranties of merchantability and fitness for purpose. Furthermore, Supplier's warranty does not extend to Products that, after delivery to Purchaser, have been: (a) processed, modified or altered by persons other than Supplier (b) subject to misuse, neglect, accident or abuse; (c) improperly processed by persons other than Supplier; or (d) used in a manner not in accordance with the Specifications.

(e) Purchaser is obligated to examine and inspect all Products to check whether the Products comply with the requirements specified in the Specifications upon delivery and shall notify Supplier in writing of any deviation from the Specifications or any deviation from the Performance Guarantee described below (the "Defects"). Supplier shall be notified of visible Defects within the following time period: ________ and in case of hidden Defects immediately after they have become detectable. It is further agreed, that the following shall not give rise to any claims based on Defects: (a) loss or damage that arises after delivery, as a result of incorrect or careless treatment, overuse, unsuitable operating resources, defective building work at Purchaser's locations, unsuitable building foundations or special external influences that are not requirements under this Agreement. In addition, if Purchaser or a third party improperly (in a non-workmanlike manner) carries out maintenance work or modifications, then no claims based on Defects may be made in respect of such work or modifications or the resulting consequences. It is clarified however that no inspections, tests, approval or acceptance of the Products by Purchaser shall relieve Supplier from its responsibility to correct Defects or other breaches under this Agreement.

(f) In the event that any Products are not in conformity with the Warranty, Supplier shall, within a period of ________ from the date of report of the breach of Warranty, do the following: replace any Defective Products with conforming Products delivered to Purchaser at Supplier's cost.

(g) The physical appearance of the module as well as any scratches, spots or discolouration, which transpire after delivery, do not constitute Defects, if the change in appearance does not compromise the performance of the Products.

(h) If Supplier fails to remedy a breach of the Warranty in the manner specified in this Agreement, Purchaser may at its sole discretion, replace or correct such Products and charge Supplier the cost incurred by Purchaser in this regard and/or terminate this Agreement, in whole or in part.

(i) The warranties contained in this Article are the only warranties and guarantees made by Supplier in respect of the Products.

Article 7) PERFORMANCE GUARANTEE

(a) In addition to the warranty given above, Supplier provides the following additional performance guarantee ("Performance Guarantee") beginning on the date of shipment:

________.

(b) If the Performance Guarantee specified above is not achieved during the guarantee period, Supplier shall, at its own option make up the same by:

________.

The performance guarantee for any replacement or additional products extends only to the remainder of the Performance Guarantee period for the originally supplied products. If the originally supplied product type is no longer manufactured in a series, the current standard type will be delivered to serve as the replacement or additional products.

(c) The Performance Guarantee shall apply only if the relevant Product has been duly and properly installed and shall not apply if Products are damaged or destroyed as a result of changes or improper installation by Purchaser, or improper use, operation, storage, transport or handling by Purchaser or were exposed to third party interference or where the installation, operating and maintenance instructions provided by Supplier were not observed.

(d) The Warranty and Performance Guarantee described above do not cover the transport costs for the return shipment of the relevant Products or for any renewed delivery of the repaired or replaced Product and also do not cover the costs of installation or reinstallation of Product, and other expenses incurred by the Purchaser after a breach of Warranty or Performance Guarantee is discovered.

Article 8) LIABILITY AND THIRD-PARTY CLAIMS

(a) Supplier's liability for any single claim by Purchaser under this Agreement or by law or in equity shall not exceed the following:

________

The foregoing limitation shall not apply to any liability resulting from (i) a breach of Warranty, (ii) a breach of the Performance Guarantee, (iii) injury to persons or damage to property, (iv) claims arising out of a breach of its representations or warranties relating to Intellectual Property or (v) willful misconduct of Supplier.

(b) Purchaser's liability to Supplier shall in no event in aggregate exceed a sum equal to the Total Net Purchase Price.

