Annexure A

Address for Correspondence
TCL INTERMEDIATES C/o Thirumalai Chemicals Ltd.;
PRIVATE LIMITED 25-A, SIPCOT Industrial Complex,

Ranipet 632 403, Tamilnadu, India
(A SUBSIDIARY OF THIRUMALAI CHEMICALS LIMITED) Phone: +91-4172-244441, 2, 6
Fax: +91-4172-244308
Email: mail@thirumalaichemicals.com
PO NO: 2430189
PO DATE: 08-06-2023
Annexure – A
Terms and Conditions
BETWEEN
TCL INTERMEDIATES PRIVATE LIMITED (“TCLIPL”)
AND
M/S. AMERIKAN STEELS PVT LTD
401-402-403 Iscon Atria-1
Gotri Road, Vadodara-390021, GJ-IN
DATE
EFFECTIVE DATE OF CONTRACT - (08.06.2023)
FOR SUPPLY OF MS PLATE
CIN: U24290TN2021PTC148609
REGISTERED OFFICE: NO 556, VANAGARAM ROAD, AMBATTUR
CHENNAI – 600 053, THIRUVALLUR, TAMIL NADU, INDIA.
PHONE: +91 - 44 – 6605 7700, MOB: +91 96772 24531
TCL INTERMEDIATES PRIVATE LIMITED
Index
PREAMBLE ......................................................................................................................... 3
1. VENDOR SCOPE OF SUPPLY AND SERVICES ..................................................... 4
2. PRICES AND PRICE BASIS ...................................................................................... 4
3. PAYMENT TERMS...................................................................................................... 5
4. SHIP TO ADDRESS .................................................................................................... 5
5. PERFORMANCE GUARANTEES .............................................................................. 6
6. CONTRACTUAL DATE OF DELIVERY:................................................................... 6
7. DELIVERY PERIOD AND EFFECTIVE DATE OF ORDER ................................... 6
8. MAKE GOOD LOSSES AND NON PERFORMANCE .............................................. 6
9. CONFIDENTIAL INFORMATION .............................................................................. 7
10. TERMINATION ........................................................................................................... 8
10.1. TERMINATION FOR CONVENIENCE ................................................................... 8
10.2. TERMINATION FOR INSOLVENCY AND BANKRUPTCY .............................. 8
11. INSPECTION & TESTING REQUIREMENTS: ........................................................ 8
12. PACKAGING ................................................................................................................ 9
13. TRANSPORTATION AND INSURANCE: .................................................................. 9
14. GOVERNING LAW: ..................................................................................................... 9
15. CONFIDENTIALITY: .................................................................................................. 9
16. INDEMNITY AND LIABILITY .................................................................................. 10
17. INVALIDATION AND NON-WAIVER ...................................................................... 10
18. LIMITATION OF LIABILITY ................................................................................... 10
19. INVOICES: ................................................................................................................. 11
20. CERTIFICATES COURIER ADDRESSE: ............................................................... 11
Page 2 of 11
PREAMBLE
These Terms and Conditions (referred as “T&C”) will apply to the purchase order
(the “Purchase Order”) issued by TCL Intermediates Private Limited (hereafter
referred as “TCLIPL”) to which this is attached. Notwithstanding anything to the
contrary that may be mentioned elsewhere in Amerikan Steels pvt ltd (hereafter
referred as “Vendor”) quotation (“Offer”), correspondences from the vendor. The
following documents together constitute the “Contract”:
1. Terms and Conditions (“T&C”)

2. Purchase Orders
Hierarchy of Precedence (i.e. Descending Order of Importance):
1. Purchase Order
2. Terms and Conditions (“T&C”)
TCL INTERMEDIATES PRIVATE LIMITED (“TCLIPL” or “Buyer”) is the Buyer who

is setting up a petro chemical plant at its site in Dahej. (Hereinafter referred to as
“Project Orange”).
TCLIPL has its site in Plot No. D-2/CH/171/A, GIDC Industrial Estate, Dahej-Phase
II, Tal. Vagra, Bharuch, Gujarat, 392130 India, herein referred to as “Project Site”.
Both TCLIPL and Vendor will be jointly referred to as “Parties” or each as a “Party”.
Vendor understands that these are critical needs for the safe and reliable operation
of TCLIPL’s chemical plant, and the core purpose and reason for TCLIPL placing this
order on Vendor.
In the course of this order, TCLIPL will work with the Vendor closely to ensure
efficient and effective completion of the contract by the vendor and expect the same
level of mutual support from the vendor. TCLIPL will be available at all times as
reasonable, to promptly clarify, correct, support or resolve any issues that vendor
may face in execution of this contract and expect the vendor and its representatives
to work in the same spirit. However, this does not mean that the obligations or
requirements under this contract are in any way be compromised, reduced, diluted
or changed.
Acceptance of the Purchase Order includes acceptance of the terms contained

