Standard Terms & Conditions of Purchase Order

Parties: “VENDOR” as used herein means the addressee of this order/rate contract. “AIS” as used herein means Asahi India Glass Limited/AIS Glass Solutions Limited/Buyer, which is a Public Limited Company and contracting party of this agreement. Each order/rate contract issued by AIS is an offer to VENDOR for the purchase of goods/material and includes and is governed by these General Terms and Conditions, together with any applicable supplements, and any attachments and exhibits, specifications, drawings, notes, instructions, and other information, whether physically attached or incorporated by reference (collectively the “Purchase Order”), identified by AIS. Any exceptions from these Terms and Conditions, and changes and supplements to the Agreement concluded hereunder shall require a written confirmation by AIS, under the pain of nullity.

Contract: The order/rate contract will be deemed to be accepted as a contractual obligation by the VENDOR either when the VENDOR acknowledges acceptance in writing including but not limited to the VENDOR’s electronic acceptance, acknowledgement of this order/rate contract or when a part or whole of the shipment is made against the order/rate contract before any acknowledgement having been received by AIS in writing.

Packing: A packing list must be included with each shipment. AIS P.O. No./ Rate Contract No. must appear on each package and all packing slips, invoices etc. No charge for packing, cartage or loading/unloading will be allowed unless specifically agreed upon by AIS.
Quantity: VENDOR shall not deliver the material/services either without having a formal Purchase Order from AIS or more than the Ordered/Contracted quantities unless an amended and/or a separate Purchase Order is issued by AIS for such material/service requirements. AIS is not liable to pay for any material/services supplied by the VENDOR either without a formal Purchase Order or beyond the Ordered quantity.Further, the delivery of the materials, as aforesaid, should be made in line with the delivery schedule specified in the Order or the communication to the VENDOR separately. AIS shall have the right to reject a lot of any shortfall quantities from the specified delivery schedule and in such case, the ordered quantity may be returned at VENDOR’s expense and any Advance, if paid to the VENDOR by AIS, shall be returned by the VENDOR without any demur.
Price & Invoicing: The purchase prices of the Supplies are set forth on the face of the purchase order. Prices shall not be subject to change based on raw material or market price changes unless agreed upon in writing by AIS.

Invoicing: Invoice mentioning AIS P.O. No./ Rate Contract No. description of the material as per AIS P.O. No./ Rate Contract No. Quantity supplied and the VENDOR’s delivery challan should be sent within the shipment. The credit period shall be reckoned from the date of receipt of the material or from the date of receipt of the VENDOR’s bill, whichever is later. All the bills/invoices are to be raised at the Ship To Location address specified in the Purchase Order issued by AIS to VENDOR. Material shall be dispatched only along the original bill/invoice.Further, there shall be a separate Invoice by VENDOR against each Purchase Order issued by AIS and no clubbing of different Purchase Orders in single Invoices shall be allowed and entertained.

Compliance under GST Act/Rules: (i) The VENDOR must immediately after delivery of the Products/Services shall upload the details of the Sales Invoice, Debit Notes or Credit Notes etc., which are raised on AIS, at the GSTIN Portal, in such format and within the due dates as prescribed under the GST Act/Rules and send a copy of the Challan for proof of payment of taxes and copy of related returns with copy of acknowledgement as proof of returns filed to the AIS on monthly basis or periodically. (ii) If in case of any failures on the said compliance under GST Act/Rules by the VENDOR, AIS shall entitled to recover the losses or damages including interest and penalty etc., if any, from the VENDOR or rights to withhold the payment till rectification of discrepancies or removal of disputes on the same.

SetOff: In addition to any right of setoff or recoupment provided by law, AIS shall be entitled at any time to set off or recoup against sums payable by AIS to VENDOR/Seller or any of its affiliates any amounts for which AIS determines in good faith VENDOR or any of its affiliates is liable to it under any Order or other agreements with VENDOR or any of its affiliates without notice to VENDOR. Payment for Supplies shall not constitute acceptance of non-conforming Supplies, nor will it limit or affect any rights or remedies of AIS.