(c) Except as expressly set forth otherwise in this Agreement, neither Party will be liable to the other for consequential, special, exemplary, indirect or incidental losses or damages, including loss of use, lost production, cost of capital, loss of goodwill, loss of contract, lost revenues or loss of profit, loss of business, or in case of a claim against Supplier, for claims of customers of Purchaser. Provided however that this Article shall not apply to any claims made against Supplier by Purchaser resulting from (a) injury to persons or damage to property, (b) claims arising out of a breach of its representations or warranties under Article Intellectual Property or (c) willful misconduct of Supplier.

(d) Unless expressly provided otherwise in this Agreement, all claims under this Agreement shall be governed by a one (1) year period of limitation commencing to run in the time the respective claim arises.

(e) Purchaser shall indemnify and hold harmless Supplier regarding any and all third party claims, in respect of the Products unless such claims are caused by defects in Products and such Defects were not caused due to any further processing, improper warehousing or improper handling of the Products by Purchaser or any third party. Without limiting the generality of the foregoing, Purchaser shall, in particular, indemnify and hold harmless Supplier regarding any and all third party claims which are based on additional warranties, commitments or assurances of Purchaser or any other acts or omissions of Purchaser.

Article 9) INTELLECTUAL PROPERTY

(a) Supplier represents that it is and shall be the sole owner of all right, title and interest in and to the Products supplied to Purchaser, including but not limited to all technology, know-how, patents, copyrights, trademarks, trade names and trade secrets therein or related thereto. Supplier represents that there is no pending litigation which alleges that the use of Products or the technology or know-how incorporated therein has infringed or misappropriated any of the intellectual property rights including industrial property rights and trade secrets ("Proprietary Rights") of any third party. Supplier warrants that the Products shall not violate any Proprietary Rights of any third parties.

(b) Supplier shall defend and indemnify Purchaser against any losses, costs, expenses or damages incurred by Purchaser (including legal fees) and against claims, demands or legal proceedings instituted against Purchaser by a third party ("Infringement Claim"), arising out of a claim by a third party that the Products violate that party's Proprietary Rights.

(c) In the event that as a result of an Infringement Claim, the delivery or use of the Products by Purchaser is restricted in whole or in part, Supplier shall at its option and at its costs, either modify or exchange the Products so that the Proprietary Right is not infringed or secure a licence from a third party for the Products concerned.

(d) If Supplier is unable to so modify or exchange the Products, Purchaser shall be entitled to be compensated for the Product Price paid for the relevant Products, including costs incurred in transport, import duties and installation.

(e) Supplier's obligations as described above are subject to the condition, that (i) Purchaser notifies Supplier in writing without any delay of the claims asserted by the third party, (ii) Purchaser does not admit to the infringement and leaves in Supplier's hands any defence of the claims and settlement negotiations and (iii) Purchaser supports Supplier in defending any such claims. If Purchaser discontinues using the delivered Products in order to mitigate loss or for any other good reason, Purchaser shall bring to the attention of the third party the fact that discontinuing use of the Products in no way constitutes an admission of an infringement of Proprietary Rights.

(f) All claims on the part of Purchaser are invalid if Purchaser is responsible for the infringement of Proprietary Rights.

(g) Supplier shall not be liable to Purchaser under this Article if an Infringement Claim is instituted as a result of Purchaser or any third party acting on Purchaser's behalf modifying the Products, or to the extent that the Infringement Claim arises as a result of Purchaser's use of the Products together with products not delivered by Supplier or as a result of an application or use of the Products that is not customary or not agreed between the Parties under this Agreement.

Article 10) 28885 2885585

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Article 11) TERM & TERMINATION

(a) The Term of this Agreement shall begin on the Commencement Date listed at the beginning of this document and will end on the Expiration Date, as defined below unless this Agreement is terminated sooner as listed in this provision and elsewhere within this Agreement. If the dates set forth at the end of this document are different, this Agreement is to be considered effective as of the date that both Parties have signed the agreement, which may be the later date.

