SALE AND PURCHASE AGREEMENT

THIS SALE AND PURCHASE AGREEMENT (this "Agreement") is made at [insert] on

the [insert] day of [insert], 2021 (the "Execution Date") between:

[INSERT], a company incorporated under the provisions of the Companies Act, 1956 and
having its registered office at [insert] (the "Buyer", which expression shall, unless it be
repugnant to the context or meaning thereof, be deemed to mean and include its successors and
permitted assigns) of the ONE PART;

MR./Mrs/Miss______, s/o or d/o [insert], aged [insert] years, an ____citizen and presently
residing at [insert] ") (hereinafter referred to as the "Buyer") of the ONE PART.

AND

[insert], a company incorporated under the provisions of the Companies Act, 1956 and having
its registered office at [insert] (the "Seller", which expression shall, unless it be repugnant to
the context or meaning thereof, be deemed to mean and include its successors and permitted
assigns) of the OTHER PART.

WHEREAS:

A. The Manufacturer is engaged in the business of Manufacturing, Trading and

Sourcing of Agro and Herbal Healthcare Products and food commodities as Rice , Rice
flex, Roasted chana etc and various packed food products and other related products of
 the Agricultural Industry Sector ("Seller");

B. The Buyer is, inter alia, engaged in the business owning a retail store and sells products
which is procured from Manufacturers (as defined hereinafter) in [insert nation][and
elsewhere in the world] (the "Buyer");

C. In view of the meeting the common objective of the buyer and seller, the Seller is
desirous of purchasing from the Manufacturer, to develop each other’s business and
meet the needs of the consumer and develop a strong sale network in the Territories (as
defined hereinafter) for the purpose of earning profits and needs of each in the
Territories (as defined hereinafter) (the "Sale and Purchase");

D. In pursuance of the above, the Parties are, inter alia, entering into this Agreement to
record the terms and conditions upon which the Manufacturer shall sell the Products
and the Buyer shall procure/Purchase the Products from the Manufacturer for
developing a strong supply chain and to maximize each other’s revenue the manner set
forth hereinafter.

1.1 Interpretation: In this Agreement:

1.1.1 the Preamble, Recitals and Schedules form part of this Agreement and shall have the
same force and effect as if expressly set out in the body of this Agreement and any
reference to this Agreement shall include references to the Preamble, Recitals and
Schedules to it. Any references to Clauses and Schedules are to Clauses of and
Schedules to this Agreement. Any references to parts or paragraphs are, unless
otherwise stated, references to parts or paragraphs of the Clauses and Schedule in which
the reference appears;

1.1.2 all references to statutes shall include any modification, re-enactment or extension
thereof for the time being in force;

1.1.3 the headings and bold typeface are for convenience only and shall not affect the
interpretation of the covenants hereof;

1.1.4 the words 'include' and 'including' are to be construed without limitation;

1.1.5 where a word or phrase is defined, other parts of speech and grammatical forms and the
cognate variations of that word or phrase shall have corresponding meanings; and

1.1.6 words importing the singular shall include plural and vice versa;

1.1.7 words denoting the masculine gender shall include the feminine gender and the neuter
gender;
1.1.8 reference in this Agreement to a 'financial year' or 'fiscal year' shall mean the period
commencing on April 1 of a particular year and ending on March 31 of the immediately
succeeding year;

1.1.9 Where a word or phrase is defined, other parts of speech and grammatical forms of that
word or phrase shall have the corresponding meanings; and

1.1.10 In writing includes any communication made by letter or fax or e-mail.

1.1.11 Definitions. In this Agreement unless the context otherwise requires or expressly
provides, the following words shall have the following meanings respectively:

"Agreement" shall mean this Sale and Purchase Agreement and

shall include the Schedules, Annexure to this
Agreement and as may be amended from time to
time;

"Anti-Bribery Legislation" shall mean the following list of regulation as

mentioned : (a) the the United Nations
Convention against Corruption (b) the United
States Foreign Corrupt Practices Act of 1977; (c)
the Organisation for Economic Co-operation and
Development Convention on Combating Bribery
of Foreign Public Officials in International
Business Transactions and related implementing
legislation; (d) the Bribery Act 2010 (England
and Wales); (e) similar or analogous anti-bribery
or corruption legislation of any jurisdiction
applicable from time to time under this
Agreement; and (f) any other relevant anti-
bribery legislation implemented from time to
time;

"Business" shall have the meaning ascribed to the term in

Recital A;

"Control" including, with its correlative meanings, the term

"under common Control with", as used with
respect to any Party, means the power, direct or
indirect, to direct or cause the direction of the
management and policies of such Person whether
by contract or otherwise. In any event, and
without limitation of the previous sentence, for
 purposes of this Agreement any Person owning
more than 50% (fifty percent) or more of the
voting securities of another Person shall be
deemed to control that Person;

"Defective Products" shall have the meaning ascribed to it in Clause 8.

