THE INDIAN HOTELS COMPANY LIMITED (CIN: 1749999MH11902PLCDOOI83 "Narang House 2nd Floor C, S, Mahataj Marg Apollo Bunder Mumbai 400 001 India Tel 91 22.6745 0300 Fax 91 222287 4746 site: www.tajhotels.com e-mail central purchase(@tajhotels.com, Ref: TGH/CMG/15-16/169 Date: Monday, January 18, 2016 Dabur India Limited. Balsara House, 43, Nagindas Master Road, Fort, Mumbai - 400001, Tel: 022-99559522 / 39412525 Fax: 022- 66390633 Rovindra Pilai, Zonal Business Manager - West & South Zone Landline: Direct: 22-39559522, Mobile: +91981902818) Email: Ravindra.plloi@dabur.com Amitabh Singh, Head of Soles Business enterprises Landline Direct: 0120-3962538, Mobile: +919811149515 Email: Amitabh singh@dabur.com Registered Office: 8/3, Asaf Ali Road, New Delhi, Corporate Office, Kaushambi, Sahibabd-201010, Ghaziobod. Supply of Dabur Juices & Culinary products to the “TAI” Dear si, This has reference fo our discussions on the coptioned subject and your last email of 9" January 2016. We ore plecsed to confirm that you hove been selected as a preferred vendor for supply ofDabur Juices & culinary products fo the "TAJ" os detailed above, under the following terms and conditions. THE INDIAN HOTELS COMPANY LIMITED, a company incorporated under the Indian Companies Act, 1882 and having its registered office at Mondlik House, Mandlik Road, Mumbai 400 001 (herein after referred fo as “TAS” ‘which expression shal, uniess repugnant to the context or contrary to the meaning thereof mean and include its associates, affiliates, subsidiaries, successors, assigns and hotels under the brand name Vivanta by Toj, The Gateway Hotels and Ginger hotels, managed or operated by it) lHem/Rate/Specifications: Piease refer to Annexure A. Prices are Basic + VAT os exclusive and applicable in the various regions/states Any deviations from the agreed contractual terms os set forth in this agreement, @ prior approval from the Corporate Materials Group, Mumbai willbe taken before accepting purchase orders from any hotel/company of To) Group. Vaiaity: Validity of these terms & conditions between Dabur india Lic, and “TAJ" will be from 1H February 2016up to 31" March 2017. You are requested to send us your commercial offer for the renewal of the current ARA 2 ‘months in advance of the expiry date, for our consideration 169 ana FofBackacED Ices DaBUH.docK TAJ MCE ATTATA Enterprise PagetOrdering: The Hotel units shall place their orders directly with you / your distributors. lotste: Axper hoteVunitrequrement fom me to time Detvery: ‘Major Reker | Win 2 working days rom the date of receipt of purchase order rom naval ‘iher Ger] wit 7 waving Gay fom The dale of recat of puchare order Fam indlgual un ‘The quantities will be verified by the hotel units. In the event the product is/are not as per final ‘agreed specifications the hotel unit wil reject the same. In the event if at any time your company is not in « position to supply the material in time, the hotels will buy similar products from the open market and the rate difference thereof together with expenditure incurred on transport, labour, packing materials or other such incidental expenditure will be debited to your account, The hotel will test the product for Quality Standards! Specifications at regular intervals. In the event the product fails the tests, the lot wil be rejected. The risk & ttle of the products will be of your company til the inspection of products completed at the our hotel premises Payment: The payment will be made by cheque directly by the concerned hotel units within 30 days from date of delivery of the complete order quantity placed by the unit subject to receipt of cll documents including invoices from your end, “itis agreed between both the parties that this is purely orate contract. Whilst INCL will abide by this contract and assume all fobilfies for hotels’ owned by its, the vendor is free to independently review credit terms to be extended fo non IHCL units and will have no recourse (on IHCL for disputes, outstanding dues, ete Dabur India Uid,, shall ensure compliance with all laws and regulations in force in relation to the supply of the goods and services as per the agreement, Dabur India Ltd,will cover and indemnity the “TAJ" for any damages or liablies that may be raised by the guests/statf on use of products supplied, Dabur India Ltd. will guarantee that the product supplied are non-toxic, and will not have any side effecis/and are in conformity fo the current FDA, PFA & FSSAI Standards and all other Food standard norms, In an eventuaity of samples being lifted by the PFA / FDA & FSSAI authorities. the sole ownership and responsibilty and the consequences arising there from shall