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Gillette India Limited issued a purchase order to Essjay Infratech for various fabrication and installation services, with a total net value of 75,460.00 INR, due by 31 July 2025. The order includes compliance with environmental regulations and specific shipping and invoicing instructions. Payment terms are set for 45 days from the invoice date, and the buyer reserves the right to withhold payment for inaccuracies or non-compliance with legal requirements.

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Faiz Ahmed
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0% found this document useful (0 votes)
15 views4 pages

Attachment

Gillette India Limited issued a purchase order to Essjay Infratech for various fabrication and installation services, with a total net value of 75,460.00 INR, due by 31 July 2025. The order includes compliance with environmental regulations and specific shipping and invoicing instructions. Payment terms are set for 45 days from the invoice date, and the buyer reserves the right to withhold payment for inaccuracies or non-compliance with legal requirements.

Uploaded by

Faiz Ahmed
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
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PAN: AAACI3924J

Gillette India Limited


PURCHASE ORDER
SELLER: ESSJAY INFRATECH PURCHASE ORDER A7P-8006011279
42 ANSAL NEST SECTOR K 1 AASHIYANA LUCKNOW, 24 226012 DATE 18 June 2025
India PAYMENT TERMS 45 Days Due Net From Invoice Date
Acct.: 15358036 CURRENCY INR
Attn: P&G Supplier CONTACT Mohd RiyazAhamed
PO E-mail: essjayinfratech.chd@gmail.com riyazahamed.m@pg.com

Ship To Mail Invoices To Bill To


Plant No. SPA - 65A, Bhiwadi GIL 27890000089 Gillette India Limited
Industrial Area, Alwar, ----------------------------- Plant No. SPA - 65A, Bhiwadi
Industrial Area, Alwar, Bhiwadi ,
BhiwadiRajasthan, 301019 Please refer to invoice mailing Rajasthan 301019 India
India instructions below: GSTIN No.
Attn: Mohd RiyazAhamed 08AAACI3924J1ZK

SHIPPING INSTRCUTIONS for foreign vendors, please refer to https://www.pgsupplier.com/en-US/current-suppliers/invoicing/invoicing-india#tab-4

The GSTIN mentioned on this PO is the GSTIN probably relevant for this transaction. However, this is the Supplier responsibility to decide which GSTIN to use in its Invoice to our
Company . All the GSTIN of our company are available at www.pgsupplier.com

Lines Item Delivery date Qty Unit Price Total


1 Providing, Fabrication & Fixing of SS 304 Railing for vector wall as per given Drawing 31 July 2025 48,500.00 48,500.00

Note: Without prejudice to the generality of the foregoing, the Seller shall ensure that any
and all supplies are fully in compliance with the provisions of the Environment
Protection Act. Specifically, it shall be the responsibility of the Seller to ensure inter
alia that any Goods supplied or any plastic packaging or carry bags etc. used in
relation thereto, fully comply with any and all provisions of the Plastic Waste
Management Rules (whether pertaining to thickness, labelling or otherwise), and
also with any directions, notifications or requirements as may be from time to time,
specified by any state or central authority or forum

2 Providing, Fabrication & Fixing MS Railing with painting For portable toilet 31 July 2025 2 Each 4,150.00 8,300.00

Note: Without prejudice to the generality of the foregoing, the Seller shall ensure that any
and all supplies are fully in compliance with the provisions of the Environment
Protection Act. Specifically, it shall be the responsibility of the Seller to ensure inter
alia that any Goods supplied or any plastic packaging or carry bags etc. used in
relation thereto, fully comply with any and all provisions of the Plastic Waste
Management Rules (whether pertaining to thickness, labelling or otherwise), and
also with any directions, notifications or requirements as may be from time to time,
specified by any state or central authority or forum

3 Providing & fixing MS Sheet for Wall Corner with one coat of Primer & two coats of Paint 31 July 2025 7,500.00 7,500.00

