Purchase Order

PO No.: 121738 - 0
Date.: 2024-11-25
Incoterm.: EX Works
Payment
neft
Method.:
Credit Days: 15 Days
Vendor: 38438
Jia Industries Buyer Name: Ib Monotaro Private Limited
Shed no -3, Ghansyam ind. Estate, opposit murga farm, Transporter
Rakhiyal, Virat Nagar. Hr-1 Warehouse
Name:
Ahmadabad, Gujarat - 380023, India State Code: 24
Transporter
GSTIN: 24FBOPM1075B1ZT 07AAFCI7226L1ZA
Contact Person: Mayur B Malani Phone: 7600376804 GSTIN:
Contact
Sameer Batra
Person:
Contact
sameerbatra@industrybuying.com
Person Email:
Delivery
2024-11-25
Date:

Billing Address Shipping Address

IB MONOTARO PRIVATE LIMITED

Khasra No.- 26/15 (8-0), 26/16 (8-0),27/11 (8-0), 12/1 (1- IMPL MEWAT WAREHOUSE
16), 12/2/1 (5-8), 13/1 (0-17), 20 (8-0) Village Fatehpur, Khasra No.- 26/15 (8-0), 26/16 (8-0),27/11 (8-0), 12/1 (1-
Tehsil Tauru, District Nuh 16), 12/2/1 (5-8), 13/1 (0-17), 20 (8-0) Village Fatehpur,
Fatehpur Tehsil Tauru, District Nuh
Haryana - 122105, INDIA
Phone: 180030009551 , Fatehpur
Email: care@industrybuying.com Haryana - 122105, INDIA
GSTIN: 06AAFCI7226L1ZC

Model
Sr. Unit Amount
SKU Title No/Part UoM Qty CGST SGST IGST Total
No. Price (INR)
Code

Rate Amt. Rate Amt. Rate Amt.

Jia Industries 30 x 20 x 20 Pack of

1 PAC.COR.78068950 inch Corrugated Box (Pack None 10.00000 1399.00 2 2798.000 18.00 503.64 3301.64
of 10 Box, Brown) Box

Jia Industries 30 inch x 10 m Each of

2 PAC.COR.48080830 Kraft Liner Paper Roll None 1.00000 273.00 3 819.000 18.00 147.42 966.42
(Brown) Piece

Four Thousand, Two Hundred And Sixty-Eight Point

Grand Total (INR) : 0.00 0.00 651.06 4268.06
Zero Six

Authorized Signatory : This is a computer generated PO. No

Prepared By : Ib Monotaro Private Limited
signature is required.

This PO will expire post 30 days of the date of delivery.

 Terms & Conditions
DOMESTIC AND INTERNATIONAL

1. Definitions
For the purposes of these Conditions of Purchase:
1.1. Agreement means the Purchase Order (PO) together with these Conditions of Purchase;
1.2. Delivery Point means the place or the port specified as the delivery point in the Purchase Order;
1.3. Domestic means that the Vendor is located within India;
1.4. International means that the Vendor is located outside India;
1.5. Goods means the goods or product(s) specified in the PO that are to be supplied by the Vendor to IB on the terms set
out in this Agreement;
1.6. Purchase Order means the purchase order issued by IB to Vendor;
1.7. IB means IB Monotaro Private Limited or any of its subsidiaries;
1.8. Vendor means the person or entity to whom/which the PO is addressed;
1.9. Service means the services referred to in an Order that are to be supplied by the Vendor to IB on the terms set out in
this Agreement;
1.10. Terms means the terms and conditions as set out in this Agreement

2. General
2.1. Any Goods and/or Services purchased by IB from the Vendor will be purchased on the terms set out in this Agreement
only.
2.2. This Agreement constitutes the entire agreement of the parties in respect of the matters covered by it and supersedes
all previous agreements in respect of those matters, including the Vendor’s terms, if any.
2.3. To the extent not otherwise provided herein, detailed terms and conditions of each individual sale and purchase shall
be mutually agreed upon and confirmed by both parties in an individual sales contract, which shall be deemed to
incorporate all of the Terms hereof to the extent that they may be applicable and are not inconsistent with the terms and
conditions of such individual sales contract.

