ENPI/December/Acme Consultants/AM32

Date: 27-12-2011

Customer Details: - Acme Consultants Pvt Limited

Kind Attn: Mr. HK Saha Bhaumik

Sub: Offer for Supply of Solar Inverters.

Dear Sir,

We thank you for the interest shown in our products and we are pleased to
submit our techno-commercial offer for the Solar Inverter as per the
specifications attached

We enclose the following documents for your kind consideration and reference.

1. Company Profile (with Product Range)

2. Technical Offer
3. Price offer with commercial terms and conditions

Trust the above is inline with your requirements and please feel free to contact
undersigned

We look forward receiving your valuable order

Thanking you,

Yours faithfully

For Emerson Network Power (India) Pvt. Limited

Abhijeet Mukherjee

09007018229
Company Profile
 Company Profile

Emerson Network Power (India) Private Ltd., (formerly Tata Liebert Limited) is a wholly owned
subsidiary of Emerson Electric USA, $US 24.8 billion Fortune 500 Company. Set up in
September 1993, the Indian subsidiary has seen a consistent growth rate of more than 30% p.a.,
over the last 16 years. After the company transitioned itself to Emerson Network Power India in
2001, the company has made a conscious effort to align itself with its global parent. From grid to
chip for telecommunication networks, data centers, health care and industrial facilities, Emerson
has moved from being a UPS and Precision AC manufacturer to a “Global Leader in enabling
Business Critical Continuity solutions.”

Emerson Network Power India’s solutions cater to an array of large enterprises spanning across
Government, BFSIs, BPOs, Industrial Process Control Rooms, Food Processing Industries,
Broadcast Facilities, Building Services Control Rooms, Surveillance and Monitoring Centers and
Retail Malls.
Emerson Network Power has been amongst the pioneers to develop and introduce energy
efficient products/concepts. In a breakthrough move, in 2008, Emerson Network Power India
unveiled Energy Logic concept for datacenters that has virtually removed the three most critical
constraints faced by data center managers today: power, cooling and space.
An ISO 9001 certified company; Emerson Network Power (India) Private Ltd., crossed a major
milestone in its quality journey when it was accorded Level II recognition by MAIT (Manufacturers
Association for Information Technology) in 1998. This is the highest ever recognition accorded by
MAIT in India for a company and the first in the manufacturing sector. In 1999, the Confederation
of Indian Industries (CII) recognised the company for its strong commitment to Quality through a
Certificate under the CII-Exim Business Excellence Award.
Emerson also has a long list of awards to its credit, notable ones being:
• MAIT Excellence in Exports award in the Hardware category
• The Maharashtra IT Award in the IT Hardware category
• Frost & Sullivan “Voice of Customers Awards” for the Indian UPS Industry

Apart form this, the company has won various product line & customer service leadership awards
in IT/ITES/Data Centers, Large Enterprises, Hospitals, Telecom and Customer service leadership
award in Banking/Insurance/ Non-banking financial.

Emerson Network Power (India) Private Ltd. is headquartered in Thane, Maharashtra and is
supplemented by a strong national network of 31 branch offices. Emerson Network Power (India)
Private Ltd. today addresses the requirements of various markets through 60+ business partners;
network solution partners and resellers pan India.

Liebert, Asco Power Technologies, and Emerson Energy Systems are divisions of Emerson and
Emerson Network Power. Through its Emerson Network Power companies, Emerson is serving
network-dependent data, telecommunications and Internet-related businesses with a full
spectrum of reliable power and connectivity solutions.

