Preamble

These standards represent requirements for all suppliers on NextPro platform regarding human rights, labor standards, business ethics, environmental protection and safety. They have worldwide application and are directed at both product suppliers and service providers. The contents of this document are incorporated into the terms of the contracts with our suppliers around the world. Companies are obligated to communicate these requirements to their employees as well as to their own suppliers and to ensure compliance. Moreover, NextPro expects its business partners to observe all applicable laws and regulations.

Our frame of reference encompasses the Universal Declaration of Human Rights and the Global Compact of the United Nations, the Guidelines for Multinational Enterprises of the Organization for Economic Co-operation and Development (OECD) and the conventions of the International Labour Organization (ILO). NextPro applies the same provisions concerning labor standards, business ethics, environmental protection and safety to its own business operations. They are implemented by means of our Integrity Code, our Principles of Social Responsibility and our environmental and energy policies.

NextPro supports its suppliers with specific information for the implementation of these requirements.
Furthermore, NextPro reserves the right to verify compliance and, in the event of violations, to draw appropriate consequences. The central platform of communication with suppliers is our NextPro Supplier Portal.

Labor Standards

1. Observance of Human Rights

Suppliers are obligated to respect internationally recognized human rights and to promote adherence to them. For all business activities within their sphere of influence, suppliers shall make every effort to ensure that they, their business partners and their suppliers do not violate any human rights or become involved in any such violations.

2. Free Choice of Employment

Forced or compulsory labor is prohibited. Employees must have the freedom to terminate their employment, provided they give reasonable notice.

3. Ostracism of Child Labor

Child labor is not allowed at any phase of production or processing. As a minimum, suppliers are requested to comply with the ILO’s conventions on minimum employment age and the ban on child labor. Children must not be inhibited in their development. Their health and safety must not be impaired.

4. Equal Opportunities/ Ban on Discrimination

Suppliers are obligated to ensure equal opportunity of employment and avoid all forms of discrimination. Discrimination against employees, for instance on the basis of race, origin, nationality, skin color, religion, ideology, political or union activity, gender, sexual orientation, age, disability, disease or pregnancy, is prohibited.

5. Freedom of Association and the Right to Collective Bargaining

Companies should preserve freedom of association and actively acknowledge the right to collective bargaining. They must ensure that their employees can discuss working conditions openly with management without fear of punishment. The right of employees to assemble, join a union, appoint representatives and be elected to the union must be respected.

6. Fairness in Pay, Working Hours and Social Benefits

Compensation and social benefits must correspond to the basic principles of minimum wages, applicable overtime regulations and statutory social benefits. Work hours and time off must, as a minimum, be in conformity with applicable laws, industry standards or relevant ILO conventions, whichever are strictest.

7. Health and Safety at the Workplace

As employers, suppliers shall ensure health and safety in the workplace at levels no less than those required by national legislation, and shall support the continuous advancement and improvement of working conditions.

Business Ethics and Compliance

1. Adherence to Laws

We expect the highest level of integrity in all business activities and business relationships. Suppliers are requested to refrain from all forms of fraud or disloyalty, insolvency crimes, corruption, granting of unfair advantages, and giving or taking bribes. Suppliers are obligated to obey all laws and regulations, which apply to them and their business relations on NextPro platform.

2. Fair Competition

Laws that protect and promote competition, in particular laws against restraints on competition, must be adhered to. Companies must respect rules of fair competition and comply with the ban on agreements with competitors or other actions taken to interfere with the free market.

3. Avoidance of Conflicts of Interests

When dealing with business partners, suppliers are obligated to make decisions solely based on objective information and not allow themselves to be influenced by personal or selfish financial interests.

4. Safeguarding of Trade Secrets

Suppliers are obligated to treat as confidential all non-public financial and technical details to which they become privy during the course of the business relations.

Environmental Protection and Safety

1. Environmental Responsibility

When addressing environmental issues, suppliers must follow precautionary principles and take initiatives to promote greater environmental responsibility as well as the development and spread of environmentally friendly technologies.

2. Environmentally Friendly Production

Optimum environmental protection must be guaranteed during every phase of production. This includes a proactive approach to preventing and minimizing the impact of accidents that may harm the environment. Especially significant in this context are the utilization and continued development of technologies for conserving energy and water, characterized by the use of strategies for reduction of emissions, reuse and recycling of materials.

3. Environmentally Friendly Products

All products manufactured along the supply chain must meet the environmental standards of their market segments. This applies to the complete product life cycle as well as to all materials used. Chemicals and other substances, which are potentially harmful substances if released into the environment, must be identified. A management system for hazardous materials must be established to enable safe handling, transport, storage recycling, reuse, and disposal of such materials.

4. Product Safety and Quality

All products and services must meet contractual criteria for quality and active and passive safety upon delivery. They must be used safely in line with their intended purpose.

Suppliers are required to communicate the contents of this document to their suppliers, obligate them to observe the same requirements and verify that these Sustainability Standards are adhered to throughout the supply chain.

A Commitment to Excellence

The NextPro has been setting standards for our standard operation. “Beyond Procurement Standard & Compliance!” – the goal that the NextPro once set for ourself continues to be the benchmark for the NextPro as a global procurement solutions & services provider, and serves as encouragement and motivation for its employees. Together we want to give our best, deliver the best and be the best in every way: in terms of quality, procurement standards and the solutions of our services, with regard to our social responsibility, in dealing with others in the NextPro, in cooperating with our business partners, assisting our customers, and in our business success. In everything we do, we are mindful of sustainability.

Exercise Responsibility – Socially and Globally

A Company such as NextPro that wants to assume and maintain a leading position must also take responsibility. That is the only way to achieve sustainable long-term success.

This includes responsibility for our employees. Their work and motivation are the decisive factors for the shared success of our company. Therefore, they must be treated with dignity and respect by all managers at NextPro, regardless of their duties or position within the NextPro, their gender, their religion, the color of their skin, their origin or sexual orientation. Everyone deserves respect.

Diversity is enriching. It enhances the quality of business decisions through a broader spectrum of ideas, points of view and abilities; and contributes to better mutual understanding of the concerns of others. This requires that we treat each other with tolerance, openness, trust and fairness. We expect our Board of Management, executive bodies and our managers to create a good working environment through exemplary behavior, to be fair in their judgments and to have a sympathetic ear for the concerns of their staff. Our desire is to maintain a culture of trust and responsibility.

Such a culture enables us to provide our employees with adequate compensation in line with the concept of equal treatment. We ensure their health and occupational safety, support their professional advancement, and safeguard their basic rights on the job. We strive to create working conditions that promote a work-life balance. To these ends, we work together with employee representatives in a spirit of trust, abiding by the Principles of Social Responsibility that NextPro has agreed upon together with employee representatives throughout the company.

We also take our responsibility to conserve resources seriously. This responsibility applies to the use of human labour resources or the company‘s assets, as well as the use of natural resources such as energy, commodities or materials. We want our value creation processes to ensure that future generations are left with an intact ecological, social and economic foundation for life. Environmentally sound production methods and sustainable products should therefore be a signature feature of the NextPro.

We are aware that we as a company also bear responsibility for the common good. This means more than obeying the laws of the countries where we do business. Rather, we want to help improve the infrastructure, social situations and quality of life wherever we have entities. Our business activities and products should serve the people‘s well-being and needs.

Integrity ― a Top Priority

Passion, discipline, respect and integrity are the values that serve as NextPro’s guiding principles in the knowledge that economic excellence can only be permanently achieved if the company’s actions are aligned with ethical principles that are accepted and perceived to be fair. The assumption that communities of values are more successful at creating value in the long run continues to hold true. We therefore strive to do business fairly, in other words, with the best possible results and in a decent, ethical manner.

This philosophy requires adherence to applicable laws, but also to internal company regulations. Such regulations set the parameters for and define exactly what is desired, allowed or prohibited. Our rules establish the framework within which everyone in the company may freely and confidently act on his/her own responsibility. These rules must be in line with our corporate values and, essentially, with our employees‘ concepts of “decent” ethical behavior. Aligning these values is the only way to ensure that the resulting rules will be accepted and pursued with conviction. It is the only way to turn a “must do” into a “want to” on the part of the employees, and for integrity to become a standard practice in the workplace. Furthermore, to become tangible, regulations must also be supported by compliant behavior, particularly by our managers, who are responsible for setting a consistent and credible example.