;

"Delivery Terms" shall have the meaning ascribed to in Schedule

IV;

"Dispute" shall have the meaning ascribed to in Clause 24.1;

"Execution Date" shall have the meaning ascribed to the term in the
Preamble;

"Expertise" shall have the meaning ascribed to the term in

Recital B;

"Inco Terms" shall mean officially recognized terms for foreign

trade as published by International Chamber of
Commerce or avoiding confusion in foreign trade
contracts by clarifying the obligations of buyers
and sellers. Parties involved in domestic and
international trade commonly use as kind of
shorthand to help understand one another and the
exact terms of their business arrangement. Some
Inco Terms apply to means of others apply
strictly to transportation across waters;

"Laws" shall mean all applicable statutes, enactments,

acts of legislature or parliament, laws,
ordinances, rules, by-laws, regulations,
notifications, guidelines, policies, directions,
directives, principles of common law, treaty,
administrative orders and orders of any
governmental authority, statutory authority,
tribunal, board, court or recognized stock
exchange or any other relevant public authority;

"Products" shall mean the food commodities as Rice, Rice

flex, Rosted chana etc and various packed food
 products and other related products of the
Agricultural Industry Sector and specifically
defined in Schedule I;;

"Parties" shall mean the Supplier and the Distributor

collectively and the term "Party" shall mean the
Supplier and the Distributor individually;

"Person'' shall mean a juristic person, individual, company,

corporation, partnership, association, trust or
other entity or organisation, including a
government or political subdivision or an agency
or instrumentality thereof;

"Consideration" shall have the meaning ascribed to the term in

Schedule II;

"Products" shall have the meaning ascribed to the term in

Schedule I;

"Purchase Order" shall have the meaning ascribed to terms in

Schedule III;

"Supplier" shall have the meaning ascribed to the term in the

Preamble which is also known as seller;

"Territories" shall have the meaning ascribed to the term in

Schedule V;

"Term" shall have the meaning ascribed to the term in

Article [insert];

"Unsold Products" shall have the meaning ascribed to the term in

Clause 7.1.
"
1. Term and Termination

1.1. This Agreement shall commence on the Effective Date and will remain in effect until
terminated in accordance with the terms set forth herein. Notwithstanding anything to
the contrary contained in this Agreement, either Party may terminate this Agreement
at any time by providing 1 (One) month’s prior written notice to the other, for any
reason.
1.2. Notwithstanding anything to the contrary contained in this Agreement, if the parties
materially breaches any of its duties or obligations hereunder or defaults in payment
or delivery of the products or of the consideration and such breach is not cured, within
45 (forty five days) calendar days after receipt of written notice of the breach from the
parties, parties shall be entitled to terminate this Agreement, for cause as of the date
specified in such notice.

2. Obligations of the Buyer

2.1. General Obligations. The Buyer shall:

2.1.1. provide the payments and place order to seller with reasonable care and skill and to the
best of its abilities;
2.1.2. comply with schedule IV and Schedule V of this Agreement
2.1.3. once the order for product is made shall not recall back unless the product is defective
one
2.1.4. comply with rules and regulations with respect import and export of its territory;
2.1.5. bring to the notice of the seller any information with respect to the competitor in the
market if any;
2.1.6. shall inform the seller about the Inco-Terms used so that seller is aware if it has to fulfill
any export obligations like procuring insurance for carriage and freight;
2.1.7. inform the Seller about the change in order quantity 7 days prior to packaging of the
products;
2.1.8. inform the Seller promptly of any factors (whether of a legal or other nature) which
may affect the trade relation for selling of Products in the Territory of Buyer;
2.1.9. is not charged under Anti Bribery Regulations;
2.1.10. provide list of any other buyer so that seller can expand its business in the territory
where buyer resides;
2.1.11. assist the seller by making mouth to mouth marketing of Seller’s products and promote
sales of the Products throughout the Territory to all potential customers (the "Potential
Customers") thereof and work diligently to obtain bulk orders;
2.1.12. indemnify the Seller on demand against each loss, liability and cost which the Seller
may incur arising out of the breach of Buyer's obligation under this Agreement.

