/ a WORK ORDER RANAVAKP/WOM4 Date: 23rd December 2021 NATIONAL AIRCON INDIA PVT LTD Hyderabad Kind Attn.: Mr Shamuddin — Managing Director Dear Sir, Subject: Work order for Supply and Installation of Daikin VRV AC & Ventilation for Commercial Block and Residential Basements Area for the Business Park at Kondapur, Hyderabad, Telangana. Work includes as per latest GFC drawings, schedules and Specifications, Inspection, snagging, de-snag, Testing & Commissioning of Units and handing over. Reference: Daikin Mail dated December 23", 2021 With reference to above and the subsequent discussions, which we had with you, we are pleased to issue you this Work order. 1 We are pleased to issue Work order for the Supply and Installation of Daikin VRV AC & Ventilation for Commercial Block and Residential Basements Area at Business Park Project. The agreed Contract Sum for the ‘said Works as per Annexure ~ 01 attached INR 3,64,13,881/- Excluding Taxes 2. Please refer Attached Terms and Conditions as per Appendix A We are pleased to issue you this Work order to enable you to start Mobilization, Thanking you For M/s Boorugu Infra Projects Pvt Ltd for M/s NATIONAL AIRCON INDIA PVT LTD(a1aVoIdd¥ SV VULXa S3XVL) WLOL TSs‘er'po'e IWLOL GNVUD HO6TETL uoReT USA JWaUIAseg| 82608 16'C OzE‘2z'E W0172}!9USA WOOY 7291439973 B duing| 08S‘96EL DOE SOM UOReTWIUAA dLS| tev COS DO SHJOM DVAH APIS MOT] GS9°6S E77 Gaping) DOE SOM DVAH WAIShS AYA ANNOWV NOl1dIl¥3s3q AWLOL UNdVGNOH - 00d SHYOM DVAH BAYA - ANVWWNS,rere ORs orea TTT Jos yun oopino paxpsvo> sou any a pou sun sopra sy sn) rae (ogee santos ses pst] lez mv -spsaois 21) voipu watque yee uns cr pane 2 01 wonep paso] (swasaaas ano 3anous kann 9 34025 00| ln son sey savas sn (Busses satay Jo susp stent es pLey) sweaaDnnb>}] on werts weBnjo a1 wal a Bans, “wORMTE "rs ORTON IRVIN 10 ODRESINOD IL 01 GATE RO| [NOUYORMANOD NALIN ANY SSF. 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As per following details but not limited to 3 basements, Ground +11Floors with terrace, LMR floor and above LMR etc. Electrical Room, DG Room WTP, STP, Fire sump, fire pump room, BMS Room, Ventilation panel room, AHU Rooms, cellars, lifts & lift lobbies etc. ‘a. Supply and installation of complete VRV system as per BOQ and installation of complete system with necessary accessories as per the BOQ, maintaining the quality and safety standards of PRANAVA. b. IM/s. National Aircon to prepare shop drawing indicating the equipment’s, foundations, pipes, refines, conduits, cables, etc.., routings with all necessary requirements with GA drawings on layout and execute upon approval of the same. ©. M/s. National Aircon to prepare the floor wise Quantification & submit it to the PRANAVA. representative for verification before proceeding to procure& supply of any items. d. For the items of work, which are executed to the M/s. PRANAVA Ventures, designs, and specifications, the M/s. National Aircon shall provide the PRANAVA/TPL with five copies of all designs, drawings and specifications, general arrangement drawings and shop drawings which may be called upon to submit. e. Packing / unpacking, loading /unloading, transportation, transit insurance, shifting of material at any location is in M/S. National Aircon scope. f. Electricity consumed for the works will be provided at one source and will be deducted in Monthly RA bill of M/s. National Aircon. 8. Necessary ladders for height works up to 6 feet will be in M/s. National Aircon scope. h. The M/s. National Aircon shall attend Complaints/ Maintenance on the same day (if the ‘complaint is registered on the same day on or before 12 0 clock), to the satisfaction/ acceptance by Pranava representative. Protection of all material till handing over is in the scope of M/s. National Aircon. i, INo deviation on approved plan/ material specification / workmanship will be allowed at any stage of project. j. M/s. National Aircon shall verify design drawings and all physical measurement of both unfinished and finished structure before commencement of fabrication of equipment's and installation. k. Cost & Implication of Pilferage/theft/ Breakages/damages (Before Handing over to PRANAVA) shall be borne by M/s. National Aircon and shall be replaced / purchased/re manufacture within the stipulated tisve-frame agreed thereof. Except any damage caused by other vendors shall not, be replaced.|. IHousekeeping and debris removal from site shall be in scope of M/s. National Aircon, M/s. National Aircon has to give debris free and clean area of all work areas, workshop & store area ete. m, M/s. National Aircon to make all temporary arrangements to make system functional to meet the project requirements in case of delays in delivery of permanent /approved materials at no additional cost to PRANAVA 1m, The M/s. National Aircon, having perused and satisfied itself of the Tender Conditions, Technical specifications, bill of quantities, list of approved makes and materials, reference drawings, submitted its final offer dated 23/12/2021. (©. The Parties are now desirous of recording their respective rights and obligations in relation tithe execution of this agreement for HVAC works for the Project. p. M/s Daikin shall submit all the relevant data required for certification of IGBC & ECBC norms