Krishnagiri Walajahpet Tollway Limited Riimeghsmmiahnat rua tinted PURCHASE ORDER bite 8 To Mask 98400 Na, ran ge ee 8" 5 2 PO No: KWTL/CIV/2019-20/233 Date: PIII ae acsss Supplier Shipping & Billing address | M/s. ZILLION PRODUCTS PRIVATE LIMITED KRISHNAGIRI WALAJAHPET TOLLWAY LIMITED » Office & Toll Plaza, NO.1376, 7TH STREET, GOLDEN COLONY, Km 98+-400, NH-48, MOGAPPAIR, Pallikonda Village, CHENNAI-600050. Tamil Nadu. India. Vellore Dist-635809 Tamilnadu, India GSTIN. :33AAACZ6726F1ZD ‘GSTIN NO: 33AABCL7761M1z6 PAN No.:AAACZ6726F ‘SCOPE AND BILL OF QUANTITIES Material Product % | ‘Tax | TOTAL si. HSN vo unit | Amount Code ‘Name/Description Qty. GST | amount | amount no Code M Price | in INR (A) ‘e) ees ‘30 x 1.Ssqrm Copper un- 1 | T7s0z8181 | asazgoan | $0 sar Coppe Mr. | 2400] 39 | 93720 | 18% | 16870 | 110590 3C x 25sqmm Copper un- 2 | 6025189 | as44eon0 | SX Poa Coppa ve. | 2000] 57 | s14400 | te | zose2 | ta4002 TC x f6sqrmm Copper mull 3 | rrscesree | estasoao | 1Ox S6samm Co mir. | 100 103 | 10340 | 18% | 1261 12201 ‘.8C x 25sqmm aluminium 4 | 775029783 | 85445930 | cured cable -AXFY | Mt. | 1000} 112 | 111650 | 18% | 20097 | 131747 3.5C x 3Seqrim aluminiurr armouted cable ~ A2XFY 4C x 26sqmm Copper 8 | 775020862 | 85446000 Mr. | 1000] 133 | 133100 | te% | 23068 | 157058 © | 775028906 | 85446090 | armoured cable ~ 2xWY/| Mtr. | 50 | 658 | 32890 | 18% | 5920 38810 2XFY. GRAND TOTAL (in Rupees): Five Lakhs Eighty Five Thousand Three hundred | TOtALA TOTALB TOTAL AYE & Ninety Eight Rupees Only 496,100 89,298 585,398 Terms & Conditions: Deliver at Ske [Transportation charges Extra) 0 8% on ndelvered portion Wot Applicable "SB Rising Wotajahp “nwenire he Rey commer “Annevure 8- General Terms & Conditions, ‘Annexure C- EHS Poly. Contact | Mr, Annamalai L (Mr. Lakshmanan TR Person: | Mob No. +91 9790969848, Asst, Manager ~ Cable Division. For Execution; Mob: +81 9941464598 Maintonanee Manager: MC Sui swear Contact person ZILUON PRODUCTS PRIVATE LIMITED pupae ahatera~ 9940204647 tre HOMO RINAIMDY RMB naporxam £8. No. ‘ 4 ~Gatsrchtinvoaeconseese rate eae aan eS EARS nate Fen comactamiatpl com ‘eb wen itiaoon Frag Wolpe Tiny Limi ssn of FL 1 For Payment:19. 110. Lt hi 113, haa, Las. 116. 32. Annexure B GENERAL TERMS AND CONDITIONS SUPPLIER'S OBLIGATIONS/RESPONSIBILITIES. ‘The Supplier shall: Execute and complete the Works, remedy any defects therein with due care and diligence and othe sutisfation ofthe Purchaser. Be responsible forthe professional and technical competence of his/he/ts employees and conform to a high standard ‘of moral and etieal conduct. [either seek nor accept instructions from any authority extemal tothe Purchaser in connection with the performance of hisihenits Works under tis presents. Full fil hisher/ts commitments with fullest regard for the interest ofthe Purchaser and refrain from any action which may adversely affect the Purchase. Affirm that he/sherit possesses a valid license to execute the Works as described in this Contract, Obtain, maintain and comply with all Applicable Permits required for the Works which shall be valid tll the completion of Works. Comply with any Act’ Statutory Rule/Contract Statutory Instrumentany Regulation or Bye-taw of aay loedl or other Statutory authority in relation to the execution ofthe Works at its cost. Responsible forthe acts of omissions ofall its servants, agents, workmen, Suppliers, consultants, sub-Supplier and any ‘of the persons for whom itis contractually responsible fr, as if such act of omissions where its own, ‘Submit o the Purchaser for its approval, a detailed delivery schedule within (7) days from date of Contract. ‘Submit a revised schediale whenever the previous programme is inconsistent with actual progress or with the Supplier's obligations, Not to remove any plant, equipment, machinery or materials, Axed or unfixed, from the Site during the progress of ‘Works without obtaining prior written approval ofthe Purchaser {Extend all technical support as and when requited by the Purchaser to check proper Installation of the products purchased from the Supplier without any extra cost to the Purchaser. Impart comprehensive training as per agreed schedule for all the systems/sub-systems to the Purchaser at the Purchaser's Project site without any extra charge Not publish any photographs of the Works/allow the Works fo be used in any form of advertising whatsoever without the prior approval in writing from the Purchaser. Obtain prior written approval from the Purchaser before commencing any extra items of items. Use of Name, Emblem or Official Seal of L&T IDPLisubsidiaries/Purchaser i ‘The Supplier shall not advertise or otherwise make public the fact that he/shelit is performing, or has performed services for the L&T IDPLisubsidisries or use the name, emblem or official seal of the L&T IDPLisubsidiaries for advertising purposes or any other purposes, ii However the Supplier shall use the name ofthe Purchaser in relation to performance of activities nevessary torexecute the Works. SUFFICIENCY OF CONTRACT PRICE