2.2. Business Opportunities. The Buyer will pursue aggressive policies and procedures to
realize maximum potential for the Products in the Territories and will adopt strategies
and skill to promote the seller’s Product in its territory so that long term business
relationship could be maintained.
3. Obligations of the Seller

3.1. General Obligations. The Seller shall:

3.1.1. manufacture the Products in terms of the specifications mentioned in the Purchase
Orders;
3.1.2. comply with schedule IV and Schedule V of this agreement;
3.1.3. ensure that the Products delivered shall, at all times, comply with the composition and
specifications stated for such Products in the Purchase Orders;
3.1.4. not sell directly or indirectly, the Products in the Territory to any Person other than the
Buyer;
3.1.5. provide the Buyer, free of charge all technical and commercial information and
advertising material (if any) as may be necessary for the promotion, distribution and
sale of the Products in the Territory;
3.1.6. maintain sufficient quantities of stock of the Products;
3.1.7. own, and retain during the Term, all right, title and interest in and to all of the
proprietary rights needed to manufacture the Products;
3.1.8. inform the Buyer of any improvements in the Products and provide to the Buyer,
samples of the such improved Products (the "Improved Products");
3.1.9. indemnify the Buyer on demand against any loss, liability and cost which the Seller
may incur arising out of the breach of Seller's obligation under this Agreement;
3.1.10. [insert].

4. Consideration

4.1. Buyer shall be responsible for and shall pay to Seller the Consideration as further
described in an Schedule 2 (“Consideration”), subject to the terms and conditions
contained in this Agreement. The Compensation payable is exclusive of Goods and
Service Tax, duties, levies, and fees and all other costs and expenses, statutory dues
under applicable laws which may change from time to time.

4.2. Any sum due to seller for the seller’s product for which payment is not otherwise
received the consideration shall be due and payable within 30 days after receipt by
the Seller’s invoice, the delayed payment by the Buyer shall attract an interest at the
rate of 2% (Eighteen Percent)] per day.

5. Orders and Delivery

5.1. Purchase Order. The Buyer shall purchase the Products by issuing written purchase
orders in the agreed format as set out in Schedule III (the "Purchase Order"),which
 shall, inter alia, set out the requirements in relation thereto. Each Purchase Order shall
specify (i) the type of the Product, (ii) quantity of the Product, (iii) expected delivery
date, (iv) mode of delivery (Inco Terms agreed by both the parties), (v) invoiced
amount, and (iv) and such other delivery terms and conditions, as may be deemed
necessary, all of which shall, collectively be referred to as the "Delivery Terms".

5.2. Acknowledgement. The Seller shall acknowledge each Purchase Order no later than
[insert] days from the date of receipt of the said Purchase Order (the "Confirmed
Purchase Order"). The Seller shall ensure that the Products shall be delivered to the
Buyer as soon as commercially practicable but no later than [insert] days from the date
of the Confirmed Purchase Order (the "Delivery Date").

5.3. Non-Acceptance of Delivery Terms. In the event any Delivery Terms as set out in the
Purchase Order are not acceptable to the Seller, then the Parties shall arrive at a
mutually agreeable solution no later than [insert] days from the date of receipt of the
said Purchase Order by the Seller, which date shall then be the date of the Confirmed
Purchase Order. In the event the Seller is unable able to meet the Delivery Date in
respect of any of the Confirmed Purchase Order for reasons beyond its control, the
Seller shall notify the Buyer thereof in writing, stating the cause of the delay and
indicating the revised date for delivery of the Products to the Buyer . In case of a delay
in Delivery Date of more than [insert] days in a month and more than [insert] such
delays in each quarter/days in the year the Seller shall be liable to supply the delayed
Products to the Buyer at a [insert] discount on the price of the said delayed Products.

5.4. Tax. Any and all taxes which may be levied on the Products such as import tax, sales
tax or other such taxes, by the tax authorities within the Territory shall be borne and
paid by the [Buyer].