Regulations, however, do not always provide sufficient guidance, especially, for example, in situations where decisions require striking a difficult balance between conflicting interests. Rules often provide only abstract provisions without specific assistance on how to act or what decision to make in individual cases. Although we can rely chiefly on our own judgment of what is right and wrong, it is important for us to know whether our inner compass agrees with what the company expects and with what is ultimately applied to specific actions and decisions.

Pulling in the Same Direction

In order to provide assurance and gain the self-confidence necessary to make decisions even in dilemma situations, the NextPro must first agree on the principles of integrity that are meant to guide everyone. An open dialog between managers, staff and their representatives helps us to do so. Through this open dialog, we will reach an agreement on what constitutes corporate integrity so it can be expressed in rules and independent actions.

We have initiated this dialog throughout NextPro and will continue to have such a dialog in the future. The positive feedback from our workforce, including managers at every level, regarding this process of communication and understanding is encouraging. There is considerable agreement that this kind of dialog promotes integrity and fairness in the workplace, supports the responsible party in making difficult decisions, contributes to better mutual understanding and deepens the spirit of trust during collaboration to the benefit of successful, ethical business.

Rules for Support and Security

This Integrity Code is based on the results and findings of the dialog conducted thus far. According to most employees, mutual respect, personal appreciation, taking responsibility for one’s actions, fair, transparent and open behavior, mutual trust and collegiality as well as clear, comprehensible regulations are the key factors for living with integrity in our company. These established principles of behavior have, therefore, been incorporated into this Code. The rules contained in the Code establish behavioral principles, assign rights and obligations, and establish guidelines for conduct.

The rules are applicable to all employees of the NextPro, and are meant to provide these employees with confidence and support when they take action on the NextPro’s behalf. Whenever the regulations are not helpful, employees should seek advice from their co-workers and/or their managers. In addition, employees who have any questions about ethical conduct may contact the Human Resources Division or Integrity and Legal Affairs Division. The staff there will be happy to provide advice and assistance.

We Preserve Human Rights and Obey the Law

As a company that does business worldwide, we at NextPro have a global responsibility. We place special emphasis on the following principles:

– Protection of human rights.

– Protection of fundamental rights at work, in particular the freedom of association and the right to collective bargaining, the elimination of discrimination before and during employment and the rejection of forced labor and child labor.

– Sustained environmental protection.

– Fight against corruption.

We are working to ensure that our company, as well as our business partners and customers, follow these principles.

Furthermore, we comply with international and local laws and provisions. Together, we ensure that everyone in the NextPro obeys the laws and regulations that apply to our work.

We Treat Each Other and our Partners Fairly

When dealing with each other and third parties, we maintain an atmosphere of openness and tolerance, respect and politeness as well as fairness and trust. Every employee should be able to rely on everyone else respecting his or her dignity and personality at all times. We treat each other with respect.

We Support Diversity and Observe the Principle of Equal Treatment.

A wide variety of ideas, viewpoints and skills improve the quality of our work, thereby ensuring long-term success. Our desire is to profit from the social, linguistic, cultural, and lifestyle diversity. We promote and respect this diversity. We, therefore, do not discriminate against anyone and we treat all people equally, regardless of:

– Ethic decent, origin or nationality
– Religion or ideology
– Political or union affiliation
– Gender or sexual orientation
– Age
– Disability
– Medical condition

We Protect the Personal Rights of Every Individual.

It is our shared duty to create a fair and friendly working environment. Such an environment can only come to fruition if we respect every individual and are considerate of one another. We will, therefore, not tolerate statements or behavior that may lead to animosity or hostility towards our coworkers, business partners or customers.

At NextPro, any form of intimidation or harassment is prohibited. Behavior of this kind will be vehemently opposed.

We Protect the Privacy of Every Individual.

Working together in a spirit of trust requires us to respect and protect the privacy of our employees, business partners and customers. This expectation of privacy applies to our conduct towards each other as well the use and processing of information. For this reason, we collect, process and use personal information only to the extent that laws, regulations and our internal policies allow. We store personal information securely and take the necessary precautions to prevent unauthorized use.

Our Managers Act with Responsibility and are Appreciative.
Acting responsibly takes responsible managers. We, therefore, expect our managers at all levels to live up to their duty to set an example by behaving ethically, to give employees guidance, and to ensure a good working environment. Maintaining an open door policy with their staff enables the free exchange of ideas.

We Stand for Good Collaboration.

Respect and mutual appreciation should be the hallmark of cooperation. That means that we allow different opinions, address problems openly and seek solutions together. This manifestation of mutual appreciation is the only way to develop an environment of trust, tolerance, and fairness.

We Ensure Safe and Fair Working Conditions.

The NextPro ensures occupational health and safety in the workplace. We obey the local and national regulations as minimum standards. We create motivational and inspirational working conditions. We want to create a working environment that allows our employees to reconcile work, family and private life. We work together with all employees, their representatives and unions in a spirit of trust. We are committed to achieving the balance between the economic interests of the company and the interests of our employees. Even in cases of conflict, our goal remains to lay and preserve a firm foundation for constructive collaboration.

We Actively Pursue Success.

We perform our duties with a high level of commitment, motivation and team spirit. We take responsibility for our own actions and work carefully and efficiently. We contribute our knowledge and skills to the success of the NextPro. We undertake training and approach the challenges of the future with dedication and competence. The ideas and suggestions of all our employees bring us closer to success. We encourage and support them. In everything we do, we work together in a friendly and considerate manner.

We View Mistakes as Opportunities.

We want to learn from our mistakes, but in order to learn from them, we first have to acknowledge them. It is desired and expected that mistakes and misconduct be pointed out. By making mistakes and misconduct transparent, we can all prevent harm to our employees and the NextPro. Employees who address or report mistakes and misconduct will not be subject to retaliation. Employees who have been accused of misconduct are also treated fairly.

We Take Care of our company‘s Property and Assets.

It is in our common interest to safeguard the property and assets of the NextPro. It is only natural for us to protect the company‘s assets, to handle them with care and not to use or embezzle them for our own inappropriate or unauthorized purposes. Depriving NextPro of financial and material assets through misappropriation or misuse is detrimental to the company and harms us all.

We Ensure Transparency and Proportionality.
Responsible collaboration requires decisions that are transparent and comprehensible. Only then will they find acceptance. Even when conducting checks, audits, and investigations, we place high importance on transparency and treat those concerned fairly. We deal with misconduct consistently, applying balanced and comprehensible measures. When doing so, the NextPro observes the principle of proportionality. Therefore, we examine each case to determine which consequences are suitable, necessary and appropriate.

We Are Successful Together with our Business Partners and Customers

Competition motivates and inspires excellence. Our goal is to do the best business with the best services in a decent manner. Accordingly, we treat our competitors fairly and cooperate with our business partners and customers respectfully and in a spirit of trust. These common principles form the basis for these relationships and are meant to guide our business transactions.

Therefore, we select our direct business partners according to their adherence to the same principles that we have established for ourselves in this Code. In our business relations, we pay heed to the observance of these principles. We reject business partners and customers who violate human rights and workers’ rights outlined in the ”Principles of Social Responsibility at the NextPro” as well as environmental protection or anti-corruption laws.

We Stand for Fair Competition and Obey the Law.

We are committed to ensuring fair competition in our markets and to obeying applicable anti-trust and competition laws. We prohibit illegal agreements and coordinated behavior that intends to or may limit competition. If we discover such agreements, we immediately terminate them and impose sanctions. In our global activities and when opening up new markets, we are also required to obey further laws and regulations. These include:

– Foreign trade legislation, including export control regulations
– Tax and customs duty laws
– Money laundering laws
– Anti-terrorism laws

We Do Not Disclose Confidential Information.

Confidential information, such as inventions, new products as well as the latest sales figures are valuable. After all, they ensure we stay ahead of the competition. For this reason, we treat every piece of secret business information as confidential and do not share it without authorization. We treat confidential information belonging to our competitors, business partners and customers in the same manner.

We Live by this Principle: We Do not Give or Take Bribes.

We do not do business at any cost. We only want to win contracts in a fair and legal manner. The NextPro does not tolerate unethical or corrupt behavior by its employees or business partners and will take action against it. Decisions based on corruption are immoral, distort competition, harm the NextPro’s assets and reputation and go against the common good.