Note: Without prejudice to the generality of the foregoing, the Seller shall ensure that any
and all supplies are fully in compliance with the provisions of the Environment
Protection Act. Specifically, it shall be the responsibility of the Seller to ensure inter
alia that any Goods supplied or any plastic packaging or carry bags etc. used in
relation thereto, fully comply with any and all provisions of the Plastic Waste
Management Rules (whether pertaining to thickness, labelling or otherwise), and
also with any directions, notifications or requirements as may be from time to time,
specified by any state or central authority or forum

4 Welding of material gate roller making hole in existing angle frame and fixing existing roller 31 July 2025 1,950.00 1,950.00
in all respects as per instruction of engineering incharge

Note: Without prejudice to the generality of the foregoing, the Seller shall ensure that any
and all supplies are fully in compliance with the provisions of the Environment
Protection Act. Specifically, it shall be the responsibility of the Seller to ensure inter
alia that any Goods supplied or any plastic packaging or carry bags etc. used in
relation thereto, fully comply with any and all provisions of the Plastic Waste
Management Rules (whether pertaining to thickness, labelling or otherwise), and
also with any directions, notifications or requirements as may be from time to time,
specified by any state or central authority or forum
Lines Item Delivery date Qty Unit Price Total
5 Dismantling of existing door hinge, reapir work & fixing of new heavy duty door hinge with 31 July 2025 6 Each 1,535.00 9,210.00
door repair including nut bolt with washer in all repects as per client specification

Note: Without prejudice to the generality of the foregoing, the Seller shall ensure that any
and all supplies are fully in compliance with the provisions of the Environment
Protection Act. Specifically, it shall be the responsibility of the Seller to ensure inter
alia that any Goods supplied or any plastic packaging or carry bags etc. used in
relation thereto, fully comply with any and all provisions of the Plastic Waste
Management Rules (whether pertaining to thickness, labelling or otherwise), and
also with any directions, notifications or requirements as may be from time to time,
specified by any state or central authority or forum

Total Net Value Excl. Tax 75,460.00 INR


Disclaimer: In case your system does not technically allow you to reflect our full name and address and
, only in such a case, you may go to
https://pgsupplier.com/en-US/tools-and-services/create-invoices/invoicing/invoicing-india#tab-2 to use our shortened versions.

FOR INVOICE STATUS OR PAYMENT RELATED QUESTIONS PLEASE: Visit P&G's Supplier Portal at www.pgsupplier.com to securely view the status of your
invoices and payments or to find the right support contact to call.

BUYER may withhold payment if SELLER's invoice is inaccurate or does not meet BUYER's invoice requirements or if SELLER's invoice does not meet legal or tax
requirements. BUYER's invoice requirements can be found at www.pgsupplier.com

INVOICE MAILING INSTRUCTIONS


For Local Goods/Services And For Foreign Services With Purchase Order:
Please send your invoices to the Ship To address in your Purchase Order.
The Ship To address is the same as your delivery address.

For Foreign Goods:


Please mail invoices related to foreign goods as per shipping instruction
provided by plant or by your P&G business contact.
Attn : Pankaj / Adish
Gillette India Limited Procter & Gamble
401, Solitaire Plaza
Near Global Business Park,
Mehrauli Gurgaon Road,
Gurgaon - 122002. India
TERMS & CONDITIONS FOR THE PURCHASE OF GOODS/SERVICES
These terms & conditions apply to any purchase orders, releases or other means of ordering ("AGREEMENT") between seller ("SELLER") and Procter & Gamble ("BUYER") (individually "PARTY; collectively "PARTIES")
relating to goods/services (individually "GOODS" "SERVICES" and collectively "GOODS/SERVICES").

1. MATERIAL, PRODUCT OR EQUIPMENT DISPOSAL. If SELLER disposes any item, that is associated with BUYER's products or that incorporates BUYER's IP RIGHTS ("DISPOSAL ITEM"), then SELLER will ensure
the DISPOSAL ITEM is made unsalvageable and will not subcontract the disposal without prior written consent of BUYER.