6. Return of Products

6.1. Return of Products. In the event there is no sale of the Products, the Buyer shall be
entitled to return the unsold Products (the "Unsold Products") at the cost and expenses
of [insert]. In the event of return of the Unsold Products, the Seller shall either refund
the amount paid for the Unsold Products to the Buyer or issue to the Buyer, a credit
note for the invoiced value of the Unsold Products.

7. Product Recall

7.1. Product Recall. In the event the Buyer becomes aware that the Products delivered to
any of a customer is not as per the specifications provided in the Purchase Order, the
same shall be intimated to the Seller within [insert] days from the date of delivery of
 the Products. On receiving such a notice, the Seller shall recall the concerned Products
and shall bear all the costs pertaining to such recall. It is clarified that such costs and
expenses for recall shall not be adjusted from the Security Deposit.

8. Defective Products

8.1. Warranty. The Seller hereby warrants that the Products delivered to the Buyer shall
comply with the composition and specifications stated for such Products in the Purchase
Order.

8.2. Inspection. The Seller shall procure inspection of the Products by a qualified and
neutral inspector within a period of [insert] days before the date of delivery of the
Products to the Buyer to ascertain whether or not the Products comply with the
specifications and upon deliver. Seller shall provide the Buyer with a duly endorsed
certificate from the said neutral inspector that the Products have been duly inspected by
the Inspector and are in compliance with the Purchase Order.

8.3. Defective Products. If the Products do not conform to the composition and
specifications set out in Purchase Order (the "Defective Products") then the Buyer shall
within a period of [insert] days issue a notice to the seller informing the Seller of the
defect.

8.4. Replacement. Upon receipt of notice in terms of Clause 8.3, the Seller shall within a
period of [insert] days from receipt of the said notice [either replace the Defective
Products, at no extra cost to the Buyer or, in the alternative, if agreed by the Buyer,
give to the Buyer in lieu thereof, a discount equal to 15% (fifteen percent) on the price
of the Defective Products].

8.5. Raising Dispute. In the event, upon receipt of notice by the Distributor in terms of
Clause 8.2, the Seller disputes the presence of any defect in the Products, then the
Parties shall, in good faith, attempt to resolve such dispute. In the event the Parties are
unable to resolve the dispute between themselves, they may submit the matter to [an
independent party], acceptable to both the Parties, for an opinion. The expenses for the
opinion shall be borne by the Party which is proved wrong by the report of the
independent testing laboratory.

8.6. Continuing Obligation. The Parties state and agree that any dispute in terms of Clause
8.5 shall not affect the order and delivery of the other Products in terms of Article 6 and
any exiting or accrued rights and/ or obligation of the Parties in terms of the Agreement.
9. Representations by the Buyer

9.1. Authorised Buyer. The Buyer may represent that it is an authorized Buyer of [insert]
and in compliant with Anti-Bribery Legislation in the Territory.

9.2. Restrictions on representation. The [insert] shall not in any way misrepresent, or in any
way cause to be ambiguous (especially with respect to prospective end users,
journalists, or market analysts, etc.) about the Seller’s relationship with [insert], the
[insert]’s duties as specified in this Agreement, the features of the Products including
any technical specifications, and the origin of the Products. In particular, the [Buyer]
shall not represent itself as an exclusive agent or exclusive dealer of the Products. The
[Seller] shall not represent itself as exclusive seller or the only manufacturer in the
territory.

10. Insurance

10.1. Insurance. During the Term of this Agreement and for a period of [insert] years
afterwards, the Seller shall obtain and maintain all liability insurance policies with
reputable insurance companies, as ordinarily taken by the companies engaged in the
business since the product is of perishable nature, including but not limited to (a) public
liability insurance for not less than Rs. [insert] per claim providing coverage for any
claims by third parties, arising out of and/ or in connection with any non-conformity
affecting the Products, (b) product liability insurance for not less than Rs.[insert] for
claims arising from any single event and not less than Rs. [insert] in aggregate for all
claims arising in any year; and (c) [Comment: Please confirm if there are any other insurance policies
that the parties would like to purchase the Agri Products to apply for insurance of raw materials and components
against fire, theft or any other insurance appropriate to cover liabilities of the Buyer.]. Upon request, the Seller
shall provide to the copies of such policies, self-insurance or certificates of insurance
evidencing the required coverage maintained by the seller.