We pay special attention to ethical behavior in our contact with political parties, public authorities and their officials both at home and abroad. Under no conditions do we grant payments, favors or other monetary contributions to civil servants, public employees or employees of governmental organizations in order to win contracts or gain advantages for the NextPro or other individuals. We do not waiver, even when benefits are expected or ”common” for official duties. We also do not try to influence specific business dealings with private enterprises by making illegal payments. In our business dealings, we always pay special attention to avoid even the mere appearance of an impropriety, such as an attempt to influence our business partners or customers.

The NextPro provides information and conducts regular audits to ensure corrupt behavior is exposed, stopped and punished. We want to use our market influence to lead the way in fighting corruption. We are convinced that fighting corruption strengthens our good reputation in the world and ensures us sustained economic success.

We Balance Personal Interests and the Interests of the NextPro Carefully.

The NextPro respects the personal interests and private lives of its employees. Personal and private financial interests are not allowed to influence business decisions, since they may conflict with business interests. Therefore, we avoid situations in which private or personal financial interests conflict with the interests of the Company or our business partners. In the event that such a conflict of interest arises, we disclose it and seek a solution with the respective manager in order to avoid any negative impact on the interests of the NextPro.

Conflicts of interest may arise when employees, for example:

– Accept, offer or grant gifts and invitations
– Are members of the governing bodies of other companies, pursue activities ”on the side” or invest in competitors

In These Cases, our Behavior Must be in Accordance with the Following Rules:

Gifts, benefits and invitations.

As NextPro employees, we may not encourage, ask for, or demand gifts, benefits, invitations, personal services or favors for ourselves or others from business partners or customers.

We refuse gifts, benefits or invitations from business partners and customers whenever their value may influence or appear to influence our decisions. We only accept discounts, rebates and other benefits offered to us by business partners if they are offered to all employees of the NextPro or its member companies.

Voluntarily given promotional and occasional gifts by our business partners and customers may only be accepted if of reasonable value and scope. To determine what is deemed reasonable a value of 50 euros serves as a reference.

We only accept invitations from business partners and customers to meals or events if they are freely given, serve a business purpose, do not occur with excessive frequency, take place in the course of regular collaboration, and are appropriate for the purpose. If there is any doubt as to the appropriateness of gifts, benefits or invitations, we consult our managers.

We disclose and document any gifts or benefits received if they exceed the reference value of 50 euros for gifts or benefits and 100 euros for invitations. Reporting requirements according to applicable law remain unaffected.
We also only give gifts and benefits to business partners and customers within appropriate limits and as part of our normal business conduct.

If we extend an invitation to a business partner or customer, it must also be within appropriate limits and must correspond with the occasion. We must not create an appearance of seeking to make a party dependent on us. Governing Body Membership and ”Side” Activities. Employees may only serve on the management board, supervisory board or advisory board of another NextPro with the prior approval of the Board of Management of the NextPro.

Before employees assume business activities ”on the side” they must report them to their managers, who must then check for possible conflicts of interest. In the event of a conflict, the activity may be prohibited if in opposition to the NextPro`s justified interests.

Share Ownership.

As employees of the NextPro, we are allowed to acquire and hold shares and investments in business partners or competitors under the following conditions:

– We do so on a small scale
– The possibility of a conflict of interest or the appearance of such is excluded.

This rule may not be circumvented by having a third party hold the shares on the behalf of the employee.

This rule may not be circumvented by having a third party hold the shares on the behalf of the employee.

We Are Aware of our Social Responsibility

We Are Responsible for the Common Good.

As a worldwide company, the NextPro supports institutions, projects and events concerning education, science, art, culture, sports and social issues at its entities, and views them as methods of creating social value. Additionally, the NextPro plays an active role in international disaster relief efforts.

We Encourage Volunteering.

Volunteering is what holds society together. As a NextPro that takes its responsibility towards society seriously, we encourage the volunteer activities of our employees ― regardless of whether they support political democratic, social or charitable activities.

Representing NextPro.

NextPro employees have the right to freedom of expression. For opinions expressed at events, in public or in publicly accessible communication forums, we ensure that personal views are labelled as such. During public appearances on behalf of NextPro we are careful to ensure that our actions or statements do not cause harm to the NextPro or damage its good reputation.

We Carry on a Transparent Dialog with Governments and Societies.

As a NextPro that does business worldwide, we are subject to varied political changes and decisions that affect our actions. Therefore, it is crucial for safeguarding the future of the NextPro that we represent our NextPro’s interests in an open dialog with governments, associations, organizations and social Company’s. In a similar fashion, we listen to their suggestions and take their interests into consideration.

We Make our Donations and Sponsorship Activities Transparent.

When making donations and conducting sponsorship activities, we pay attention to transparency. We donate on a voluntary basis without demanding anything in return, and we adhere to applicable laws and local regulations.
We use our sponsorship activities to affect our reputation and public perception in a positive manner.

Donations and other contributions, sponsorship and other monetary benefits that are granted to political parties, candidates or individuals holding public office are only made with the approval of the NextPro Company’s Board of Management.

Complying with the Integrity Code

The NextPro expects the members of its Board of Management, its executive bodies, its managers and its employees to obey this Integrity Code. All employees are required to familiarize themselves with its contents, know them and act in compliance with them. After all, it forms the foundation of our daily work. It is our managers’ responsibility that all employees know and adhere to the Integrity Code. They are the first point of contact for questions and will support their staff in behaving in accordance with our values.

In addition, employees who have any questions about ethical conduct may contact the Human Resources Division or Integrity and Legal Affairs Division. The staff there will be happy to provide advice and assistance. This Integrity Code cannot encompass the standards, procedures, and regulations for our Company in every detail. The specific policies, instructions, or regulations for individual cases which have been adopted by NextPro are binding.

Business units, departments or individual entities with specific conditions may require additional regulations. These regulations are also binding. Violations of this Integrity Code and other NextPro policies and regulations may have consequences on the employment relationship and other legal implications in accordance with the principle of proportionality.

General

These General Purchase Terms and Conditions (hereinafter called “GPC”) shall apply to the relationship between Supplier and Buyer save as varied by express agreement or by additional terms, if any, accepted in writing by both Parties. This GPC shall be conclusive and binding between the Parties and will override any other Terms & Conditions of the Supplier.

1.1 Purchase Orders/ Purchase Contracts (hereinafter called “P.O”) and acceptance of P.O, as well as any alteration or amendment thereof, must be made in writing in order to be effective. If acceptance of P.O is not completed by the Supplier within 10 days from the date of receipt of P.O, then the Payment payable under the P.O will be deferred accordingly. Subsequent agreements made verbally shall only be valid when confirmed in writing by Buyer. If the Supplier does not accept the P.O within 10 days of its submission, Buyer shall be entitled to revoke the P.O in writing. No increase in prices shall be permitted during the tenure of P.O.

1.2 All other additional terms and conditions shall be governed by Special Purchase Conditions of Buyer (hereinafter called “SPC”), to which reference shall be made in the P.O, where appropriate. In case of any discrepancy or inconsistency among the P.O, SPC and GPC, the documents shall prevail over each other in the priority listed before.

1.3 Any other general term(s) and condition(s) contrary to or different from these GPC or SPC will not apply and shall not form part of the P.O between the Parties even if they were not rejected explicitly in any individual case, unless otherwise specifically agreed in Written Form.

Bills and Invoices

2.1 The invoices should be raised in original with clearly indicating the purchase order number, date and description of the consignment and other details as required by laws or by Buyer from time to time. The invoices shall be sent to the responsible person of Buyer as mentioned in P.O.

2.2 The Invoice value should be in line with P.O and should include applicable duties and taxes as per laws.

2.3 In case of imports of goods and services, the Supplier should mention their Bank Account Details clearly with Account Number, Bank Name and address, Swift Code as indicated in the Supplier application form or Supplier’s similar documents.

Price and Payments

3.1 The payment for Goods/ Services will be made as per P.O terms based on the invoices raised by the Supplier.

3.2 Payment terms will be as discussed and agreed and will be mentioned in P.O In the event of any dispute as to dimensions, weight, quality, quantity, finish, colors, design or heading, and performance of services from the P.O, the said payment terms shall not be binding.