Best Price: Supplier warrants that the prices for the Supplies sold to AIS are no less favorable than those that Supplier currently extends to any other Customer for the same or similar Supplies in similar quantities. If the Supplier reduces its prices to third parties during the term of the purchase order for the Supplies, the Supplier will correspondingly reduce the prices charged to AIS.

Delivery: Time is of the essence in the VENDOR’s performance of its obligations under the order/rate contract. Delivery should be strictly in conformance with the delivery date mentioned in the P.O./ “Delivery Date” as per the rate contract. The VENDOR will immediately notify AIS if the VENDOR’s timely performance under the order/rate contract is delayed or is likely to be delayed. AIS’s acceptance of VENDOR’s notice will not constitute AIS’s waiver of any of VENDOR’s obligations. In case material is received more than 5 days before or after the scheduled date, the material may be returned at VENDOR’s cost and risk and AIS may at its option and without limitation of any of its other rights, cancel all or any uncompleted part of this order. Advance, if any, paid by AIS against such cancelled orders shall be proactively returned by VENDOR.

Country of Origin: Upon request, the VENDOR shall promptly furnish to AIS all certificates of origin or domestic value added and all other information relating to the costs and places of origin of the material supplied as may be required by AIS to comply fully with customs, tariffs, and other applicable laws. The VENDOR shall comply with all such laws and warrants that any such information that is supplied to AIS and that all sales covered by the Order will be made at not less than the fair value under anti–dumping laws of the countries to which the supplies are exported.

Hazardous Material: VENDOR agrees to comply with all Laws, relating to any hazardous or restricted material that is an ingredient or part of the Supplies. The VENDOR will give AIS sufficient warning in writing (including appropriate labels, containers, and packing, and handling, disposal and recycling instructions, material safety data sheets and certificates of analysis) of any such materials.

Quality, Fitness: All goods/services supplied to AIS shall be in strict conformance with the dates, times, quantities and delivery locations determined by AIS and shall confirm to the specifications, samples or other description furnished or adopted by AIS and shall be fit and serviceable for the purpose intended, merchantable and free of defect. Notwithstanding, all such goods/services shall be subject to AIS inspection before acceptance. AIS expressly relies on VENDOR skill and judgment.Time, quantities and location are of the essence under the Order and VENDOR agrees to 100% on-time delivery of the quantities and at the times specified by AIS.

Non-Confirming Supplies: AIS reserves the right to reject all such goods which fail to comply with the standard herein required by AIS for reason of any defect causing such failure not being apparent upon reasonable examination of the sample thereof.

Rejections: If defective or non-conforming supplies are rejected by AIS, the quantities under the Order will be reduced unless AIS otherwise notifies the VENDOR. Following rejection, VENDOR shall, without prejudice to any other right or remedy of AIS, at AIS’s sole discretion and at VENDOR’s sole expense: (i) accept return of the supplies to VENDOR at full invoice price, plus transportation charges, within 7 days of the date of intimation for local vendors and within 15 days in case of outstation vendors; or (ii) replace the supplies with conforming supplies; and correct at any time prior to shipment from AIS’s plant supplies that fail to meet the requirements of the Order. The VENDOR is liable for all direct, incidental and consequential damages, losses, costs, and expenses including but not limited to storage charges incurred by AIS resulting from the VENDOR’s failure to deliver conforming and non-defective supplies or to comply with the shipping and delivery or other requirements of AIS, even if VENDOR has cured the failure. Acceptance of deliveries of any goods supplied and/or payment thereof shall not be deemed to constitute a waiver of this provision.

Corrective Action: Promptly upon learning of defective or non-conforming Supplies, Vendor will develop, document, and implement corrective actions in accordance with all applicable quality control policies and standards of AIS and its customers. The VENDOR will immediately notify AIS in writing when it becomes aware of any ingredient, component, design, or defect in the Supplies that is or may become harmful to persons or property.

Industry Standards and Policies: The VENDOR will conform to all quality control and other standards and inspection systems as established or directed by AIS and its customers for goods and services similar to the Supplies.

