GENERAL TERMS AND CONDITIONS FOR PROCUREMENT OF SERVICES

1. GENERAL PURPOSE

These general terms and conditions (the “General Terms and Conditions”) are applicable
in relation to the supply of Services to the Buyer (as defined below). These General Terms
and Conditions shall continue to apply in relation to the supply of the Services, even if any
offer, order acknowledgement or other similar document refer to any other general terms and
conditions, and these General Terms and Conditions shall overrule any such other terms and
conditions. Any amendments or deviations from these General Terms and Conditions must
be agreed in writing specified in detail in a Contract (as defined below) entered into between
the Parties.

2. DEFINITIONS

In these General Terms and Conditions, the following terms shall have the meaning defined
herein:

“Affiliates” shall mean means, in relation to any specified person any other person who
directly or indirectly Controls, is Controlled by, or is under the common Control with such
specified person. For the purpose of the Contract, the expression “Control” means in relation
to any person the ownership, directly or indirectly, of more than 50% (Fifty per cent) of the
voting shares of such person or the right to appoint majority directors, or the power to direct
the management and policies of such person, whether by operation of law, by contract or
otherwise;

“Applicable Laws” shall mean in relation to the matters covered under the Contract, all
statutes, laws, ordinances, codes, rules, regulations, guidelines, policies, specifications,
treaties, notifications, directions, requirements, licenses, notices, judgments, decrees,
notifications, injunctions, writs, stipulations, awards or other requirements or official directives
issued or imposed by any Governmental Authority, in each case having the force of law;

“Applicable Permits” shall mean any and all necessary and required authorisations,
consents, grants, approvals, licenses, permits, exemptions, concessions, clearances, orders,
publications, notices, declarations, or regulations, issued by any Governmental Authority in
accordance with Applicable Laws in connection with the performance of obligations of the
respective Parties under the Contract;

“Business Days” shall mean except where otherwise indicated) a day, not being a Saturday
or a Sunday or a public holiday, on which banks are open for the transaction of normal
banking business in [Mumbai, Delhi, and Surat];

“Buyer” shall mean ArcelorMittal Nippon Steel India Limited;

“Completion Certificate” shall mean the completion certificate(s) to be issued by the Buyer
in relation to the completion of the Services in accordance with the provisions of the Contract.

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“Contract” shall mean a specific contract entered / to be entered into between the Buyer and
the Supplier (including all appendices, agreed amendments and additions to such Contract)
in relation to the supply of Services;

“Effective Date” shall mean the date of execution of the Contract by the Parties;

“Good Industry Practice” shall mean the practices, standards (including for safety) methods
and acts performed with that degree of skill, care, diligence, and foresight which would
ordinarily be expected from a skilled and experienced entity, performing the role of the
Supplier under the Contract in compliance with Applicable Laws and Applicable Permits;

“Goods and Services Tax Act” shall mean Central Goods and Services Tax Act, 2017,
Integrated Goods and Services Tax Act, 2017 and Union Territory Goods and Services Tax
Act, 2017 (as applicable)

“Services” shall mean the services as defined in the Contract to be provided by the Supplier
to the Buyer under the Contract and in accordance with these General Terms and Conditions;

“Governmental Authority” shall mean any government or any province, state or any other
political subdivision thereof having jurisdiction over the relevant person or asset; any entity,
authority or body exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, including any agency, department, board,
commission or instrumentality of country having jurisdiction over the relevant person or asset,
or any court, tribunal or arbitrator and any securities exchange or body or authority regulating
such securities exchange having jurisdiction over the relevant person or asset;

“Indian Rupees” shall mean the lawful currency of India.

“Insolvency Event” shall mean to have occurred, in relation to any Party, if:

(a) such Party voluntarily commences, or consents to, any proceedings or files any
petition seeking its liquidation, reorganization, dissolution, winding up or other relief
under bankruptcy, insolvency, receivership, or similar laws applicable to such Party;

(b) the admission of a petition filed by a third party seeking the liquidation, reorganization,
dissolution, winding-up or other relief under the provisions of any applicable
bankruptcy, insolvency, receivership, or similar laws;

(c) the appointment of a receiver, liquidator, insolvency resolution professional,

administrator or any similar officer by a court or tribunal of competent jurisdiction in
respect of the whole or any part of the assets or undertaking of such Party; or

(d) expropriation, attachment, sequestration, distress or execution affecting substantial

portion of such person's assets or the enforcement of any security over such assets;

(e) any corporate action, legal proceedings or other analogous procedure or step in any
jurisdiction.

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 It is clarified that a dissolution or liquidation of a Party will not be an Insolvency Event if such
dissolution or liquidation is for the purpose of a merger, consolidation, or reorganisation, and
the resulting company retains creditworthiness similar to the Party and expressly assumes
all obligations of the Party under the Contract and is in a position to perform them.;

“Parties” shall mean the Buyer and the Supplier jointly, and a “Party” shall mean either of
them;

“Price” shall mean the price defined in the Contract to be paid by the Buyer to the Supplier
against the supply of the Services;

“Supplier” shall mean the supplier of the Services;

“Supplier’s Personnel” means all employees, staff, workers, agents, and consultants of the
Supplier and of any sub-contractors engaged by the Supplier.

3. INTERPRETATIONS

With respect to interpretation of the Contract (except where the context otherwise requires):

(a) references to statutes or statutory provisions include references to any orders, or

regulations made thereunder and references to any statute, provision, order, or
regulation include references to that statute, provision order or regulation as amended,
modified, re-enacted, or replaced from time to time whether before or after the date
thereof;

(b) references to Recitals, Clauses, and Schedules are to the recitals, clauses, and
schedules of the Contract. The Recitals and Schedules form part of the operative
provisions of the Contract and references to the Contract shall, unless the context
otherwise requires, include references to Recitals and Schedules;

(c) clauses, paragraphs headings and any table of contents are for convenience only and
shall not affect the interpretation of the covenants hereof;

(d) any reference to "include", "including" and "in particular" (or any similar term) is not
to be construed as implying any limitation to any preceding words and general words
introduced by the word "other" (or any similar term) shall not be given a restrictive
meaning by reason of the fact that they are preceded by words indicating a particular
class of acts, matters or things;

(e) any reference to a "Party" is to a party to the Contract and also includes a reference
to that Party's, successors, transferees and permitted cedes and assigns;

(f) where a word or phrase is defined, other parts of speech and grammatical forms and
the cognate variations of that word or phrase shall have corresponding meanings;

(g) words importing the singular shall include plural and vice versa;

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 (h) any reference to a "person" shall include any individual, firm, body corporate,
association, joint venture, partnership, government, state, or agency of state, in each
case whether or not having a separate legal personality and reference to a "company"
shall be construed so as to include any company, corporation or other body corporate
wherever and however incorporated or established;
(i) the rule of construction, if any, that an agreement should be interpreted against the
Party responsible for the drafting and preparation thereof shall not apply to the
Contract.
4. SCOPE

4.1 The Supplier shall supply, and the Buyer shall receive the Services in accordance with the
terms and conditions of the Contract and these General Terms and Conditions.