More information on Emerson Network Power, its services and solutions is available
at: www.emersonnetworkpower.co.in
Product Portfolio

1. PV Grid Connected Inverters

Range: 1 KW to 250 kW Applications:
Power Plants, Rooftop applications-Commercial and Industrial, BIPVs,

2. Uninterrupted Power Systems (UPS)

Range: 600VA to 4800 kVA; Applications: Datacenters, Server rooms, Telecommunications,
Industrial Process & Motion Automation, Banking, Insurance & Financial Services, InfoCom, Wi-Fi
Hot Spots, Medical Imaging Equipment, Satellite Up linking & earth stations, Fire alarm systems,
Security systems, Software Technology parks

3. Static Transfer Switches (STS)

The STS is a solid-state, three-pole, dual-position transfer switch designed to automatically and
manually switch between two synchronized three-phase AC power sources without an
interruption of power to the load; Sensing and transfer time 4-6 ms; Types include Static Switch
(6 kVA); Static Transfer Switch 2(3-ph, 100-1000A);

4. Power Distribution Units (PDU)

PDUs are designed to efficiently deliver conditioned power from UPS to Critical loads. Features
include monitoring, grounding, expansion capabilities & custom distribution; Types include
Precision Power Center (Available with Isolation Transformer, in 3-ph, 15 –225 kVA systems,
upto 4 Panels each 42 poles); Remote Distribution Center (3-ph, 4-wire-plus-ground, 225A, 168
poles); Free standing rack distribution unit (3-ph, 4-wire-plus-ground, 225A, 168 Poles); Power
Distribution units are also available with Static Transfer Switch 2 (3-ph, 250 – 800A);

5. Sites can Web - Site Monitoring Solutions

A Web- Based Site monitoring, Alarm Management and Trending/Analysis for critical sites;
Shows exactly where is the problem; Monitors virtually any piece of critical equipment located in
next room/in a facility on other side of the country; Oversees multiple facilities located thousand
miles apart; Ability to interface with Building Management System/other facility supervisory
equipment; Can be tailored to the specific requirements of critical support infrastructure;
Applications: Computer rooms, Telecommunication centers, Industrial process control facilities,
locations housing sensitive electronic equipment

6. Battery Monitoring Solutions

Battery Monitoring solutions help in preventing battery failure, extending battery life, reducing
maintenance cost & increasing safety; Features - checks the health status of each cell by
proactive DC resistance test, scans pertinent battery parameters for every 4 sec; Trend Analysis;
Remote notification; Types include BDS – 40(Designed for 12V sealed batteries; monitors upto
32 cells); BDS –256(Supports 2V, 4V, 6V, 8V & 12V modules; NiCad cells; Monitors 256Cells);
7. Precision Air Conditioners (PAC)
A complete line of high capacity precision air conditioning systems, from 6 to 60 tons, protects
areas housing critical equipment with precise, reliable control of temperature, humidity and
airflow. Floor mounted, Wall/Ceiling mounted, Rack mounted, Extreme density systems, chillers,
Heat rejection & air conditioners for Telecom shelters are available

8. DC Power Systems
A complete line of DC power systems have been designed for modularity and easy servicing for
the needs of DC dependent Telecommunication equipment (Network Access equipment,
Transmission equipment, BTS, MSC, BSC, Microwave Communication equipment, Surface
station of Satellite Communication); Range: (5A – 6600A) @ 48V

9. Automatic Transfer Switches (ATS)

ATS transfers the critical load to emergency sources reliably in the event of failure of utility power;
Features include neutral overlapping, repeatedly fast transfer operation, Microprocessor based
Control panel, Serial communication capability etc; Range: 30 – 4000A. Applications:
Telecommunications, Infotech, Process & Industrial Town ships, Retail & Commercial
establishments

10. Racks & Enclosure systems

Product range: Network racks, Server Racks, 19”racks/enclosures, Outdoor cabinets, Street
cabinets, Wall case – wall mounted enclosures, 10”/19” wall mounted enclosures; Water cooled
server racks up to 35kW; MaxLoad seismic racks & Heavy load racks; ETS racks;
Applications: IT & Telecommunications

11. TVSS - Surge Suppression systems

Offers Power Sure Panel Low & Medium exposure surge suppression systems; Available in
100kA/phase & 160kA/phase
Technical Offer
Bill of Material of this Offer

• ESU & EEU (1kw-250 KW PH Inverter): 1 No

SCOPE OF WORK

This offer involves by means of the enclosed specification, design,

manufacture, supply, installation & commissioning of the Solar Inverters with
1 year warranty period.