Forecasts: The VENDOR acknowledges that any estimates or forecasts of production volumes or length of program, whether from AIS or its Customer, are subject to change from time to time and shall not be binding upon AIS. The VENDOR bears all risks with respect to such changes.

Changes: AIS reserves the right to change to the Supplies, including the design, specifications, engineering level, materials, packaging, testing requirements, shipping date, time or place of delivery. The VENDOR will promptly make any such change. The VENDOR will not make any change to the Supplies except at AIS’s written instruction or with AIS’s written approval. If VENDOR learns of a possible change to the Supplies that may reduce costs, improve quality, or otherwise be beneficial to AIS, VENDOR shall inform AIS of the possible change.

Cancellation: AIS reserves the right to cancel this Order/Rate Contract and accompanying delivery schedule at any time before VENDOR commences its production. In the event of the later cancellation, AIS’s liability will be limited to actual expenditure incurred by the VENDOR directly in respect of this Order. However, in the event of cancellation arising out of the VENDOR’s insolvency, bankruptcy, obvious intention not to execute this order in time, liquidation winding up or breach of any of the terms of the contract or any violation against the laws of the land, the order will be cancelled by AIS without inviting any liability whatsoever.

Confidentiality: The specifications, drawings, or other descriptions, if any, furnished by AIS to the VENDOR in respect of the goods to be supplied to AIS shall be kept in strict confidence by the Vendor. Neither VENDOR nor any of its employees shall disclose it to any third person except with the written permission of AIS and shall use this only for the purpose of supplying the said goods to AIS. The VENDOR shall be responsible for a breach of confidentiality or indirect disclosure which could affect the interests of AIS.
Insurance: Goods will be dispatched in line with the Inco Term as specified in the Purchase Order/Contract and in case of any breakage and discrepancy in material then it shall have to be compensated by the Insurance Company. The VENDOR shall maintain insurance coverage with carriers acceptable to AIS and in the amount set forth in the special terms. Promptly upon request, the VENDOR agrees to furnish to AIS a certificate from its insurance brokers or agent showing the amount of coverage, policy number, and date of expiration or certified copies with all insurance policy within 10 days of AIS’s written request.
Indemnification: The VENDOR shall indemnify and save harmless AIS, its assignees, customers, vendors and users from and against all losses, liabilities, judgments, settlements, expenses including without limitation to attorney’s fees or claims based on injuries or damages to any person or property arising out of or in any way related to a) the Purchase Agreement/and Purchase Order b) the breach of any obligation or warranty hereunder or c) the delivery condition, use or operation of the goods or services purchased hereunder, whether such goods are in equipment, machinery or goods sold by AIS to third parties d) infringement of patent, trade mark, copyright, trade name licenses or other proprietary rights and VENDOR agrees to and shall assume on behalf of AIS, upon its demand (without regard to the real or apparent merit of the said action), the defense of any court or agency actions which may be brought against the AIS.

Liability: Notwithstanding anything else in the purchase order or otherwise, AIS will not be liable to VENDOR with respect to the subject matter of the purchase order under any contract, negligence, strict liability or other legal or equitable theory for any amounts in excess in the amount AIS paid to VENDOR in the six months preceding the event or circumstance giving rise to such liability.In no event will AIS be liable to the VENDOR for any incidental, indirect, special, or consequential damages or loss of profits arising out of, or in connection with, the purchase order, whether or not AIS was advised of the possibility of such damage.The limitations will apply notwithstanding any failure of the essential purpose of any limited remedy provided herein. Nothing in the purchase order limits either party’s liability for bodily injury of a person, death, or physical damage to property or any liability which cannot be excluded under applicable law.