4.2 No exclusivity or similar rights of any kind are granted to the Supplier and the Buyer is entitled
to receive the Services from other suppliers at its free discretion.

4.3 If the Buyer wishes to make any changes to the specifications of the Services prior to receipt
of the Services, the Parties undertake to negotiate in good faith to agree on such changes in
the specifications and the related changes in other terms and conditions of the Contract.

5. SERVICES AND PERSONNEL

5.1 The Services supplied under these General Terms and Conditions shall be provided with the
accuracy and the professional skill to be expected from a professional and experienced
service provider and the Supplier shall reserve sufficient resources for implementation of the
agreed service level.

5.2 The Supplier shall be responsible for Supplier’s Personnel carrying out the Services. If not
otherwise agreed in writing between the Parties, the Supplier is responsible for the
supervision of the Services.

5.3 The Supplier shall arrange the necessary safety training and/or ensure that the Supplier and
Supplier’s Personnel have received appropriate information about the order, safety and
security at the workplace. The Supplier shall acquaint itself with the working conditions at the
place where the Services are provided and ensure that Supplier’s Personnel are informed of
and comply with any safety regulations and instructions of the Buyer in force at the place
where the Services are carried out.

5.4 The Buyer shall ensure that the Supplier has access to the Buyer’s premises where the
Services are carried out. Unless otherwise agreed in the Contract, the Services shall be
carried out during the normal working hours of the place or site where the Services are
provided.

5.5 The Supplier shall comply with all Applicable Laws and the Buyer’s Policies and procure that
its subcontractors shall do the same, and the Supplier shall provide the Buyer with all reports
and information concerning the Services or the Supplier’s employees/subcontractors that the
Buyer needs to have due to the Applicable Law.

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5.6 The Supplier shall have and maintain, at its own expense and for the duration of the Contract,
adequate insurance cover relating to its activities under the contract. The Supplier shall
purchase the insurance from a reputable and financially secure insurance company and the
Supplier shall at the Buyer’s request provide insurance certificate evidencing the insurance
cover. As a minimum requirement, the Supplier shall have and maintain any applicable
statutory insurance, and third-party liability insurance against Supplier’s legal liability for any
loss, damage, death or bodily injury which may arise out of the Supplier’s performance or
Services delivered under the Contract.

5.7 The Supplier must keep the Buyer fully and regularly informed as to all matters affecting or
relating to the Services.

6. PERFORMANCE SECURITY AND LIQUIDATED DAMAGES

6.1 The Supplier shall submit by way of performance security (“Performance Security”), for an
amount mentioned in the Contract, to be appropriated against breach of the Contract or for
recovery of any amount from the Supplier as per the terms of the Contract. The balance
remaining out of the Performance Security shall be returned to the Supplier at the end of three
(3) months after the expiration of the Contract.

6.2 The liquidated damages for any shortfall in the achievement of the performance parameters
as per the Contract shall be leviable as per the rates contained in the Contract. The total
amount of liquidated damages payable by the Supplier, for the shortfall in performance of the
Services, will be subject to a maximum of the rate as agreed in the Contract.

6.3 The sums for liquidated damages for delay, represent a genuine pre-estimate of the damages
likely to be suffered by the Buyer. The Parties acknowledge that the losses that will actually
be sustained by the Buyer are uncertain and impossible to determine with precision. The
amounts due under Clause 6.2, as liquidated damages, shall be payable by the Supplier,
without any requirement of proof of the actual loss or damage caused by such delay and/or
breach. The sums set out in this Clause 6.2 seek to limit the potential liability of the Supplier
and constitute liquidated damages and not a penalty.

6.4 The Supplier shall be required to pay the liquidated damages as per the terms of the Contract.
The Buyer shall have the right to invoke and appropriate the performance security, in whole
or in part, without notice to the Supplier, in the event of breach of the Contract or for recovery
of liquidated damages specified in this Clause 6.2 above.

6.5 The payment of liquidated damages by the Supplier in terms of Clause 6.2, does not in any
way relieve the Supplier from any of its duties, obligations and responsibilities under the
Contract and shall be without prejudice to any other rights available to the Buyer under the
Contract and the General Terms and Conditions.

7. DEFECTS

7.1 Where the Services do not conform with the terms and conditions of the Contract and/or these
General Terms and Conditions, the Supplier shall inform the Buyer thereof within reasonable
period after having become aware of such defects.

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7.2 The Buyer reserves the right to accept or reject the whole or any part of the Services, if the
Services are not rendered by the Supplier in accordance with the terms and conditions of
the Contract.

8. INVOICING AND PAYMENT

8.1 The Buyer shall pay to the Supplier, the Price, in accordance with the payment procedure
including the certification/approval procedure as specified in the Contract, subject to such
additions and adjustments thereto or deductions therefrom, as may be made pursuant to the
Contract. The Supplier has satisfied itself as to the correctness and sufficiency of the Price.

8.2 The Price shall be firm, till the completion of the obligations of the Supplier under the Contract
and there shall be no escalation whatsoever of the Price.

8.3 The Price shall be the full and complete payment for satisfactory discharge of the Supplier’s
performance of its obligations under the Contract and includes all costs necessary for the
execution of the Services and compliance with the terms and provisions of the Contract.

8.4 Except as may be specifically provided in the Contract, the Price includes all form of taxes,
duties, levies, direct, indirect and ancillary charges, cess, costs and expenses of whatsoever
nature on the Supplier, license, royalty and fees, accessories, manpower resources,
insurance premiums, intellectual property licenses, documents and manuals to be provided
under the Contract by the Supplier.