The Scope of Work shall include the following,

• Design, manufacture, supply

• Detailed planning of smooth execution of the project
• Performance testing of the complete system
• Warranty of the system for 1 year faultless operation.
• After sales service, directly or through local contractual arrangement
Standard Safety instructions
Electrical Work
• Only qualified personal may do electrical work of any kind
• Never remove lock out tags such as DANGER tags and DO NOT REMOVE tags.
• Do not operate the circuit breaker so marked
• Do not use any electrical equipment in poor or unsafe conditions
• Ensure that electrical leads are undamaged before use
• On site, try to keep all electrical leads above the floor clear of water and off wet ground
• Always use residual current devices (RCD) or earth leakage circuit breaker (ELCB) when using
portable electrical tool or appliance
• Test residual current devices (RCD) every time before use.
• Only trained persons are permitted to use operate any machinery or equipment
• Do not use any power equipment without the guards in place
• Equipment is to be kept in safe working order
• Guard all moving parts of drives belts and machinery
• Welding & grinding operations shall be guarded and screened
• Use safety equipment, Personal protective Equipment – PPE at all time
• Well maintain compressed air tools and hoses in good condition. All couplings must be tied
• Do not exceed safety working load for a sling crane hoist or vehicle.
Behavior
• Fully comply with and follow all the safety regulations
• Report all accidents safety related incidents (including near miss) and safety hazards promptly to
your supervisor or fill out an incident Report
• Well care personal hygiene
• No horseplay silly antics or practical jokes
• No children and no pets are allowed in the factory or on site
• Do not tamper with equipment computer and safety equipment
• Wash hands after handling solder and keep body and clothing clean
• Do not ride or stand on fork-lift tines
• Approved cages only may be used for elevating personal
• Keep storage work facilities clean and tidy.
Environment
• Use designated walkways where possible (stay within yellow lines particularity in the Factory and
on site)
• Keep well clear of forklifts, plant and materials being moved
• Look out for openings pits and obstacles
• Do not lift anything that is too heavy for you and keep right posture
• Stack materials so that they are stable and safely located away from traffic
• Don’t use old food containers or bottles for storage of chemicals
• Beware of natural dangers, such as snakes, spiders in bush-land.
On customers site
• Opening in floors should be guarded or taped off
• Don’t work in the dark-arrange sufficient lighting
• Ensure electrical leads have valid test tag affixed
• Only qualified Crane Operators and Daggers may participate in crane operations
• Do not tamper with adjustable prop or scaffolding
Price Offer with Commercial Terms
 Offer#1 PRICE PROPOSAL FOR INVERTERS

Serial No. Description Qty Unit Price

(INR )
881801000101 1 KW 1 PH SOLAR EEU 1 45000
881801000201 2 KW 1 PH SOLAR EEU 1 60000
881801000301 3 KW 1 PH SOLAR EEU 1 75000
881801000401 4 KW 1 PH SOLAR EEU 1 80000
881801000501 5 KW 1 PH SOLAR EEU 1 90000
881801000601 6 KW 1 PH SOLAR EEU 1 100000
881803001001 10 KW 3 PH SOLAR EEU 1 375000
881803003001 30 KW 3 PH SOLAR EEU 1 840000
881801000100 1 KW 1 PH SOLAR ESU 1 45000
881801000200 2 KW 1 PH SOLAR ESU 1 60000
881801000300 3 KW 1 PH SOLAR ESU 1 75000
881801000400 4 KW 1 PH SOLAR ESU 1 80000
881801000500 5 KW 1 PH SOLAR ESU 1 90000
881801000600 6 KW 1 PH SOLAR ESU 1 100000
881801001000 10 KW 1 PH SOLAR ESU 1 375000
881803001000 10 KW 3 PH SOLAR ESU 1 500000
881803002000 20 KW 3 PH SOLAR ESU 1 710000
881803003000 30 KW 3 PH SOLAR ESU 1 1015000
881803005000 50 KW 3 PH SOLAR ESU 1 1315000
881803010000 100 KW 3 PH SOLAR ESU 1 2000000

Terms & Conditions:

Price: Ex- Works Thane/Pune.