to the agency appointed by M/s PRANAVA. @._ M/s Daikin has to select the TR based on the load furnished by M/s Design Tree. M/s, National Aircon & DAIKIN Air Conditioning must confirm that the Project already checked the existing shafts available at site and it is sufficient enough for VV system, no further extension is required. s. M/s. National Aircon & DAIKIN Air Conditioning must confirm that they will not accommodate more space than they have shown in the drawing for outdoor units at each floor level (Balcony) & at the terrace level. t. M/s Daikin has submitted the R/o item BOQ for PPD Software the same shall be executed based ‘on the tenant requirement. u. VRV ODU’S supplied by the Dakin must have highest possible COP & Build Quality available in the market. NOW THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED AND DECLARED BY AND BETWEENTHE PARTIES HERETO AS FOLLOWS: 1. DEFINITIONS AND INTERPRETATION 1.1Definitions (1) "Contract Documents" shall collectively mean the documents listed herein below, and all amendments and addendums thereto as may be made during the term of this Agreement. It is the intention of the Parties that the Contract Documents be regarded as part of this Agreement (ii) "Contract Price shall mean a total amount of Rs. 3,64,13,881/- (Rupees Three Core Sixty Four Laky Thirteen Thousand Eight hundred and Eighty one only) payable in consideration of the M/s. National Aircon executing the Project subject to Submitted rates and actual quantities of work executed. Contract Price is inclusive of material cost, labour, plant, equipment, loading, unloading, breakage, wastage, contingencies, temporary works, tools, tackles, setting out, supervision, material testing, other overheads, transport, insurance, Electricity, necessary scaffolding all other costs and everything necessary for due performance of work under this agreement and be inclusive of all and any applicable rates, taxes, duties, cess, levies, royalties, fees, surcharge, registrations, renewals and other impositions except GST, for VRV Outdoor units & Air Handling Units GST applicable is 28% & for other equi glicable GST will be 18%“Project” shall mean the HVAC Works for Commercial Building at kondapur, Hyderabad required to be executed by the M/s. National Aircon in accordance with the terms of this Agreement. These works are detailed in the various Contract Documents listed in this Agreement. Itis clarified that in the event of there being an inconsistency in interpretation of the Agreement provisions and the Contract Documents, the terms of this Agreement shall take precedence. (Iv) The M/s. National Aircon shall co-operate and coordinate with Consultants/TPL appointed by the M/s. PRANAVA to the maximum possible extent in accordance with the advice of the PRANAVA/consultant and to carry out by the "HVAC Works for Commercial Building at Kondapur, Hyderabad. As per latest drawings, schedules and specifications. 1.2 Interpretation (1) Words and expressions used but not defined herein shall have the meaning respectively assigned to them. (ii) The terms and conditions of this Agreement shall be read and interpreted in conjunction with those of the General Conditions of Contract and other documents as listed in Clause titled Contract Documents” herein. In the event of there being an inconsistency in the interpretation of the provisions of the Contract Documents, the terms of this Agreement shall take precedence. (ii) Clarifications or Ambiguity: Any clarification required or ambiguity noticed by the M/s. National Aircon as far as the drawings are concerned, shall be brought to the notice of the Project Managers. to get the matter resolved before commencement of work. APPOINTMENT The PRANAVA hereby accepts the tender of M/s. National Aircon for the execution of the project in accordance with the terms and conditions of this agreement and as set forth in the contract documents. 3, EXECUTION OF THE PROJECT In consideration of the contract price payable in accordance with clause titled “payment of contract price” here in below, M/s. National Aircon hereby agrees to execute and complete the project and to perform all other acts, deeds and as may be described herein or may be reasonably necessary for the completion of the project in accordance with the terms and conditions stipulated in this agreement. 4, COMMENCEMENT AND COMPLETION OF THE WORK: a, Date of issue of GFC drawings: 23-12-2021 b. Commencement Date of Work: 24-12-2021 c. Completion period: 03(Three)calendar months plus 1-month’s grace period for final completion & hand over from the Commencement Date subject to Force Majeure.5. FISCAL MATTERS. 