8.5 No payment of the Price or part thereof, made by the Supplier, shall be deemed to constitute
acceptance by the Buyer of the Services or any part(s) thereof and shall not relieve the
Supplier of any of its obligations under the Contract.

8.6 The Supplier shall submit an invoice to the Buyer in triplicate providing details of the
achievement, of each prescribed milestone specified in the Contract or monthly basis
(“Invoice”) and invoices for such other amounts as may be due and payable towards the
performance of obligations under the Contract. The Invoices shall be accompanied with
relevant supporting documents as may be required under the provisions of the Contract, the
Applicable Law, and any other documents required by the Buyer in this regard. The Supplier
shall submit to the Buyer, for its approval, a copy of each Invoice. The Supplier shall at all
times ensure that the Invoices are raised in accordance with the relevant provisions of the
Applicable Law, so as to enable the Buyer to avail credit of the taxes, if any, indicated in the
said Invoice. The final Invoice shall be submitted by the Supplier within two (2) months of the
last milestone.

8.7 If an Invoice is not accompanied by the supporting documents or if the Invoice amount is
disputed for any reason by the Buyer as per the terms of the Contract, then, such amounts
of the Invoice shall not be due and payable by the Buyer, until the supporting documents
have been provided by the Supplier or the dispute is resolved, as the case may be. Further,
the withholding of any amounts by the Buyer pursuant to this Clause, shall not constitute an
event of default for non-payment, on the part of the Buyer under the Contract.

8.8 If the Services are anticipated to be suspended, or in case progress made is not satisfactory,
or in case it is apparent that the Supplier is about to abandon the Contract or that the money

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 yet due to it will not complete the Contract, the Buyer may, at its discretion, withhold any
payment which may be due to the Supplier.

8.9 The Supplier shall not demand, nor be entitled to receive payment for the Services or any
portion thereof, except, in the manner set forth in the Contract. For final payment, when the
entire Services have been completed, and Completion Certificate has been issued to the
Supplier, the Supplier shall prepare a final abstract showing the total Services performed and
its value under and according to the terms of the Contract. From the total value thus arrived,
all previous payments will be deducted, and all deductions made in accordance with the
provisions of the Contract and the remainder shall be paid by the Buyer to the Supplier within
three (3) months of the date of submission of the Supplier’s final Invoice except in case of
disputed items.

8.10 The Buyer shall withhold from payments to be made to the Supplier, and pay to the
Government Authority, any and all taxes required to be withheld pursuant to Applicable Laws.
With respect to such withholding obligation, the Supplier shall provide the following to the
Buyer, and the Buyer shall thereafter provide to the Supplier, the tax deduction certificates
in compliance with the Applicable Laws, for such withheld amounts:

(a) Permanent Account Number, if required under Applicable Law, in all the Invoices and
other correspondences with the Buyer;

(b) Tax deduction at source, withholding tax order/ certificate of the Government Authority
obtained under Section 197 of the (Indian) Income Tax Act, 1961, as amended from
time to time for determination of the appropriate withholding tax, before the Buyer can
make the remittance to the Supplier and such remittance will be effected only after the
Supplier provides the Buyer with the withholding tax order/certificate. The Buyer shall
not be liable for payment of any interest or any other consequence to the Supplier for
delay in remittance arising on account of delay in obtaining and providing such
withholding tax order/ certificate to the Buyer.

(c) Tax payer’s identification number under the Goods and Service Tax Act, for deduction
of tax at source at the applicable rates.

8.11 The Buyer shall have the right to withhold from any payment due to the Supplier from each
Invoice, including the final payment, such amounts as the Buyer reasonably deems
necessary or appropriate to protect it because of any one or more of the following reasons:

(a) Retention amount equivalent to the percentage agreed in the Contract;

(b) Defects/ shortfall in the performance of the Services;

(c) Supplier’s failure to deliver the Performance Security to the Buyer;

(d) Any requirement in accordance with Applicable Laws to withhold any taxes payable by
Supplier in respect of the Services or any part thereof;

(e) Supplier’s failure to make payments to its sub-contractors or labours or employees for
the performance of the Services or to any Governmental Authority including amounts

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 withheld by the Supplier because of disputes between Supplier and such persons;

(f) Any legal cases, litigations pending against the Supplier or against the Buyer but
relating to the performance of the Services or Supplier’s obligations under the
Contract;

(g) Any breach of the Contract by the Supplier.

8.12 All costs, damages or expenses, which the Buyer may have paid, for which under the
Contract, the Supplier is liable, will be claimed by the Buyer. All such claims shall be billed
by the Buyer to the Supplier regularly as and when they fall due. Such bills shall be supported
by appropriate and certified vouchers or explanations, to enable the Supplier properly identify
such claims. Such claims shall be paid by the Supplier within seven (7) days of the receipt
of the corresponding Invoices and if not paid by the Supplier within the said period, the Buyer
may deduct the amount, from any monies due or becoming due by it to the Supplier under
the Contract or may be recovered by actions of Applicable Laws or otherwise, if the Supplier
fails to satisfy the Buyer of such claims. Idle time charges for any reason whatsoever shall
solely be to the account of the Supplier.

8.13 The Buyer shall have the right to dispute any invoiced item or claims raised pursuant to the
provisions of the Contract, in which event, the Buyer shall notify the Supplier. Where any
amount under an Invoice or a claim raised by the Supplier pursuant to the provisions of the
Contract is disputed by the Buyer, then, the Buyer shall within twenty-one (21) days of receipt
of the Invoice or such claim, notify the Supplier of such dispute and the Parties shall seek to
resolve the dispute by mutual consultation. If the Parties fail to resolve the dispute by mutual
consultation within fifteen (15) days of the date of such notice, then, the Buyer shall withhold
payment of such disputed amount till the resolution of such dispute pursuant to Clause 20.
Provided, that, the Buyer shall make payment of the undisputed amount in accordance with
the provisions of the Contract.