Excise Duty with eCESS: ED with CESS @ 10.3% included.

Taxes: Full CST @ 4% or concessional CST @ 2% against form ‘C’ for local
items included.

Transit Insurance: To customers account.

Octroi: Extra if applicable, to your account

Delivery: Within 10 weeks from the date of drawing approval or 12 weeks

from the date of order whichever is later

Installation and commissioning – 1 to 2 weeks based on site readiness

and related civil works
Payment - 50% advance with order and Balance 50% against proforma
invoice before material dispatch.

Warranty: 12 months from date of commissioning or 18 months from the

date of Invoice whichever is earlier against any manufacturing defects.

Inspection Charges If any, to your account

Validity: 30 days from date of offer.

 Emerson Network Power (India) Pvt Ltd.
TERMS AND CONDITIONS OF SALE
Emerson Network Power (India) Pvt Ltd. is herein referred to as the "Seller" and the customer or
person or entity purchasing goods ("Goods") and/or licensing software and/or firmware which are
preloaded, or to be loaded into Goods ("Software") from Seller is referred to as the "Buyer."
These Terms and Conditions, any price list or schedule, quotation, acknowledgment or invoice
from Seller relevant to the sale and license of the Goods and all documents incorporated by
specific reference herein or therein, including the Software License Agreement, constitute the
complete and exclusive statement of the terms of the agreement governing the sale of Goods
and/or license of Software by Seller to Buyer. Buyer's acceptance of the Goods will manifest
Buyer's assent to these Terms and Conditions. Seller reserves the right in its sole discretion to
refuse orders.

1. PRICES: Unless otherwise specified in writing by Seller, the price quoted or specified by
Seller for the Goods shall remain in effect for [thirty (30)] days after the date of Seller's quotation
or acknowledgment of Buyer's order for the Goods, whichever occurs first, provided an
unconditional authorization from Buyer for the shipment of the Goods is received and accepted by
Seller within such time period. If such authorization is not received by Seller within such thirty
(30) day period, Seller shall have the right to change the price for the Goods to Seller's price for
the Goods at the time of shipment. All prices and licensee fees are exclusive of taxes,
transportation and insurance, which are to be borne by Buyer. The Validity of the offer is subject
to statutory changes or directive declared by the Government of India or the State Government.

2. TAXES: Any current or future tax or governmental charge (or increase in same) affecting
Seller's costs of production, sale, or delivery or shipment, or which Seller is otherwise required to
pay or collect in connection with the sale, purchase, delivery, storage, processing, use or
consumption of Goods, shall be for Buyer's account and shall be added to the price or billed to
Buyer separately, at Seller’s election.

3. TERMS OF PAYMENT: Unless otherwise specified by Seller, terms are 25 % advance and
balance payment along with 100 % taxes and duties against proforma invoice. Seller shall have
the right, among other remedies, either to terminate this agreement or to suspend further
performance under this and/or other agreements with Buyer in the event Buyer fails to make any
payment when due, which other agreements Buyer and Seller hereby amend accordingly. Buyer
shall be liable for all expenses, including attorneys' fees, relating to the collection of past due
amounts. If any payment owed to Seller is not paid when due, it shall bear interest, at a rate of 18
% p.a , from the date on which it is due until it is paid. Should Buyer's financial responsibility
become unsatisfactory to Seller, cash payments or security satisfactory to Seller may be required
by Seller for future deliveries and for the Goods theretofore delivered. If such cash payment or
security is not provided, in addition to Seller's other rights and remedies, Seller may discontinue
deliveries. When the deliveries are spread over a period, each invoices /dispatches shall be
treated as separate account and the payment shall be made accordingly.

