ctN No.

U27320CT20r7PTC007918 I

Reg. Off 501 to 51'1. Harshit Corporate, Amanaka, G.E. Road, Raipur (C.G.)482010
on1.z2zzt6o,226346o
6ambhvLtd
Phone
Work Village - Sarora, Teh. - Tilda, Dist. - Raipur (C.G.) 493114 I

0771.2222372,2222374
I

Phone I

Sponge Power PvL Email info@sambhv.com I

PURCHASE ORDER
Ref: SSPPL/WETBULB/Po lOLOl2s-24
Date: 03.05.2023

To
WETBULB COOLING TOWERS
Wetbulb ComPlex, Wadia Estate,
Bail Bazar, Kurla (West),
Mumbai - 400070. Maharashtra.

Kind Attn: Mr. STANLEY.M

Sub: purchase Order for Design, Engineering, Manufacture, Supply, Packing

and forwarding, Transpoftation, Erection & commissioning of Auxiliary
cooling Tower for our 1x10MW CPP for Sambhv sponge Power Private
Limited, Vill Sarora, Tilda, Chhattisgarh-REG

Ref
1. Tender enquiry & Speciflcation sent by ARK to you vide mail dt 01'04'2023'
2. Your technical offer ref: WCT/QTN/5686/23-24 dtZI'04'23
3. ARK Comments in your offer vide mail dt: 25'04'2023'
4. Your response to our comments vide mail dated 26'04'23
5. Our FinalTechno commercial meeting held at our Raipur office on 29.04.23

Dear Sir,
With reference to the above and various discussions had with you, we are
glad to place this Purchase Order for Design, Engineering, Manufacture, Supply,
Cacking and forwarding, Transportation, Erection and Commissioning of
Auxiliary
cooling Tower for our lxtoMW CPP at our site at vill. sarora, Tah. Tilda,
Raipur, Chhattisgarh, India.

Page 1 of 12

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1.0 DEFINITIONS

The following words and expressions shall have the meanings hereby assigned to
them, except where the context othenruise requires:

1. "Purchaser / Buyer / End Client/Customer/Owner/SSPPl shall mean M/s.

Sambhv Sponge Power Private Ltd.
2. "Vendor/ Seller/Supplier /WETBULB /WBCT" shall mean M/s. WETBULB
COOLING TOWERS
3. Site shall mean facility of the Purchaser located at Village Sarora, Tilda,
Chhattisgarh
4. Warranty period shall be 12 months for the date of commissioning or 18

months from the date of last supply whichever is earlier

2.O ENGINEERINGCONSULTANTS
ARK Engineering and Power Consultants P Limited, Tiruchirappalli have been
appointed as our technical consultants and all technical documents shall be reviewed
and approved by them. Hence you are expected to coordinate with ARK for
submission of the technical documents and approval by them.

3.O PRICE BASIS

S!.no DESCRIPTION PRICE IN RUPEES
Design, Engineering & Supply of Auxiliary Cooling
1
Tower as per Technical Annexure
2 Packing & Forwarding of above 17,80,OOO.0O
3 Transportation
4 Erection & commissioning of above 112Or000.o0

19rO0,0O0
TOTAL (INDIAN RUPEES NINETEEN LACS
oNLY)

Above Price is Basic, shall be firm & fixed till the commissioning of the plant as per
agreed schedule,

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4,O PACKING & FORWARDING
Packing & in the above price. All Items to be properly
Fonruarding is INCLUDED
suppofted with suitable wooden/steel packings etc., as per industrial standards.
Loose Items to be packed properly in wooden boxes with proper marking &
identification. The packing shall be road worthy & properly stringed with steel/nylon
strips etc., & protecting the components from any damage during transit

5.0 cGsT/sGsT/rGsT
Shall be paid extra at actual as applicable at the time of dispatch.
Other Documents required are:
1. Transpofter copy of modvatable invoices (along with the transporter)
2. Original consignee copy of L/R along with other dispatch documents directly to us.
Deliverychallangivingdetailsviz,NameoftheItem,@,
Package / Case Nos. etc

6.0 TRANSPORTATION
The above price is INCLUSIVE of Transportation charges for transporting goods /
components from your works I your contractor works I your sub vendor works to
our site at Village Sarora, Tilda, Raipur, Chhattisgarh -493114.

7.O TRANSIT AND SITE STORAGE INSURANCE

A. Transit insurance for the manufactured items & other bought out items from your
works / sub vendor's works to work site shall be arranged and borne by you
(WETBULB). Insurance for site storage will be arranged by us.

B. Storage prior to dispatch

If equipment cannot be shipped due to any cause attributable to the Purchaser
beyond 12 months from the date of order, Storage Charges @ mutually agreed
price/month shall be applicable. However, Storage Charges up to 12 months in
supplier Place is included in the above price.