be that of Dabur India Ltd.,and the hotel shall inno ‘way be responsible for the some, 169 -ARA FOR PACKAGED [UICES (DABUR).COCX PageTAIA Code of Conduct: Any offers, direct or indirect, any illegal payments, remuneration, gifts donations or comparable benefis to any. “TAS” employee which are intended to or perceived to obtain business or uncompetitive favors for the conduct of business, excepting nominal gifts which are customarily given and are of commemorative nature for special events, are strictly prohibited, ‘The Supplier/Contractor represents that it does not employ any child labour in the manufacture or supply of goods & services under this contract. The Supplier/Contractor represents that it has complied with and shall comply with all rules and regulations of the Child Labour (Prohibition and Regulation) Act, 1986, “TAJ® shall have the right fo terminate the Agreement forthwith in the event the Supplier/Contractor does any act or thing which shall contravene any provison of the Child Labour [Prohibition and Reguiation) Act, 1986, The ‘Supplier/Contractor shal be liable to "TAJ” for any loss and damage caused to it due to failure on the port of the Supplier/Contractor due to this. “The Supplier/Service provider represents that neither its Senior Management Team nor its Relationship Manager is related as family with the employees of the “Taj" nor has a shared office of profit with any employee: of TAJ whatsoever fo the best of i's knowledge and belief. Any such relationship should be formally disclosed to TAJ and documented by the supplier/ Service provider. In the event Supplier/Service Provider knowingly conceals such information, then “Taj* shall have the tight to terminate the agreement forthwith without ony prejudice to is rights under the contract and the Supplier/Service Provider shall be liable fo “Ta]" for any loss and damage caused to it due fo failure on the part of the Suppiier/Service Provider on account of this non-cisciosure” Safety: All the work force shall follow safety guidelines and protect the properly and personnel, basic safety tooIs ike helmets, safety goggles, safety shoes, work overhauls, hand gloves, fist aid kis, ete, shail be made available by you and shall be used by the personnel at site / within the property. Intellectual Property Rights IHCL is the proprietor of the names/marks/logos “TAJ" among vorious other trademarks, service marks ond other intellectual property rights. Supplier agrees that during the term and after the expiry or termination of this Agreement Supplier shall not use the names/marks/logos “'TAJ™ or any of the various intellectual property fights belonging to KCL elther alone or in conjunction or variation or combination with any other ‘names/marks/logos in any manner whatsoever including but not limited to on letterheads, websites, brochures, visting cards, banners, posters, marketing collaterals. advertisements, publications or in any other manner whatsoever and shall indemnify and keep indemnified IHCL for failure on the part of Supplier or any of its affliates / associates / subsidiaries / agents / officers/employees to comply with this clause. Supplier shall further be liable to pay without demur all charges, expenses and/or legal fees that INCL may expend in view of any action token by IHCL to cease Supplier or ony of ils affiates / associates / subsidiaries / agents / officers / employees from using any of its intellectual property rights during the term or after expiry or termination of this Agreement” It is hereby agreed that your company shall formally seek oUF prior approval before you use our Taj logo or make a public reference suggesting therein that you are our preferred vendors / service providers. 1169 - ARA FOR PACKAGED JUICES (DABUR).OCK Page 3Confidentiality Clause: ‘he Supper shall not, without the “TAJ"s prior written consent, disclose information in any manner except os expressly cuthorized by this Agreement. b. shal reat information with the same degree of care that it reals ils own confidential information, but in no event with less than a reasonable degree of care, ©. Both the parties shall not disclose the pices or any other information in any manner without the written consent of the other party. ‘Termination ©. Tojreserves the right fo terminate this agreement with a notice period of 30 days in the event the product supplied does no! meet with the standards and specifications or in any event of default mentioned in the order. Such right of termination shail be without prejudice to any other'fights and remedies that either party may have at low or in equity for damages or otherwise. b, Both parties shall have the right fo terminate