4. SHIPMENT AND DELIVERY: While Seller will use all reasonable commercial efforts to
maintain the delivery date(s) acknowledged or quoted by Seller, all shipping dates are
approximate and not guaranteed. Seller reserves the right to make partial shipments. Seller, at
its option, shall not be bound to tender delivery of any Goods for which Buyer has not provided
shipping instructions and other required information. If the shipment of the Goods is postponed
or delayed by Buyer for any reason, Buyer agrees to reimburse Seller for any and all storage
costs and other additional expenses resulting therefrom. For all shipments, risk of loss for
damage and responsibility shall pass from Seller to Buyer upon delivery to and receipt by carrier
at Seller’s shipping point [facility]. All shipments are F.O.B./ F.A.S. Seller’s shipping point. Any
claims for shortages or damages suffered in transit are the responsibility of Buyer and shall be
submitted by Buyer directly to the carrier. Shortages or damages must be identified and signed
for at the time of delivery.

5. LIMITED WARRANTY: Subject to the limitations of Section 6, Seller warrants that the
Software will execute the programming instructions provided by Seller and that the Goods
manufactured by Seller will be free from defects in material and workmanship and meet Seller's
published specifications at the time of shipment under normal use for a period of 12 months from
the date of dispatch of equipment from the factory, unless otherwise specified by Seller in writing.
Consumables, including, without limitation, glass parts and electrodes, membranes, liquid
junctions, electrolytes and reagents, o-rings, plastic tubes, elastomers, etc. are warranted to be
free from defects in material and workmanship under normal use and service for a period of
[ninety (90)] days from the date of shipment by Seller. Products purchased by Seller from a third
party for resale to Buyer ("Resale Products") shall carry only the warranty extended by the
original manufacturer. This Warranty is null and void if repairs and modifications are carried out
without Emerson’s written approval. THE WARRANTIES SET FORTH IN THIS SECTION 5 AND
THE WARRANTY SET FORTH IN SECTION 7, ARE THE SOLE AND EXCLUSIVE
WARRANTIES GIVEN BY SELLER WITH RESPECT TO THE GOODS AND IS [ARE] IN LIEU
OF AND EXCLUDES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARISING BY
OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WHETHER OR NOT
THE PURPOSE OR USE HAS BEEN DISCLOSED TO SELLER IN SPECIFICATIONS,
DRAWINGS OR OTHERWISE, AND WHETHER OR NOT SELLER'S PRODUCTS ARE
SPECIFICALLY DESIGNED AND/OR MANUFACTURED BY SELLER FOR BUYER'S USE OR
PURPOSE.

These warranties do not extend to any losses or damages due to misuse, accident, abuse,
neglect, normal wear and tear, negligence (other than Seller's), unauthorized modification or
alteration, use beyond rated capacity, unsuitable power sources or environmental conditions,
improper installation, repair, handling, maintenance or application or any other cause not the fault
of Seller. To the extent that Buyer or its agents has supplied specifications, information,
representation of operating conditions or other data to Seller in the selection or design of the
Goods and the preparation of Seller's quotation, and in the event that actual operating conditions
or other conditions differ from those represented by Buyer, any warranties or other provisions
contained herein which are affected by such conditions shall be null and void.

If the customer discovers any warranty defects and notifies Emerson thereof in writing during the
applicable warranty period, Emerson shall, at its option repair or replace that portion of the
Products found by Emerson to be defective, or refund the purchase price of the defective portion
of the Products.

If within thirty (30) days after Buyer's discovery of any warranty defects within the warranty
period, Buyer notifies Seller thereof in writing, Seller shall, at its option and as Buyer’s exclusive
remedy, repair, correct or replace F.O.B. point of manufacture, or refund the purchase price for,
that portion of the Goods found by Seller to be defective. Failure by Buyer to give such written
notice within the applicable time period shall be deemed an absolute and unconditional waiver of
Buyer's claim for such defects. All costs of dismantling, reinstallation and freight and the time and
expense of Seller’s personnel and representatives for site travel and diagnosis under these
warranties shall be borne by Buyer unless accepted in writing by Seller. Goods repaired or
replaced during the warranty period shall be covered by the foregoing warranties for the
remainder of the original warranty period or ninety (90) days from the date of shipment, whichever
is longer.

Buyer shall inspect Goods delivered to it by Seller immediately upon receipt, and, any course of
dealing to the contrary notwithstanding, failure of Buyer to give Seller notice of any claim within
30 days after receipt of such Goods shall be an unqualified acceptance of such Goods.
Buyer assumes all other responsibility for any loss, damage, or injury to persons or property
arising out of, connected with, or resulting from the use of Goods, either alone or in combination
with other products/components.