3. Acceptance
3.1. The PO shall constitute no more than IB’s offer to purchase Goods and/or Services from the Vendor in accordance with
the Terms and any additional terms and conditions expressly set forth or incorporated by express reference on this PO,
which when accepted by Vendor shall constitute a binding contract between the parties.
3.2. Any of the following shall constitute Vendor’s unqualified acceptance of the PO
3.2.1. Acknowledgment of the PO; or
3.2.2. Furnishing of any Goods and/or Services under the PO; or
3.2.3. Acceptance of any payment avoidance of doubt, non-acknowledgment (non-acknowledgment to be communicated
to IB in writing only) of the PO within 7 days of receipt of the same by Vendor shall be deemed as Vendor’s acceptance of
the PO
3.3. Any terms and conditions proposed by Vendor in Vendor’s quotation, invitation, acceptance, acknowledgment,
invoice, transmittal or any other document which are different from, conflict with or add to the Terms, shall be void and of
no effect unless accepted in writing by IB.
3.4. No course of dealing or usage of trade shall be applicable unless expressly incorporated herein.
3.5. The Terms may not be varied or modified in any manner, unless in a subsequent writing signed by an authorized
representative of IB.

4. Variation
4.1. IB reserves the right by reasonable notice to the Vendor to vary the Goods and/or Services detailed in the PO, and any
alteration to the Price or delivery date arising by reason of such modification shall be agreed between the parties and
evidenced in writing.

5. Shipping Documents
5.1. At least one (1) working day prior to each shipment/delivery, Vendor shall forward to IB the following shipping
documents by email:
5.1.1. Signed commercial invoice for the quantity of Goods set forth in the bill of lading (or Airway Bill) indicating the
country of origin for each Product;
5.1.2. Signed packing list for the quantity of Goods set forth in the bill of lading (or Airway Bill) indicating the carton
number for each product (and pallet number)
5.1.3. Shipping advice indicating the Vessel’s name, estimated time of departure and estimate time of arrival
5.2. Within one (1) working day after each shipment, Vendor shall forward to IB the following document(s) by email:
5.2.1. Clean shipped bills of lading (or Airway Bill) made out to the order of IB
5.3. Each shipping document(s) including but not limited to Bill of lading (or Airway Bill), Packing List, Invoice, Shipping
Cartons, BOL shall specify the PO No., Quantity & Weight of the Goods, CBM etc.
5.4. Vendor is obliged to furnish any additional documents to IB, if so instructed by IB.
5.5. All documents furnished by Vendor to IB must be in English.
5.6. Vendor shall promptly notify IB in case of any amendment to the document(s).

6. Delivery
 6.1. Goods are to be delivered by the Vendor to the Delivery Point.
6.2. Where a delivery date is specified in the PO, time is of the essence. Goods shall be deemed to have been delivered
“On Time” if they have been delivered at the specified Delivery Point before or on the mutual agreed delivery date and 5
(five) calendar days after such date. Any delivery that does not arrive at the specified location, does not contain the
quantity of Goods or correct description of the Goods will be considered late.
6.2. Where a delivery date is specified in the PO, time is of the essence. Goods shall be deemed to have been delivered
“On Time” if they have been delivered at the specified Delivery Point before or on the mutual agreed delivery date and 5
(five) calendar days after such date. Any delivery that does not arrive at the specified location, does not contain the
quantity of Goods or correct description of the Goods will be considered late.
6.3. Vendor acknowledges and agrees that failure to meet the delivery date(s) will cause IB to incur additional cost, loss of
revenues and other damages, which damages are difficult to estimate but are likely to be significant. Notwithstanding
anything to the contrary, Vendor shall notify IB in writing if it becomes aware that any Goods delivery will be late.
6.4. In case of late delivery, Vendor shall pay to IB the following, as liquidated damages, and not as a penalty, a sum equal
to 1% per week or part thereof of the total PO value subject to a maximum of 5% of the total PO value of the undelivered
Goods (applicable after the first 5 calendar days from the delivery date)
6.5. Vendor must indemnify IB against any loss or damage suffered if the Vendor does not deliver the Goods on time and,
without prejudice to IB’s other rights, IB may exercise any of the following remedies:
6.5.1. Require Vendor to pay the cost to expedite delivery (including freight, expedite charges)
6.5.2. Cancel any pending PO for late items that remain undelivered without liability and elect, at IB’s sole discretion, to
either (A) retain and pay for any Goods previously delivered (if any) or (B) return any such late-delivered Goods to the
Vendor at Vendor’s sole expense, without any liability to IB.
6.6. Without prejudice to IB’s other rights, if Vendor delivers a different quantity of Goods to that specified in the PO, IB
may accept all of the Goods or accept any lesser quantity and reject the rest of the Goods. Vendor will be liable for all
costs and losses that IB incurs as a result of the delivery of the wrong quantity of the Goods or the incorrect goods.