herein. No terms and conditions in the contract may be modified without
TCLIPL’s written consent. Vendor’s execution of purchase order or commencement
of work or shipment of goods will constitute acceptance of this contract.
Page 3 of 11
1. VENDOR SCOPE OF SUPPLY AND SERVICES

1.1. Vendor shall supply of MS plate as per specification shared to vendor by
TCLIPL.
1.2. Vendor shall supply of ordered material along with Original Material Test
Certificate (MTC). If any discrepancies are found, vendor shall replace
the material within 5 days without any liability to TCLIPL.
1.3. Vendor shall supply the Structurals as per Technical specification / Data
sheet attached in Section-2
1.4. Tolerance limit: Vendor shall supply the material with tolerance limit of
+/- 3% on weight basis. Payment will be made to vendor based on the
actual receipt of quantity at TCLIPL site.
2. PRICES AND PRICE BASIS

2.1. The Total Order Value for the entire ordered item is INR 21,99,798/-
(Rupees Twenty-One Lakh Ninety-Nine Thousand Seven Hundred
and Ninety-Eight Only ), C.P.T., TCLIPL designated vendor site basis as
per Incoterms 2020, including Roadworthy Packing & Forwarding and
Freight Charges.
2.2. The price breakup is mentioned Below

UNIT
S.NO DESCRITION QTY UOM AMOUNT
PRICE
PLATE IS 2062 GRADE.B(E250 B0),
1 6MM THICKNESS X 2000MM WIDTH X 13.106 MT 61,300 8,03,398
6000 LENTH
2 10MM THICKNESS X 2000MM WIDTH 9.382 MT 61,300 5,75,117
X 6000 LENTH
X 12000 LENTH
4 6MM THICKNESS X 1500MM WIDTH X 5.970 MT 58,800 3,51,036
6000 LENTH
X 6000 LENTH
TOTAL 21,99,798
2.3. The unit rates shall remain firm during the tenure of this order (i.e., up
to actual delivery date), unless TCLIPL makes additional requests beyond
what was mutually agreed in the negotiation, discussions and in the PO.
Page 4 of 11
2.4. Taxes:
Vendor shall charge GST as applicable as per GST Act and rule.
Vendor shall also file GSTR-1 and GSTR-3B and pay GST charged
under this contract on time. In the event of any failure in return filing
or payment of GST by Vendor, TCLIPL will withhold the applicable GST
amounts from their bills and the same shall be paid back to them only
after rectification of the failure by vendor.
2.5. The GST Registration number of TCLIPL is 24AAJCT0669G1Z9.
2.6. The Income Tax as applicable will be deducted at source and the TDS
certificate for the same will be submitted later.
3. PAYMENT TERMS
3.1. 100% of the total order value + 100% GST value shall be paid within 7
days after receipt of ordered material at TCLIPL designated site and
submission of clear and undisputed commercial tax invoice.
3.2. The ordered materials shall be dispatched by vendor only after inspection
and dispatch clearance of these by TCLIPL or its TPIA.
4. SHIP TO ADDRESS
M/s. TCL Intermediates Private Limited
GIDC, Phase-II, Dahej-393130
GSTIN: 24AAJCT0669G1Z9
S.NO DESCRITION QTY UOM

1 6MM THICKNESS X 2000MM WIDTH 9.72 MT Correct it
X 6000 LENTH - 20 Plates 11.30
4 10MM THICKNESS X 1500MM WIDTH 5.7 MT
X 6000 LENTH - 8 Plates OK
M/s. MEC Engineering Works

Plot No. 4211, GIDC,
Ankleshwar-393002
GSTIN: 24AAFFM6877N1ZL
Page 5 of 11
S.NO DESCRITION UOM QTY