11. Representation And Warranties

11.1. Representations and Warranties by the Buyer. The Buyer hereby represents and
warrants as under:

11.1.1. it is duly incorporated and validly existing under the respective laws of [Insert] and has
the corporate power to conduct its business as presently conducted and to enter into,
and perform its obligations under this Agreement;

11.1.2. this Agreement constitutes its valid and legally binding obligation, enforceable in
 accordance with its terms.

11.1.3. the execution, delivery and performance by it of this Agreement and the compliance by
it, with the terms and provisions hereof do not and will not:

(a) require the consent of any person;

(b) contravene any provision of any law, statute, rule or regulation or any order,
writ, injunction or decree of any court or governmental instrumentality to which it is a
party;

(c) result in a breach of, or constitute a default under, or result in the creation of
any lien or other third party right, any law or regulation or decree, or injunction, or
judicial, administrative or arbitral order or decision, or any agreement or other
instrument to which it is a party;

11.1.4. there is no suit, litigation, action against it which is outstanding, or, to its knowledge,
threatened or anticipated seeking to delay, limit, prevent, hinder or enjoin the
performance of its obligations under this Agreement;

11.1.5. it has adequate resources, expertise and knowledge to perform and carry out the
obligations under this Agreement.

11.2. Representations and Warranties by the Seller. The Seller hereby represents and
warrants as under:

11.2.1.
11.2.2. it is duly incorporated and validly existing under the laws of India and has the corporate
power to conduct its business as presently conducted and to enter into, and perform its
obligations under this Agreement;

11.2.3. it has the full legal right, capacity and authority to enter into this Agreement and has
the corporate power and authority to execute and deliver the terms and provisions of
this Agreement and has taken all necessary actions to authorize the execution and
delivery by it of this Agreement.

12. Indemnification

12.1. Indemnification. Either Party (the "Indemnifying Person") shall indemnify, defend
and hold harmless the other Party, its directors, officers, agents, employees, consultants
 and representatives (each, an "Indemnified Persons"), in full on demand in respect of
all losses, liabilities, actions, claims, proceedings, penalties, fines, judgments, damages,
fees, costs, taxes and expenses including all reasonable and documented attorneys' fees
and expenses that the Indemnified Persons may become liable to which arise in
connection with any breach or alleged breach of any representation or warranty,
covenant or agreement by that Party under this Agreement.

13. Force Majeure

13.1. Force Majeure. In the event either Party is directly affected and prevented from
performing or is unable to perform any of its obligations under this Agreement due to
any spreading of diseases as defined Epidemic Diseases Act, 1897, any act of God, fire,
casualty, flood, earthquake, war, strike, lockout, epidemic, destruction of production
facilities, riot, insurrection or any other cause beyond the reasonable control (the "Force
Majeure") of the Party invoking this section, and if such Party shall have used its
commercially reasonable efforts to mitigate its effects, such Party shall give prompt
written notice to the other Party, and its performance shall be excused, and the time for
the performance shall be extended for the period of delay or inability to perform its
obligations due to such occurrences.

13.2. Recourse. In the event the performance of any obligation has been delayed, interfered
with or prevented by an event of Force Majeure, then the Party affected by such event
shall take such actions as are reasonably available to remove the event of Force Majeure
or to mitigate the effect of such occurrence. The Parties agree that if an event of Force
Majeure occurs, the obligations of the Parties under this Agreement (other than the
obligations to make payments) shall be suspended during, but not longer than, the
continuance of the event of Force Majeure.

14. General Provisions

14.1. Successors and Assigns. The terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective successors of the Parties. Neither Party
shall be entitled to assign any of the rights or obligations or liabilities under this
Agreement without prior written consent of the other Parties. Nothing in this
Agreement, express or implied, is intended to confer upon any party other than the
Parties or their respective successors, any rights, remedies, obligations, or liabilities
under or by reason of this Agreement, except as expressly provided in this Agreement.

14.2. Further Assurance. The Parties shall with reasonable diligence do all such things and
provide all such reasonable assurances as may be required to consummate the
 Transaction hereby contemplated, and each Party shall provide such further documents
or instruments required by any other Party as may be reasonably necessary or desirable
to effect the purpose of this Agreement and carry out its provisions.

14.3. Notices. Unless otherwise provided, any notice required or permitted under this
Agreement shall be given in writing and shall be deemed effectively given (a) when
delivered in person (b) on the same date when dispatched by electronic facsimile
transfer or email, or (c) when received by a nationally recognised courier service or
registered mail and addressed to the Party to be notified at the address indicated below,
or at such other address as such Party may designate by advance written notice to the
other Parties.