2. RETURN OF GOODS. BUYER is entitled to return to SELLER any GOODS that are not in full compliance with this AGREEMENT at SELLER's expense for credit to BUYER at the full price plus al reasonable costs and
expenses associated with such return.

3. SERVICES NOT IN COMPLIANCEWITH THIS AGREEMENT. If SERVICES are not in full compliance with this AGREEMENT, then BUYER is entitled to a credit or to withhold payment in whole or in part, and BUYER,
upon prior written notice to SELLER, may employ a third party to perform SELLER's obligations under this AGREEMENT at SELLER's expense.

3.2 TRANSACTION TAXES TRANSACTION TAXES mean any consumption taxes, fees or charges imposed by a tax authority such as sales, use, excise, or value-added taxes the taxable incident of which occurs either
at invoicing or upon BUYER’s payment and do not include import/export duties, levies or charges or customs related expenses. Each PARTY will provide the other PARTY with documentation required by any tax authority
regarding the reporting, filing and potential recovery of TRANSACTION TAXES. BUYER is entitled to withhold payment of the TRANSACTION TAXES until SELLER provides BUYER with such documentation.
Seller acknowledges his obligations under the GST laws to timely: a) Pay te taxes as per schedule, b) File returns, c) there is no mismatch on GST network (herein referred to statuary obligations). The buyer has the right
to withhold the amount of transaction tax in the event the aforesaid statuary obligations are not met. In this regard the buyer shall give a prior written communication for complying with statuary obligations within 15 days.
Parties agree that the BUYER has the right to withhold Transaction Taxes in the event of aforementioned Statuary Obligations are not timely met.
Upon request, BUYER will provide SELLER with any resale certificates, exemption certificates or other information relating to TRANSACTION TAXES. If a withholding tax applies to payments made by BUYER under this
AGREEMENT, then BUYER is entitled to deduct such withholding tax from the PRICE on SELLER’s account. The SELLER is solely responsible for any costs and tax on goods and services used and consumed by the
SELLER in providing the services or the goods under this AGREEMENT

4. TERMINATION FOR CONVENIENCE BY BUYER. BUYER is entitled to terminate this AGREEMENT for convenience with not less than five (5) calendar days written notice to SELLER, without any penalty, liability or
further obligation.

5. DUE DATE FOR PAYMENT. The due date for payment is calculated from the date the accurate invoice is received at the location as designated by BUYER. In no event will payment occur prior to BUYER's receipt of
the GOODS, or the date of performance of the corresponding SERVICES or if required, prior to the date where BUYER obtains government approval for payment, whichever is later. BUYER may withhold payment if
SELLER's invoice is inaccurate or does not meet BUYER's invoice requirements or if SELLER's invoice does not meet legal or tax requirements. Each invoice submitted by SELLER will describe the work performed and the
corresponding charges in a manner reasonably satisfactory to BUYER. BUYER's invoice requirements are posted at http://www.pgsupplier.com/en/current-suppliers/invoicing.shtml.

6. REPRESENTATIONS ANDWARRANTIES RELATING TO THE GOODS/SERVICES. SELLER represents and warrants that at the time when title passes to BUYER, and for the shelf life of the GOODS, the GOODS
and any parts thereof (article(s), chemical or other component(s) or composition(s)): (i) are in full compliance with the specifications which are either attached to the AGREEMENT or incorporated by reference
("SPECIFICATIONS"); (ii) are safe and otherwise appropriate and fit for BUYER's intended use; (iii) are of merchantable quality and free from latent and patent defects; and (iv) are in full compliance with all applicable
LAWS. SELLER represents and warrants that at the time of performance of the SERVICES, and continuously thereafter, the SERVICES: (i) are in full compliance with the SPECIFICATIONS; (ii) are done in a competent,
workmanlike manner and free from defects in materials and workmanship, whether latent or patent; (iii) are in conformity with the standards of care employed by leading vendors in the services industry for projects of this
kind and scope; and (iv) are in full compliance with all applicable LAWS. BUYER waives its right for breach of this Section 6 if BUYER does not notify SELLER of the breach within the later of four (4) years after the breach
has occurred or within one (1) year after BUYER discovers such breach but no longer than five (5) years after the breach has occurred.