5.1 Schedule of rates (a) Tender Price and Rates: Prices and rates quoted shall include cost include cost of all materials, labour, plant, equipment, loading, unloading, breakage, wastage, contingencies, temporary works, tools, tackles, setting out, supervision, material testing and commissioning, other overheads, transport, insurance, Electricity consumption of work, Necessary Scaffolding all other costs and everything necessary for due Performance of work under this Agreement and be inclusive of all and any applicable rates, taxes, duties, cess, levies, royalties, fees, surcharge, registrations, renewals and other impositions except, GST. Quoted rates of all items shall be inclusive of all the material with necessary accessories as per the 800 and specifications, which shall be acquired by M/s. National Aircon. (b) Basic Price: Basic rate of materials would be as per the Final offer by M/s. National Aircon that is inclusive of material cost, transportation, insurance, wastage, loading, unloading, royalty and other costs and any applicable rates, taxes, duties, cess, levies, fees, surcharge, registrations, renewals and other impositions. {c) Price adjustment: Contract item rates shall remain firm and fixing during the entire Agreement period until completion of all works. Except as provided in this Agreement, no escalation on prices will be paid in this fixed and firm Agreement. Payment shall be made only for actual quantities of work executed. {(d) Final Bill: ‘The M/s. National Aircon shall submit the Final Bill within 4 weeks of virtual completion of works and submission of handling over documents duly approved by the consultant/ PRANAVA Representative. Payment of Final Bill shall be made within 30days from certification of final bill by the PRANAVA Representative. 5.2 Payment of Contract Price: in consideration of the M/s. National Aircon execution and satisfactory completion of the Project, the PRANAVA shall pay the M/s National Aircon, the Contract Price in proportion to and based upon the submission of running bills (RA Bill) in relation to the work actually executed by the M/s. National Aircon and approved by PRANAVA representatives in with the Contract Documents. The PRANAVA shall not be liable in any way to pay any additional amount over and above the Contract Price other than if any non-tender items/ additional items or requirements not included in the Contract Documents.(a) PAYMENT TERMS: as per below Payment Schedule For Supply of high side | 100% Advance equipment’s | For Supply low side equipment’s | 70% Advance & Ventilation Fans Running Bills Monthly ‘85% Against installation Recovery on prorate Basis ‘S96Against Testing, 5% commissioning & 5% handover of the system. {b) Payment of the Contract Price shall be made as per bills approved and certified by than Representative. It is understood and agreed by the M/s. National Aircon that the undisputed payment against the bills shall be made only when the Unrepresentative certifies the bill that the work has been done as per the specifications of the PRANAVA, which shall be the ‘Acceptance Criteria for the work done under this Agreement. (c) Tax shall be deducted at source in accordance with the statutory requirements and the provisions ‘of income Tax Act from all payments made to the M/s. National Aircon. (d) M/s. National Aircon will raise one RA Bill for the works executed during a month for the actual value of work done. {e) The PRANAVA Representative shall certify the RA Bills and payment shall be released within twenty-one (21) working days from the date of bill submission with all supporting documents necessary in full after deducting recovery of advance, retention money, taxes and other recoveries. ) M/s. National Aircon should submit the RA Bill along with RA Bill check list and required supporting documents. (g) The contract shall be on Schedule of Prices and the payment shall be made for the actual work carried out at site based on the certified measurements, (h) Retention money: Retention money will be withheld by PRANAVA Projects from each RA Bill at 5% of certified gross value of work done, excluding taxes. (21) Release of Retention Money: ‘The first 2.5% of the Retention Money shall be released by PRANAVA after PRANAVA representative approving the final bill against The Total completion of the entire scope of work. Balance 2.5% shall be released by PRANAVA on completion of Defects Liability period (i.e.) 18 months from the Total completion of the work by M/s National Aircon, The same may be released upon submission of a Bank Guarantee for equivalent value valid for the duration of DLP i.e.18 months, (2) Liquidated Damages: Time is the essence of this contract and the M/s. National Aircon will not be allowed any extension in the date of coas mentioned above from the date of commencement of Work Order. For all delays, which do not merit an extension of time, the Liquidity damage will be levied by PRANAVA on M/s. National Aircon as a penalty, which is as follows: 1) 0.5% of contract value per week for each work. 2) In case of delay of overall project, LD will be applied at final contract value up to a maximum up to 5% of the final contract value. 