If to the Seller:
[insert address]
Attention: Mr. [insert name]
Telephone: [insert number]
Facsimile: [insert number]

If to the Buyer:
[insert address]
Attention: Mr. [insert name]
Telephone: [insert number]
Facsimile: [insert number]

14.4. Expenses. The Parties shall bear the costs and fees of their respective advisors, lawyers
and accountants appointed by them for advising them in connection with the
preparation of this Agreement.

14.5. Amendments and Waivers. Any term of this Agreement may be amended and the
observance of any term of this Agreement may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the written
consent of the Parties.

14.6. Severability. If any provision of this Agreement or the application thereof to any
Person or circumstance shall be invalid, prohibited or unenforceable to any extent for
any reason including by reason of any law or regulation or government policy, this
Agreement shall be considered divisible as to such provision and such provision shall
be inoperative and shall not be part of the consideration moving from one party to
another and the remainder of this Agreement and the application of such provision to
persons or circumstances other than those as to which it is held invalid or unenforceable
shall not be affected thereby, and each provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law. Any invalid or unenforceable
 provision of this Agreement shall be replaced with a provision, which is valid and
enforceable and most nearly reflects the original intent of the unenforceable provision.

14.7. Entire Agreement. This Agreement constitutes the entire agreement between the
Parties with respect to the subject matter hereof, and supersedes all prior oral and
written agreements, representations, statements, negotiations, understandings,
proposals and undertakings.

14.8. Relationship. It is not intended that this Agreement nor shall this Agreement be
construed under any circumstance to create any agency, joint venture, partnership,
employer/employee relationship or similar relationship, the existence of which is
hereby expressly denied. Each Party is an independent contractor of the other Party.
Neither Party shall be liable to any third party in any way for any engagement,
obligation, commitment, contract, representation or transaction or for any act or
omission of the other, except as expressly provided herein.

14.9. Confidentiality. Each Party acknowledges that, pursuant to this Agreement it may have
access to certain information concerning the other Party, which is either confidential or
proprietary in nature, whether received orally or in writing. All information given by
one Party to the other, pursuant to and under this Agreement or any other documents
executed will be deemed to be confidential information no matter whether it is labelled
or not as confidential information by the disclosing Party. Each Party acknowledges
and agrees that all confidential information whether disclosed orally or in writing, is
the property of the disclosing Party and constitutes valuable, special and unique assets
of the business of such Party. The Parties agree that the recipient of the confidential
information shall neither disclose to any third party nor use for any purpose other than
for the purpose of this Agreement, without prior written consent of the other Parties.
The Parties further agree that neither Party will discuss or divulge or make public, the
contents of this Agreement to any third party save and except with prior written consent
of the other Party.

14.10. Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and
the same instrument.

14.11. Survival Provisions. Notwithstanding anything contained in this Agreement, Articles

11 (Representation and Warranties), 12 (Indemnification), 15 (Arbitration), and 16
(Governing Law) and such other provisions which may survive by implication shall
survive the termination of this Agreement.

15. Arbitration and Mediation

15.1. Mediation. The parties shall resolve the dispute independently by way of mediation
before approaching Arbitration

15.2. Arbitration. In the case of any dispute or differences or claim arising out of or in
connection with or relating to this Agreement or in the interpretation of any provisions
of this Agreement, or the breach, termination or invalidity hereof (the "Dispute"), the
Parties shall attempt to first resolve such Dispute or claim through discussions. If such
Dispute is not resolved through such discussions within sixty (60) days or no discussion
has been initiated during the period after one Party has served a written notice on the
other Party requesting the commencement of discussions, the Dispute shall be settled
by arbitration under the Arbitration and Conciliation Act, 1996. For the purpose of such
arbitration, the arbitral tribunal shall be presided over by a panel of three (3) arbitrators,
one arbitrator to be nominated by each Party and the umpire arbitrator to be appointed
by the two arbitrators so appointed.

15.3. Venue and procedure. The seat of arbitration shall be [Delhi] and the language of
arbitration shall be English. The arbitrator's award shall be substantiated in writing. The
arbitrator shall also decide on the costs of the arbitration procedure. The Parties to the
arbitration shall submit to the arbitrator's award and the same shall be enforceable in
any competent court of Law.