The Supplier shall be deemed to have satisfied before submitting the offer: 4. Aso te correctness and sulficieney of hisherfts offer forthe Works 'b. Of the rates and prices, which rates and prices shall, except in so fara itis otherwise provided inthis Contract, cover all hissherits obligations under the Work Order c. All matters and things necessary forthe proper execution and completion of the Works, ‘SUPPLIER'S DRAWINGS AND DESIGN SUPPORT: ‘The Supplier shall submit tothe Purchaser for approval within 7 days of date ofthis Contract, design, drawings ofthe Goods. Approval for the above shall be given within 14 days or after recsipt of a similar approval’ certificate from IEsAuthority, whichever is eater and the same shall not be unreasonably withheld,3.3. Any Supplier's drawings of which the Purchaser disapproves shall be modified and re-submitted by the Supplier without delay. ‘The Supplier shall be responsible for any information, discrepancies, erors or omission inthe Supplier's drawings or ‘other information supplied by the Supplier whether they have been approved by the Purchaser or not, the Supplier shall at its own expense carry out any alterations of remedial work and this shall not relieve the Supplier ofits ‘obligations under this Purchase Order. 4. INSURANCES 4.1, Without limiting the Supplier's obligations and responsibilities, the Supplier shall insure immediately after acceptance ofthis Purchase Order inthe joint names of the Purchaser and the Supplier, against all loss or damage inthe course of any operations carried out by Supplier, 4.2. The Supplier shall procure following insurances covering 2) Transit insurance ) its tools, plant and equipment and other property, ©) Third Party Liability 4) And any other insurance required in accordance with any ofthe acts /rules! bye-laws/ regulations Al the above mentioned insurance policies shall include a waiver of any and al rights of subrogation or recovery of the respective insurers, 43. The Supplier shall furnish to the Purchaser, copies of all such policy certificates, insurance policies and all documents evidencing the payments made towards the insurance premia as required to be made from time fo time and shall provide such documents at any time on Purchaser's request. 44° Tho Suppli & its sub - Supplier shall nat do or omit do anything whereby such insurance policies may be cancelled, ‘modified or allowed to expite. The Parties agree that inthe event the Supplier & its Sub - Supplier fails to effect and keep in foree all insurances for which it is obligated to in accordance to this Purchase Order then the Purchaser shall have the right to keep in force any such insurance, pay the applicable premia and recover the costs thereof from the Supplier. 5. ASSIGNMENT AND SUB - CONTRACTING. 5.1 Neither this Purchaser Order nor any of the rights or obligations of the Supplier hereunder may be assigned or transferred without the Purchaser's prior written consent 5.2 Inthe event subcontracting is warranted, in the overall interest of the work the Supplier may proceed with the sub- contracting of work after obtaining the prior written consent of the Purchaser. 5.3 The approval of the Purchaser shall not relieve the Supplier of any of his/henits obligations and the terms of any subcontract shall be in conformity with the provisions of this Contract, 5.4 _ This Purchase Order shall be binding upon the Purchaser and the Supplier and its respective legal representatives, suuecessors-n-interest and permitted assigns. 6. QUALITY ASSURANCE AND QUALITY CONTROL 64 Allmaterials and Goods shall conform to MORTH specifications! other relevant Indian Standards together with their latest revisions/amendments as applicable on the date of accepted offer / as specified by the Purchaser. 62 Tests as mentioned in MORTH! other relevant Indian Standards shall be caried out at field laboratory established by the Supplier or any Government Authorized laboratory 6.3 Altes reports shall be submited to the Purchaser by the Supplier as per the relevant standards, 64 The Supplier shall procure and maintain equipment requited for quality contro, carry out the required tests and obtain approvals from the concerned authorities at its own east 65 The Supplier shall keep the Quality Assurance and Quality Control records up-to date 7.” INSPECTION & TESTING TA ‘The Purchaser has the right to inspect and witness any testing of Goods and the Supplier shall be responsible for ensuring that ll inspeetions and testing of the Goods are properly and adequately performed as per specifications, standards or good industries practice. 7.2. ‘The Purchaser may, within 14 days of receipt of material/Goods, by written notice to the Supplier, reject any of the Goods which fails to meet the requirements ofthe Purchase Order and the Supplier shall a its own cost repai replace such Goods within 14 days of such notice. 