7. TITLE AND LIENS. At the time when risk of loss passes to BUYER, SELLER will pass to BUYER good and marketable title to the GOODS, free and clear of all liens, claims, security interests, pledges, charges,
mortgages, deeds of trusts, options, or other encumbrances of any kind ("LIENS"). SELLER will keep any of BUYER's property in the possession or the control of SELLER or any of its subcontractors free and clear of any
LIENS and will identify it as BUYER's property.

8. INTELLECTUAL PROPERTY RIGHTS. SELLER represents and warrants that the GOODS/SERVICES and any resulting work product will not infringe, violate, or misappropriate any copyrights, patents, trademarks,
design rights or registrations, trade secrets, confidential information, or similar intellectual property rights (collectively "IP RIGHTS") of any third party. SELLER represents and warrants that at the time hereof there are no
claims being asserted and no actions pending or threatened against SELLER by any third
party that the GOODS/SERVICES and any resulting work product allegedly infringe, violate or misappropriate third party IP RIGHTS. SELLER will provide BUYER with immediate notice of such claims or actions as they
arise.

9. CHILD LABOR, FORCED LABOR AND SUSTAINABILITY GUIDELINES. SELLER will not employ children, prison labor, indentured labor, bonded labor or use corporal punishment or other forms of mental and
physical coercion as a form of discipline. In the absence of any national or local law, an individual of less than 15 years of age is considered as a child. If local LAWS set the minimum age below 15 years of age, but are in
accordance with exceptions under International Labor Organization Convention 138, the lower age will apply. SELLER will comply with P&G's Sustainability Guidelines for Supplier Relations as posted on
www.pgsupplier.com which are incorporated herein by reference.

10. COMPLIANCEWITH LAWS. SELLER will and will cause any person or entity acting on its behalf to fully comply with all applicable governmental, legal, regulatory and professional requirements, including but not
limited to anti-money laundering, anti-corruption and anti-bribery laws (including, without limitation, the Foreign Corrupt Practices Act, the UK Bribery Act and Proceeds of Crime Act, and commercial bribery laws)
(collectively "LAWS"). If SELLER has operations physically located in the territorial United States which are involved in SELLER's performance under this AGREEMENT, then SELLER will fully comply with the employee
notice requirements set forth in 29 CFR Part 471, Appendix A to Subpart A and any applicable equal opportunity laws including the provisions in 41 CFR § 60-1.4 (a) (1)-(7), 41 CFR § 60-741.5(a), 41 CFR § 60-250.5 and
41 CFR § 60-300.5. SELLER will fully comply with BUYER's HS&E policy as set forth on www.pgsupplier.com which is incorporated herein and forms part of this AGREEMENT. In addition to any other measures necessary
to comply with LAWS as described above, SELLER will not and will ensure that any person or entity acting on its behalf with neither (i) offer to pay, pay, promise to pay, or authorize the payment of money or anything of
value nor (ii) give or offer any "facilitating" or "grease" payments (i.e. payments given or offered in order to expedite or secure the performance of a routine government action) whether or not those payments may be
considered lawful under the applicable anti-bribery laws to any (a) officer, employee or any person acting in an official capacity for or on behalf of a government or an entity owned or controlled by a government, or of a
public international organization: or (b) political party or their officials; (c) candidate for a political office ("PUBLIC OFFICIAL") in order to influence any act or decision of the PUBLIC OFFICIAL in his or her official capacity or
to secure any other improper advantage in order to obtain or retain business or obtain any other business advantage. SELLER has and will maintain (i) complete and accurate books and records in accordance with the
LAWS and (ii) compliance policies and procedures and internal control systems designed to prevent any violation of LAWS. SELLER will provide for training of any persons acting on its behalf to prevent any violation of
LAWS. SELLER represents and warrants that any information provided by or on behalf of SELLER to BUYER is complete and accurate. SELLER will certify SELLER's compliance with this Section on an annual basis and,
to the extent legally permissible, will provide all information that BUYER reasonably requests in order to verify such compliance.