1 6MM THICKNESS X 2000MM WIDTH X MT 3.39 OK
6000 LENTH - 6 Plates
2 10MM THICKNESS X 2000MM WIDTH X MT 2.83
6000 LENTH - 3 Plates OK
5. PERFORMANCE GUARANTEES
5.1. Vendor guarantees that the ordered item will be supplied in accordance
with TCLIPL’s specifications and requirements.
5.2. Further, Vendor guarantees good quality and workmanship of the
ordered items. If any defect / damage arising out of poor quality and poor
workmanship will be rectified / replaced by Vendor without any liability
to TCLIPL, within 7 days from the date of intimation.
6. CONTRACTUAL DATE OF DELIVERY:

The complete ordered items in all respects shall be delivered within 7 days
from the date of PO i.e. on or before 15.06.2023.
7. DELIVERY PERIOD AND EFFECTIVE DATE OF ORDER

7.1. Vendor will agree that the Effective Date of Order (“Order Date”) will be
date of execution of PO by both Parties.
7.2. Vendor will agree to deliver all goods, materials, equipment and items on
or before the contractual date of delivery as per Section 5.
8. MAKE GOOD LOSSES AND NON PERFORMANCE

8.1. In case, if the ordered equipment has not been made in accordance with
the Technical Specification of TCLIPL, Vendor shall replace such
items/equipments with the new ones quickly at its cost and effort, to
avoid operational and business losses to TCLIPL.
8.2. If the technical specification are not achieved, vendor shall perform
necessary action that is required to achieve the technical specification
at its sole cost and efforts and expeditiously to avoid damage and
Page 6 of 11
interruption to Plant Operations without any liability to TCLIPL, to

correct the failures and bring the plant and units to full and satisfactory
Design Performance, as guaranteed.
9. CONFIDENTIAL INFORMATION
9.1. In addition to any signed confidentiality Contract between the parties,
and except as may be required by law or court order or as necessary in
connection with the operation, repair, maintenance and modification of
materials, parts and equipment, Vendor agrees to keep and maintain
confidential any and all proprietary information obtained by Vendor
from TCLIPL, or it’s authorized representatives, affiliates, divisions,
parent, subsidiary, including and without limitation, all information on
the face of the Purchase Order, Project Name, Quality Documents,
Inspection Plans and to not disclose nor make use of such information,
without the prior written consent of TCLIPL, except in connection with
this Contract. Such information will not be disclosed to any third party
without the previous written consent of TCLIPL.
9.2. Vendor will safeguard the Confidential Information from unauthorized
use, access, or disclosure using no less than a commercially reasonable
degree of care. The recipient of Confidential Information will be
responsible for any breach of this Agreement caused by itself. Vendor
agrees to notify TCLIPL in writing of any misuse or misappropriation of
the Confidential Information of TCLIPL or its authorized representatives
that may come to its attention.
9.3. TCLIPL retains its entire right, title, and interest in and to all
Confidential Information disclosed by TCLIPL or its affiliates, divisions,
parent, subsidiary, representatives, and no disclosure of Confidential
Information hereunder will be construed as a license, assignment, or
other transfer of any such right, title, and interest to Vendor or any
other person receiving such Confidential Information.
9.4. Vendor hereby fully agrees to treat any and all information in
connection with this Contract as Confidential Information as defined in
this Section and refrain from any oral, visual or written disclosure
through including but not limited to brochures, catalogues, marketing
and trade shows, customer reference lists or similar.
9.5. On TCLIPL’s written request, Vendor shall promptly return all the
Confidential Information to TCLIPL as applicable and destroy all
Confidential Information in its and its representatives’ possession
including computers and other equivalent IT systems, and certify in
writing to TCLIPL the destruction of such Confidential Information.
9.6. Confidential Information does not include any information that:
a. Is or becomes generally available to the public not as a result of
recipient’s action.
Page 7 of 11
b. is obtained by recipient from a third-party that was not legally