Warranties. In addition to any other express and implied warranties provided by law or otherwise, VENDOR warrants to AIS, its customer(s) and their respective successors and assigns that the Supplies shall: (i) be new and conform to the Order in all respects; (ii) conform to all specifications, drawings, samples and other descriptions, if any, furnished by AIS or otherwise part of the Order; (iii) be free from all defects in design (to the extent designed by VENDOR), workmanship and materials and be of highest quality and workmanship; (iv) be selected, designed (to the extent designed by VENDOR), manufactured and assembled by VENDOR based upon AIS’s stated use and be fit and sufficient for the purposes intended by AIS.For all services, the VENDOR further warrants that its work will be performed in a professional and workmanlike manner, consistent with all standards and specifications agreed on with AIS and otherwise consistent with industry standards.The VENDOR also warrants that title to all of the Supplies shall be vested in AIS free and clear of any and all liens and encumbrances of any nature.All warranties of the VENDOR extend to future performance of the Supplies and are not modified, waived or discharged by delivery, inspection, tests, acceptance and payment. AIS’s approval of any design, drawing, material, process or specifications will not relieve the VENDOR of these warranties. The VENDOR waives any right to notice of breach.AIS warrants and represents to the VENDOR that it has the full power to enter into the Purchase Order and to perform its obligations under the Purchase Order.

Governing Law and Jurisdiction: The Purchase Order shall be construed in accordance with, and all disputes shall be governed by, the laws of the Republic of India without regard to its conflict of laws rules. The VENDOR irrevocably consents to the personal jurisdiction of the courts of the state of Delhi, India. Any dispute arising out of this contract shall lie exclusively within the jurisdiction of the courts of the state of Delhi, India only and VENDOR irrevocably waives any claim it may have that any proceedings brought in such courts have been brought in an inconvenient forum.

Waiver: Either party’s failure to insist on the performance by the other party of any term or failure to exercise any right or remedy reserved in the Order, or either party’s waiver of any breach or default hereunder by the other party shall not, thereafter, waive any other terms, conditions, rights, remedies, breach or defaults, whether of the same or a similar type or not.

Disclosure: The VENDOR agrees and admits that all disclosures made to AIS concerning the merchandise, material, work or services ordered herein can be used by AIS to obtain the said goods or services from any other supplier.

Severability: If any provision of the Order, or portion of any provision, is declared or found to be unenforceable, the balance of the Order or such provision shall be interpreted and enforced to the greatest extent possible as if the unenforceable provision or portion had never been a part hereof.

Survival: The obligations of VENDOR to AIS survive termination of the Order, except as otherwise provided in the Order.

Interpretation. No provision may be construed against AIS as the drafting party. Section headings are for convenience or reference only, and do not affect the meaning of the Order.

No Publicity: the VENDOR will not advertise, publish or disclose to any third party (other than to VENDOR’s professional advisors on a confidential and need-to-know basis) in any manner the fact that VENDOR has contracted to furnish AIS the Supplies covered by the Order or any terms of the Order (including prices), or use any trademarks or trade names of AIS in any press release, advertising or promotional materials, without first obtaining AIS’s written consent.

Relationship of Parties: VENDOR and AIS are independent contracting parties and nothing in the Order will make either party the employee, agent or legal representative of the other for any purpose. The Order does not grant either party any authority to assume or to create any obligation on behalf of or in the name of the other. The VENDOR will be solely responsible for all employment and income taxes, insurance premiums, charges and other expenses it incurs in connection with its performance of the Order, except as expressly provided in a written agreement signed by AIS. All employees and agents of VENDOR or its respective contractors are employees or agents solely of VENDOR or such contractors, and not of AIS, and are not entitled to employee benefits or other rights accorded to AIS’s employees. AIS is not responsible for any obligation with respect to employees or agents of VENDOR or its contractors. Interest at the prevailing Bank rates on overdrafts will be charged from the VENDOR for the advance held beyond the delivery dates.
Code of Conduct: AIS values conducting a business in a legally compliant and ethical manner. Consistent with this commitment, AIS wants to engage in business with those who share the same values and culture of fair and ethical business practices. AIS has developed the Code of Conduct to guide its suppliers as to how to engage in ethical, responsible, fair, transparent and legal business practices in their operations. This is applicable to all “Suppliers” i.e., domestic and international. Supplier here refers to suppliers, service providers, vendors, traders, agents, consultants, contractors, joint venture partners, and third parties including their employees, agents, and other representatives, who have a business relationship with and provide, sell, seek to sell, any kind of goods or services to AIS. AIS encourages all Suppliers to reflect their work as per the Code of Conduct.