3.3 It is expressly agreed by the Parties that all the statutory liabilities including but not limited to payment of duties and taxes on particular transaction/s under the P.O, shall be the liability of that Party as per the applicable statute. Each Party is liable to pay for all taxes imposed upon it by the respective tax authorities, having jurisdiction over that Party. The preceding sentence does not apply to income taxes imposed or withheld in accordance with Buyer’s local laws and the Tax Treaty, if any.

3.4 If the payments are subject to withholding or similar tax, Buyer shall withhold such taxes in accordance with the laws, and inform the Supplier accordingly. Further, Buyer will provide the Supplier with the tax certification and any other documents which name the Supplier as tax payer and specify tax amount and other details concerning Supplier’s tax obligations.

3.5 In the event where the services performed by foreign Supplier and personnel sent by such Supplier to Buyer’s local to perform the services becomes liable for personal income tax in local, Buyer shall not be responsible for declaring or withholding such personal income tax.

For the purpose of personal income tax declaration by foreign Supplier under Local Laws, Supplier shall provide Buyer with information of the employee sent by Supplier to Buyer’s local, including but not limited to employee’s name, nationality, passport number, work assigned, work duration in Buyer’s local and income earned on the basis of services provided in Buyer’s local at least seven (07) working days prior to the date such employee arrives in Buyer’s local.

3.6 All payments will be processed only after due certification by Buyer for the receipt of goods or services.

3.7 If any sum of money is recoverable from the amount payable to the Supplier, Buyer shall be entitled to recover such sum from any sum due to Supplier or which at any time thereafter may become due to the Supplier, under this or any other purchase order. Should the sum be not sufficient to cover the full amount recoverable, the Supplier shall pay to Buyer on demand the remaining balance due.

3.8 Any liability arising out of dispute on the tax structure, calculation and payment to the Government will be to the Supplier’s account.

3.9 In case of any loss or damage caused by Supplier to Buyer due to Supplier’s breach of P.O, Buyer shall have the right to suspend any amount payable by Buyer to the Supplier until compensation or fine from Supplier to Buyer is made in full.

Execution of P.O

The Supplier shall comply with the latest accepted technical rules, safety regulations and the agreed technical data in respect of the goods or services to be supplied. If services on Buyer premises are to be provided, the Supplier shall notify the technical contact/coordinator appointed by Buyer of the start and the scope of work involved and agree with the technical contact/coordinator on how the work is to be conducted.

Warranty, Liability and Indemnity

5.1. Supplier warrants that it has and will maintain sufficient rights and interests in the Goods/Services provided hereunder, in order to grant the rights granted under this arrangement.

5.2 Supplier warrants that the Goods/Services are free from any defects in design, material and workmanship according to the agreed specifications, drawings, descriptions or samples, all technical standards applicable, the state of the art and the suitability for the purposes contemplated by the P.O. Supplier further warrants that the Goods/Services shall comply with all applicable national, state and Buyer’s local laws and regulations in the relevant sales markets related to the Goods.

5.3 Supplier further warrants that it has valid title to the Goods/Services and will deliver them free and clear of all liens and encumbrances, and that the Goods/Services will not infringe the patent, copyright or other intellectual property rights of any third parties.

Supplier shall replace free of charge any part or parts found to be defective in quality, finish, color, design, material or workmanship or in the event of the failure or indication of failure within a minimum period of twelve (12) months from date of acceptance of Goods/Services or as per the agreed warranty terms in P.O.

5.4 Supplier’s responsibility under the said warranty shall be at its own option and cost, repair or replace any Goods found to be faulty as soon as possible after notification by Buyer but not later than twenty four (24) hours for critical or other emergency situation.

5.5 If Supplier fails or refuses to fulfill its obligations under warranty, Buyer may, in addition to exercising any other rights available to this arrangement, law and/or equity, at its option elect to have the defective Goods/Services replaced, repaired or corrected or by any third party, and the Supplier shall in such an event reimburse Buyer for all costs and expenses incurred in connection with such repair, replacement, correction or performance. In the event repair, replacement, correction of the defective Goods/Services is not reasonably possible, the Supplier shall provide refund for the price of the defective Goods/Services.

5.6 Supplier shall defend, indemnify and hold Buyer harmless from and against any and all direct or any indirect, special or consequential loss, damage, loss of profit, cost, expenses or other claims and/or penalties imposed by authorities (whether caused by the negligence of the Supplier, its agents or employees or otherwise) which arise out of or in connection with Supplier’s breach of P.O/GPC/SPC terms and conditions including delayed supply of Goods/Services and quality of Goods/Services. Supplier also agrees to indemnify and hold harmless Buyer for any loss of profit or any indirect, special or consequential loss, damage, cost, expenses or other claims (whether caused by the negligence of the Supplier, its agents or employees or otherwise) which arise out of or in connection with the breach of P.O/GPC/SPC terms and conditions including delayed supply of Goods/ Services and quality of Goods/Services.

5.7 Supplier warrants that when using Buyer’s premises or facilities, it shall comply with all security and office regulations in effect at those premises or in regard to those facilities as notified by Buyer from time to time.

Penalty Clause

6.1 If Supplier is at fault /is failing to meet the agreed timelines in supplying the Goods/ Services, or if supply of Goods/Services is delayed in some other way, the Supplier is liable to pay a penalty which shall amount to 0.5% of the gross P.O breached value per working day of delay, but not exceeding 8% (or a highest percentage permissible by Buyer’s local laws) of the gross P.O value in total.

6.2 The payment of penalty shall not relieve the Supplier from the obligation to deliver the Goods or provide the Services. The aforesaid penalty shall be the exclusive compensation for any delay in delivering the Goods or providing the Services. However, when the maximum cap is reached, Buyer is automatically entitled to immediately terminate/withdraw the P.O, and claim compensation for its damages. Buyer may also choose to waive its right to terminate/withdraw the P.O and instead accept delivery and claim compensation for its damages.

6.3 Penalty shall not apply if the original timelines or a new timelines is agreed by Buyer. In such a case the agreement on penalty shall continue to apply to the amended dates for performance.

6.4 In case where the Goods/Services cannot be delivered/provided to Buyer due to Supplier’s breach of any terms and conditions of the P.O, Supplier is liable to pay a penalty which shall amount to 8% (or a highest percentage permissible by Buyer’s local laws) of the total gross P.O value to Buyer upon Buyer’s request.

Confidentiality and Advertising

7.1 Supplier commits themselves to deem as business secrets and to keep confidential all commercial and technical information of Buyer which comes to their knowledge during the course of their business relationship, unless such information is or becomes public through no breach of the Supplier of any of its obligations and to keep such information confidential during the term of the P.O and for a period of five (05) years thereafter.

7.2 The specifications, designs, manufacturing data, drawings, models, patterns, samples and similar objects relating to the Goods/Services and provided by Buyer in connection with the performance of the P.O shall at all times be the property of Buyer and shall not be disclosed or made available or otherwise be made accessible to any third parties/Government Officials, without the prior consent of Buyer in written form. Supplier will use and maintain all of this information in such a manner that it is ensured the same is not used for any purpose detrimental to the interests of Buyer.

7.3 The Supplier agrees that its personnel present in the offices of Buyer (if applicable) will agree and abide by the office discipline of Buyer and will ensure that such personnel shall comply with the provisions of confidentiality with respect to all information that come into their possession or that comes to their knowledge while being present in the offices of Buyer.

7.4 The Supplier shall also ensure that all its employees who are provided access to Buyer’s confidential information/proprietary information shall follow the confidentiality obligations imposed by Buyer on the Supplier.

7.5 Sub-suppliers, if any, shall be made to commit themselves accordingly to the confidentiality provisions contained in this GPC.

7.6 Unless otherwise agreed in written form or unless required by mandatory applicable law, Supplier will not in any manner publish the fact that Supplier has furnished or contracted to furnish Goods/Services for Buyer. Supplier shall not use the name or trademarks of Buyer, or its products in Supplier’s advertising or other publication.

7.7 The provisions of confidentiality shall survive the expiration/ termination/ withdrawal of the P.O.

Trade Marks

Trade Marks of which the Buyer is either the registered owner or registered user, if so approved by Buyer shall be used by the Supplier only in the manner approved by Buyer. The usage of trade marks in the manner not approved by Buyer shall be strictly prohibited and in case of default, shall render the supplier liable to legal action.