or contractually restricted from disclosing such information;
c. recipient establishes by documentary evidence, was in
recipient’s possession prior to the disclosure hereunder;
9.7. Vendor shall ensure that all its employees, consultants, advisors,
contractors, sub-vendors are bound by the same obligations as set
forth in this Section as the Vendor himself.
10. TERMINATION
10.1. TERMINATION FOR CONVENIENCE
a) TCLIPL may terminate or suspend work under this Contract in
whole or in part at any time by giving written notice (including in
electronic form) to Vendor of such termination or suspension.
b) In the event of termination, if Vendor is not then in default, Vendor
will immediately stop all work in connection with the Contract.
TCLIPL will pay Vendor for actual direct material and labor costs
incurred by Vendor up to the time of such termination, subject to
certification of evidence of such costs by TCLIPL.
c) In the event of suspension, and if Vendor is not then in default,
Vendor will immediately stop all work in connection with the
Contract. Vendor will resume such work upon notice from TCLIPL.
At such time of resumption of work, Vendor will notify TCLIPL of its
actual direct costs incurred as a result of such suspension, and
TCLIPL will pay Vendor for such costs subject to certification of
evidence of such costs by TCLIPL. In each case, Vendor will use its
best efforts to mitigate the costs incurred.
10.2. TERMINATION FOR INSOLVENCY AND BANKRUPTCY
TCLIPL may terminate the contract in whole or in part if the Vendor
declares bankruptcy or is otherwise insolvent, without any
compensation to the Vendor, provided, that such termination will not
prejudice or affect any right of action or remedy which has accrued
and/or will accrue thereafter to the Contract. TCLIPL will provide a
notice in writing to the Vendor prior to such termination.
11. INSPECTION & TESTING REQUIREMENTS:

Vendor shall ensure the following requirements of TCLIPL
11.1. TCLIPL shall perform inspection for the ordered items. The charges for
the inspection shall be borne by TCLIPL.
11.2. TCLIPL will arrange the TPIA and the cost borne by TCLIPL.
11.3. 100% Visual Inspection of all components shall be done by TCLIPL or its
TPIA.
11.4. 100% Dimensional Inspection shall be done by TCLIPL or its TPIA.
Page 8 of 11
11.5. Vendor shall supply of ordered material along with Original Material Test
Certificate (MTC). If any discrepancies are found, vendor shall replace
the material within 5 days without any liability to TCLIPL.
12. PACKAGING
12.1. The equipment/goods/items in connection with this Contract shall be
fully protected by applicable methods of robust packaging for transport
by road, handling and lifting at all locations as applicable up to Project
Site.
12.2. Lifting points and markings, center of gravity, special stowage and
lashing instructions as necessary should be clearly specified by the
Vendor in the packaging to ensure no damage during handling and in
transit.
12.3. Applicable costs for packing, crating, shrink/stretch wrapping, dunnage,
bracing or rain, vibration, turbulence as necessary shall be included in
the overall Contract Price as agreed in the Purchase Order.
12.4. Any protruding part/item/component, sharp objects should be
sufficiently identified, covered with necessary packaging to ensure safe
lifting and handling operations at all times.
12.5. TCLIPL purchase order number must appear clearly on each package,
box, crate or other type of container.
13. TRANSPORTATION AND INSURANCE:

13.1. Vendor shall be responsible for transportation up to TCLIPL’s designated
site.
13.2. TCLIPL shall be responsible for transit insurance up to TCLIPL’s
designated site.
14. GOVERNING LAW:

This purchase order, including all matters pertaining thereto and all other
claims and causes of actions (whether in contract or in tort) arising out of or
related to this purchase order, shall be governed by and construed by the
laws of India (without regard to the conflict of laws principles thereof). Any
legal suit, action, or proceeding relating to this agreement must be instituted
and brought in the Indian Council of Arbitration. The place of arbitration
shall be Chennai, Tamil Nadu. Each party irrevocably submits to the
exclusive jurisdiction of such courts in any such suit, action, or proceeding.
15. CONFIDENTIALITY:
This purchase order and all the transactions contemplated hereby and any
information disclosed hereunder shall be considered confidential
information, as defined herein. Each party shall be bound to the obligations
thereunder by execution of this purchase order.
“Confidential Information” means any and all data and information

relating to the disclosing party’s business, in oral, visual, written, electronic
Page 9 of 11
or other tangible or intangible form, including without limitation, all

technical, non-technical, customers, end-users and application and/or
vendors, suppliers, licensees, contractors, written specifications, sketches,
drawings, schematics, know-how, equipment technology, process
technology, research areas, developments, product plans, business plans,
products, services, diagrams, formulae, processes, techniques, technology,
data bases, developmental or experimental work, contracts or agreements,
firmware, software, designs, ideas, discoveries, inventions, improvements,
copyrights, trademarks, trade secrets, customers, suppliers, markets,
marketing, finance information or other matter pertaining to any business
of the disclosing Party or any of its affiliates, clients, consultants or licensees
(which are proprietary and confidential in nature) disclosed either directly
or indirectly in writing, orally or visually, to recipient / its representatives.
Both parties shall safeguard the confidential information from unauthorized
use, access, or disclosure using no less than a commercially reasonable degree
of care. The recipient of confidential information will be responsible for any
breach of this agreement caused by itself. The recipient of confidential
information agrees to notify disclosing party in writing of any misuse or
misappropriation of the confidential information of disclosing party that may
come to its attention.
16. INDEMNITY AND LIABILITY