8.14 Unless otherwise agreed in the Contract, all payments shall be made in Indian Rupees.

9. SUPPLIER’S REPRESENTATIONS AND WARRANTIES

9.1 The Supplier makes the following representations and warranties to the Buyer, each of which
is true and correct as on the Effective Date, which warranties shall continue to be true and
correct throughout the term of the Contract:

(a) it has been duly organized under the laws of its country, is validly existing under those
laws and has the power and authority to carry on its business therein;

(b) it has the power to enter into the Contract and comply with its obligations under it;

(c) it has in full force and effect the authorisations necessary for it to enter into the Contract
and the transactions contemplated under it;

(d) it has the financial standing and capacity to perform the Services in the manner
contemplated in the Contract;

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 (e) it has satisfied itself as to the correctness and sufficiency of the Price, which shall,
except as otherwise provided for in the Contract, cover all its obligations under the
Contract;

(f) it and it’s sub-contractors have the requisite skill, experience, expertise, capacity,
capability, licenses, permits and authorizations to perform the Services and to satisfy
and fulfil all their respective obligations and responsibilities under the Contract;

(g) the performance, delivery and performance of the Contract, shall not conflict with, result
in the breach of, constitute a default under Supplier’s constitutional documents or any
Applicable Laws or any covenant, contract, understanding, decree or order to which it
is a party or by which it or any of its properties or assets are bound or affected;

(h) there are no actions, suits, proceedings or investigations pending or to the Supplier’s
knowledge threatened against it at law or in equity before any court or any other judicial,
quasi-judicial or other authority, the outcome of which may constitute a termination event
or which individually or in the aggregate may result in a material adverse effect upon
the Services;

(i) it has no knowledge of any violation or default with respect to any order, writ, injunction
or any decree of any court or any legally binding order of any statutory authority which
may result in a material adverse effect upon the Services;

(j) no bribe or illegal gratification has been paid or shall be paid in cash or kind by or on
behalf of the Supplier to any person to procure the Contract or to procure other contracts
in relation to which the Supplier may be a party, in breach of the provisions of the Buyer’s
Policies.

9.2 The Supplier hereby makes the following further warranties to the Buyer that the Services
shall be performed in a manner consistent with the terms of the Contract, in accordance with
Good Industry Practice, Applicable Law and Applicable Permits:

(a) using the skill, care and diligence to be expected of appropriately qualified and
experienced professional Supplier’s Personnel with experience in services of a type,
nature and complexity similar to the Services;

(b) in accordance with good modern engineering principles and of appropriate grade
compatible with the intended purpose; and

(c) using the standards of all workmanship, which conform in all respects to the codes and
standards and being of such quality as is intended for the purpose for which it is
intended.

10. BUYER’S REPRESENTATIONS AND WARRANTIES

10.1 The Buyer makes the following warranties to the Supplier, each of which is true and correct
as on the Effective Date, which representations and warranties shall continue to be true and
correct throughout the term of the Contract:

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 (a) it has been incorporated as a company under the laws of India, is validly existing
and has the power and authority to carry on its business in India;

(b) it has the power to enter into the Contract and comply with its obligations under it;
and

(c) it has, in full force and effect, the authorisations necessary for it to enter into the
Contract and the transactions contemplated under it.

11. SUBCONTRACTING

11.1 The Supplier shall not directly or indirectly transfer, assign, sub-contract or sublet the
Contract or any part, share or interest therein nor shall it take a new partner without the
written consent of the Buyer. Without prejudice to the above, it is agreed that sub-contracting
of all or part of its obligations under the Contract shall not relieve the Supplier from the full
and entire responsibility of the Contract (including such obligations thereunder that have
been subcontracted).

11.2 No sub-contract shall be made by the Supplier, without the written approval of the Buyer, of
both the sub-contract and the vendor of the Supplier, but no such approval of the Buyer, of
both the sub-contract and the vendor, shall affect the provisions hereof or serve to relieve
the Supplier of any of the responsibilities and liabilities as described in the Contract and these
General Terms and Conditions.

12. INTELLECTUAL PROPERTY RIGHTS

12.1 The Supplier warrants that neither the Services nor the provision thereof covered under the
Contract shall infringe upon or violate any trademarks, patents, copyrights, or other legal
rights of third parties. Supplier shall indemnify and hold Buyer harmless against all actions or
claims, liability, loss, costs, attorneys' fees, expenses, and damages due to or arising from
any infringement of intellectual property rights. The Supplier shall, at its own expense if so
requested by Buyer, defend Buyer against all such claims including any third party claims,
proceedings and suits.

12.2 In the event the Services provided by the Supplier under the Contract become the subject of
actions or claims of infringement of intellectual property rights, Supplier shall in the shortest
possible period obtain the right for Buyer to avail such Services so that the infringement ends.

12.3 Patentable inventions and protectable creations as well as their results, insofar as they arise
from the order, shall belong to the Buyer unless Supplier establishes that they arise from
Supplier’s sole inventive capacity, and were developed independently of the Contract.

13. INDEMNIFICATION

13.1 The Supplier is liable for and shall indemnify and hold the Buyer, including its personnel,
Affiliates and Affiliates’ personnel (the “Indemnified Parties”) harmless against any and all
losses, liabilities, damages, fines, penalty, costs, expenses, demands, third party claims,
lawsuits, actions or proceedings which the Indemnified Parties may suffer or incur as a result
of or in connection with any: (a) acts, omissions, fraud, wilful misconduct, negligence,

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 misrepresentation, default, non-compliance and/or breach by the Supplier, including the
Supplier’s Personnel and/or its sub-contractors’ personnel, in connection with the Contract
and these General Terms and Conditions, except to the extent that the same was caused
solely by any act or neglect of any of the Indemnified Parties seeking indemnification; (b) any
loss arising from an occurrence which should have been covered by a policy of insurance in
the name of the Supplier or any of its sub-contractors or their sub-contractors, as required
under the Contract; (c) any loss or damage to Buyer’s property for which the Supplier has
assumed custody and control; (d) any loss of Supplier as a result of the Supplier's failure to
pay any sub-contractor; (e) infringement of any third party intellectual property rights by the
Supplier; or (f) on account of any disease or injury (including death) or harm or accident of
the Supplier’s Personnel.

14. LIMITATIONS OF LIABILITY

14.1 Notwithstanding any other provision of the Contract and these General Terms and
Conditions, neither Party, save and except in cases of fraud, wilful misconduct and gross
negligence will be liable for any consequential, indirect or special loss or damages of any
nature whatsoever, whether based on contract, warranty, tort (including negligence) or
otherwise including (but not limited to) those arising out of delay, loss of product, loss of
production, business interruption, loss of revenue or loss of profits.