Third Party Rights

If the goods/services supplied are used within the scope of contractual terms, the Supplier shall be liable for any claims resulting from the infringement of intellectual rights of third parties, either granted or applied for. The Supplier shall indemnify Buyer from the use of such rights.

Force Majeure

10.1 In case Force Majeure arises, the time period for the fulfilment of any obligation, which is affected by Force Majeure, will then be extended by a reasonable period of time and no party (Supplier and Buyer) shall claim compensation for delay or non-execution of obligations due to such Force Majeure. However, the party
affected by Force Majeure shall use its best efforts to minimize the consequences to remove the cause of non-performance, to co-operate with the other party in finding alternative ways and means of fulfilling its obligations and shall make up, continue and complete full performance hereunder without delay whenever such causes are removed.

10.2 Force Majeure shall, however, not relieve any party from its obligation to effect any obligation not affected by such Force Majeure and any contractual payment on the date when it is due except effecting of such payment is hindered by Force Majeure (e.g. earthquake, fire, flood, accidents, war, and riots).

10.3 Should an event of Force Majeure continue for more than three (03) months, Buyer shall have the right to terminate the pending P.Os with the Supplier, In such a case, Buyer shall pay to Supplier the price of goods/services delivered/completed in terms of the P.O up to the date of termination.

Environment, Health and Safety

11.1 Supplier shall achieve exemplary environmental performance in all areas of operations and thereby meet all statutory requirements. Supplier undertakes to comply with the applicable requirements in the ISO 9000 quality system standards and ISO 14000 environmental system standards; ISO TS 16949 or such equivalent standards as are specified by Supplier and agreed with Buyer.

11.2 Vehicle carrying the goods ordered by Buyer must have valid certificate on environmental protection as required by Buyer’s local laws and the driver should have valid driving license. Buyer reserves the right to deny entry in its premises, if above conditions are not met.

11.3 OHSAS 18001: Supplier must ensure that the necessary PPE (Personal Protection Equipment) of standard make/certified equipment must be used appropriately by the Supplier personnel. In case of transportation of hazardous/inflammable goods, Supplier must ensure that the driver of the vehicle being used for transportation is trained for safety measures and for measures to be taken in case of emergency.

11.4 The Supplier shall ensure that all safety norms, environmental regulations are duly fulfilled when they perform the services at Buyer’s premises. They shall also ensure that all policies, rules and regulations relating to Environment and Safety of Buyer are adhered to at the respective Buyer’s premises.

11.5 In case of any clarifications from the Supplier on applicable safety norms, environmental regulations, the Supplier is required to contact Buyer’s technical contact.

Non-exclusive

This arrangement is on a non-exclusive basis and does not prevent Buyer from availing similar goods/services from any other person or party.

Severability

Should one of the provisions of the GPC or SPC or of any additional stipulations agreed upon be or become invalid, the validity of the remaining part of these GPC and SPC shall not be affected thereby. The Parties are committed to replace the invalid provision by another provision with an equivalent commercial effect so far as possible.

Compliance with Laws

Supplier is obliged to desist from all practices which may lead to penal liability due to fraud or embezzlement, insolvency crimes, crimes in violation of competition, guaranteeing advantages, bribery, acceptance of bribes or other corruption crimes on the part of persons employed by the Supplier or other third parties. In the event of violation of the above, Buyer has the right to immediately withdraw from or terminate all legal transactions existing with the Supplier and the right to cancel all negotiations. The above notwithstanding, the Supplier is obliged to adhere to all laws and regulations applicable to both itself and the commercial relationship with Buyer.

House-ban Clause

Supplier has a duty to ensure that any employees used on site at Buyer and/or that any employees given access to any IT-systems in connection with fulfilling the requirements of this P.O must receive an admission and/or access authorization from Buyer. Individuals to whom Buyer or Buyer’s affiliate has declared a house ban, an admission ban, and/or an access ban cannot be used by the Supplier in the fulfillment of this P.O.

Amendments

Buyer reserves the right to add or amend or to add or to alter or modify or render inoperative any one or more of these terms by prescribing special conditions in the P.O and to the extent such addition or modification is made, the altered and the additional clauses shall have effect.

Termination

17.1 Either Party may terminate the P.0 by notice to the other Party with immediate if:

(i) a Party is in breach of an obligation under this Contract despite having been given due warning by the other Party and despite having had sufficient opportunity and time to remedy that breach. No warning is necessary if the violation of material obligations under this Contract is so grave that the other Party cannot reasonably be expected to continue the Contractual relationship any longer;

(ii) voluntary or involuntary proceedings are filed by or against a Party under bankruptcy or insolvency laws or under laws for arrangement, composition, judicial management, liquidation, dissolution, receivership or similar procedures, or either Party seeks or consents to similar relief or remedies without proceedings and, in the case of involuntary proceedings, they are not dismissed within forty-five days;

(iii) a court, arbitral tribunal or government authority having jurisdiction declares invalid or refuses to enforce any provision of this Contract, that provision is a material term of this Contract to the terminating Party and the Parties cannot reach an Contract on a replacement provision for the void or non-enforceable provision; and

(iv) a Force Majeure Event prevents a Party from performing its obligations under this Contract for more than ninety days and such failure to perform is continuing when notice of termination is given.

17.2 Buyer may unilaterally terminate this Contract by notice to Supplier with immediate effect upon the occurrence of the following events:

(i) Supplier is merged into another entity, dissolved, expropriated, sequestered or nationalized, or Supplier’s legal existence is suspended or revoked; or

(ii) Supplier is in breach of any representations or warranties expressly set forth in the P.O; or

(iii) Supplier makes any fraudulent statement or submission, or any material misrepresentation to Buyer.

Governing Law and Dispute Settlement

The P.O shall be construed and governed in accordance with the laws of the Buyer’s local.
Any dispute arising out of or in connection with the P.O shall be resolved by arbitration at the Buyer’s local International Arbitration Centre of Commerce and Industry in accordance with its Rules of Arbitration. The language to be used in the arbitral proceedings shall be Buyer’s local or English subject to the agreement by the Parties. Place of arbitration shall be in Buyer’s local. The arbitral award is final and legally binding upon both Parties.

Language

The P.O shall be made in English.

General

In addition to the General Purchase Terms and Conditions (“GPC”), the following Special Purchase Terms and Conditions (hereinafter called “SPC Goods”) shall apply to the Supply of Goods to Buyer save as varied by express agreement or by additional terms, if any, accepted in writing by both Parties:

1.1 All additional terms and conditions for the Supply of Goods by the Supplier shall be governed by this SPC Goods, to which reference shall be made in the Purchase Order or Purchase Contract (hereinafter called P.O.) or hereinafter, where appropriate.

1.2 Any other special conditions of the Supplier contrary to or different from the SPC Goods will not apply and shall not form part of the P.O., even if they were not rejected explicitly in any individual case, unless otherwise specifically agreed in writing by the Parties.

Packing and Despatch

2.1 No additional charges will be allowed for packing, forwarding, transport and insurance unless so agreed by Buyer. It is distinctly understood that the price shall be DDP (Delivery Duty Paid), unless otherwise agreed by Buyer.

2.2 The Goods shall be packed in accordance with commercial and industrial practice applicable for the nature of Goods supplied. Packaging shall be in such a manner to prevent from corrosion and other damages that may occur during transit. Damages to any goods for want or lack of proper packing without incurring the protection to goods will be at the Supplier’s risk.

2.3 The Supplier shall transport the Goods with a safe and reliable transporter, who shall adhere to all safety norms and regulations relating to transportation of Goods.

2.4 Insurance shall be a comprehensive insurance, covering shortages and any kind of damage to the Goods and shall also cover any losses or damages to any third party claims against Buyer.

2.5 Goods must be supplied/dispatched within the time subject to the condition specified in the P.O. The time and date of delivery stipulated in the P.O shall be deemed to be of the essence of the contract and delivery shall be completed not later than the date specified thereon. Should the Supplier fail to deliver the Goods within the period prescribed for such delivery, then Buyer shall be entitled to purchase elsewhere without notice to the Supplier and at the risk of the Supplier. However, Buyer reserves the right to accept or reject the Goods after the delivery timeline of the P.O.