6. LIMITATION OF REMEDY AND LIABILITY: THE SOLE AND EXCLUSIVE REMEDY FOR
BREACH OF ANY WARRANTY HEREUNDER (OTHER THAN THE WARRANTY PROVIDED
UNDER SECTION 7) SHALL BE LIMITED TO REPAIR, CORRECTION OR REPLACEMENT,
OR REFUND OF THE PURCHASE PRICE UNDER SECTION 5.

SELLER SHALL NOT BE LIABLE FOR DAMAGES CAUSED BY DELAY IN PERFORMANCE

AND THE REMEDIES OF BUYER SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE. IN
NO EVENT, REGARDLESS OF THE FORM OF THE CLAIM OR CAUSE OF ACTION
(WHETHER BASED IN CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY,
OTHER TORT OR OTHERWISE), SHALL SELLER'S LIABILITY TO BUYER AND/OR ITS
CUSTOMERS EXCEED THE PRICE PAID BY BUYER FOR THE SPECIFIC GOODS
PROVIDED BY SELLER GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. BUYER
AGREES THAT IN NO EVENT SHALL SELLER'S LIABILITY TO BUYER AND/OR ITS
CUSTOMERS EXTEND TO INCLUDE INCIDENTAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES. The term "consequential damages" shall include, but not be limited to, loss of
anticipated profits, business interruption, loss of use, revenue, reputation and data, costs
incurred, including without limitation, for capital, fuel, power and loss or damage to property or
equipment.

It is expressly understood that any technical advice furnished by Seller with respect to the use of
the Goods is given without charge, and Seller assumes no obligation or liability for the advice
given, or results obtained, all such advice being given and accepted at Buyer's risk.

7. PATENTS AND COPYRIGHTS: Subject to the limitations of the second paragraph of Section
6, Seller warrants that the Goods sold, except as are made specifically for Buyer according to
Buyer's specifications, do not infringe any valid Indian patent or copyright in existence as of the
date of shipment. This warranty is given upon the condition that Buyer promptly notify Seller of
any claim or suit involving Buyer in which such infringement is alleged and cooperate fully with
Seller and permit Seller to control completely the defense, settlement or compromise of any such
allegation of infringement. Seller's warranty as to use patents only applies to infringement arising
solely out of the inherent operation according to Seller's specifications and instructions [(i)] of
such Goods, [or (ii) of any combination of Goods acquired from Seller in a system designed by
Seller]. In the event such Goods are held to infringe such a Indian patent or copyright in such
suit, and the use of such Goods is enjoined, or in the case of a compromise or settlement by
Seller, Seller shall have the right, at its option and expense, to procure for Buyer the right to
continue using such Goods, or replace them with non-infringing Goods, or modify same to
become non-infringing, or grant Buyer a credit for the depreciated value of such Goods and
accept return of them. In the event of the foregoing, Seller may also, at its option, cancel the
agreement as to future deliveries of such Goods, without liability.

8. EXCUSE OF PERFORMANCE / FORCE MAJEURE: Seller shall not be liable for delays in
performance or for non-performance due to acts of God; acts of Buyer; war; fire; flood; weather;
sabotage; strikes or labor disputes; civil disturbances or riots; governmental requests, restrictions,
allocations, laws, regulations, orders or actions; unavailability of or delays in transportation;
default of suppliers; or unforeseen circumstances or any events or causes beyond Seller's
reasonable control. Deliveries or other performance may be suspended for an appropriate period
of time or canceled by Seller upon notice to Buyer in the event of any of the foregoing, but the
balance of the agreement shall otherwise remain unaffected as a result of the foregoing.
If Seller determines that its ability to supply the total demand for the Goods, or to obtain material
used directly or indirectly in the manufacture of the Goods, is hindered, limited or made
impracticable due to causes set forth in the preceding paragraph, Seller may allocate its available
supply of the Goods or such material without obligation to acquire other supplies of any such
Goods or material among itself and its purchasers on such basis as Seller determines to be
equitable without liability for any failure of performance which may result therefrom.