15.4. Award. The award rendered in any arbitration commenced hereunder shall be final
and conclusive and judgment thereon may be entered in any court having jurisdiction
for its enforcement. In addition, the Parties agree that none of the Parties shall have any
right to commence or maintain a suit or legal proceeding concerning a dispute
hereunder until the dispute has been determined in accordance with the arbitration
procedure provided for herein and then only for enforcement of the award rendered in
such arbitration.

15.5. Injunctive of Interim Relief. Nothing contained in this Article 15 shall preclude any
Party from approaching courts of competent jurisdiction to obtain interim or injunctive
relief.

16. Governing Law

16.1. Governing Law. This Agreement and any disputes or claims arising out of or in
connection with its subject matter are governed by and construed in accordance with
the laws of India and subject to Article 24, the courts of Delhi shall have an exclusive
jurisdiction.
[EXECUTION SHEET ON NEXT PAGE]
 [EXECUTION SHEET]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
duly authorised officers or representatives on the day and year first above written.

SIGNED AND DELIVERED

by the within named Buyer

[INSERT]
represented by
[insert]
in the presence of
[insert]
}
SIGNED AND DELIVERED

by the within named

}
Seller
[INSERT]
represented by
[insert]
in the presence of …
[insert]
Schedule I;

List of Products
Schedule II;

Consideration
Schedule III

Purchase Order
 Schedule IV

Terms of Supply

1. Supply of Products-:

During the Term of this Agreement, the second party shall

manufacture/Source and supply the Products as per purchase order generated
by the First party (Buyer).

The Buyer party will place the orders backed by at sight Irrevocable LC and
Inco-Terms along with specifications and packing details etc as decided
mutually time to time.

2. Specifications-: The seller shall, test, label, package and store the Product in
accordance with the Specifications and in compliance with all applicable laws,
rules and regulations.

The First Party shall ask to seller party for changes to the specifications etc
deliver to Manufacturer written notice of any required changes to the
Specifications, and the Seller will accommodate such Specification changes. If
any Specification change requested by the buyer affects Supplier costs of
manufacturing, testing, labeling, packaging or storing Product adversely, the
Parties will negotiate, in good faith, an adjustment to the pricing.

3. Price:

The seller will generate the invoice and make despatches in favour of the
buyer, Such prices shall be fixed during negotiations and decided mutually,
except that buyer may pass through and otherwise charge. Buyer for any cost
increases for Raw Materials, labor or as a result of changes in the
Specifications or applicable laws, rules and regulations.

4. Orders Volume :

The Second party (buyer) will submit orders for Products to first party by
issuing the purchase order as mutually agreed Quantity, terms. Purchase
Order which may be amended from time to time (the Terms). With respect to
any Order, the parties shall only be bound by this Agreement and the
applicable issued Order.

5. Quality Control -:

The Seller shall ensure that the Products meet all of mutually agreed
specifications and standards. Buyer shall also ensure that the Products
meet or exceed all government requirements including rules,
 regulations standards prescribed from time to time . Buyer will be fully
responsible to make the quality products and supply as per the
schedule given by the buyer. The seller will have right to make pre
shipment inspection as per his choice .

6. Compliance :

The Buyer shall, at its expense, maintain its facilities used for the
manufacture/source of Products in compliance with all applicable laws, rules
and regulations, including, but not limited to, any applicable environmental,
health and safety laws.

The Seller shall, at its expense, be responsible for obtaining and maintaining
any permits or approvals from government authorities which are required in
connection with the performance of its obligations hereunder.

7. Labour Standards:

The Buyer shall ensure that (i) it does not employ child labour or
workers younger than permitted in the country of manufacture, (ii) it
does not utilize forced, convict, prison or indentured labour, (iii) all
laws in the country of manufacture relating to working conditions,
hours and wages are observed; and (iv) it does not engage in any
labour practice that violates the laws of the Land.

8. Anti-Bribery laws
The buyer complies with Anti Bribery laws of their nation if any. This won’t
hamper the terms of the contract

9. Delivery -:

The Seller shall ensure that each Order received from the buyer is
timely filled and that the Products are delivered within the agreed upon
delivery schedule. The seller shall ensure that all Products delivered to
the second party are invoiced and packaged in accordance with the
applicable Order and all applicable laws. The seller shall bear the risk
of loss of, or damage to the Products until loading in the Container
after inspection at loading point by the Buyer
Schedule V

Territories