11. PRIVACY. SELLER will fully comply with BUYER's privacy policy and security requirements as set forth on www.pgsupplier.com which is incorporated herein and forms part of this AGREEMENT.

12. SELLER DIVERSITY PROGRAM. If SELLER has operations (production, sales, administrative) located in the United States of America or sells any goods/services to the United States of America which are involved in
SELLER's performance under this AGREEMENT, then, to the extent legally permissible, SELLER is expected to develop strategies aimed at meeting the goals of BUYER's minority and women-owned business
development program.

13. SELLER'S INDEMNIFICATION OF BUYER AND INDEMNIFICATION PROCEDURE FOR THIRD PARTY CLAIMS. SELLER will indemnify BUYER, its parent, its affiliates and subsidiaries and their respective agents,
officers, directors and employees ("P&G GROUP") from and against any claims, including third party claims, loss, cost, damage or expense, fines, amounts paid in settlement, and reasonable legal fees and expenses
(collectively "CLAIMS"), arising out of or related to any of the following: (i) SELLER's breach of this AGREEMENT; (ii) the negligence, gross negligence, bad faith, intentional or willful misconduct of SELLER or SELLER's
subcontractors or their respective employees or other representatives; or (iii) bodily injury, death or damage to personal property arising out of or relating to SELLER's performance under this AGREEMENT. Within thirty (30)
calendar days after receipt of notice of the commencement of any third party legal proceedings against P&G GROUP for which P&G GROUP seeks indemnity in accordance with this Section 13, P&G GROUP will notify
SELLER. The SELLER is relieved from its indemnity obligation to the extent the SELLER has suffered actual prejudice resulting from a failure to notify on time. Upon BUYER's request, SELLER will assume, at its own
expense, the defense of any such third party legal proceedings with reputable counsel reasonably acceptable to BUYER and is entitled to settle any such third party legal proceedings with BUYER's written consent, not to
be unreasonable withheld or delayed. BUYER, at SELLER's cost, will reasonably cooperate with SELLER in the defense of such action as SELLER may reasonably request. SELLER will pay any damages assessed
against P&G GROUP.

14. INTELLECTUAL PROPERTY INFRINGEMENT INDEMNIFICATION AND INDEMNIFICATION PROCEDURE FOR THIRD PARTY INTELLECTUAL PROPERTY CLAIMS. SELLER will, at its own expense, defend
and indemnify P&G GROUP from and against all CLAIMS to the extent arising out of or related to the GOODS/SERVICES or any parts thereof allegedly infringing, violating or misappropriating third party IP RIGHTS. If any
GOODS/SERVICES or parts thereof become, or is likely to become, the subject of an IP RIGHTS infringement, violation or misappropriation, then SELLER will, at its own expense, promptly take the following actions in the
listed order of priority: (a) secure the rights necessary to continue using the GOODS/SERVICES and any parts thereof; or (b) replace or modify such GOODS/SERVICES or parts thereof to make them non-infringing, such
that the replacement or modification will not degrade the performance or quality of the GOODS/SERVICES. BUYER will, at its own expense, defend, and indemnify SELLER from and against all CLAIMS to the extent
arising out of or related to the GOODS/SERVICES or any parts thereof allegedly infringing, violating or misappropriating third party IP RIGHTS arising out of or related to specifications provided by BUYER and not offered
by SELLER as an option where such infringement would not have arisen without such specifications. Within thirty (30) calendar days after its receipt of notice of the commencement of any third party legal proceeding, a
PARTY seeking indemnification in accordance with this Section 14 ("INJURED PARTY") will notify the other PARTY ("BREACHING PARTY"). The BREACHING PARTY is relieved from its indemnity obligation to the extent
the BREACHING PARTY has suffered actual prejudice resulting from a failure to notify on time. The BREACHING PARTY will assume, at its own expense, the defense of any such third party legal proceedings with
reputable counsel reasonably acceptable to INJURED PARTY and is entitled to settle any such third party legal proceedings with INJURED PARTY's written consent, not to be unreasonably withheld or delayed. The
INJURED PARTY at the BREACHING PARTY's cost, will reasonably cooperate with the BREACHING PARTY in the defense of such action as the BREACHING PARTY may reasonably request. The BREACHING PARTY
will pay any damages assessed against the INJURED PARTY.