2.6 Any kind of damage made to Buyer’s property by the Supplier’s personnel during the time of loading/unloading of the Goods shall be made good by the Supplier or Buyer will rectify and rectification charges will be recovered from Supplier.

Intellectual Property Rights

Supplier shall ensure that the Goods and the manufacturing processes do not infringe any third party’s patents, trademarks or service marks, copyrights, utility models, designs, confidential infor-mation and know-how as well as any other similar rights of any type under the laws of any governmental authority, domestic or foreign, whether or not they are eligible to be registered (“Intellectual Property Rights” or “IPR”).

Transfer of Title and Risks

Title to the Goods and risk of Goods shall be passed from the Supplier to Buyer at the time the Goods are delivered to Buyer, unless the Parties agree otherwise in writing.

Quality, Inspection, Rejection and Rework

5.1 The Goods shall be free from any defects with respect to the design and workmanship and shall comply with all applicable ISO norms and regulations.

5.2 Buyer and/or its representatives have the right to inspect/verify the Goods and its process at the Supplier’s end. This verification however, will not absolve the Supplier of its responsibility to supply the acceptable Goods nor shall it preclude Buyer’s right to reject such Goods. The Supplier shall make arrangements for free access of Buyer’s designated inspectors for inspection at the Supplier’s workshop/facility or at their sub-contractor’s workshop/facility.

5.3 Buyer has the right to reject any or all the Goods supplied by the Supplier against all or any of the P.O., if on inspection the Goods found to be:

(i) made of any inferior material, quality or standards not approved by Buyer;

(ii) not as per the specifications provided by Buyer;

(iii) received in broken and/ or in damaged condition;

(iv) not to the satisfaction of Buyer; and

(v) Goods delivered in excess of the quantity ordered in the P.O.

5.4 The Supplier shall remove the rejected Goods within two weeks from the date of intimation from Buyer. In case the Supplier fails to collect the rejected Goods within the timeframe mentioned above, Buyer will have the right to scrap the Goods. Buyer will have no liability whatsoever in respect of such scrapped Goods. The entire costs and consequences that may arise on rejection mentioned above for all or any Goods supplied by the Supplier shall be borne only by the Supplier without any cost, claim, charge, lien and or consequences accruing to Buyer. If Goods are not within the specifications and due to urgency, the Goods are rectified as indicated by Buyer’s inspection report, extra inspection and rectification charges incurred by Buyer shall be recovered from the Supplier.

5.5 In case of defective Goods, without prejudice to any other rights available to Buyer, Buyer shall have the right to reasonably elect to demand any of the following remedies according to the specific circumstances:

(i) repair, rework or replace the defective goods at Supplier’s cost; or

(ii) abatement of the purchase price in proportion of the reduced value and seek refund of the reduced value from the Supplier if the purchase price has already been paid; or

(iii) adjust the value of defective Goods against return of any money payable to the Supplier; or

(iv) execution by Buyer itself or through any third party of the remedies in (i) above and seek reimbursement of any related costs incurred by Buyer from the Supplier.

Representation and Warranties

6.1 The Supplier warrants that the Goods supplied to Buyer will be as per the technical standards agreed with Buyer.

6.2 The Supplier warrants that the Goods shall comply with all applicable national, state and Buyer’s local laws and regulations in the relevant sales market related to the Goods.

6.3 The Supplier warrants that it has valid title to the Goods and will deliver them free and clear of all liens and encumbrances.

6.4 The Supplier warrants that when using Buyer’s premises or facilities, it shall comply with all security and office regulations in effect at those premises or in regard to those facilities as notified by Buyer from time to time.

Training

7.1 Where the Goods supplied by the Supplier requires training for its usage, the Supplier shall conduct training to Buyer’s personnel/agents/representatives on the date and time convenient to Buyer.

7.2 Where the training is provided by the Supplier at the request of Buyer, then in such cases, the cost of training shall be mutually discussed and agreed upon between Buyer and the Supplier.

Indemnity

The Supplier shall be liable and responsible for any product liability claims for the Goods supplied by them. If Buyer is faced with a product liability claim involving death or bodily injury or damage to property which arises out of or in connection with Goods or their use by Buyer, the Supplier will indemnify Buyer in respect of such claims unless they arise by reasons of negligence by Buyer.

Termination

9.1 Timelines, quality of Goods, terms of P.O, GPC and SPC Goods is the essence of this arrangement. Failure or non-adherence to the above on the part of the Supplier will lead to withdrawal of the P.O. without any compensation or consequences to Buyer. However Buyer retains the right to claim damages or any available legal remedy.

9.2 However, notwithstanding the above, either party may terminate this arrangement for convenience by giving 30 days’ notice in writing to the other party or as mentioned in P.O.

9.3 Upon termination or expiration of this arrangement, the Supplier shall immediately cease to operate the Goods and not hold itself in any way as Buyer’s Goods Provider, otherwise agreed by Parties in writing. Simultaneously Supplier refrain from any action that would or may indicate any relationship between Supplier and Buyer.

9.4 The expiration or termination of this arrangement order shall be without prejudice to the accrued rights of Buyer.

9.5 In the event of termination of this arrangement for any cause whatsoever, the Supplier shall have no claim against Buyer of any sum by way of compensation damages or otherwise.

9.6 Other events of termination shall be as per the GPC.

Language

The P.O shall be made in English.

General

In addition to the General Purchase Terms and Conditions (“GPC”), the following Special Purchase Terms and Conditions (hereinafter called “SPC Services”) shall apply to the Services provided to Buyer save as varied by express agreement or by additional terms, if any, accepted in writing by both parties:

1.1 All additional terms and conditions for the Services by the Supplier shall be governed by this SPC Services, to which reference shall be made in the Purchase Orders / Purchase Contracts (hereinafter called “P.O” where appropriate).

1.2 Any other special conditions of the Supplier contrary to or different from this SPC Services will not apply and shall not form part of the P.O., even if they were not rejected explicitly in any individual case, unless otherwise specifically agreed in writing.

1.3 Unless the performance of an additional Scope of Work requested by Buyer is impossible or unreasonable for the Supplier, the Supplier shall agree to enter in such additional Scope of Work for reasonable fees and expenses.

1.4 The Supplier shall not commence any work or services without the execution/ documentation of any relevant Scope of Work or without the receipt of any written requests by Buyer to commence such work. In the event Supplier commences or performs any work without executing any Scope of Work or without receiving any written request from Buyer, Buyer would not be liable to pay any fees related thereto to the Supplier for such work/services rendered/performed.

Relationship

The relationship between the Supplier and Buyer shall be on a Principal-to-Principal basis and does not create and shall not deem to create any Principal and Agent relationship or Employer-Employee relationship. The Supplier shall not by any acts, deeds or otherwise represent to any person that the Supplier are representing or acting on behalf of Buyer.

Output / Deliverables

3.1 The term “deliverables” shall mean all work, drawings, materials conceived, tools, systems, processes, methodologies, developments, analysis, computer programs, documentation in electric form, results originated or prepared by the Supplier for Buyer and all intellectual property rights subsisting therein and the services mentioned in the P.O.

3.2 All the deliverables arising out of the services covered under this arrangement shall solely belong and vest with Buyer and the Supplier shall not claim any rights or interest on the same.

3.3 Buyer shall be the sole and exclusive owner of the deliverables and that Buyer shall have the exclusive usage rights, unlimited in time, for all forms of use of the deliverables. Buyer shall, in particular, have the right to duplicate, edit, redesign or translate such deliverables or to distribute it in such modified form or in the original form without restriction.

Intellectual Property Rights

4.1 The Supplier agrees and understands that the Services performed by them under this arrangement is on “Work made for hire” basis and that the deliverables and all other intellectual property rights subsisting therein, shall solely belong and vest with Buyer and that the Supplier shall not claim any ownership right or license or any such rights on the same.

4.2 Buyer shall be the Exclusive Owner of all such output/deliverables, including but not limited to designs, concepts, images, branding, outputs, research reports, compilation of data and other rights that accrue during the performance of the Services and the Supplier shall not claim any right or retain any such information at their end.

4.3 The Supplier undertakes that the intellectual property rights, if any on the services performed by the Supplier’s personnel shall belong and vest with Buyer.

4.4 In case, where the Supplier’s IPR are involved in the deliverables, the Supplier hereby grants an irrevocable perpetual non-exclusive license to Buyer for the usage of the IPR belonging to the Supplier.