7.3. Such inspection or testing including the witnessing thereof shall not relieve Supplier from any of its responsibilities and liabilities under the Purchase Order. The Purchaser shall not be taken to have waived any ofits tights under the Purchase Order (and in particular its right to reject the Goods) ifit does not carry an inspection. COMPLETION OF SUPPLY ‘Upon completion af Supply, Purchaser shall test the Goods and upon successful completion of the tess, certify the ‘Supplier that the Goods have been exeeuted and completed as per the relevant specifications and to ther satisfaction, ‘The Works shall not be considered as completed until a Completion Certificate has been issued by the Purchaser,83, 84, 85. % 91 92, 10. 10.1 ® 3) © @ 102 103 M1. ml 13 12. 1B. [Notwithstanding the issue of the Completion Certificate, the Supplier shall remain liable forthe fulfillment of any obligation incurred under the provisions of this Purchase Order prior tothe issuance of Completion Certificate and ‘whieh remains unperformed at the time such certificate is issue. Ifthe Supplier fails to deliver the Goody non-performance in execution of Goods, the Purchaser reserve the rights to undertake said Works atthe cost and risk of the Supplier ‘The CDs/DVDs containing all basic as well as the processed data from all field studies and investigations, reports, appendices, annexure, documents and drawings shall be submitted to the Purchaser at the time of the submission of final documentation before Taking over of Works LIMITATION OF LIABILITY: Notwithstanding anything contained herein, neither Party shall, regardless of form of claim, be liable for any indiect, special, punitive, consequential or incidental damages (including, without limitation, loss of use, data, revenue, profits, business) under this Purchase Order. ‘The aggregate liability ofthe vendor, under this contrac, shall not exceed the amount (excluding reimbursement's) received by it under this Purchase Order during the three months preceding the date of such ela ‘TERMINATION: ‘The Purchaser may terminate the Purchase Order with immediate effet: Inthe event of any breach of any of the terms and conditions ofthe Purchase Order including failure to deliver by the due date, In such eas, the Supplier shall reimburse all monies paid by the Purchaser prior to tennination. [ Supplier goes into liquidation, becomes bankrupt or has a winding up order made against i ln the event of the ownership or control of Supplier being materially altered, ‘The Purchase Order may be terminated at any time by Purchaser giving 15 (fifteen) days prior written notice tothe Supplier. On receipt of such notice, Supplier will cease production o delivery of the Purchase Order. The Purchaser shall pay reasonable price for Goods delivered. {Upon termination of this Purchase Order / order, allright and obligations of the partis, shall cease provided thatthe termination shall not relieve the Supplicrof any of is obligations which may have accrued up tothe date of termination including Warranty etc, Upon termination ofthis contract Purchase Order due to default on the part of the Supplier, het shall indemnify the ‘Company agains all losses incurred by the Company as a result of such termination. INDEMNIFICATION The Supplier shall indemnify and hold the Purchaser, its officers, directors, shareholders, employees and agents harmless from and against any and all losses, liabilities, damages, claims, actions, proceedings, costs, expenses (hereinafter collectively referred to as “Lisbilities") that the Purchaser may incur or suffer due to: i. To the exten arising out failure or breach or negligence or misconduct by the Supplier. ii. Unable to make timely payment to its suppiersub-contractorsconsultant workers et. or filure to comply with the reporting, retum or other statutory requirements with respect to this Purchase Order iii, On account of infringement of any patent registered design, design, trademark or name or other protected rights in respect of any Supplie'’s equipment, plant, system, software, machine, work or materials used for or in connection with the Works. The provision ofthis Clas shal extend suits lms, deans, proceedings an ity inthe nature of workmen's compensation clims and arising out of the we of patented invention and devices, Any interest penahts or theres arising fom such lures hall be solely fr the Supplies acount. CONSEQUENTIAL DAMAGES Notwithstanding any provision ofthe Parcase Orie to he cont the Purchase shal ot be ible for any kind of ‘peal, nde, ct, indirect andlor consequential damages whatsoever inliing Iss of profs and Tos of production, ee. NON-HIRE NON-SOLICATION: Daring the term ofthis Ode nd fora period of one yee href Parchase sl ot irety o ety, hire or soit for ire, any ofthe personel of Seppe andor Supplier's parr resources under he parelar tssgnenprojetengagement under his Contract, witht the por writen onset thee fom the Sophie. This shal be reciprocated by the Sophie, CONFIDENTIALITY AND INTELLECTUAL PROPERTY Unies requited by any at or oter writen law orby onder of ny court having jrsdiction ver the Parts, the Parties hersoundetaks 0 Keep confident al pans, designs an ther infomation reltng othe Contact. The Supra not disclose any doctmens fring par of under tis Purchase Onder to anyone witout the content ofthe Purchaser The Supplier shall pay al royes and license fes forthe use of any item protected by patent copyright repsered sign design edemark name or oter ight whether an invest, ssa, method, anil, proceso piaceMaa, 15, 15 152 153 16. 