14.2 Notwithstanding any other provision of the Contract and these General Terms and
Conditions, the aggregate liability of the Supplier inclusive of indemnity claims, losses,
damages, costs, expenses, fines, penalty, interest, reasonable attorney fees, and third-party
claims, under Contract and these General Terms and Conditions shall not, under any
circumstances, exceed the [Price]. [Internal Note: Procurement team to check and
confirm]

15. TERMINATION

15.1 Occurrence of any of the following events shall constitute an event of default of the Supplier
under the Contract and these General Terms and Conditions (“Supplier’s Event of
Default”):

(a) the Supplier fails to pay when due any amounts owed to Buyer under the Contract and
where such failure continues for not less than [five (5)] Business Days following the
date on which such payment is due;

(b) the Supplier commits any other material breach of its obligations under the Contract
and these General Terms and Conditions and where such breach continues for not
less than [fifteen (15)] Business Days;

(c) if any Insolvency Event occurs in relation to the Supplier;

(d) If the Buyer has become entitled to receive the maximum amount of the liquidated
damages pursuant to Clause 6.2 of these General Terms and Conditions; or

(e) the Supplier is in breach of Clauses 17 (Compliances), and 16 (Confidentiality).

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15.2 Occurrence of any of the following events shall constitute an event of default of Buyer under
the Contract and these General Terms and Conditions (“Buyer’s Event of Default”):

(a) Buyer fails to pay when due any amounts owed to Supplier under the Contract and
these General Terms and Conditions and where such failure continues for not less
than [five (5)] Business Days following the date on which such payment is due;

(b) Buyer commits any other material breach of its obligations under the Contract and
these General Terms and Conditions, and where such breach continues for not less
than [fifteen (15)] Business Days; or

(c) if any Insolvency Event occurs in relation to Buyer.

15.3 Termination Procedure

(a) Termination by Supplier

(i) Upon the occurrence and continuation of any Buyer’s Event of Default, the
Supplier may deliver a notice (the “Buyer’s Default Notice”) to Buyer. Such
Buyer’s Default Notice shall specify in reasonable detail the Buyer’s Event of
Default to which such notice relates.

(ii) Following the receipt of any Buyer’s Default Notice, Buyer shall (i) not later than
[fifteen (15)] Business Days, notify the Supplier of the measures it has taken or
intends to take to remedy Buyer’s Event of Default which is the subject of Buyer’s
Default Notice, and (ii) within a period of [thirty (30)] Business Days from the date
of such receipt (or such longer period as the Supplier may specify in such notice)
(“Buyer’s Cure Period”) to remedy the breach or default.

(iii) During any Buyer’s Cure Period, both Parties shall, save as otherwise provided
herein, continue to perform their respective obligations under the Contract and
these General Terms and Conditions and shall not, whether by act or omission,
impede or otherwise interfere with the endeavours of either Party to remedy the
breach or default to which such Buyer’s Cure Period relates.

(iv) Following the expiry of Buyer’s Cure Period, if the Buyer’s Event of Default to
which the Buyer’s Default Notice relates is continuing, the Supplier may terminate
the Contract by written notice (a “Supplier’s Termination Notice”) to Buyer and
the Contract shall stand terminated with immediate effect on the date of receipt
of the Supplier’s Termination Notice by Buyer.

(b) Termination by Buyer

(i) Upon the occurrence of the Supplier’s Event of Default, Buyer may terminate the
Contract by a written notice (a “Buyer’s Termination Notice”) to the Supplier
and the Contract shall with immediate effect stand terminated on the date of such
Buyer’s Termination Notice.

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 (ii) Without prejudice to Buyer’s right to terminate the Contract under this Clause
[15.3(b)(i)], upon the occurrence of any Supplier’s Event of Default, Buyer shall
have the right to suspend the performance of its obligations under the Contract
and these General Terms and Conditions. Any non-performance by Buyer of its
obligations under the Contract and these General Terms and Conditions, during
such period of suspension shall not amount to Buyer’s Event of Default.

(iii) In addition, during any such suspension period, Supplier shall have no right to
any sums that may otherwise have been due and payable by Buyer to Supplier,
and Buyer may apply such sums against amounts due and owing from Supplier.

16. CONFIDENTIALITY

16.1 “Confidential Information” means any and all information (whether oral or written,
including in graphic, data or electromagnetic form), technical or otherwise, including, but
not limited to, any trade secrets, know-how, data, formulae, processes, methods of
operations, models, mechanical and electronic design, drawings, logos, character, title,
design, script, schedule, language, report, analysis, process data, program, research,
prototype, survey, drawings, sketches, schematics, technologies, discoveries, inventions,
customer data, protocols, marketing information, concepts, business plans, contracts,
proposals, documents, financial information, financial statements, interpretations,
forecasts, compilations, studies, records, projections, other business data and any other
information, that is disclosed by one Party and/or its Affiliates (“Discloser”) to the other
Party and/or its Affiliates (“Recipient”) in any form whatsoever, whether tangible or
electronic form (including any writing, e-mail or material). The existence of the Contract
and these General Terms and Conditions, and the contents of discussion among the
Parties, shall be deemed Confidential Information under the Contract.

16.2 Confidential Information disclosed or provided by the Discloser to the Recipient and all
rights, including, but not limited to, intellectual property rights, in and to such Confidential
Information shall remain the property of the Discloser.

16.3 Notwithstanding anything to the contrary contained in the Contract and these General
Terms and Conditions, Confidential Information does not include information that:

(a) is or becomes part of the public domain through no breach of the Contract or no fault
of the Recipient or any of its representatives;

(b) was or is subsequently lawfully obtained by the Recipient or any of its representatives
from a third party who has the right to transfer or disclose such information, without
breach of any agreement by such third party or breach of the Contract by the
Recipient;

(c) the Recipient can establish, by a contemporaneous writing that constitutes

documented and competent evidence, was developed independently by or for the
Recipient or one of its Affiliates, without any use of the Discloser's Confidential
Information; or

(d) the Recipient can establish, by a contemporaneous writing that constitutes

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 documented and competent evidence, was lawfully in its or one of its Affiliate's
possession prior to the date of disclosure of the Confidential Information by the
Discloser.

