PURCHASE AGREEMENT

This Purchase Agreement ("Agreement") is made and entered into on this …….day
of…………………….,. 2023, (the "Effective Date") by and between:

Purchaser’s Company Name, a company incorporated under the provisions of the Companies
Act, 2013, having registered office at Plot No. 43, First Floor, Rajasthani Udyog Nagar, Delhi-
110033 through its Director/Partner ……………………(hereinafter referred to as the "Buyer" or
“………………..” or “Purchaser”),

and

[Vendor's Company Name], a company organized and existing under the laws of India, with its
principal place of business at ……………………………………….. (hereinafter referred to as the "Vendor"
or “Supplier” or “Seller”).

Both parties to the agreement herein after Collectively referred to as the "Parties."

1. Scope of Agreement

The Vendor agrees to supply and deliver to the Buyer, and the Buyer agrees to purchase, the raw
materials detailed in Exhibit A attached hereto and incorporated by reference (the "Materials").
The Materials shall be used by the Buyer for the purposes of manufacturing of electricals home
appliances

2. Purchase Orders

The Buyer shall submit written purchase orders to the Vendor specifying the type, quantity, and
delivery date of the Materials. Each purchase order shall constitute a separate contract and shall
be subject to the terms and conditions of this Agreement.

3. Price and Payment

3.1 The price for the Materials shall be agreed between the parties from time to time. The Buyer
shall pay the Vendor in accordance with the payment terms agreed between the parties.

3.2 All payments shall be made in Indian rupee to the Vendor's designated bank account, as
provided by the Vendor.

3.3 The Price of the material shall be exclusive of GST

4. Delivery

4.1 The Vendor shall deliver the Materials to the location specified by the Buyer in the purchase
order. Delivery shall be in accordance with the delivery schedule specified in the purchase order.

4.2 Risk of loss or damage to the Materials shall pass from the Vendor to the Buyer upon delivery.
5. Inspection and Acceptance

The Buyer shall inspect the delivered Materials within 7 days of from the date of receipt of
materials. The Buyer may reject any Materials that do not conform to the specifications or are
defective. The Vendor shall promptly replace the rejected Materials at its own expense.

5.1 Inspection Obligations: The Buyer shall have a period of 7 days from the date of receipt of
the Materials to conduct a thorough inspection of the delivered Materials. During this inspection
period, the Buyer shall diligently examine the Materials to ascertain their quality, quantity,
condition, and conformity to the specifications outlined in Exhibit A.

5.2 Acceptance Criteria: The Buyer reserves the right to reject any portion of the delivered
Materials that do not meet the specifications, are defective, or otherwise fail to conform to the
quality standards agreed upon in Exhibit A. The Buyer's decision to accept or reject the Materials
shall be based on reasonable and objective evaluation criteria consistent with industry norms.

5.3 Rejection Notice: In the event that the Buyer identifies Materials that do not meet the
agreed-upon specifications or are found to be defective, the Buyer shall promptly notify the
Vendor in writing, providing specific details regarding the non-conformity or defects observed.
The notice shall be delivered to the Vendor within the inspection period mentioned in Section
5.1.

5.4 Vendor's Obligations Upon Rejection: Upon receipt of a rejection notice, the Vendor shall
promptly investigate the concerns raised by the Buyer and take appropriate actions to remedy
the identified non-conformities or defects. The Vendor shall be responsible for all costs
associated with the replacement, repair, or correction of the rejected Materials, including
transportation costs.

5.5 Replacement Materials: The Vendor shall provide replacement Materials that conform to the
specifications outlined in Exhibit A within a reasonable period of time, as agreed upon between
the Parties. The replacement Materials shall be subject to a similar inspection by the Buyer to
ensure their compliance with the agreed-upon standards.

5.6 Consequences of Acceptance: Upon acceptance of the Materials by the Buyer, the risk of
loss or damage to the Materials shall pass to the Buyer in accordance with Section 4.2 of this
Agreement. Acceptance of the Materials shall not relieve the Vendor of its obligations and
warranties under this Agreement, particularly with respect to the quality and conformity of the
Materials.

5.7 Records and Documentation: The Vendor shall maintain accurate and detailed records of
the inspection, testing, and quality control processes related to the Materials. Upon request, the
Vendor shall provide the Buyer with access to such records for verification purposes.

6. Quality and Warranty

6.1 The Vendor warrants that all Materials shall be of good quality, free from defects in
materials and workmanship, and shall conform to the specifications provided in Exhibit A.

6.2 Vendor shall be solely liable in respect of any and all costs and expenses incurred due to
failure of parts and to recall, to return or rejection of defective or damaged products (used in the
manufacturing of final products sold by the purchaser to their customers) if such rejection /recall
is more than 5% of the product supplied by the Vendor. Purchaser shall raise a debit note to
Vendor of the amount of loss suffered due to failure of the parts supplied by the Vendor.

7. Confidentiality

Both Parties agree to keep all non-public information received from the other Party in connection
with this Agreement confidential and shall not disclose such information to any third party
without the written consent of the disclosing Party.

8. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of land Any
disputes arising under or in connection with this Agreement shall be subject to the exclusive
jurisdiction of the courts of Delhi.

9. Termination & Cancellation

9.1 The buyer reserves the right to terminate for its own convenience all or any part of the purchase
order. Upon notice of termination, Seller shall immediately suspend all production related to the
purchase order.

9.2 In the event of default by Seller, the buyer may cancel all or any part of the purchase order. If the
Buyer cancels all or part of order as a result of default by Seller, the Buyer is not responsible for any
payment.

10. Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject
matter hereof and supersedes all prior and contemporaneous agreements and understandings,
whether oral or written.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of
the date first above written.

[Purchase’s Company Name]

Name: ____________________

Title: Director/Partner____________________

[Vendor's Company Name]

Signature: ____________________

Name: ____________________

Title: ____________________

Date: ____________________

Exhibit A: Materials Specifications

Detailed specifications of the Materials