7. Inspection, Acceptance & Cancellation

7.1. All Goods must be marked, packed and otherwise protected, at Vendor’s expense, for transit to the Delivery Point, in
such manner as will prevent any damage to or deterioration of the Goods under normal transport and storage conditions
having regard to the nature of the Goods.
7.2. IB or its authorized representatives shall have the right to make any inspections or tests it may reasonably require in
relation to the Goods and/or Services, whether at the Vendor’s place of business or otherwise, and the Vendor shall
facilitate such inspections and provide required assistance.
7.3. IB shall have fifteen (15) calendar days following delivery and after proper receipt of the Goods and/or Services from
the Vendor to either accept or reject them as non-confirming with the PO and the Terms. For latent defects, IB shall have
seven (7) days following the date of discovery of such latent defect.
7.4. At least *** days prior to the scheduled delivery date of an order, IB may modify and/or reschedule such order or part
thereof. Vendor shall accommodate a request by IB to re-schedule any delivery to an earlier date.
7.5. IB may cancel prior rescheduled orders or part thereof; cancellation charges shall be determined per mutual
agreement of the Parties.
7.6. IB may cancel a PO in respect of any undelivered Goods or uncompleted Services, with immediate effect, by notice to
Vendor, without any liability, if Vendor
7.6.1. fails to perform any of its obligations under this Agreement and the failure has not been remedied within three (3)
business days of receipt of a notice by Vendor requiring the failure to be remedied;
7.6.2. has appointed a receiver, receiver and manager, liquidator, statutory manager, passes a resolution for winding up,
or assigns its estate or any substantial part of it for the benefit of its creditors; or
7.6.3. is unable to pay its debts in the ordinary course of business or is insolvent.
7.7. In the event of cancellation of the Order by IB, if the Order covers:
7.7.1. standard stock goods or standard services, IB's only obligation to Vendor is to pay for Goods delivered, or Services
provided, prior to the date of cancellation; and
7.7.2. Private label goods or Services manufactured or provided, or to be manufactured or provided, to IB's specifications
or specifications prepared by the Vendor for IB, then, on receipt of the cancellation notice, the Vendor must immediately
stop all performance under the PO except as IB otherwise directs.
7.8. Notwithstanding anything to the contrary, if IB cancels or terminates the PO in whole or in part for default by Vendor,
IB shall be entitled to procure similar Goods and/or Services from other vendor and Vendor shall be liable for any excess
costs incurred by IB for those Goods

8. Return of Goods
8.1. If IB cancels the PO or rejects any Goods for reason(s) attributable to the Vendor, IB may, at the risk and expense of
the Vendor, return the whole or any part of the Goods to the Vendor and, at IB’s discretion, require the Vendor:
a) to replace or repair the defective Goods at no additional cost;
b) refund in full any money paid to the Vendor for Goods that have been refunded
8.2. If the Vendor fails to provide all or part of the Services in accordance with this Agreement, IB may obtain replacement
services from a third party at the Vendor’s cost

9. Warranty
9.1. Supplier warrants that each Goods furnished under this Agreement shall: (a) materially conform to the Specifications
for such Goods/Product; (b) be free from defects in design, material and workmanship that materially affect performance
and functionality; (c) be free from any defects in title and free from any charge, lien, security interest or other
 encumbrance; (d) not be mis-labelled, mis-branded, adulterated; (e) not infringe upon the patent, copyright, trade secret
or trademark of any third party

10. Ownership and Risk

10.1. Except as otherwise provided in this Agreement, ownership of and risk in the Goods will pass to IB only upon
acceptance of the Goods by IB pursuant to delivery and inspection of such Goods. In any event, Vendor bears the risk of
loss or damage to Goods until ownership of those Goods passes to IB in accordance with the Terms.
10.2. Acceptance as to ownership of the Goods does not waive, limit or defeat the Vendor’s warranties contained in Clause
9 of this Agreement, or IB’s rights of return under Clause 8 of this Agreement, or act as a waiver of any of IB’s other rights.