16.1 17. vA vill a) ») a [In case the use of any such item protected by patent copyright registered design, design copyright name or other right ‘on oF in conneetion withthe Works is in such suit held to constitute an infringement, the Supplier shal either secure forthe Purchaser the right to continue using the said item so protected by suspension ofthe injunction by procuring forthe Purchaser a license or atherwise or with the Purchaser's approval replace such item with a nonsinfringing item ‘or items oF modify the items so that it becomes non-infringing or remove the infinging item. RESOLUTION OF DISPUTES In ase of any claim, disagreement or dispute arising out of, or in connection with this Purchase Order or any breach thereof, the following procedure for resolving such claims, disagreements or disputes shall apply. [Notification- ‘The aggrieved Party shall immediately notify the other Party in waiting a tothe nature ofthe alleged claim, disagreement or dispute, not later than seven (7) days from the date of knowledge / awareness of the existence thereof. ‘Consultation- On receipt of the notification provided above, the representatives of either Parties shall commence ‘consultations with a view to reach an amicable resolution ofthe claim, disagreement or dispute without causing any ‘suspension! interruption of the Works. Acbittation ‘Any claims, disagreements, or disputes which are not setled as provided under Sub-Clauses 20.1 and 20.2 within a ‘maximum period of 15 days from the date of notification under Sub-Clause 20.1 shall be referred to a sole arbitrator appointed by the Purchaser. The arbitration shall be conducted in accordance with the provisions of Arbitration and Concitiation Act, 1996 or any statutory modification or reenactment thereto forthe time being in foree. The Parties shall be bound by the arbitral award rendered in acordance with such arbitration as the final adjudication of any such disagreement, controversy or claim. Language ofthe arbitration shal bein English and the cost ofthe arbitration shall 'be bore by the respective Party as decided inthe arbitral award. The Parties hereto agree thatthe Courts at Chennai only shall have jurisdiction in respect of all matters whatsoever arising out ofthis Contract. COMPLIANCE TO ANTI-BRIBERY & CORRUPTION POLICY ‘The Supplier undertakes to comply with all the applicable Laws/ Statutes! Directives or Regulations relating to Anti- Bribery Laws in India and shall promptly notify the Purchaser of any actual or suspected breach and provide all required information inthis regard. Upon the occurrence of an actual or suspected breach, the Supplier shall promptly take all remedial actions as suggested by the Purchaser and in the event of any flue to take such remedial measures by the Supplier this Purchase Order shall be automatically terminated with immediate effect without damages or other sanction. (GENERAL PROVISIONS: [Except as specifically st forth or referred to herein, nothing contained or implied herein is intended or shall or shall 'be construed to convey any rights upon any person or entity other that of Supplier and Purchaser. ‘The terms and provisions of this Purchase Order that by their nature and content are intended to survive the performance hereof by any or all parties hereto shall so survive the completion and termination of this Purchase Order. All rights and remedies conferred under this Purchase Order or by law shall be cumulative ancl may be exercised singularly or concurrently Paragraph Headings; Paragraph headings ae for convenience only and shall nat be part ofthe terms and conditions ‘of this Purchase Order, Severability: if any term oF provision or this Purchase Order should be declared invalid by a court of competent {utisdition, the remaining terms and provisions of this Purchase Order shall remain unimpaired and bein full force and effect. “This Purchase Order does not grant or otherwise give the Supplier any ownership over the proprietary rights and ‘other intellectual property of the Purchaser. Failure by the Parties to enforce at any time or for any period any one or more of the terms or conditions of this Purchase Order shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Purchase Order. ‘This Purchase Order: Embodies the final, complete and exclusive understanding between the Patties with respect to its subject matter; Replaces and supersedes all provious oral or written agreements, understandings or arrangements between the Parties; May be signed in counterparts, each of which will be an original and all of which will constitute one and the same document; and “May only be amended ina writing signed by an authorized officer of each Party hereto