6. Liability period: Defect(s) Liability Period shall be a period of 18 months from date of handover and any period extended as a result of rectification of the Work/change orders, between the Virtual Completion and the Final Completion of the Work. During this period the M/s. National Aircon shall be bound to replace and/or rectify and make good all defective materials, equipment and/or workmanship which arise in the Works/which come to notice subsequent to the Virtual Completion of the Works and prior to final Completion of the Works without requiring the PRANAVA to bear any additional charges whatever. It being further clarified that all complaints/defects logged/identified by the PRANAVA until the last date of Defect Liability Period shall be rectified to the satisfaction of the PRANAVA even if such rectification process continues post the Defect Liability Period, 7. Drawings: All Construction drawings have been prepared by the PRANAVA appointed Architect and their consultants, the GFC drawings duly countersigned by the PRANAVA representative have been issued to M/s. National Aircon for execution. The construction should be according to GFC drawings. However, in respect of any modification/changes required the M/s. National Aircon shall prepare all necessary shop drawings at site and obtain approvals for the said shop drawings from the PRANAVA representative prior to execution. 8. Method of measurement: To evaluate any additional work instructed under change orders by the PRANAVA Representative, the standard method of measurement as per GFC drawings shall be followed and in accordance with the Standards laid down by Bureau of Indian Standards. However, definite methods of measurements specified in the Schedule of Rates as per annexure-I (BOQ) & Specifications as per annexure - Ill are to be followed. In the event of any dispute with regard to the method of measurement of any work, the decision of the PRANAVA Representative shall be final and binding and no extra claims shall be entertained or allowed at any stage in this regard. 9. Approved makes: M/s. National Aircon & DAIKIN Air Conditioning has to provide the material as per the submitted specifications and recommended product description standard. a. The M/s. National Aircon shall deploy the minimunysifg-team.as detailed in the Tender and shall include but not be limited to one eager Project byes IS10. Site Supervision: Suitable team of experienced engineer sand support team. The M/s. National Aircon Project manager visit the site by every 1 day per week and Project Engineer / Site engineer shall remain at the Site during the entire execution of the Project, co-ordinate and supervise the work and be generally responsible for the day-to-day execution of the Project. The M/s. National Aircon and its site team shall fully co-operate with the PRANAVA Representative and take instructions from the PRANAVA Representative during the entire tenure of the Project. The site engineers shall be increased as per the project requirement. b. Prior to commencement of the Project, the M/s. National Aircon shall provide the PRANAVA Representative the proposed site organization chart, the M/s. National Aircon Representative, Sub- Contractors and vendors proposed to be utilized in relation to the Project and get the same formally approved by the PRANAVA/PRANAVA Representative. c. The M/s. National Aircon Representative must be accessible at all times, shall attend all Site meetings, as required by the PRANAVA/PRANAVA Representative. 11.1. List of Personnel: The M/s. National Aircon shall deploy the following personnel on site as per the following: Project Manager-1 No. Site Engineer-2 No. ‘= Technician's-As per requirement ‘The M/s National Aircon shall submit an organization chart as stated above but not limited to, for Employer approval 12, Site Office and Stores: ‘Space & Materials for storage of material, machinery, establishing stores, site offices etc. free of cost to the extent of availability of space, after permission from the PRANAVA and the prohibited ‘material will not be accepted within the site. Inspections of operatior ‘The PRANAVA Representative shall at all times have access to the works, storage facilities and to all workshops and places where work is being prepared or from where materials, manufactured articles of machinery are being obtained for the works and the M/s. National Aircon shall provide assistance in or in obtaining the rights to such access.13, Submittals: Within a period of seven days from the date of execution hereof, the M/s. National Aircon shall provide to the PRANAVA Representative the following: a) Method statement for the Project: b) B. Detailed deliverable schedule, ©) C Detailed organization chart for executing the Project; 4) d. Workmen's Compensation e) CAR Policy f) Labour License g) Welder Certificate's h) H Quality Assurance/Quality Control Plan; i) Site Logistics plan; i) EHS Plan; k)_ K Labour policy |) Manpower schedule; m) m, Material samples schedule; n)_n. Any other documentation as indicated by PRANAVA Representative. 14, Insurance Policies: M/s. National Aircon shall furnish the following policies: a. Workmen's Compensation Insurance for the M/s National Aircon and their staff and labour. b. Insurance against loss or damage by fire/theft/flood/riots or any other disaster to the works for an ‘amount equal to the value of the works executed under this Agreement and for M/s. National Aircon material, plant, machinery and equipment including material issued to them by the PRANAVA. c. Insurance of materials and equipment for transit, erection, testing and commissioning. d. The PRANAVA is to be endorsed as co-insured, loss payee and beneficiary under all insurance policies taken out for the purposes of this Agreement. e. The M/s. National Aircon shall be responsible for, settling the claims, against the PRANAVA due to activities of the M/s. National Aircon failing which the M/s. National Aircon shall be responsible for making good the loss/ damage, if any, to the PRANAVA. 