GE. P

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8.0 LIQUIDATED DAMAGES
Sr. No. DESCRIPTION PENALTY
Liquidated Damages

The liquidated damages for delay in supply &

1 Delay in Supply commissioning of the cooling tower will be at the rate
of 0.5olo of the order value for every week, subject to
a maximum of 5o/o of the Basic order value.

Shortfall in performance

2 Power Consumption Rs. 1.5 lacs for every KW increase subject to a

Equipment Performance
3 the rate of 0.5 o/o for every 0.5oC reduction in AT
Parameters
Overal! Cap for Penalty for
shortfall in performance
Overall Cap for delay and
Penalty for shortfall in
performance
maximum of 5o/o of the order value.
The penalty due to shortfall in performance will be at
subject to a maximum of 5o/o of the order value
Overall cap for the shortfall in performance shall be
limited to 7.5 o/o of the basic order value
Overall cap for the delay in supply and shortfall in
peformance shall be limited to 10olo of the basic
order value

9.O DESPATCH INSTRUCTIONS

Auxiliary Cooling Tower and its components shall be dispatched to the following
address.

M/s. SAMBHV SPONGE POWER PVT. LTD.,

Delivery Address VILLAGE: SARORA, TILDA, DIST: RAIPUR
CHHATTISGARH-493114

Phone Number 91091 66293

Our GST Number 22AAYCS559OC1Z1

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10.O DELIVERY AND COMMISSIONING

Auxiliary Cooling Tower and it's all components should be delivered, Erected and
commissioned within 5 months from the date of Purchase order along with requisite
advance. You will provide all the civil construction drawing within 4 weeks from the
order. If the civil drawings get delayed beyond the time specified, the construction
also will go beyond the same extent. You will still complete your commissioning
within 5 months from the date of PO. If civil construction is getting delayed on our
account, then the commissioning period will be extended beyond 5 months by the
same extent.

11,0 TERMS OF PAYMENT

Supply

lOo/o Advance along with Purchase order

Ljo/o Against Submission & Approval of GA

5o/o On Ordering of Major Bought out Items

5o/o On submission of Civil Construction drawings for the Basin and Forebay

Along with 100o/o taxes and duties against readiness of equipment and
inspection at your works as per agreed QAP and against proforma invoice on
70o/o
pro rata basis before dispatch as per agreed billing schedule and against
submission of 10o/o peformance bank guarantee valid till warrantee period.
Erection and Commissioning
l0o/o On mobilization of tools & tackles and manpower at site

80o/o On prorate basis against mutually agreed milestone

on successful commissioning against submission of pefformance bank

LDo/o
guarantee for 10% of the contract value valid till warrantee period

GEP o,

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12.0 BILL OF MATERIAL - DESPATCH
You shall submit the detailed Bill of Material of all the items (packing slip) along with
dispatch documents as part of shipping document.
Responsibility and liability for all goods damaged/lost in full or in paft in transit will
be of the supplier, if it is due to negligence and lapse on the part of supplier in
packing & forwarding.

13.O INSPECTION
You will submit detailed inspection & quality assurance plan for shop made
components as well as bought out components identifying witness & hold points at
various critical stages. This QAP shall be reviewed and approved by SSPPL/ARK.
Any inspection request shall be made in writing to SSPPL. Upon receipt of such
written requests SSPPL shall depute their representative within 10 working days.

In event of SSPPL not being able to depute their representative with in 10 working
days SSPPL shall send a written inspection waiver/dispatch clearance. If we fail to
undeftake inspection on such date intimated by you (or) failed to issue waiver
ceftificate with in 10 days of intimation you shall proceed for dispatch with no
obligation to us.

14.0 MISTAKES IN INFORMATION

a. The Vendor's shall be responsible for any discrepancies, errors or omissions in
the drawings and information supplied by them, whether they have been
approved by SSPPL or not.

b The Vendor's shall carry out at their own expenses any alternations or
remedial work necessitated by such reasons. If the same is done by the
Purchaser on Vendor's behalf, Vendor's shall bear all costs for such remedial
action / alternation etc.

15.0 TIME - THE ESSENCE OF CONTRACT

a. The time and the date of completion of the contract as stipulated by the
Purchaser without modifications and so incorporated in the contract agreement
shall be deemed to be the essence of the Contract. The Vendor's shall so
organize his resources and perform his work as to complete it not later than the
date agreed.