Any combination of features will not be deemed to be within the foregoing exceptions merely
because individual features are in the public domain or in the possession of the Recipient
or any of its representatives as described above.

16.4 In respect of the Contact and these General Terms and Conditions this clause shall survive
the termination of the Contract.

17. COMPLIANCES

17.1 Compliances with Applicable Laws

(a) The Supplier agrees, covenants, and undertakes that all Services provided under the
Contract shall be in conformity with the Applicable Laws.

(b) The Supplier must comply, and must ensure that its directors, officers, employees,
contractors, sub-contractors, suppliers and agents (personnel) comply, with all
Applicable Laws, including those concerning corruption, money-laundering, the
payment of bribes, tax evasion, economic sanctions, the registration, evaluation,
environment, health and safety and must not undertake or cause to be undertaken any
activity that is illegal or unlawful.

(c) The Supplier shall secure and maintain all applicable licenses, permits, permissions,
consents and certifications that may be required for the execution and performance of
the Contract; and shall comply will all reporting requirements under Applicable Laws.

17.2 Compliance with Buyer’s Policies

(a) The Supplier agrees, covenants, and undertakes that it has reviewed the policies of
Buyer as available at [Link] (as and when updated,
revised or modified) (“Policies”):

(b) During the subsistence of the Contract, the Supplier must comply with the principles
contained in these Policies and these Policies will continue to be applicable and
binding on the Supplier, to the extent relevant.

17.3 Anti-bribery and Anti-corruption Practices

The Supplier represents, warrants, covenants and undertakes that:

(a) it shall and shall ensure that all its representatives, agents, Affiliates and contractors
engaged in performance of the Contract shall comply will all Applicable Laws in
connection with anti-corruption, anti-bribery practices, anti-money-laundering and
economic sanctions dealing with money laundering, prevention of corruption and
bribery, including compliance with the Prevention of Money Laundering Act, 2002, the

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 Prevention of Corruption Act, 1988 and Benami Transactions (Prohibition) Act, 1988;
United States Foreign Corrupt Practices Act; UK Bribery Act; and all laws, rules,
regulations or requirements of any jurisdiction including Japan, that are enacted to
comply with the International Standards on Combating Money Laundering and the
Financing of Terrorism and Proliferation issued by the Financial Action Task Force, as
may be amended, supplemented and updated from time to time or any laws having a
similar object or purpose.

(b) it shall not offer or give (either itself or through its directors, employees, agents,
advisors, Affiliates or any representatives), or agree to give, to any employee, agent,
servant or representative of Buyer or any Governmental Authority, any gift,
commission or other consideration of any kind as an inducement or reward for doing,
refraining from doing, or for having done or refrained from doing, any act in relation to
the execution or performance of the Contract or in connection with any terms of the
Contract, in for any other purpose whatsoever.

(c) it has not made (either itself or through its directors, employees, agents, advisors,
Affiliates, or any representatives), any payments or given any gifts, nor have they
promised or agreed to make any payments or give any gifts, to any employee, agent,
servant or representative of Buyer or any Governmental Authority in connection with
the Contract.

(d) it has not paid, offered or given; has not agreed to pay, offer or give; and will not pay,
offer or give (either itself or through its directors, employees, agents, advisors,
Affiliates or any representatives), directly or through its or any entities acting on its
behalf, any commission, facilitation payment, gift or other consideration of any kind as
an inducement or reward for doing, refraining from doing or for having done or having
refrained from doing something deemed to be illegal.

17.4 Applicable Trade Sanctions

The Supplier shall represent and warrants that the Services being supplied under the
Contract:

(a) are not subject to any sanctions in respect of such goods, services or technology, or
subject to any sanctions, restrictions or bans in connection with the end-use of such
goods, services or technology, or that would otherwise be in conflict with applicable
sanction laws;

(b) no persons or entities that would have been listed on official sanctions lists under
applicable trade sanctions laws are involved in relation to the performance of, or could
benefit from, the Contract; and

(c) Where the Supplier or any person acting on its behalf, violates the provisions of Clause
17.4(a) above, Buyer shall be entitled to terminate the Contract with immediate effect
and the Supplier shall indemnify and hold harmless Buyer in connection with any loss,
costs, expenses arising as a result of such violation.

The Supplier shall promptly inform Buyer of any event or circumstances which result in any

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 of the representations and warranties set forth in this Clause 17.4 above becoming false or
misleading. The Buyer shall have the right to seek information from the Supplier in relation to
any of the aforesaid at any time. Provided that in case of a breach of any of the
representations and warranties set forth in this Clause 17.4 above, the Supplier shall forthwith
give notice to Buyer.

17.5 Health, Safety, and the Environment

(a) The Supplier shall and shall ensure that its directors, employees, agents, advisors,
Affiliates, or any representatives, shall, comply with the applicable legal requirements,
statutory obligations related to labour and employment practices, and all internationally
recognized safety standards, including (without implying limitation) any local health and
safety rules applicable to such Supplier.

(b) The Supplier shall not and shall ensure that its directors, employees, agents, advisors,
Affiliates or any representatives shall not permit or use any hazardous and/or
radioactive products, material or equipment in connection with the performance of the
Contract.

17.6 Conflict of Interest

The Supplier represents and warrants the following:

(a) that neither the Supplier nor its directors, employees, agents, advisors, affiliates or any
representatives or personnel are related to the management of Buyer, and its interest
are not conflicted, in relation to the execution or performance of the Contract;

(b) if any such actual or potential conflict of interest arises under the Contract, the Supplier
shall immediately inform Buyer in writing of such conflict; and

(c) if, in the reasonable judgment of Buyer, such conflict poses a material conflict to and
with the performance of Supplier’s obligations under the Contract, then Buyer may
terminate the Contract immediately upon written notice to the Supplier in accordance
with the provisions set out in these General Terms and Conditions.

17.7 Consequences of non-compliances

(a) The Supplier’s failure to comply with this Clause 17 will be deemed a material breach
of the Contract entitling Buyer to immediately terminate the Contract by written notice
in accordance with the provisions set out in these General Terms and Conditions.
Buyer may also terminate the Contract or suspend or withhold payment if in Buyer’s
reasonable opinion, the Supplier has violated, intends to violate, or has caused a
violation of any anti-corruption, anti-money laundering and financial terrorism laws,
sanction laws or if any conflict of interest arises between the Supplier or its personnel
and Buyer or a related Party of Buyer.