(b) The Expiration Date shall be as follows: ________

(c) Each Party shall have the ability to terminate this Agreement for good cause, defined as any material breach of this Agreement. Specifically, Parties acknowledge and agree that the following acts (considered a non-exhaustive list, not including each specific material breach of this Agreement) shall be cause for immediate termination:

(I) A Party's bankruptcy or insolvency;

(II) A Party is convicted of a felony or any criminal misconduct related to the operation of its Business;

(III) A Party discovers a material misrepresentation made by the other Party in connection with this Agreement;

(IV) A Party engages in any behaviour which would impair the other Party's trademark, trade name, or any other commercially-valuable intellectual property;

(V) A Party behaves in any manner which would reflect poorly on the reputation and goodwill of the other Party or fails to act in a commercially reasonable manner; or

(VI) Purchaser fails to pay any fees, costs, charges or other amounts due under this Agreement.

The Party in default must be given written notice of termination in advance of such termination and the notice must state the reasons for termination clearly. Further, the defaulting Party shall have opportunity to cure its default within a period of 30 days, failing which the Agreement may be terminated immediately by the non-defaulting Party.

Each Party shall be entitled to terminate this Agreement by a written notice of ________ to the other Party.

Article 12) RIGHTS & OBLIGATIONS ON TERMINATION

(a) In the event this Agreement naturally expires or is terminated, Purchaser hereby agrees to undertake the following acts:

(b) Supplier shall retain any and all fees and other monies paid pursuant to this Agreement and shall fulfil the orders placed for which payment has been made.

(c) If there are any payments for products owed to Supplier at the expiration or termination of this Agreement, Purchaser shall pay them immediately. If the termination is by reason of Purchaser's breach or default, such sums shall include any and all damages, costs, and expenses incurred by Supplier.

(d) Supplier shall retain all rights and remedies after the termination or expiration of this Agreement. Furthermore, such expiration or termination shall not release Purchaser of any of obligations to Supplier at the time of the expiration or termination nor terminate those obligations and liabilities of Purchaser which, by their nature, survive the expiration or termination of this Agreement.

Article 13) RENEWAL

If a Party should like to renew the Parties' relationship at the end of its Term, such Party shall provide a written request for renewal to the other Party at least the following period prior to the Expiration Date: ________. Such written document shall describe that the particular request is for one additional Term as defined in this Agreement.

Parties hereby acknowledge and agrees that the terms of any agreement to renewal ("Renewal Agreement") may be substantially different, including the prices of the Products.

Article 14) PROPRIETARY MARKS

(a) Supplier's Retained Rights: Purchaser hereby acknowledges and accepts that Supplier is the owner of all right, title and interest in and to the Proprietary Marks in the Products. As such, Supplier agrees to indemnify and hold Purchaser harmless against any claims that Purchaser's use of the Proprietary Marks infringes on the rights of any third party. In such a scenario, Purchaser agrees to immediately notify Supplier of the claim, as well as cooperate to the maximum extent possible in Supplier's defence and/or settlement of the claim.

(b) Purchaser's Use: In conjunction with other provision in this Agreement, Supplier hereby grants Purchaser a limited, non-exclusive, revocable license to use, reproduce, publicly display, or distribute the Proprietary Marks for the agreed-upon terms set forth in this Agreement. The Proprietary Marks used for any purpose not directly related to these terms must be with the express written permission of Supplier and may include the payment of additional fees unless otherwise agreed to in writing.

Article 15) INSURANCE & INDEMNIFICATION

During the term of this Agreement, Supplier shall obtain and maintain insurance coverage with insurance carriers acceptable to Purchaser in accordance with the Purchaser's insurance requirements.

The coverage requirements are as follows:

________

Article 16) NO WAIVER

None of the terms of this Agreement shall be deemed to have been waived by any act or acquiescence of Supplier. Only an additional written agreement can constitute waiver of any of the terms of this Agreement between the Parties. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date. Failure of Supplier to enforce any term of this Agreement shall not constitute waiver of such term or any other term.

Article 17) INDEMNITY

Each Party ("Indemnifying Party") hereby agrees to indemnify and hold the other Party harmless from all damages, costs, attorney's fees or other losses arising out of or relating to the breach of this Agreement by the Indemnifying Party.

