PO HAZ 1718168- Annexure - I

Annexure – I
Terms and Conditions

1. Material is being supplied under this Order on FOR Site.

2. Material supplied will be as per the required specification and approval, fail in the
same will leads to rejection of material. Material supplier will be as per the
specification (details as mentioned in PO), failure in the same will leads to rejection
of material.
3. Unit Rates mentioned herein are inclusive of all but not limited to
a. Levies, duties & Taxes
b. P&F Charges
c. Freight till Company site at Hazira
4. Supplier has to provide
a. Internal Test/Inspection Certificate
b. Guarantee Warrantee certificate
c. MOC (from Manufacturer ) and dimension certificate
5. Material will be supply within 3 days.
6. Material supplied will be with sufficient packing to prevent any damage to material.
Deviation in the same will leads to the rejection of material without any payment.
7. Payment:
100% will be made in within 7 days of material receipt and after submission of
required documents as above.
8. Other Conditions and Stipulations: All personnel shall wear steel-toed safety boots,
safety glasses and helmets. Over and above the Contractor / Supplier shall abide
by all our Health, Safety and Environmental policies.
9. All other terms and conditions printed overleaf of Purchase Order.
10. Contractor has to follow Company’s all applicable policies such as “Safety Policy”,
“Code of Ethics and Business Conduct” , “Anti-Corruption Policy” , etc.
11. PAN & GST number of Company are as follows:
IT PAN No. AAACN7060L
GST Provisional ID : 24AAACN7060L1ZE
12. Supplier has to provide the GST Exemption in case of Exemption Certificate
provided by the Company.

13. Standard Contract Terms

01.0 Relationship of Parties

01.1 No Partnership

It is not the intention of the parties to create, and nothing in this Agreement shall be
deemed to create, or construed as creating, a partnership or giving any party any of
the rights of, or subjecting either the Company or the Contractor to any liabilities as,
a partner of the other.

01.2 Representation Limited

Except to the extent expressly provided in this Agreement it is not the intention of
the parties, and nothing in this Agreement shall be construed, interpreted or

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deemed, to authorize the Contractor to act as an agent, representative or employee

of the Company.

To the extent that any provision of this Agreement authorizes the Contractor to
represent the Company (whether as an agent or otherwise) in carrying out any of
its obligations under this Agreement the authority shall not be a general authority
but shall be limited and restricted to the specific authority granted by that provision
of this Agreement.

To the extent that the Contractor may represent the Company (whether as an agent
or otherwise) it’s authority to do so shall be limited and restricted to representing the
Company in compliance with the provisions of this Agreement and any act or thing
done by it which does not comply with the provisions of this Agreement is beyond its
authority and shall not be binding on the Company and shall be deemed to be done
on its own behalf and not on behalf of the Company.

02.0 Ethical Business Practices

The Contractor shall at all times carry out its obligations under this Agreement in a
lawful manner consistent with high ethical standards. The Contractor acknowledges
that it has received a copy of the Code of Ethics and Business Conduct (Attached as
Appendix I) of the Company and it understands the provisions of that policy and it
agrees that it will comply with such policy in carrying out its obligations under this
Agreement.

03.0 Conflicts of Interest

The Contractor shall not pay any fee, commission, rebate, kickback, gift or
anything else of value to or for the benefit of any director, officer or employee of
the Company, nor will the Contractor do business with any company knowing the
results might directly or indirectly benefit any director, officer or employee of the
Company.

The Contractor will not, and will not allow any of its employees to, engage in any
activities contrary or detrimental to the best interests of the Company.

The Contractor undertakes that it will avoid any conflict of interest between its own
interests (including the interests of Affiliates) and the interests of the Company in
dealing with suppliers, customers and all other organizations or individuals doing or
seeking to do business with the Contractor or the Company in connection with
activities contemplated under this Agreement.