11. Price & Tax

11.1. The purchase price of the Goods and/or Services will be the price specified in the PO or, where no price is specified,
the current or agreed upon price when the Goods and/or Services are ordered.
11.2. The purchase price of the Goods and/or Services will be:
11.2.1. for Domestic Vendors, inclusive of all taxes and duties of any kind that either party is required to pay in respect of
the sale of the Goods or the provision of the Services other than GST
11.2.2. for International Vendors, in _______ (currency), unless specified otherwise in the PO and inclusive of all taxes and
duties of any kind other than those IB is responsible for under Clause 8.2.3
11.2.3. Liability for freight and insurance as between the Vendor and IB
11.2.3.1. For Domestic Vendors, will be as specified in the PO or, where liability is not specified, the Vendor will pay for
freight and insurance
11.2.3.2. For International Vendors, all trade shall be governed by INCOTERMS® 2010. Where no Incoterm rule is specified
on the order, CIP (Cost Insurance Paid) rule shall apply.
11.3. Vendor alone shall be responsible for paying all applicable tax(es) and other levies of any nature imposed upon the
Vendor in respect of the supply of the Goods and/or Services to IB, whether in India or elsewhere, and for making
arrangement with relevant taxation, customs authorities in respect of such payments.
11.4. IB will not make any adjustment or reimbursement in respect of ay additional amounts which Vendor may pay to or
on behalf of its personnel to compensate for any increase in tax(es) and levies of whatsoever nature which they may incur
or suffer by reason of either operating, or supplying the Goods and/or Services to IB.

12. Invoices and Payment

12.1. Vendor must send valid Invoice(s) on delivery of Goods or supply of Services. The Invoice(s) must record the PO
Number, Item Number, Description of goods and services, Quantities, Unit price(s), Date(s) rendered and Total Purchase
Price, as are applicable. Any applicable GST or other tax(es) must be recorded separately from the price of the Goods
and/or Services on the Invoice(s). Each invoice must refer to one, and only one, PO.
12.2. Where any variation is made to the amount payable for the Goods and/or Services after the invoice has been issued,
Vendor must issue a credit or debit note (as the case may be) to IB. At the request of IB, Vendor will issue a Tax Invoice
and any credit note or debit note issued by Vendor must comply with the relevant and applicable tax law(s).
12.3. Unless otherwise agreed in writing between the parties, IB is to pay for the Goods and/or Services in accordance with
the terms set out under this PO. IB will not be liable to pay for any goods delivered in excess of the amounts specified in
any PO.
12.4. Payment shall be made on the terms of net 60 days from the receipt of invoice. Cash discount periods, if any, shall
be computed from either the date of actual delivery of the Goods and/or Services or the date an acceptable invoice is
received, whichever later.
12.5. On a case-by-case basis, IB may in its sole discretion, accept advance payment. In such case, Vendor to which any
advance payment is issued must provide a complete and final invoice (or Proforma Invoice) for the full amount of the
advance payment prior to the issuance of payment. The invoice must contain the confirmation of total cost, including tax,
freight, handling etc.
12.6. All claims for money due or to become due from IB shall be subject to deduction by IB for any setoff or counterclaim
arising out of this or any other of IB’s Orders with Vendor.
12.7. Payment shall not prejudice IB’s right to reject any Goods and/or Services for breach of warranty or to obtain a
refund for such Goods and/or Services.

13. Private Label Goods

13.1. Vendor shall not sell goods manufactured for IB or goods manufactured using/carrying IB’s proprietary brand names
or trademark to any other third party other than IB.
13.2. Vendor shall and shall procure that its staff shall keep secret and do not disclose the fact that Vendor manufactures
or supplies/sells private label goods of IB,
failing which shall result in immediate termination of this Agreement.