15. OWNERSHIP OF INTELLECTUAL PROPERTY. SELLER retains ownership of any creative idea, design, development, invention, works of authorship, know-how, or work results ("CREATIONS") and IP RIGHTS
owned by the SELLER prior to the EFFECTIVE DATE, and SELLER owns any CREATIONS and IP RIGHTS created by or on behalf of SELLER to the extent not created as a direct result of the SERVICES (collectively,
"SELLER'S IP"). SELLER grants BUYER a non-exclusive, royalty-free, worldwide, perpetual, irrevocable, assignable, sub-licensable license under SELLER'S IP to practice in any way to receive the full benefit of the
SERVICES and any resulting work product or copy, maintain, support, modify, enhance or further develop SELLER'S IP. SELLER will provide BUYER with a physical embodiment of SELLER'S IP in any form as reasonably
requested by BUYER. BUYER retains ownership of CREATIONS and IP RIGHTS owned by the BUYER prior to the EFFECTIVE DATE, and BUYER owns any CREATIONS and IP RIGHTS created by or on behalf of
SELLER to the extent created as a direct result of the SERVICES (collectively, "BUYER'S IP"). BUYER'S IP created by SELLER is considered a work made for hire to the extent available under copyright law. To the extent
it is not considered work made for hire, SELLER assigns to BUYER royalty-free, worldwide, perpetually, and irrevocably, all rights in BUYER'S IP to the fullest extent permitted by law. To the extent such an assignment is
not legally permissible, SELLER grants BUYER an exclusive, royalty-free, worldwide, perpetual, irrevocable, assignable, sub-licensable and unrestricted license to such BUYER'S IP to the fullest extent permitted by law.
SELLER will execute any documents that BUYER reasonably determines are necessary to document BUYER'S rights in BUYER'S IP or to secure or perfect any IP RIGHTS relating to BUYER'S IP. BUYER grants SELLER
a revocable-at-will, non-exclusive, royalty-free, worldwide license under BUYER'S IP necessary to perform the SERVICES. SELLER will cause its employees or subcontractors' employees to assign to SELLER any
BUYER'S IP created by SELLER and to comply with SELLER'S obligations set forth in this Section 15. To the extent legally permissible, SELLER waives any moral rights in BUYER'S IP, including but not limited to the right
to be named as author, the right to modify, the right to prevent mutilation and the right to prevent commercial exploitation. To the extent such waiver is not legally permissible, BUYER will have the irrevocable right to
exercise any moral rights in BUYER'S IP on SELLER'S behalf to the fullest extent permitted by law.

16. INSURANCE REQUIREMENTS. SELLER will maintain and cause its subcontractors to maintain at their expense sufficient and customary insurance coverage with generally acceptable underwriters. Such insurance
will include P&G GROUP as additional insured in connection with SELLER's performance under this AGREEMENT to be stated explicitly on the Certificate(s) of Insurance. SELLER hereby irrevocably and unconditionally
waives and will cause its insurers to irrevocably and unconditionally waive any rights of subrogation for claims against P&G GROUP, to be documented to BUYER's satisfaction.