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 b. The Vendor's shall submit a detailed Project schedule within the time frame
agreed consisting of adequate number of activities covering various key phase
of the work such as engineering, design procurement, manufacturing,
shipment, within Thirty (30) days from the date of P.O and release of advance.
The above Project schedule Chart shall be reviewed periodically and review
reports shall be submitted by the Vendor's.

16.0 WARRANTY
Warranty period will be 12 months from the date of commissioning or 18 months
from the date of dispatch whichever is earlier.
During the aforesaid Warranty period, you shall, at your own expenses, upon written
demand by us, promptly repair or replace at the plant site, free of cost to us, any
paft/s constituting the plant:
A) Which may be of defective or incorrect design, or
B) Which under normal and proper use and maintenance proves defective in
workmanship or materials or deficient in performance, subject to normal wear
and tear.
If you fail to so repair or replace the plant and equipment promptly within
lOdays of our intimation, we may repair or replace the same at your sole risk and
expense without prejudice to any other rights, which we may have under the order.
Such Expenses will be recovered from your bills/PBG or WETBULB shall liable to pay
to the Purchaser such aforesaid expenses

You shall depute your competent personnel to site within 48 hours of intimation from
us for attending such defects.

L7.O BILLING BREAK -UP

i) You shall prepare and submit to the ssPPL for approval, a break-up of the
Contract Price within 3Odays of this Purchase Order.
ii) Billing schedule of the vendor's shall be in line with the requirement of
the SSPPL in terms of the details like description of item, quantity etc. and
the vendor's shall raise invoices strictly in accordance with the approved
billing schedule. In case any revision in the billing schedule is required to be
done to suite the requirement of SSPPL, the Vendor's shall comply with such
request forthwith.
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 iii) Dispatches should be sequential to suit erection sequence and schedule. For
non sequential dispatches, payment shall not be made by us till such items
requirement arises at site for erection.

18.0 TRAINING OF PURCHASER'S PERSONNEL

a. The Vendor's shall undertake to train free of cost, two (2) engineering
Personnel selected and sent by the SSPPL at the works/H.O. of the Vendor's
for two days'duration and/or at site during erection & commissioning period.
The nature of training for the individual personnel shall be agreed upon
mutually between the Vendor's and the SSPPL.
b. The SSPPL will bear the cost towards traveling and of boarding, lodging
expenses of trainees during this training. The Vendor's liability shall be
restricted to providing of training and training material.

19.O SUSPENSION OF WORK

a. The End Client rights are reserved under this agreement to issue order for
the suspension of this contract with the consent of Vendor's.
b. The SSPPL reserues the right to suspend and reinstate execution of the whole
or any paft of the supplies without invalidating the provisions of the Contract.
The SSPPL will issue orders for suspension or reinstatement of the work to
the Vendorb in writing subsequent to mutual agreement.
c. For a suspension period longer than 1 month for any reason, the implications
w.r.t. price escalation and delivery shall be mutually discussed & agreed.

20.O CANCELLATION
Orders received and acknowledged by supplier may be canceled with the mutual
written consent. The advance paid along with the order shall be returned if supplier
has not stafted manufacturing activities. If supplier has started the manufacturing
activities, the Purchaser shall compensate the Supplier for the work already carried
out on their behalf and the value will be mutually discussed and agreed.

2L.O ACCEPTANCE OF PLANT:

The Plant shall be considered as provisionally accepted immediately on successful
commissioning of the Auxiliary Cooling Tower. However, the final acceptance of the
Plant shall be on successful completion of performance guarantee test and issue of
final acceptance ceftificate by us.
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22,O LIMITATION OF LIABILITY

The liability to the seller will be limited to the total value of the contract. Either Party
shall not be responsible to the other Party for any indirect and/or consequential
damages including but not limited to loss of production, loss of profit, loss of
interest, loss of business relation, etc.

23.O FORCE MA,IEURE:

"Force Majeure" shall mean an exceptional event or circumstance.

Force Majeure may include but is not limited to, exceptional events or circumstances
of the kind listed below, so long as conditions (i) to (iv) above are satisfied.

i) War, Hostilities (whether war is declared or not), Invasion, Act of foreign

enemies,
ii) Rebellion, Terrorism, Revolution, Insurrection, Military coup or Usurped
power, or Civil War, Riot Commotion, Disorder, Strike or Lockout by persons
other than the Supplier's personnel and Sub-contractors,
iii) Munitions of War, Explosive Materials, Ionizing Radiation or Contamination by
radio - activity and
iv) Natural Catastrophes such as Earthquake, Floods, Tsunami, Hurricane,
Typhoon or Volcanic activity.

If the Either Party (Purchaser/Supplier) is or will be prevented from peforming any

of its obligations under the contract by Force Majeure, then the the party wishing to
claim shall give notice to the other pafty of the event or circumstances constituting
the Force Majeure and shall specifo the obligations the peformance of which is or
will be prevented. The notice shall be given within 14 days after the party has
become aware or should have become aware of the relevant event or circumstance
constituting Force Majeure.