14. Warranties & Representations

14.1. Vendor warrants and represents to IB that the Goods:
14.1.1. shall conform in all respects with any particulars or specification specified in the PO including any variations;
14.1.2. shall conform in all respects with the requirements of any statutes, orders, regulations or bye-laws from time to
time in force;
14.1.3. are free from any charges, encumbrances, or other security interests;
14.1.4. be of satisfactory and merchantable quality and are free from defects in design, materials and workmanship
provided that where the private label goods have been manufactured in accordance with any drawings, specifications or
 instructions provided by IB, the Vendor warrants only that the Goods conform to such drawings, specifications or
instructions, are of sound workmanship, and are free from any defects;
14.1.5. which have been manufactured by a third party, IB will receive the full benefit, of all warranties given by that third
party manufacturer in respect of those Goods;
14.1.6. will not be supplied to IB on terms that would allow the Vendor or any third party to have access to any of IB’s
premises to recover the possession of Goods;
14.1.7. be fit and sufficient for the purpose for which such goods are ordinarily used and for any particular purpose made
known to Vendor by IB and IB relies on the skill and judgement of the Vendor in the supply of the Goods and the execution
of the PO.
14.2. To the extent permitted by law, the above warranties are in lieu of and to the exclusion of any express or implied
conditions or warranties, statutory or otherwise, relating to the quality and description of the Goods, the Vendor warrants
that the Services:
14.2.1. Will be provided in a timely manner in compliance with this Agreement;
14.2.2. Will be performed with due care, skill and diligence by competent and qualified persons;
14.2.3. Will be fit for the purposes made known by IB to the Vendor (express or implied) or, if no purposes are made
known, for all the purposes for which Services of the type in question are commonly acquired or for which the Vendor
represents they are or will be fit.
14.3. Vendor shall guarantee the Goods for a period of twelve (12) months from installation or eighteen (18) months from
delivery, whichever shall be the shorter. If IB shall, within such guarantee period or within thirty (30) days thereafter, give
notice to the Vendor of any defect in any of the Goods that have arisen during the guarantee period under proper and
normal use, Vendor shall (without prejudice to any of IB’s other rights and remedies) remedy such defects (whether by
repair or replacement as IB shall elect in its sole discretion) at its sole cost(s) and expense(s). IB’s continued use of such
Goods after notifying Vendor of their defect or failure to conform will not be considered a waiver of Vendor’s guarantee.
14.4. Vendor warrants that it has obtained all licenses, authorizations and other formalities necessary for the manufacture
(and for International Sellers the export) of the Goods and/or provision of the Services.
14.5. Without limiting IB’s rights under this Agreement or otherwise, if Vendor breaches any of the warranties as provided
hereunder, IB may
14.5.1. in the case of Goods, reject all of the Goods or any of them and obtain from Vendor, at IB’s discretion, a refund of
the purchase price paid in respect of the rejected Goods or replacement Goods. In this case, ownership of any rejected
Good(s) shall remain with the Vendor and those Goods will continue to be at the Vendor’s sole risk(s) and expense(s); or
14.5.2. in the case of Goods, accept the Goods or any of them and obtain from the Vendor damages in compensation for
any reduction in value of the Goods below the purchase price paid or payable for the Goods; or
14.5.3. in the case of Services, require the Vendor to stop providing the Services and obtain replacement services from a
third party at the Vendor’s cost(s) and risk(s)

15. Intellectual Property Right

15.1. The Vendor warrants that the sale or use of the Goods and/or the supply of the Services will not infringe any patent,
design, trade mark, copyright or other intellectual property right of a third party or result in IB becoming liable for the
payment of any fees or royalties.
15.2. Any intellectual property created by the Vendor in the course of providing the Goods or the Services will be owned by
IB.
15.3. Clauses 15.1 and 15.2 do not apply in case of Private Label Goods manufactured by the Vendor
15.4. The Vendor will, at its own expense, indemnify, hold harmless and defend IB and its officers, agents, contractors and
employees for any loss, damage, expense, liability, claim or demand for actual or alleged infringement of any patent,
design, trade mark, copyright or other intellectual property right of a third party, arising from the purchase, use or sale of
the Goods, supply of the Services, or any other dealings arising under this Agreement.
15.5. All plans, specifications and other technical or engineering data relating to the Goods and/or Services (including its
copies or patterns made from these documents) supplied by or on behalf of IB, shall remain the exclusive property of IB
and the Vendor will only use them for the purpose of the PO and will return them to IB on demand.

16. Indemnity
16.1. Vendor shall at all times defend, indemnify, and hold harmless IB, its officers, employees, affiliates, agents from and
against all losses, costs, damages and expenses (including legal fees and costs), claims, suits, proceedings, demands and
liabilities of any kind or nature to the extent arising out of or resulting from acts or omissions of the Vendor or its
employees, officers, sub-contractors, agents, affiliates, in the performance of any work under this PO or the Contract. This
indemnity shall survive the expiration or termination of this PO.
16.2. Without prejudice to any other remedies available to IB, if the Vendor provides any Services or delivers any Goods to
IB at the Delivery Point or one of IB’s other premises, the Vendor will, at its own expense(s), indemnify, hold harmless and
defend IB and its officers, agents, contractors, and employees for any loss, liability or demand, or the payment of any sum
of money by reason of any damage to any property, that may occur in connection with the inspection or delivery of the
Goods and/or the provision of the Services.