9. CANCELLATION: Buyer may cancel orders only upon reasonable advance written notice and
upon payment to Seller of Seller's cancellation charges which include, among other things, all
costs and expenses incurred, and, to cover commitments made, by the Seller and a reasonable
profit thereon. Seller's determination of such termination charges shall be conclusive.

10. CHANGES: Buyer may request changes or additions to the Goods and/or Software
consistent with Seller's specifications and criteria. In the event such changes or additions are
accepted by Seller, Seller may revise the price, license fees and dates of delivery.

Seller reserves the right to change designs and specifications for the Goods and/or Software
without prior notice to Buyer, except with respect to Goods being made-to-order for Buyer. Seller
shall have no obligation to install or make such change in any Goods manufactured prior to the
date of such change.

11. NUCLEAR/MEDICAL. GOODS SOLD HEREUNDER ARE NOT FOR USE IN CONNECTION
WITH ANY NUCLEAR, MEDICAL, LIFE-SUPPORT AND RELATED APPLICATIONS. Buyer
accepts goods with the foregoing understanding, agrees to communicate the same in writing to
any subsequent purchasers or users and to defend, indemnify and hold harmless Seller from any
claims, losses, suits, judgments and damages, including incidental and consequential damages,
arising from such use, whether the cause of action be based in tort, contract or otherwise,
including allegations that the Seller’s liability is based on negligence or strict liability.

12. ASSIGNMENT: Buyer shall not assign its rights or delegate its duties hereunder or any
interest herein without the prior written consent of Seller, and any such assignment, without such
consent, shall be void.

13. GENERAL PROVISIONS:

(a) These terms and conditions supersede all other communications, negotiations and prior oral
or written statements regarding the subject matter of these terms and conditions. No change,
modification, rescission, discharge, abandonment, or waiver of these terms and conditions shall
be binding upon the Seller unless made in writing and signed on its behalf by a duly authorized
representative of Seller. No conditions, usage of trade, course of dealing or performance,
understanding or agreement purporting to modify, vary, explain, or supplement these terms and
conditions shall be binding unless hereafter made in writing and signed by the party to be bound,
and no modification or additional terms shall be applicable to this agreement by Seller's receipt,
acknowledgment, or acceptance of purchase orders, shipping instruction forms, or other
documentation containing terms at variance with or in addition to those set forth herein. Any such
modifications or additional terms are specifically rejected and deemed a material alteration
hereof. If this document shall be deemed an acceptance of a prior offer by Buyer, such
acceptance is expressly conditional upon Buyer’s assent to any additional or different terms set
forth herein. No waiver by either party with respect to any breach or default or of any right or
remedy, and no course of dealing, shall be deemed to constitute a continuing waiver of any other
breach or default or of any other right or remedy, unless such waiver be expressed in writing and
signed by the party to be bound. All typographical or clerical errors made by Seller in any
quotation, acknowledgment or publication are subject to correction.
(b)The validity, performance, and all other matters relating to the interpretation and effect of this
agreement shall be governed by the law of India without regard to its conflicts of laws principles.
Buyer and Seller agree that the proper venue for all actions arising in connection herewith shall
be only in India and the parties agree to submit to such jurisdiction. No action, regardless of form,
arising out of transactions relating to this contract, may be brought by either party after the cause
of action has accrued beyond the limitation period. The U.N. Convention on Contracts for the
International Sales of Goods shall not apply to this agreement.

(c ) Buyer further acknowledges that the supply by Seller under this Agreement of the products
and related technology is subject to all applicable import, export control and sanctions laws,
regulations, orders and requirements including but not restricted to US sanctions, US Export
Administrative Regulations, OFAC, Embargoed countries list, International Trade Compliance and
all other applicable laws as they may be amended from time to time. In case the Buyer falls under
any of the above restrictions/ sanctions or the products or related technology are restricted for
sale pursuant to such restrictions/sanctions, the Seller shall have no obligation to supply any of
the products or related technology under this Agreement and the Seller shall not be liable to the
Buyer under any circumstances whatsoever. Buyer agrees that the above laws, regulations,
orders and requirements, and the requirements of any licenses, authorisations or license
exceptions relating thereto shall apply to its receipt and use of the Products or related technology,
and that it shall not use, transfer, release, export or re-export any Products or related technology
or information in violation of such applicable laws, regulations, orders or requirements or the
requirements of any licenses, authorizations or license exceptions relating thereto."