15, Project close-out deliverables: ‘The M/s. National Aircon shall be responsible to provide all the Project close-out deliverables as per the Tender Documents, prior to submitting its final bill. Such deliverables shall include but not be limited to: a, Guarantees/Warrantees b. Special warranties c. Extra, ad. Test reports as applicable e. Contact List of material suppliers f. Operation & maintenance manual of Equipment's & Trait certificate duly accepted by PRANAVA ing g. handing over/ taking over H.as Built Drawing (Hard & Soft copy) 16, Clearance of site on completion: (On the completion of the works the M/s. National Aircon shall clear away and remove from the site all, surplus materials, rubbish/debris and temporary works of every kind, and leave the whole of the site and works clean and in a workman like condition to the satisfaction of the PRANAVA Representative at M/s. National Aircon own expenses. 17. Contract Documents: The following documents, including any amendments and addendums thereto, shall be deemed to form and be read and construed as an integral part of this Agreement: |. Final Offer from Daikin Air Conditioning issued through email dated 30 March 2021 | Annexure b-Technical Specifications ii, Tender Annexure c- List of approved makes iii, Tender Annexure d-Bills of Quantities .V. Tender Annexure e - GFC Drawings vi, Any other subsequent written correspondence regarding the Project. 18. M/s. National Aircon failure to carry out required work: Without prejudice to any other right of PRANAVA under this Agreement or applicable law, IF the M/s. National Aircon: |. fails to do any works as per the Contract Documents; ii, Fails to achieve the scheduled progress and desired quality as specified in the contract Documents; ii, fails to rework, repair, remove, make good any defects and replace defective equipment and materials or re-perform defective workmanship to acceptable quality in a manner acceptable to PRANAVA; iv. withdraws from or abandons the work before completion of the work; V. assigns, transfers, sublets the work without Pranava written permission resulting in termination of ‘Agreement or part thereof by the PRANAVA;The PRANAVA Representative reserves the right to take necessary action to get the work or part of, work executed at the sole cost and risk of the M/s. National Aircon, such action will be initiated by siving a 7 days' notice by the PRANAVA Representative. In addition, the PRANAVA shall be entitled to levy a penalty on the M/s. National Aircon equivalent to 50% of the cost and expenses that the PRANAVA incurs in connection therewith plus applicable taxes. The actual cost of such work incurred by the PRANAVA shall be deducted from any monies due or which may become due to the M/s. National Aircon, or recover the same as a debt due from the M/s. National Aircon. 19. Indemnity: M/s. National Aircon hereby releases and shall indemnify, defend and hold harmless the PRANAVA, and their subsidiaries and affiliates and the officers, agents, employees, successors and assigns and representatives of all the foregoing from and against any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, interest, attorney's fees, costs, expenses, and losses of whatsoever kind or nature in connection with or incidental to the performance of this Agreement, whether arising before or after completion of the work hereunder any manner directly or indirectly caused, occasioned, or contributed to in whole or in part, or claimed to be caused, occasioned or contributed to in whole or in part, by reason of any act, omission, fault or negligence whether active or passive of M/s. National Aircon, its suppliers, subcontractors or of anyone acting under its direction or control or on its behalf. 20. Termination: 20.1 In the event any of the following events has occurred ("Contractor Default") and is continuing, the PRANAVA may, notwithstanding any previous waiver and after giving 3 (three) days’ notice in writing, have the right, in addition to any other rights under this Agreement or applicable law, to terminate this Agreement, in full or in part thereof: If the M/s. National Aircon ceases or threatens to cease to carry on his business; li, the M/s, National Aircon is adjudged insolvent or bankrupt or any proceedings of insolvency or bankruptcy have been instituted, threatened or pending against them or an order for winding up, liquidation or dissolution has been made against them; or iil, If the M/s. National Aircon suffers any payment under this Agreement to be attached by or on behalf of any of the creditor of the M/s. National Aircon, or iv. If the M/s. National Aircon assigns this Agreement or any part thereof without the prior consent in writing of the PRANAVA; or v. If M/s. National Aircon/ their bankers create any hurdles/ problems to PRANAVA Projects on claiming the Unconditional bank guarantee given to PRANAVA Projects, then this agreement stands cancelled. creates charge or encumber this Agreement on any payments due or which may become due to the M/s. National Aircon hereunder without the prior written consent of the PRANAVA; or vi. If, in the opinion of the PRANAVA, the M/s. National Aircon fails to commence