17. Insurance
17.1. Vendor shall hold, and keep current until such time as IB has accepted the Goods or the Vendor has provided the
Services to the satisfaction of IB (as the case may be) public liability insurance, professional indemnity insurance of
adequate amounts of risk(s) coverage in relation to the Goods and/or Services. At IB’s request, the Vendor must provide
copies of certificates containing details of the required policies. under applicable law, IB shall not be liable under this PO
for any special, incidental, consequential, indirect or punitive damages including, without limitation, lost revenues even if
 IB has been advised of the possibility of such damages.

18. Limitation of Liability:

18.1. IB’s aggregate liability arising from or relating to this PO is limited to the amount paid by IB for the good(s) and/or
service(s). To the maximum extent permissible under applicable law, IB shall not be liable under this PO for any special,
incidental, consequential, indirect or punitive damages including, without limitation, lost revenues even if IB has been
advised of the possibility of such damages.

19. Audit
19.1. The Vendor agrees to maintain records, as per generally accepted accounting procedures, of all costs (both direct
and indirect) of whatever nature, involving the transactions in relation to the provisions of services under this Agreement.
The Vendor shall make all such records available to IB or its designated representative at all reasonable times until the
expiration of xx days after the date of final payment, for inspection, audit or reproduction for the purpose of verifying
services or quantities delivered, or the right of Vendor to any price adjustment or extra charge claimed under this PO.

20. Compliance with Laws:

20.1. The Vendor represents and warrants that it is in compliance with and all goods and/or services supplied hereunder
have been produced or provided in compliance with the applicable provisions of all federal, state, or local laws or
ordinances and all related lawful orders, rules and regulations.
20.2. Vendor shall comply with any provisions, representations, or agreements, or contractual clauses required to be
included or incorporated by reference or operation of law in any PO.
20.3. Each Party shall comply with all applicable laws and regulations, statutes, treaties, administrative orders and court
orders, including export laws and the anti-corruption laws, in their respective dealings with the Goods/Products and in
performing their respective obligations under this Agreement.
20.4. Vendor shall be required to obtain and pay for any license, permit, inspection or listing by any public body or
certification organization required in connection with the manufacture, performance, completion or delivery of any good
and/or service.

21. Confidentiality
21.1. All information which comes into the Vendor’s possession or knowledge in connection with this PO is to be treated as
strictly confidential. Vendor shall not disclose or communicate such information to any third party without prior written
approval of IB. Vendor shall comply with applicable IB Privacy Policy in the event that Vendor collects, receives, uses,
transfers or stores any personal data in the performance of this PO. These obligations shall survive the expiration or
termination of this PO.

22. Assignment and Subcontracting

22.1. The Vendor must not assign or subcontract any obligations under this PO or the Contract in part of full, unless agreed
upon in writing by IB. Any subcontract entered into by the Vendor without approval in writing by IB may result in
termination of this PO.

23. Disputes
23.1. The Parties agree that any dispute of whatever nature arising between IB and Vendor is to be notified in writing by
the disputing party to the other (Dispute Notice). On receipt of a Dispute Notice, each Party is to use its best endeavours
to resolve the dispute by discussion, meeting and/or other informal means.
23.2. If the dispute is not resolved by discussion, meeting and/or other informal means within 10 business days of the date
of the Dispute Notice, then such dispute or difference relating to or arising out of this Agreement shall be referred to the
arbitration, of a sole arbitrator. The arbitration shall be subject to the Arbitration and Conciliation Act, 1996 as may be
amended from time to time. The Delhi International Arbitration Centre will appoint the Sole Arbitrator and will conduct the
Arbitration in accordance with its rules for conduct of Arbitration proceedings then in force and applicable to the
proceeding. The seat and venue of arbitration shall be New Delhi. The proceedings shall be undertaken in English. The
arbitration award shall be final and binding on the parties.”

24. Governing Law

24.1. This Contract is governed by, and is to be construed in accordance with, the laws of India.

25. Relationship of the Parties

25.1. The relationship of the parties is one of independent contractor. Nothing in this Agreement is or will be taken as
constituting the relationship of employer/employee, partners or joint-venturers between the parties.

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