Vendor agrees to indemnify and hold harmless TCLIPL from and against:
a) Any and all claims, demands, losses, causes of action, damage, arising
out of, or relating to breach of this Contract by Vendor.
b) All claims, liabilities, costs, losses or damages arising from damage to

any property, or personal injury to any person or illness or death of any
person that arises from Vendor's performance of this Contract.
17. INVALIDATION AND NON-WAIVER

In the event that any portion of this Contract or its terms and conditions are
rendered invalid by a court of law, the remainder of the Contract will be and
remain valid, binding, and fully enforceable. Failure by TCLIPL to insist upon
strict performance of any term of this Contract will not constitute a waiver of
any of the terms of this Contract or of any default.
18. LIMITATION OF LIABILITY

18.1. Notwithstanding anything to the contrary in this Contract and to the
fullest extent allowed under applicable law: Neither party be liable to the
other party for any special, consequential, indirect or incidental,
exemplary or punitive damages; loss of profit or revenue; loss of use of
goods or equipment; damage to associated goods, data or equipment;
Page 10 of 11
cost of capital; or other types of economic losses, whether arising in

contract, tort, strict liability or otherwise;
18.2. In no event will TCLIPL’s aggregate liability to Vendor exceed 100 % (one
hundred percent) of the purchase price stated on the Purchase Order.
19. INVOICES:
One (1) set of original invoice plus three (3) sets of copies and supporting
documentation shall be couriered to the following address:
Mr. R. Srinivasan
THIRUMALAI CHEMICALS LIMITED
25-A SIPCOT Industrial Complex
Ranipet - 632 403
srinivasan.r@thirumalaichemicals.com
The above address shall be used only for couriering the documents as
mentioned in Clause-19.
20. CERTIFICATES COURIER ADDRESS:

Vendor shall courier all original certificate to the following address.
Mr. Sriram G R,
Thirumalai chemicals Limited,
25-A SIPCOT Industrial Complex
Ranipet - 632 403.
(Contact No.: +91 9344679514)
Page 11 of 11

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Annexure A

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Address for Correspondence

TCL INTERMEDIATES C/o Thirumalai Chemicals Ltd.;

PRIVATE LIMITED 25-A, SIPCOT Industrial Complex,

Terms and Conditions

TCL INTERMEDIATES PRIVATE LIMITED (“TCLIPL”)

M/S. AMERIKAN STEELS PVT LTD

401-402-403 Iscon Atria-1

Gotri Road, Vadodara-390021, GJ-IN

EFFECTIVE DATE OF CONTRACT - (08.06.2023)

FOR SUPPLY OF MS PLATE

1. Terms and Conditions (“T&C”)

Hierarchy of Precedence (i.e. Descending Order of Importance):

TCL INTERMEDIATES PRIVATE LIMITED (“TCLIPL” or “Buyer”) is the Buyer who

Acceptance of the Purchase Order includes acceptance of the terms contained

1. VENDOR SCOPE OF SUPPLY AND SERVICES

2. PRICES AND PRICE BASIS

2.2. The price breakup is mentioned Below

S.NO DESCRITION QTY UOM

M/s. MEC Engineering Works

S.NO DESCRITION UOM QTY

6. CONTRACTUAL DATE OF DELIVERY:

7. DELIVERY PERIOD AND EFFECTIVE DATE OF ORDER

8. MAKE GOOD LOSSES AND NON PERFORMANCE

interruption to Plant Operations without any liability to TCLIPL, to

b. is obtained by recipient from a third-party that was not legally

11. INSPECTION & TESTING REQUIREMENTS:

13. TRANSPORTATION AND INSURANCE:

14. GOVERNING LAW:

“Confidential Information” means any and all data and information

or other tangible or intangible form, including without limitation, all

16. INDEMNITY AND LIABILITY

b) All claims, liabilities, costs, losses or damages arising from damage to

17. INVALIDATION AND NON-WAIVER

18. LIMITATION OF LIABILITY

cost of capital; or other types of economic losses, whether arising in

20. CERTIFICATES COURIER ADDRESS:

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