the works or has failed to proceed with the works with such due diligence and failed to make such due progress as would enable the pleted within time agreed upon, orvi. If the M/s. National Aircon has neglected or failed to observe and perform all or any of the acts, matters or things required by this Agreement or instructed by the PRANAVA Representative's to be observed and performed by the M/s. National Aircon; or Vili. If the M/s. National Aircon is in material breach of its obligations under this Agreement and, in ‘the case of such breach capable of being remedied, fails to remedy that breach within thirty (30) days of receiving notice of such breach; are ix. If the M/s. National Aircon has failed to remove materials from the site or to pull down and replace the work after receiving a written notice from the PRANAVA that the said materials or work were condemned / rejected; 20.2 termination, the PRANAVA Representative may enter upon and take possessions of the works and all plant, tools, scaffoldings, sheds, machinery and other power utilities and materials lying upon the Site, adjoining properties, roads or elsewhere, and use the same in carrying on and completing the works in any manner deemed fit by the PRANAVA. The M/s. National Aircon shall not in any way interrupt or do any act; matter or thing to prevent or hinder any other contractor or other person or persons employed completing and finishing or using the materials and plant for the works. 20.3 Removal of Store and Equipment on termination If this Agreement is terminated, the M/s. National Aircon shall, with all reasonable dispatch, remove from the above said Construction site all constructional plant/machinery/Equipment and shall give similar facilities to his sub-contractors/ other contractors to do so, unless the PRANAVA Representative has detained the same in accordance with the terms and conditions of this Agreement for the purpose of disposal to recover any moneys due to it. ‘As and when found necessary, the PRANAVA representative may give notice in writing to the M/s. National Aircon to remove his surplus materials and Equipment. Should the M/s. National Aircon fail to do so within a period of 10 days after issue of such notice, the PRANAVA shall be free to deal with the same in the manner it deems fit and the M/s. National Aircon shall not have any claim whatsoever for the same... 20.4 Valuation on termination ‘The PRANAVA Representative shall, as soon as may be practicable after such termination by the PRANAVA fix and determine after such investigation or enquiries as he may think fit to make or institute, and shall certify what amount, if any, had up to the time of such termination been reasonably earned by or would reasonably accrue to the M/s. National Aircon in respect of work then actually done by him under the Agreement. 20.5 When the works are completed or as soon thereafter as convenient, the PRANAVA Representative shall ascertain and certify in writing under his hand what (if anything) shall be due or payable to or by the PRANAVA for the value of the said materials consumed, excluding any plant, tools, scaffoldings, sheds, machinery etc, so taken possession of by the PRANAVA subject to adjustment of the expenses or loss which the PRANAVA shall have been put to in proceeding the amount, which shall be so certified shall thereupon be paid by the works to be completed oe (Kosabe, and the certificate of the PRANAVA representative shall be final and conclusive between the Parties 20.6 It is clarified that the M/s National Aircon shall not have any claim whatsoever for use by the ANV of any plant, tools, scaffoldings, sheds, machinery, power utilities etc... Taken possession of by the PRANAVA, in carrying on and completing the works including any charge towards lease, rent, hire, idling charges, depreciation or any other compensation howsoever called. 20.7 Payments on termination: If the Agreement is terminated, the M/s. National Aircon shall be paid by the PRANAVA for all work executed prior to the date of termination at the rates and prices provided in the Agreement and in addition: a. The amounts payable in respect of any items, so far as work or service comprised therein has been carried out are performed, and a proper proportion as certified by the PRANAVA Representative of any such items, the work or service comprised in which has been carried out or performed. b. At the option of the PRANAVA, the cost of materials or goods reasonably ordered for the works which shall have been delivered to the M/s. National Aircon or of which the M/s. National Aircon is, legally liable to accept delivery, such materials or goods becoming the property of the PRANAVA, upon such payments being made by him. c. Provided always that against any payments due from the PRANAVA under this sub clause, thorn shall be entitled to be credited with any outstanding balances due from the M/s. National Aircon for advances and any other sums which at the date of termination were recoverable by the PRANAVA from the M/s. National Aircon under the terms of the Agreement. 4d. Provided further that the M/s. National Aircon shall not be entitled to be paid for any work, which is not executed in accordance with the specifications given to the M/s National Aircon. 