14. SOFTWARE: Notwithstanding any other provision herein to the contrary, Seller or
applicable third party licensor to Seller shall retain all rights of ownership and title in its respective
Software, including without limitation all rights of ownership and title in its respective copies of
such Software. Except as otherwise provided herein, Buyer is hereby granted a nonexclusive,
non-transferable royalty free license to use the Software incorporated into the Goods solely for
purposes of Buyer properly utilizing such Goods purchased from Seller. All other Software shall
be furnished to, and used by, Buyer only after execution of Seller's (or the licensor’s) applicable
standard license agreement, the terms of which are incorporated herein by reference.

15 INSTALLATION: Buyer shall be responsible for receiving, inspecting, testing, storing,

installing, starting up and maintaining all Goods.

16. DOCUMENTATION: Seller shall provide Buyer with that data/documentation which is
specifically identified in Seller's quotation. If additional copies of data/documentation are to be
provided by Seller, it shall be provided to Buyer at Seller's applicable prices then in effect.

17. NUCLEAR: If Goods supplied hereunder are to be used in nuclear applications,

including without limitation, any power generation facility, Buyer fully indemnifies Seller pursuant
1
to Seller's "Special Nuclear Terms of Sale", a copy of which is available upon request.

18. INSPECTION/TESTING: Buyer, at its option and expense, may inspect and observe the
testing by Seller of the Goods for compliance with Seller's standard test procedures prior to
shipment, which inspection and testing shall be conducted at Seller's plant at such reasonable
time as is specified by Seller. Any rejection of the Goods must be made promptly by Buyer
before shipment. Tests shall be deemed to be satisfactorily completed and the test fully met
when the Goods meet Seller's criteria for such procedures.
19. DRAWINGS: Seller's prints and drawings (including without limitation, the underlying
technology) furnished by Seller to Buyer in connection with this agreement are the property of
Seller and Seller retains all rights, including without limitation, exclusive rights of use, licensing
and sale. Possession of such prints or drawings does not convey to Buyer any rights or license,
and Buyer shall return all copies (in whatever medium) of such prints or drawings to Seller
immediately upon request therefore.

20. PRICE REVISION: The price, point of delivery, discount and any terms of payment
herein specified may be revised by written notice from Seller. Unless Buyer, by written notice
received by Seller, objects to the proposed revision, such revision shall become effective within
30 days of receipt of notice of revision by Buyer .

21. BUYER’S COMPLIANCE WITH LAWS: In connection with the transactions contemplated by
this agreement, Buyer is familiar with and shall fully comply with all applicable laws, regulations,
rules of the India and of any applicable state, foreign and local governmental body in connection
with the purchase, receipt, use, transfer and disposal of the Goods.

22. EXPORT/IMPORT: Buyer agrees that all applicable import and export control laws,
regulations, orders and requirements, including without limitation those of the United States and
the European Union, and the jurisdictions in which the Seller and Buyer are established or from
which Goods may be supplied, will apply to their receipt and use. In no event shall Buyer use,
transfer, release, import, export, Goods in violation of such applicable laws, regulations, orders or
requirements.

23. ADDITIONAL TERMS If the Seller is to perform installation or service functions, additional
terms and conditions are required. Performing such functions may require the Seller to qualify to
do business in the applicable State where such functions are going to be performed.

24. BUYER SUPPLIED DATA: To the extent that Seller has been provided by or on behalf of
Buyer any specifications, description of operating conditions or other data and information in
connection with the selection or design of the Goods , and the actual operating conditions or
other circumstances differ from those provided by Buyer and relied upon by Seller, any warranties
or other provisions contained herein which are affected by such conditions shall be null and void.