17. ASSIGNMENT. SELLER will not delegate, subcontract, transfer or assign this AGREEMENT or any of its rights or obligations, whether in whole or in part, without the prior written consent of BUYER, not to be
unreasonably withheld or delayed. In no case will SELLER delegate, subcontract, transfer or assign any of its obligations to any party that is subject to international sanctions imposed by the UN, EU or US whether by
means of a designated list (including OFAC's SDN list and the BIS lists) or otherwise. BUYER is entitled, without restriction, to delegate, subcontract, transfer or assign this AGREEMENT or any of its rights or obligations,
whether in whole or in part, without the prior written consent of SELLER.

18. INDEPENDENT CONTRACTOR STATUS. The PARTIES are independent contractors with respect to each other, and nothing in this AGREEMENT will be construed to place the PARTIES in the relationship of
partners, joint ventures, fiduciaries or agents. Neither PARTY is granted any right or any authority to assume or to create an obligation or to bind the other PARTY. SELLER will perform under this AGREEMENT with trained
personnel and SELLER acknowledges that BUYER has no labor relationship with, right, power, authority or duty to select, hire, manage, discharge, supervise or direct any of SELLER's employees, agents, subcontractors
or their employees. SELLER will indemnify and defend BUYER against any claims of SELLER's employees, agents, subcontractors or their employees alleging employment with BUYER. SELLER acknowledges that
BUYER may earn a commission or rebate resulting from BUYER negotiating terms with third parties for SELLER's benefit.

19. PUBLIC DISCLOSURES. Except as required by LAWS or with BUYER's prior written consent, SELLER (i) will not disclose the existence or the terms and conditions of this AGREEMENT or the existence of a
relationship between the PARTIES to any party, and (ii) will not use BUYER's, its parents', its affiliates' or subsidiaries' corporate names or trademarks.

20. MODIFICATION ANDWAIVER. Any amendment, modification, waiver, or discharge of this AGREEMENT is only valid if it is in writing and signed by an authorized representative of the PARTY against which such
amendment, modification, waiver, or discharge is sought to be enforced and specifically references this Section. No waiver of any breach, or the failure of a PARTY to enforce any of the terms of the AGREEMENT, will
affect that PARTY's right to enforce the terms of this AGREEMENT. Any other modification, amendment or waiver of any provision of this AGREEMENT is null and void.

21. GOVERNING LAW AND CONSTRUCTION. This AGREEMENT is governed by and interpreted for any and all purposes in accordance with the internal laws of the Country, state, or province where the BUYER is
located ("LOCAL") applicable to contracts made and to be performed wholly within the LOCAL without reference to principles of conflicts of laws and the United Nations Convention on International Sale of Goods have no
force or effect on transactions under or relating to this AGREEMENT. The courts sitting in, or having principal jurisdiction over the LOCAL have exclusive jurisdiction of all disputes under this AGREEMENT.

22. SURVIVAL PROVISION. The expiration or termination of this AGREEMENT will not affect the terms of this AGREEMENT that expressly provide that they will survive expiration or termination or which out of
necessitymust survive expiration or termination.

23. ACCEPTANCE. SELLER REPRESENTS AND WARRANTS THAT (I) THIS AGREEMENT PREVAILS OVER ANY GENERAL TERMS AND CONDITIONS OF TRADE, INCLUDING BUT NOT LIMITED TO
SELLER'S GENERAL TERMS
AND CONDITIONS AND HAS BEEN REVIEWED AND ACCEPTED BY SELLER AND (II) PERFORMANCE AGAINST THIS AGREEMENT CONSTITUTES SELLER'S UNCONDITIONAL ACCEPTANCE OF THE
AGREEMENT. THIS
AGREEMENT EXPRESSLY LIMITS ACCEPTANCE TO THE TERMS OF THIS OFFER AND BUYER HEREBY OBJECTS TO ANY DIFFERENT OR ADDITIONAL TERMS CONTAINED IN ANY RESPONSE TO THIS
PURCHASE ORDER.

Revised: April 5, 2013

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