Article 18) SEVERABILITY

If any provision of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. Any invalid or unenforceable provision of this Agreement shall be replaced with a provision that is valid and enforceable and most nearly gives effect to the original intent of the invalid/unenforceable provision.

Article 19) ENTIRE AGREEMENT

This Agreement along with the following document: ________ dated ________ between the Parties constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings duties or obligations between the Parties with respect to the subject matter hereof.

Article 20) NO OTHER RIGHTS GRANTED

Nothing in this Agreement is intended to grant any rights under any patent, copyright or other intellectual property rights of any Party in favour of the other, nor shall this Agreement be construed to grant any Party any rights in or to the other Party's Confidential Information, except the limited right to use such Confidential Information in connection with the proposed relationship between the parties. The Receiving Party shall not receive any intellectual property rights in the Confidential Information other than a limited right to use the Confidential Information for the purposes specified in this Agreement. All intellectual property rights shall continue to vest with the Disclosing Party. The Disclosing Party shall retain all title, interest and rights and all intellectual property and proprietary rights in the Confidential Information. No license under any trademark, patent or copyright, or application for same which are now or hereafter may be obtained by Disclosing Party is either granted or implied by the conveying of Confidential Information. The Receiving Party shall not conceal, alter, obliterate, mutilate, deface or otherwise interfere with any trademark, trademark notice, copyright notice, confidentiality notice or any notice of any other proprietary right of the Disclosing Party on any copy of the Confidential Information, and shall reproduce any such mark or notice on all copies of such Confidential Information. Likewise, the Receiving Party shall not add or emboss its own or any other mark, symbol or logo on such Confidential Information.

Article 21) AMENDMENTS

Any change, alteration, amendment, or modification to this Agreement must be in writing and signed by authorized representatives of both the Parties.

Article 22) DISPUTE RESOLUTION

(a) Any dispute(s) arising out of this Agreement shall, as far as possible, be settled amicably between the Parties hereto failing which the following shall apply:

(b) The courts in ________ shall have exclusive jurisdiction over any dispute, differences or claims arising out of this Agreement.

(c) If either Party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover reasonable costs and attorneys' fees.

Article 23) INDEPENDENT PARTIES

The Parties hereby acknowledge and agree that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the Parties. The Purchaser shall be considered an independent contractor for the Supplier. This Agreement is for the sole and express purpose of that independent contractor relationship for the supply of products from the Supplier to the Purchaser.

Article 24) EXCLUSIVITY

Purchaser also agrees not to buy any products, other than those specifically provided by Supplier, in the Territory during the Term.

Article 25) ASSIGNMENT

This Agreement shall not be assignable by any Party without the prior written consent of the other Party.

Article 26) ANNOUNCEMENTS

A Party shall not make any news releases, public announcements, give interviews, issue or publish advertisements or publicize in any other manner whatsoever in connection with this Agreement, the contents/provisions thereof, other information relating to this Agreement, the Confidential Information or other matter of this Agreement, without the prior written approval of the other Party.

Article 27) NOTICES

Any notice to be given under this Agreement shall be in writing and shall be sent by first-class mail, airmail, or e-mail, to the address of the relevant Party set out at the head of this Agreement, or to the relevant email address set out below or other email address as that Party may from time to time notify to the other Party in accordance with this Article. The relevant contact information for the Parties is as follows:

Supplier:

________

Email: ________

Purchaser:

________

Email: ________

Notices sent as above shall be deemed to have been received 3 working days after the day of posting (in the case of inland first class mail), or 7 working days after the date of posting (in the case of airmail), or next working day after sending (in the case of e-mail).

In proving the giving of notice, it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and dispatched and dispatch of the transmission was confirmed and/or acknowledged as the case may be.

Article 28) GOVERNING LAW

This Agreement and all issues arising out of the same shall be construed in accordance with the laws of India.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement:

___________________________

________

___________________________

________