4.5 Buyer shall be the owner of all the supporting documents, any other documents and unprotected knowledge resulting from the said arrangement.

4.6 The Supplier represents that they are under no contractual or other restrictions or obligations which are inconsistent and/or interfere with the performance of the Services.

Performance Review

Buyer shall at any time carry out the review of the services performed by the Supplier. In case of any improvements/action points identified, Buyer shall intimate the same and the Supplier is requested to implement the same immediately without fail.

Representation and Warranties

6.1 The Supplier represents that it has the required experience, expertise and requisite skills in performing the Services covered under this arrangement and that your personnel possess the professional and technical skills required performing such Services.

6.2 The Supplier warrants that it shall always meet the required standards and specifications agreed with Buyer.

6.3 The Supplier represents that it is aware of all laws, regulations, orders, and other governmental requirements pertaining to performance of the Services covered under this arrangement.

6.4 The Supplier represents that it has been granted proper business license, permissions or approvals by competent authorities to provide the Services to Buyer. In case of any licenses for Buyer’s event/service contemplated in the P.O are required and the Parties have agreed that Supplier shall obtain such licenses or on behalf of Buyer, Supplier shall furnish Buyer with such licenses at least 5 (five) working days prior to the commencement of such event/service. Supplier warrants that it will perform the services in compliance with all necessary and applicable permits and licenses.
6.5 The Supplier represents that no actions have been brought or are likely to be brought against them that could prevent from performing the services and have an adverse effect on Buyer.

6.6 The Supplier represents and warrants that it shall perform their responsibilities under this arrangement in a manner that does not infringe, or constitute an infringement or misappropriation of, any patent, trade secret, copyright or other proprietary right of any third party.

6.7 The Supplier warrants that it shall perform the services as per the timelines and milestones agreed with Buyer.

Duties and Obligations

7.1 The Supplier shall ensure that their manpower deployed for performing the Services are duly covered by the protection given under various labour legislations.

7.2 The Supplier shall always employ only competent persons with unblemished track record for carrying out the services. In the event of any adverse report about the deputed manpower, Buyer shall immediately demand for replacement of such manpower within the time frame stipulated by Buyer.

7.3 The Supplier shall be responsible for payment of salaries and wages and other legal dues to their manpower and shall maintain proper books of accounts, records and documents as prescribed under various statues, rules and regulations.

7.4 Supplier shall take necessary insurance coverage for all their manpower that performs the services in accordance with Buyer’s local laws.

7.5 The Supplier shall ensure that all their manpower shall at all time abide by the rules & regulations and the policies as applicable at Buyer’s premises.

7.6 The Supplier shall ensure that their manpower while performing the services at Buyer’s premises shall observe the standard or cleanliness, decorum, safety and general discipline, as may be prescribed by Buyer.

7.7 The Supplier shall ensure to prevent their manpower from entering the premises of Buyer, if Buyer considers their presence undesirable.

7.8 The Supplier shall be solely responsible for any negligent act committed by your personnel within Buyer’s premises, which may result in bodily injury, loss to property, accident, death etc.

7.9 The Supplier understands that in case of death or bodily injury to any of their manpower while carrying out the services, Buyer shall not be liable or bound to pay any monetary compensation or otherwise be responsible in any manner whatsoever and the Supplier shall be solely responsible for the same.

7.10 The Supplier is required to provide copies of necessary documents as and when called for by Buyer, evidencing compliance with all statutory laws and regulations. The Supplier hereby grants Buyer and the Service Recipients the audit and instructions rights relating to the area of responsibility assigned under this P.O.

7.11 The Supplier shall carry out the services as per the terms and conditions as specified under this P.O. Besides, Buyer shall from time to time issue guidelines as to the manner in which their personnel shall discharge their duties, responsibilities and obligations under this P.O.

7.12 The Supplier shall impose confidentiality obligations on their personnel similar to that of non-disclosure agreement executed with Buyer if any. The Supplier’s personnel shall not disclose to any third party any confidential information or knowledge concerning the businesses of Buyer, and the Supplier shall take all such steps at their own expense as Buyer may direct in order to enforce or restrain any such disclosure.

7.13 The Supplier shall ensure that the manpower employed by them shall not act in contravention of any of the instructions issued by Buyer from time to time, or shall not misbehave or commit any fraud or is involved in any criminal or civil case. If the Supplier’s manpower is involved in such activities, then Supplier shall indemnify and keep Buyer indemnified from the consequences of any such act as a result of which Buyer suffers any loss.

7.14 The Supplier’s manpower shall not under any circumstances be construed as the employees of Buyer and they shall not act in any manner act to make any third parties believe, that they are the principal employees of Buyer.

7.15 The Supplier will utilize the Equipment/Goods/Products (“Equipment”), if any provided by Buyer exclusively for the purpose of performing the Services covered under this P.O.

7.16 The Supplier shall carry out periodical maintenance of the above said Equipment, as per the instructions given by Buyer.

7.17 The Supplier shall be responsible for any wrong usage of Equipment and shall take all necessary precautions to avoid such instances.

7.18 The Supplier agrees that Buyer is the absolute owner of the Equipment and the Supplier shall promptly return the Equipment to Buyer once all the services are completed or at any time as required by Buyer.

7.19 The Supplier shall compensate Buyer for any loss or damage caused to the Equipment due to any accident, mishandling and theft during the time the Equipment is under the management of the Supplier under this arrangement.

7.20 In the event of Supplier’s failure to perform any of their obligations under this arrangement, Buyer is entitled to make alternate arrangement. In such cases, all costs/expenses incurred by Buyer for such alternate arrangement shall be covered from the Supplier by way of deduction from the Supplier’s pending bills.

7.21 The Supplier shall not any time use or attempt to use Buyer’s Trade mark/name or logo for any purpose, including for the purpose of this Service unless specifically authorized by Buyer in writing.

Additional Purchase Terms and Conditions Applicable to Special Services

In addition to the above Purchase Terms and Conditions, the following additional conditions shall apply to the special services provided by the Supplier to Buyer:

8.1 Additional Conditions applicable to Manpower Services:
(i) The Supplier shall be responsible for their employees deployed pursuant to this arrangement and shall comply with all applicable labour laws of the country, maintain records that are required to be maintained under the said laws and produce the same for inspection as and when called upon by Buyer;

(ii) The Supplier shall always employ personnel who has attained the age of majority as per laws and undertakes not to act in violation of any Labour Laws or any other laws in force;

(iii) The Supplier shall provide sufficient number of manpower and agrees to increase or reduce the number of manpower in accordance with the requirements of Buyer from time to time;

(iv) The Supplier shall, if required, depute their manpower at different shifts as per the requirements of Buyer;

(v) The Supplier shall engage sufficient supervisory personnel, if required to supervise the Services carried out by their manpower to ensure that the services are rendered to the satisfaction of Buyer;

(vi) In case of any absenteeism of Supplier’s manpower, the Supplier shall immediately depute suitable alternate manpower to carry out the Services as per the requirements of Buyer. The Supplier shall always ensure that their manpower deputed is properly dressed with neatly ironed shirts and pants. The Supplier shall be responsible for providing their manpower with proper uniform and shoes, if required;

(vii) The Supplier’s manpower shall not have any claim whatsoever on Buyer, and shall not raise any Industrial dispute, either directly or indirectly, with or against Buyer, in respect of any of the service conditions or otherwise;

(viii) Buyer shall have no liability towards Salary, Wages, Insurance, Gratuity, Retrenchment Compensation; or any other compensation for labor accident, death; or any other claims whatsoever to the Supplier’s employees during the time the Supplier’s employees work at Buyer under this arrangement;

(ix) The Supplier shall ensure that their manpower shall at all times conduct themselves within the parameters prescribed by Buyer, if any and shall not commit, abet or permit the commission of any illegal act while working and in the event of any illegal act being committed or abetted, the Supplier shall be liable for all consequences thereof and Buyer shall not be liable either directly or indirectly;

(x) The Supplier shall ensure that their manpower shall not remain within the premises of Buyer after completion of their working hours, unless warranted by Buyer;

(xi) The Supplier shall immediately notify Buyer in writing if any of their manpower has committed any breach of the employment agreement or has committed any act amounting to moral turpitude or has been arrested by the police or removed from their employment or committed any act which in the Supplier’s opinion affects the integrity of the person. Buyer shall have the right to call upon the Supplier to replace any manpower who, in the sole opinion of Buyer, is jeopardizing the interest of Buyer,
and the Supplier shall forthwith comply with the demand of Buyer; and

(xii) The Supplier shall ensure that their manpower engaged shall not use any illegal or unlawful means in performing their obligations. For any illegal or unlawful acts, the Supplier alone shall be responsible for the consequences and agrees to indemnify and keep Buyer indemnified, at all times against any suits, claims, demands, petitions, actions, proceedings etc., filed/initiated against Buyer.