20.8 If the PRANAVA shall terminate the Agreement, he shall not be liable to pay the M/s. National Aircon any money on account of the works until the expiration of the Defects Liability Period and thereafter until the costs of execution and final completion, damages for delay in completion, if any, and all other expenses incurred by the PRANAVA have been ascertained and the amount thereof certified by the PRANAVA Representative. 20.9 Asa result of termination, if any amount is ascertained as due and payable by the M/s. National Aircon to the PRANAVA, then the M/s. National Aircon shall, upon demand, pay to the PRANAVA, such amount and it shall be deemed a debt due by the IM/s. National Aircon to the PRANAVA and shall be recoverable accordingly and the PRANAVA shall have the right of lien over any plant, machinery, equipment, tools, scaffoldings, sheds etc., of the M/s. National Aircon for due discharge of such debt. 21, Force Majeure: Notwithstanding anysh ned hereinabove, neither party to this contract shall be liable to Tee £4)‘+ From the date of issue of the Work order till the completion of work, if there occurs an event of Force Majeure which includes, but not limited to, earthquake, floods, famine or terrorist attacks, war (if declared or not), hostilities, invasion, act of foreign enemies, rebellion, revolution, insurrection, military or usurped power, strike, civil war, riot, commotion or disorder or any other irresistible force, Pandemic situation PRANAVA shall have option to terminate the contract, if such Force Majeure continues for a period of 30 days or beyond. * In case of delay or default by a government agency, local authority or statutory undertaker in carrying out work or granting the consents and approvals in pursuance of its statutory obligations in relation to the Initial Works or exercise after issue of this Work order any statutory power which restricts the availability or use of labour or prevents delays the prospective M/s. National Aircon in obtaining goods, materials, fuel or energy for 30 days or beyond, PRANAVA shall have the right to terminate the contract with immediate effect. + If during tenure of the contract, any completed portion of the work is destroyed or damaged by fire (not caused by any wilful act of the M/s. National Aircon), earthquake, tempest, flood, lighting, Pandemic situation, violence of any army or mob or enemies of the country or by irresistible force of the orders of any statutory authorities or any other natural calamity so as to render the portion of work completed unfit for the purpose for which it was constructed for 30 days or beyond, the PRANAVA shall have the right to terminate the contract with immediate effect. ‘If during the term of the contract, the building or any part thereof is acquired or requisitioned by the government or any local authority or authority under any act or rules made there under, PRANAVA has right to terminate the contract with immediate effect. In cases of termination of the contract agreement as mentioned hereinabove, the prospective M/s. National Aircon shall reconcile the payment made to him and return the payment upon mutual discussions and amicably hand over the site a. Payment in the event of force majeure: If a Force Majeure event arises after the Agreement is made so that either Party Is prevented from fulfilling his contractual obligations, or under the law governing the Agreement, the Parties are released from further performance, then the sum payable by the PRANAVA to the M/s. National Aircon in respect of the work executed shall be the same as that which would have been payable under Clause titled "Payment on termination" herein. 22. Disputes: ‘a, M/s. National Aircon shall not be entitled to claim and neither PRANAVA shall be fixable to M/s. National Aircon or its suppliers or subcontractors of any tier in tort (including negligence), or contract except as specifically provide in this Agreement. . Any dispute, difference, question, controversy or claim arising out of or attributable to the execution, interpretation, validity, performance, breach or termination of this Agreement or any other document executed or contemplated to be executed in relation thereto which cannot be resolved by mutual discussions and clarifications and negotiation, shall be considered a dispute ("Dispute") within the meaning of this clause.«. If for any reason PRANAVA and M/s. National Aircon are unable to resolve a Dispute within 15 (fifteen) calendar days of the arising of such a Dispute, the M/s. National Aircon shall notify PRANAVA in writing that @ Dispute exists and request for a final determination by PRANAVA Representative. d. Any such request by M/s. National Aircon shall be clearly identified by reference to this clause and shall summarize the facts in Dispute and M/s. National Aircon proposal for resolution. fe. PRANAVA Representative shall, within thirty (30) calendar days of any request by M/s. National Aircon, provide a written final determination setting forth the contractual basis for its decision and defining what adjustments it considers equitable £. Upon M/s. National Aircon 's written acceptance of PRANAVA Representative's determination, the ‘Agreement will be modified and the determination implemented