this agreement for its convenience at any time, with or without cause, during the term of this agreement upon thinly (30) days’ prior written notice {the "Notice Period’ c. Neither party shall incur any labilty aring out of any termination, except for products previously provided prior to such termination. During the Notice Period, the Supplier shall provide products, and IHCL will pay for products, in accordance with unrevoked Taj's instructions pursuant to this agreement. The supplier shall, provide products ordered during the Notice Period in accordance with the terms and conaitions of this agreement. Each party shall remain responsible for its obligations with respect to actions and events prior fo the termination of this Agreement. ‘Commencing upon notice to either party of expiration or termination of this Agreement and continuing through the effective date of expiration or termination, both partes will provide each other reasonable termination assistance requested by the other porty to allow supply of products without interuption or adverse effect and to faciltate the orderly transfer of the subject matter of this agreement, Upon the expiration or termination of this agreement for any reason, the supplier shal, promptly retun or destroy all confidential information of the To, Governing Law Substantive laws of the Republic of Inia Arbitration Inthe event of any dispute arising out of orn connection with the subject matter of this agreement, both partes, agree to refer such dispute fo abitration to be conducted under the rules of the London Court of Intemational Arbitration, India ("LCIA India"). Arbitration proceedings shall be conducted before a Sole Arbitrator to be mutually appointed by the parties. I parties are unable to agree on a sole arbitrator, such sole axbitrator shall be ‘appointed os provided for under the LCIA India Rules. Seat of such arbitration shall be in Mumbai and proceedings shall be conducted in English, The decision of the arbitrator shall be final and binging, 169 - ARAFOR PACKAGED JUICES (DABUR).GOCX Page 4Jurisdiction Exclusive jurisdiction of the Courts in Mumbai Whilst “TAJ" has entered into on agreement with Dabur India Lid.jt reserves the right fo consider any new product of the same range for use at its hotel units, thereby reserving the right for not giving any exclusivity of the product supplied Kindly sign and retuin @ copy of this herein In case of formal acknowledgment of this annual rate agreement Is not 1 7 nitions We look forward fo a long and frutful association with Dabur India Ltd. Yours foithtully For The Indian Hotels Company Limited Agreed to at 4 Ashish Seth Associate Vice President - Materials ForDabur indi 169 -ARA FOR PACKAGED JUICES (DABUR) OC Page's ie Se cee eS aeANNEXURE A: RATES VALID FROM IST FEBRUARY 2916 UPTO 3ISTMARCH 2017 [ar [einer [Chandigam|oai [Gon [Cujat fone Irnouers fw rut se] ove ceyansc | cvasse | crane | evans | cruase | craic [sooo —Jownce a | Br) aa aa] sa] a] a] fso00%0 aco 2 seca ce [00055 — [rnc 2 seco ace fscni08 — fe 2 zo) sf 20 jscos34 —[oemur 2 soos) —Jeme a oom9— Jouve Es 2 [rsoo1co —furon a2 fsoossa foun 101799 foo onso wana = [= siof sea suse woe ‘aaa rr [va 0167 —rowaone = [= 20H ae 9 | so o1005 [wen ra [= ae a3 rr) [us soos —Jowre = [= soe ase 8 se[ 090s — feu = [= ae 8 | oss [ure [= efIAP [iar [Chandigarh Dein [Gon —_[Oapat_[faeyana|[Aimachaljamnn HK [MATE ae conta fora rowers = mal wen a a = saa a 705469 ower cy ‘a0a] sane] a = rr resins — freeze = 3 701379 lena -ssow 707579 —essuc- 2c 707578 — lana zoe lza7576 fawn[ANNEXURE A: RATES VALID FROM 1ST FEBRUARY 2016 UPTO SISTMARCH 2017 ae ee IMP [Net [Ores [Pondicheny [Nad | UP. rae Be raze aoose ma oss 7a oss om soo za bane boom cua hoc uTen es fo foi fo fo ls |s|s 1s éaria 5 ronersooa = ooo] sass] sense] ace] ase seoae] asnsn] 100) —sssne] 1000) wars] ssa] sen] 70970 —eocown = am) aa] eal aos) are =a eal es] sm] wal sexe] on] hosi0s — frvacezcw 2 mass] wa] mo2ef one) a seat mae moan] tl 1920] mae] nad 7011379 ema xesow 2 ‘an[ unl ox ail va za nl vail nl vol aa fro7sr9 —esnuc-sncu 2520] sesof seco 00] v0 ae 00 seo) saa] so] a 707578 —anaensoca 70] soo] seen] 00) 00 ase ‘uoo| —see0f sane] v0] 3120 707577 —lemene-rna @ ‘s7o[ soo] ten] seo] 09 ae ‘cof ston) vase] a0 te 7070s — lesen = ‘eat| oa] el eal a 0 al avol aul asl onl ool [root — [amore = ul su] —an| snl axl on] a] Sul au] a] an] em) an] sos — eset = a0o| anol sal ssi] seal sail saa eee] sm al —aal aa) aa j7asoo; Jeon ame @ aul ea] an] eal eao| aol san wal om] oa] wae seco) ca serio fours 00 z= a0] 5135 seat] soso] sa] soaal sr] ‘oni] soar] sean] was sra0) saa roe — [ern = w2s[| asf sas] sao] ssa neal 2 wo] sai] nai] no| mess] a