(b) The Supplier indemnifies, defends, and holds harmless Buyer, its Affiliates, directors,
officers, and employees from and against all claims and/or losses arising out of the
Supplier’s breach of its obligations, representations, warranties or undertakings in this

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 Clause 17.

18. FORCE MAJEURE

18.1 "Force Majeure Event" means any exceptional acts, events, or circumstances that:

(a) are either, in each case having exercised reasonable skill, care and diligence:

(i) unforeseeable; or

(ii) foreseeable but unavoidable or impossible to overcome,

and are outside the reasonable control of the affected Party; and

(b) are not attributable or connected with any act, omission, fault, or negligence of the
affected Party; and

(c) render the affected Party unable to comply totally or partially with its obligations under
the Contract;

and shall only mean:

(a) war (whether or not war is declared), hostilities, invasion, revolution, rebellion,
insurrection against any authorities, military or usurped power, terrorism or foreign
embargoes;

(b) lightning, fire, flood, earthquakes, tornados, typhoons, hurricanes, landslides, volcanic
eruptions, and objects striking the earth from space (such as meteorites), epidemics,
pandemic as declared by the relevant Governmental Authority or similar acts of God;

(c) ionising radiation or contamination by radio-activity, except as may be attributable to

the Supplier’s use of such munitions, explosives, radiation, or radio-activity;

(d) regional and national strikes, walkouts, lockouts or similar industrial or labour actions
or disputes, other than those which affect solely the employees and/or the sub-
contractors of the affected Party; and

(e) acts of governments or Governmental Authority, including but not limited to the
issuance of or promulgation of any court order, law, statute, ordinance, rule, regulation,
or directive or compliance with such acts that directly affect a Party, except to the
extent that they constitute remedies or sanctions lawfully exercised by a Governmental
Authority as a result of a breach by the affected Party of any directive or under
Applicable Law in effect.

and, for the avoidance of doubt, shall not include:

(a) strikes or other employee disturbances affecting only the Supplier's Personnel or other
employers of the Supplier or any sub-contractors;

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 (b) shortages or price fluctuations (including as a result of currency fluctuations) with
respect to any components and materials, spare parts or consumables;

(c) shortages of, or increases in the cost of, manpower;

(d) normal wear and tear of, random flaws in or breakdowns of any components and
materials unless itself caused by a Force Majeure Event;

(e) unavailability of funds, the inability of a Party to raise finance, the failure by a Party to
make payment of money in accordance with its obligations under the Contract or the
economic hardship of either Party; and / or

(f) any fluctuation in the exchange rate of any currency.

Notwithstanding the above, the Parties acknowledge that the Contract is entered into at a
time when COVID-19 has been declared a global pandemic and the impacts of the pandemic
are unforeseeable. As of the effective date of the Contract, the Parties acknowledge that they
have reviewed all of the applicable government-mandated measures and recommendations
and that, having reviewed them, there are no known COVID-19 related issues currently
preventing the fulfillment of their contractual obligations.

18.2 Notice Of Force Majeure

(a) If a Party is or will be prevented from performing any of its obligations under the
Contract by a Force Majeure Event, then it shall give notice to the other Party of the
event or circumstances constituting the Force Majeure Event by no later than three (3)
Business Days after it became, or should have become, aware of such event or
circumstance.

(b) No later than ten (10) Business Days after giving the notice referred to in Clause
18.2(a) above, the Party claiming relief shall give a second written notice containing
such relevant information relating to the failure to perform (or delay in performing) as
is available, including the effect of the Force Majeure Event on the ability of the Party
to perform, the action being taken under Clause 18.3 (Duty To Minimise Delay), the
date of the occurrence of the Force Majeure Event and an estimate of the period of
time required to overcome its effects.

(c) The Party claiming relief shall notify the other as soon as the consequences of the
Force Majeure Event have ceased and when performance of its affected obligations
can be resumed.

(d) If, following the issue of any notice referred to in Clause 18.20 above, the Party
claiming relief receives or becomes aware of any further information relating to the
Force Majeure Event or any failure to perform, it shall submit such further information
to the other Party as soon as reasonably possible.

18.3 Duty To Minimise Delay

Where a Party is affected by a Force Majeure event:

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 (a) it shall take all reasonable steps to:

(i) mitigate the consequences of such an event upon the performance of its
obligations under the Contract;

(ii) resume performance of its obligations affected by the Force Majeure event as
soon as practicable; and

(iii) minimise any delay in the performance of the Contract as a result of the Force
Majeure event as soon as practicable,

and shall use all reasonable endeavours to remedy its failure to perform; and

(b) it shall not be relieved from liability under the Contract to the extent that it is not able
to perform its obligations under the Contract due to its failure to comply with its
obligations under paragraph (a) above.

18.4 Consequences Of Force Majeure Event

Subject to Clause 18.3 (Duty To Minimise Delay), if a Party, for a reason directly attributable
to the Force Majeure Event:

(a) is unable to perform all or a material part of its obligations under the Contract; and/or

(b) suffers delay in respect of performing all or a material part of its obligations,

the affected Party shall be relieved of its liability arising from any failure to perform the
relevant obligations and the affected Party shall be entitled to an extension of the time period
within which such obligations ought to have been performed.

18.5 Termination For Prolonged Force Majeure Event

If the performance of the Contract is substantially prevented, hindered or delayed for period
of minimum sixty (60) consecutive days or an aggregate of one hundred and eighty (180)
days in one (1) year on account of one (1) or more Force Majeure Events, unless otherwise
agreed either Party shall have right to terminate the Contract by giving thirty (30) days’ written
notice.

19 GOVERNING LAW

The Contract shall be governed and interpreted in accordance with the [laws of India / English
laws], and subject to Clause 20.

20. DISPUTE RESOLUTION

20.1 Except as otherwise provided under the Contract, any controversy, dispute, claim, question
or difference arising out of, relating to or in connection with, the Contract, including regarding
its existence, validity or termination (a "Dispute"), the Parties shall attempt in good faith, for

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 a period of thirty (30) days after either Party notifies the other of the existence of the Dispute
to resolve such Dispute. The discussion shall be attended by the representatives of each
Party with authority to resolve the Dispute.