accordingly or, falling agreement, PRANAVA may in its sole discretion pay such amounts and/or revise the time for performance of the ‘work in accordance with PRANAVA Representative's final determination. g. If PRANAVA Representative's final determination is not accepted by M/s, National Aircon the matter shall, within thirty (30) calendar days, be referred PRANAVA and M/s. National Aircon shall promptly prepare and exchange memoranda addressed to PRANAVA stating the issues in Dispute and their respective positions, summarizing the negotiations that have taken place and attaching relevant documents. h. PRANAVA/ his Representative and M/s. National Aircon will meet for negotiations at a mutually agreed time and place. |. Ifthe matter has not been resolved within thirty (30) calendar days of the commencement of such negotiations, the Parties agree to consider resolution of the Dispute through some form of Alternative Dispute Resolution (ADR) process, which is mutually acceptable to the Parties. Should the Parties agree to pursue an ADR process each Party will be responsible for its own expenses incurred to resolve the Dispute during the ADR process K. If the Parties do not agree to an ADR process or are unable to resolve the Dispute troughed, within thirty (30) calendar days of the date seeking for ADR process, the Parties agree to proceed in accordance with the Clause titled "ARBITRATION" herein. |. The M/s. National Aircon Shall not hold or stop the progress of works in any manner during the process of dispute resolution or arbitration. 23. Arbitration: ‘a. All Disputes and difference arising out or in connection with Agreement whether during the progress of work or after completion which cannot be finally resolved by amicable negotiation or ‘ADR process shall be referred for Arbitration under Arbitration and Conciliation Act, 1996 for adjudication by a sole arbitrator appointed by the Parties with mutual consent and on failure to identify such sole arbitrator by two Arbitrators, one to be nominated by the M/s. National Aircon and one to be nominated by the PRANAVA. b. cee. The decision or award of the majority of the arbitrators shall final and binding upon, the parties. d. The place of arbitration shall be Hyderabad and the arbitration shall be carried out in the English language. e. The Disputes, if any, between the Parties, shall be subject to the exclusive jurisdiction of the courts, Hyderabad. f. The fees to the third arbitrator shall be shared equally by the Parties and all other costs shall be borne by the respective Parties, subject to award of costs, if any by the arbitrators. g. During the Dispute resolution period, both the Parties shall continue to perform the irrespective obligations as per provisions of the Agreement. 24. Communications and Notices: All communications, certificates and notices from one Party to the other Party required to be given or served, shall be given or served in writing at the following respective addresses and contact number: Ifto the PRANAVA: Attention: Mr. Sridhar Address: H.No.8-2-293/A/1355B, Road. No. 45, Jubilee Hills, Hyderabad, Telangana ~ 500033, Phone: +91 9964721234 Email: ridhar@pranavagroup.com If to M/s. Daikin Air Conditioning: ‘Attention: Mr. Prashanth ‘Address DAIKIN Air Conditioning India Pvt. Ltd, Hyderabad Phone: 9640911158 E-mail: prasanthkumar.ad@daikinindia.com IF to M/s. National Aircon: ‘Attention: Mr. Syed Irfan Hussain ‘Address: Plot No.: # 368.37, Nandanavanam Colony, Shivam Road, Hyderabad, Telangana 500072. Phone: +91 8096906006 Email: irfan@nationalaircon.in Either Party may change a nominated address to another address in the country where the worksAll such notices and communications shall be effective (i) if sent by person, when delivered; (i) if sent by courier, 1 (one) business day after deposit with an overnight courier; (i) if sent by registered letter when the registered letter would, in the ordinary course of post, be delivered whether actually delivered or not (iv if sent by email, when sent. 25. Jurisdiction: This Agreement is governed by and shall be construed in accordance with the laws of India and the Parties hereto hereby irrevocably submit to the exclusive jurisdiction of the courts and tribunals in Hyderabad. 26. Survival: All indemnities set forth herein shall survive the termination of this Agreement. 27. Severability: If one or more provisions of this Agreement are held to be volt or unenforceable under applicable law, then such provision(s) shall be deemed to have been amended or deleted to the extent necessary to conform to applicable law and the remaining of this Agreement shall be valid and enforceable in accordance with it 28. Entire Agreement: This Agreement constitutes the entire agreement and expresses the complete, exclusive and final understanding between the Parties hereto with regard to the subject matter herein and revokes, supersedes and replaces all previous oral or written contracts, agreements, memoranda, correspondence or other communications between the Parties hereto relating to the subject matter hereof. This Agreement may be altered, amended, modified or supplemented only by an instrument in ing executed by both the Parties herein, if applicable for future requirement/ scope of works