04.0 Representations, Warranties and Other Provisions Related to Anti-

Corruption Laws and Policy

04.1 The Contractor represents warrants and agrees as follows:

(a) It has received a copy of the Anti-Corruption Policy of Company (Attached as

Appendix I) and it understands the provisions of that policy pertaining to anti-
bribery and anti-corruption and it agrees that it will comply with such policy in
carrying out its obligations under this Agreement;

(b) This Agreement may be terminated at Company’s sole discretion, in the event
that Contractor has made, attempted to make, makes, attempts to make, or
proposes to make, an Improper Payment as defined in the Anti-Corruption Policy
or otherwise violates any other provision of this part of this Agreement;

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(c) It, its Affiliates and employees or any third parties on their behalf have not made,
promised, given, offered, or authorized and undertake not to make, promise, give,
offer, or authorize with respect to the matters which are the subject of this
Agreement, any payment, gift, promise or other advantage, whether directly or
through any other person or entity, to or for the use or benefit of any public
official (i.e. any person holding a legislative, administrative or judicial office of
any kind, whether appointed or elected, including any person employed by or
acting for a public agency, a public enterprise or a public international
organization) or any political party or political party official or candidate for office,
or any private third party, with the intention of inducing such person to perform a
relevant function or activity improperly, or with the intention of rewarding such
person for the improper performance of such function or activity, and in any event
where any such payment, gift, promise or advantage would violate and/or
contravene the principles set out in (i) the applicable laws of India; (ii) the laws
of the country of incorporation of that Party or that Party’s ultimate parent
company and of the principal place of business of the ultimate parent company;
or (iii) the principles described in the OECD Convention on Combating Bribery of
Foreign Public Officials in International Business Transactions; or (iv) the
Corruption of Foreign Public Officials Act (Canada);

(d) It, its Affiliates and employees or any third parties on their behalf have not made,
promised, given, offered, or authorized and will not to make, promise, give, offer,
or authorize with respect to the matters which are the subject of this Agreement,
any payment, gift, promise or other advantage, whether directly or through any
other person or entity, to any private third party, with the intention of inducing a
person to perform a relevant function or activity improperly, or with the intention
of rewarding such person for the improper performance of such function or
activity;
(e) It, its Affiliates and employees or any third parties on their behalf have not made,
promised, given, offered, or authorized and will not to make, promise, give, offer,
or authorize with respect to the matters which are the subject of this Agreement,
any kickback (including the improper utilization of subcontracts, purchase orders,
consulting agreements or gifts) to channel payments to any Public Official,
employees or other representatives of Public Officials or any private third party or
to their relatives or business associates whether directly or through any other
person or entity;

(f) With respect to the matters which are the subject of this Agreement, none of it,
its Affiliates or employees is or has been the subject of any investigation, inquiry
or enforcement proceedings by any governmental, administrative or regulatory
body or any customer regarding any offence or alleged offence under any
applicable Laws or Regulations, and no such investigation, inquiry or proceedings
have been threatened or are pending, and there are no matters, facts or
circumstances likely to give rise to any such investigation, inquiry or proceedings;

(g) Neither it, nor any of its owners, directors, officers, principals or key employees
nor any of their family or relatives are Public Officials and that it will promptly
inform Company of any changes in that regard;

(h) It will maintain (and make available to Company for inspection at all reasonable
times) a record of the names and contract terms for all sub-contractors and/or
sub-agents who are retained by it in connection with transactions with any Public
Officials in relation to Company’s business;

(i) Any payment to be made by Company to Contractor pursuant to this Agreement

shall be by cheque made out in the name of the Contractor or by wire transfer to
a bank account that is registered in the name of the Contractor, and located in

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the country in which the Contractor performed the services unless there is a
satisfactory explanation acceptable to, and accepted by, Company for other
arrangements;

(j) It will provide documentation acceptable to Company supporting all requests by it

for expense reimbursement. It will keep detailed records for all expenses incurred
by it carrying out its obligations under this Agreement;

(k) It will make and keep books, records, and accounts related to the performance of
its obligations under this Agreement that conform to high professional standards
of accuracy and consistency and that, in reasonable detail, accurately and fairly
reflect all of the Contractor’s transactions and the disposition of any assets
related to such performance;

(l) It will in good time respond in reasonable detail to any notice from Company
reasonably connected with the above representations and warranties and furnish
applicable documentary support for such response upon request from Company;

(m) Company has the right to audit the Contractor’s performance and compliance with
this Agreement, including all invoices and expenses incurred by Contractor in
carrying out its obligations under this Agreement;

(n) The assignment of this entire agreement or any rights, duties or obligations under
this Agreement by the Contractor is prohibited without Company’s prior written
consent.

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