20.2 Arbitration

(a) If the relevant Parties have been unable to resolve any Dispute within a period of thirty
(30) days pursuant to Clause 20.1, the Dispute shall be referred to and finally resolved
by arbitration administered by the [Mumbai Centre for International Arbitration /
Singapore International Arbitration Centre]1 in accordance with the arbitration rules of
the [Mumbai Centre for International Arbitration / Singapore International Arbitration
Centre] [("MCIA Rules / SIAC Rules")] for the time being in force, which rules are
deemed to be incorporated by reference in this Clause.

(b) The arbitration shall be conducted in English, and the place and seat of the arbitration
shall be [Mumbai / Singapore].

(c) The arbitration shall be conducted by an arbitration tribunal consisting of three (3)
arbitrators. Each Party shall appoint [one (1)] arbitrator who shall in turn, appoint a
third arbitrator ("Tribunal").

(d) No arbitrator shall be a present or former employee or agent of, or consultant or

counsel to, either Party or its Affiliates.

(e) The Parties and the Tribunal shall keep confidential and not use for any purpose not
related to the resolution of the Dispute the subject matter of the arbitration and all
information (whether given orally, in writing or otherwise) produced for, or arising in
relation to, the arbitration, including any award arising out of it, except insofar as is
necessary to implement and enforce any award or otherwise as required under
Applicable Law.

(f) The provisions of this Clause 20.2 (Arbitration) will survive the termination of the
Contract.

20.3 CONTINUED PERFORMANCE

Notwithstanding any reference to dispute resolution under this Clause 20.2 (Dispute
Resolution), the Parties shall continue to perform their respective obligations under the
Contract unless the Parties otherwise agree or Buyer is entitled to suspend in accordance
with the Contract.

21 MISCELLANEOUS

21.1 Assignment

1
Drafting Note: Mumbai Centre for International Arbitration to be retained for domestic arbitration and in any other case,
Singapore International Arbitration Centre to be retained.

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 (a) The Contract shall be binding upon and inure to the benefit of the Parties hereto and
their respective successors and permitted assigns.

(b) Supplier shall not assign, delegate, pledge, charge or otherwise encumber to any third-
party any of its rights, benefit, obligations or other interest under the Contract, without
the prior written consent of Buyer.

(c) No assignment, delegation, creation of pledge, charge or any other encumbrance of

any of its rights, benefits, obligations or other interest under the Contract shall relieve
the Supplier of its obligations under the Contract.

(d) Notwithstanding anything to the contrary in the Contract, Buyer may, at its sole
discretion, upon written notice to the Supplier, assign delegate, pledge, charge or
encumber (including by way of security) the Contract or any rights, benefits, obligations
or other interest under the Contract to any third party.

21.2 Waiver

(a) No variation or waiver of any provision or condition of the Contract shall be effective
unless it is in writing and signed by or on behalf of each of the Parties (or, in the case
of a waiver, by or on behalf of the Party waiving compliance).

(b) The express waiver (whether one or more times) by either Buyer or Supplier of any
term, condition or provision of the Contract shall not constitute a waiver of any future
obligation to comply with such term, condition or provision.

(c) The failure or delay or omission, or forbearance of either Party to enforce at any time
any of the terms, conditions and provisions of the Contract or to require at any time
performance by the other Party of any of the other Party's obligations shall in no way
be construed to be a present or future waiver of such provisions or in any way to affect
the validity of the Contract or any part hereof, or the right thereafter to enforce each
and every such term, condition and provision.

21.3 Relationship

Supplier has been engaged as an independent contractor and shall have no authority to act
on behalf of or to represent Buyer save and except as mentioned under the Contract. Nothing
in the Contract will be deemed or construed to create a joint venture, partnership, agency or
employee / employer relationship between Buyer and Supplier or any of its employees / staff
for any purpose.

21.4 Severability

In case any one or more of the provisions contained in this Contract shall for any reason be
held invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or
unenforceability shall not affect any other provision of the Contract, and the Contract shall be
construed as if the invalid, illegal, or unenforceable provision had never been contained in it.
The validity, legality, and enforceability of all other remaining provisions or parts of provisions
of the Contract will remain in full force and effect.

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21.5 Entire Agreement

The Contract constitutes the whole agreement and understanding between the Parties
relating to the subject matter of the Contract and supersedes and extinguishes completely
any prior oral or written communications, agreements or arrangements between the Parties
relating to the subject matter hereof.

21.6 Counterparts

(a) The Contract may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all of which shall constitute one and the same agreement,
which shall be binding upon and inure to the benefit of the Parties hereto and their
respective successors and assigns.

(b) No counterpart shall be effective, nor shall the Contract be effective until each Party
has executed at least one counterpart. Delivery of an executed counterpart of a
signature page of the Contract by telecopy or portable document format (pdf) shall be
effective as the signing of a manually executed counterpart of the Contract until such
time as such manually executed counterpart is delivered to the other Party.

21.7 Costs and Expenses

(a) Except as otherwise stated in the Contract, each Party shall be responsible for its own
costs and expenses incurred relation to the negotiation, preparation, execution,
performance and implementation of the Contract.

(b) The stamp duty in relation to the Contract will be equally borne by the Parties.

21.8 Set-Off

Buyer may at any time but shall be under no obligation to set-off any and all undisputed sums
due from the Supplier against undisputed sums due to Buyer under the Contract or any other
agreement between the Parties. Any exercise by the Buyer of its rights under this Clause
shall be without prejudice to any other rights or remedies available to the Buyer under the
Contract or otherwise.

21.9 Amendment

No waiver, alteration or modification of any of the terms of the Contract shall be valid or
binding unless it is in writing and signed by an authorised representative of each of the
Parties.

21.10 Rights Cumulative

Except as expressly provided in the Contract, all rights and remedies available to the Parties
for breach of the Contract are cumulative and may be exercised concurrently or separately.

21.11 Language

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(a) The language of the Contract is English and all documents, notices, waivers and all
other written communications or otherwise between the Parties in connection with
the Contract shall be in English.

(b) If the Contract is translated into any other language, the English language text shall
prevail unless the relevant document is a constitutional, statutory or other official
document.

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