The either party shall, having given notice, be excused performance of such
obligations for so long as such Force Majeure prevents the pafi from peforming
them. In the event of resumed force majeure condition, both the pafties shall agree
upon a revised basis of continuing the work to restrict the delay not beyond 4
months.

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24.O EXCESS MATERIALS:
The excess material sent to site along with components for contingency and safe
transpoftation purpose will be taken back by you subsequent to commissioning of all
Equipments with our written consent only.

25.O STATUTORY APPROVAL

For statutory approvals like CEIG, etc. you shall provide necessary technical
assistance by way of providing drawings / documents as required. Coordination with
CEIG for electrical work within your terminal point is our responsibility. We will pay
statutory & inspection fees required at site through valid challan.

26.O SUBMISSION OF DESPATCH DOCUMENTS

The Vendort shall submit the following along with each dispatch.
- Delivery challan containing details of the equipment / items dispatched
- Packing slip containing the quantity, number of packages etc.

27.O AFTER SALES SERVICE

Vendor shall be responsible for providing prompt & efficient after sales seryice to
SSPPL. Vendor shall respond to any seruice call within 48 hours/ 2 working days from
the time of call.

28.0 JURISDICTION
All disputes arising out of this contract will be subject to the jurisdiction of RAIPUR,
CHHATTISGARH.

29.O DISPUTES, ARBITRATION AND APPLICABLE LAW

Settlement Negotiation among the Pafties.

29.L If any dispute arises in connection with this Contract, the responsible representatives
of the pafties shall attempt. In fair dealing and in good faith, to settle such dispute.
If a pafty proves written notification to the other Party that such attempt has failed,
then each party shall promptly appoint in writing a senior representative duly
authorized to resolve such dispute. Representatives from our Consultant shall also
be a part of such discussions. Each Pafi shall give notice of the appointment of
such senior representatives shall try to reach an amicable settlement. If such senior
representatives have not been appointed and/or to reach an amicable

PUR
Page 1O of L2
 settlement within a time period of 30 (thirty) days after the appointment of the first
senior representative or such other time period as the Pafties may agree in writing,
then either party. by written notification to the other Party, require that the dispute
be submitted for resolution pursuant to Art. Nothing in this and the following
Articles shall limit the right of the Parties to seek relief intended to preserve the
status quo or interim measures, such as preliminary injunctions. for any court of
competent jurisdiction, the pre-arbitral referee and/or the arbitral tribunal. If a
claim in dispute may become agree upon a suspension of such statute of
limitations, the Parties shall agree upon a suspension of such statute of limitations
during the settlement process set forth in this Article 29.1. and 29.2. The
suspension shall be agreed and documented in a way to be effective under the
applicable law. If the Pafties cannot reach an appropriate agreement on such
suspension sufficiently in advance of the time bar becoming effective, the Party
whose claim may become time barred may initiate arbitration proceedings pursuant
to Article 29.3. irrespective of the prerequisites of this Article 29.L and 29.2.

29.2 In the event of a dispute arising out of or relating to this Contract, including any
question regarding its existence, validity or termination, the Parties shall first seek
settlement of that dispute by mediation in accordance with India Mediation Rules,
which Rules are deemed to be incorporate by reference into this Article.

29.3 ARBITRATION
If the dispute is not settled by mediation as mentioned in Article 29.1 above
within 30 (thirty) days of the appointment of the mediator, or such further period
as the Parties shall agree in writing, the dispute shall be referred to and finally
resolved by arbitration under the India Arbitration Rules, which are deemed to be
incorporated by reference into this clause.

The language to be used in the mediation and in the arbitration shall be English
The governing law of the contract shall be the substantive laws of India.
In any arbitration commenced pursuant to this Article.
The seat of the arbitration shall be at CHHATTISGARH

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30.O DOCUMENTATION
You shall submit us QAP for our review. You shall submit us the documents as per
relevant section of Technical Contract Document with additional copies to our
M/s ARK Engineering & Power Consultants (p) lt4 B-2O7,
consultant
Harihar Residency, 2ND Floor, NO,ZO, Mannarpuram Main Road,
Mannarpuram,Tiruchirapalli-d2o 020, Tamil Nadu for review.

You will sign all copies of this Purchase Order and return to us one copy of the same
as a token of your acceptance of the Purchase Order with all the terms and
conditions mentioned therein.

Yours Sincerely,
FOT SAMBHV SPONGE POWER PVT. LTD.,

Authorised
Encl- Tech Annexure

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