8.2 Additional Conditions applicable to Logistics Services:
(i) The Supplier shall at their own cost and responsibility, engage such staff/labour required for due performance of their obligations under this arrangement;

(ii) The Supplier shall ensure that their employees do not cause any damage to Buyer’s property or to the products and shall ensure safety of the products;

(iii) The Supplier shall be solely responsible and liable for any loss or damage caused to any third party during performance of the obligations due to negligence or otherwise on the part of their employees;

(iv) The Supplier shall always comprehensively insure the materials, plants and tools used for providing the services, if required and shall provide copies of insurance policies to Buyer in this regard;

(v) In case of any insurance claims, the Supplier shall provide all necessary assistance as required by Buyer to process the claims. The Supplier shall immediately bring to Buyer’s notice, arrange for necessary survey wherever insisted by Buyer /obtain damage certification from concerned authorities who are custodians to Buyer’s material. Any damage /pilferage due to negligence on the Supplier’s part which are not acceptable as claims by insurance company shall be borne by the Supplier;

(vi) All vehicles used by the Supplier for the transportation of Buyer’s Products shall conform to Government regulations and Motor Vehicles Act & Rules applicable from time to time;

(vii) In case of transportation is involved in the Services, then the Supplier shall engage only competent and experienced drivers for driving the vehicles. The Supplier shall ensure that the drivers shall never drive the vehicles after consuming alcohol and shall at all times comply strictly with all traffic rules & regulations of the respective States. In the event of any accident, the Supplier shall report the same immediately to Buyer and further ensure that the drivers duly comply with all requirements of law. In such an event, the Supplier shall take all necessary steps to ensure safety of Buyer’s property;

(viii) The Supplier shall ensure that the property of Buyer shall not be seen or inspected by any third party other than Government Authorised Personnel during transit period;

(ix) All goods received and held by the Supplier from Buyer under this arrangement will not at any time be subject to lien for moneys due to the Supplier; and

(x) If any third party files any litigation against Buyer seeking any claims/damages etc., it shall be defended appropriately by Buyer at the Supplier’s costs and expenses, and the same shall be deducted from the amounts payable to the Supplier. The Supplier agrees to extend their utmost co-operation and assistance as required by Buyer for defending such litigations.

8.3 Additional Conditions applicable to Information Technology (“IT”) Services:
(i) Buyer will receive the Services not only for its own benefit, but also for the benefit of the Service Recipients. Unless expressly agreed otherwise, the transfer of assets (hardware, software and existing contractual obligations with third parties) to the Supplier is not covered by P.O/P.C;

(ii) The Supplier shall carry out the obligations and functions pertaining to the Services in accordance with the guidelines, instructions and procedures, prescribed by Buyer from time to time;

(iii) Supplier shall be solely responsible for pre-assignment as well as recurring background screening for persons planned or scheduled for assignment at Buyer’s/Supplier’s premises subject to the requirements that the affected Manpower has given its express consent and that such inspection does not infringe any provisions of data protection or labour and employment law. By assigning Supplier Manpower to Buyer’s premises, Supplier attests that Supplier has completed a satisfactory background check on the Supplier Manpower being assigned;

(iv) Background screening shall be at the Supplier’s firm’s expense and shall not be reimbursable by Buyer unless agreed upon in a written contract. Supplier’s firm shall authorize Buyer’s representatives to conduct audits, compliance reviews and investigations, which may require review of background screening records. If the Supplier falsifies and/or knowingly reports an incorrect background status for Supplier Manpower assigned to and/or working at Buyer’s premises shall be dismissed and removed from the job and barred from conducting further business with Buyer;

(v) The Supplier shall ensure that all their manpower shall at all times abide by the rules & regulations and the policies as applicable at Buyer’s premises. The security measures to be taken by the Supplier for the performance of the Services as from the relevant start of the Services are directed by Buyer In case any media is used by the Supplier’s Manpower, Supplier must ensure that such media/software are duly inspected for malware (e.g. Trojan horses, viruses, spyware), using the most up-to-date testing and analytical method. If malware is discovered, the data media may not be used. If the Supplier becomes aware of malware, the Supplier will inform Buyer thereof without undue delay. If required, the Supplier will update the security concept to adapt it to changing threats, including any changes to the systems and processes used for the performance of the Services. Before its implementation, the revised security concept shall be presented to Buyer for review and mutual agreement;

(vi) Irrespective of the Supplier’s obligation to continuously review and adapt the security concept, Buyer may request the Supplier to modify the security concept due to the Buyer’s increased security requirements at any time. In such cases, the change order procedure shall apply. If the Supplier suspects that its security measures of Buyer has been breached, or in the event of any other incidents that are of relevance to security during the provision of the Services, the Supplier shall inform Buyer in writing without undue delay;

(vii) The Supplier’s manpower shall not have any claim whatsoever against Buyer, and shall not raise any Industrial dispute, either directly or indirectly, with or against Buyer, in respect of any of the service conditions or otherwise;

(viii) The Supplier shall immediately notify Buyer in writing if any of their manpower has committed any breach of the employment agreement or has committed any act amounting to moral turpitude or has been arrested by the police or removed from their employment or committed any act which in the Supplier’s opinion affects the integrity of the person. Buyer shall have the right to call upon the Supplier to replace any manpower who in the sole opinion of Buyer is jeopardizing the interest of Buyer, and the Supplier shall forthwith comply with the demand of Buyer; and

(ix) The Supplier shall ensure that their manpower engaged shall not use any illegal or unlawful means in performing their obligations. For any illegal or unlawful acts, the Supplier alone shall be responsible for the consequences and agrees to indemnify and keep Buyer indemnified, at all times against any suits, claims, demands, petitions, actions, proceedings etc., filed/initiated against Buyer.

Duties and Responsibilities of Buyer

Buyer shall provide all necessary inputs, specifications and standards, at the agreed time with the Supplier for the performance of the Services covered under this P.O. Buyer shall sort out relevant queries raised by the Supplier during the execution of the services by the Supplier.

Indemnity

The Supplier shall be liable and responsible for any claim involving death or bodily injury or damage to property which arises out of or in connection with Services or their use by Buyer, the Supplier will indemnify Buyer in respect of such claims, unless they arise by reasons of negligence by Buyer.

Assignment / Sub-Contracting

The Supplier shall perform the Services on their own and shall not assign, transfer or sub-contract any of their rights and obligations, except with the prior written permission of Buyer shall be entitled to assign/transfer its rights and benefits to any other person.

Termination

12.1 Buyer shall terminate the P.O. immediately without any further notice or payment in lieu of such notice, if the Supplier fails or neglects to observe or commits or allows being committed any breach of the terms, conditions provision or stipulations of the P.O, GPC and SPC Services.

12.2 However, notwithstanding the above, either party may terminate this arrangement for convenience by giving 30 days’ notice in writing to the other party or as mentioned in P.O.

12.3 Upon termination or expiration of this arrangement, the Supplier shall immediately cease to operate the Services and not hold itself in any way as Buyer’s Service Provider, and refrain from any action that would or may indicate any relationship between Supplier and Buyer.

12.4 Upon termination of this arrangement, the Supplier shall not withdraw their manpower abruptly and shall ensure that the work or assignment undertaken by them shall be completed and there is no work pending which shall cause loss or inconvenience to Buyer.

12.5 The expiration or termination of this arrangement order shall be without prejudice to the accrued rights of Buyer.

12.6 In the event of termination of this arrangement for any cause whatsoever, the Supplier shall have no claim against Buyer of any sum by way of compensation damages or otherwise.

Waiver

Any waiver by Buyer of any breach by the Supplier shall not operate or be construed as a waiver of any subsequent breach or any other provisions hereof.

Language

The P.O shall be made in English.