General Terms of Sale
1
1.1

GENERAL
Definitions

Seller / Voith: ELINWG India Private Limited (a member of the Voith
group) with registered office in India and includes its
successors and assigns.
Purchaser:shall mean the company, firm or persons for whom theEquipment is supplied/proposed to be supplied under
this Contract is performed and shall include executors,
administrators, successors, and permitted assigns.

Equipment:

shall mean such equipment forming part of the work to
be supplied by Voith.

1.2

Contract

The Contract consists of these documents:a.

the written special conditions (as agreed in Clause 1.4) (ifapplicable); andb.

these General Terms of Sale; andc.

the written quotation.

d.

the terms of credit (if applicable); ande.

the purchase orders.

1.3

Precedence

If there is any inconsistency between the provisions of the Contract, theorder of precedence shall be as ranked in Clause 1.2.
1.4

Special Conditionsa.

Any special conditions to the Contract must be in writing and mustbe signed by two authorized Seller employees. Signature also canbe made via electronic signature using electronic signature
programs such as AdobeSign and DocuSign.

b.

1.5

If during enforcement of the Contract, or production of the Contract
before any judicial or quasi-judicial authority, any additional or deficit
stamp duty is required to be paid, the same shall be payable by allparties to the Contract, in equal proportions.
No Additional Variations

No documentation, correspondence, verbal agreement, or conversation
shall form part of or modify the Contract. These General Terms of Saleshall prevail and supersede any other Purchaser’s terms and conditions.
Any differing or contrary terms and conditions otherwise provided byPurchaser, either directly or by reference are hereby rejected by Seller
and will not apply to any of the transactions set out in the Contract.
1.6

Partial Invalidity

The provisions of the Contract shall apply to any separable portion or
portions of the Equipment.
1.8Good Faith

All dealings between the parties shall take place in good faith.
1.9

Waiver

A failure to exercise, or any delay in exercising any right, power, or remedy
by a party does not operate as a waiver. A single or partial exercise of
any right, power, or remedy does not preclude any other right, power, orremedy. A waiver is not valid or binding on the party granting that waiver
unless it is made in writing.
1.10 Application to Future Purchases
These General Terms of Sale shall also apply to all future business
relations between the parties, even if they are not expressly agreed uponin advance. These General Terms of Sale shall apply exclusively; any
provisions to the contrary of or deviating from these General Terms ofSale are not accepted unless Seller has expressly agreed to them inwriting. These General Terms of Sale shall also apply if the deliveries of
the Equipment to the Purchaser are performed in the knowledge of any
such deviating or contravening conditions. They are also deemed
accepted by the Purchaser if the latter accepts deliveries of theEquipment from the Seller.
In the event these General Terms of Sale executed between parties isterminated, all operational purchase orders issued pursuant to these
General Terms of Sale will be deemed terminated. However, terminationof a specific purchase order will not result in the automatic termination ofthese General Terms of Sale or any other purchaser order issued underit.
2

OFFER AND ORDER

2.1

Acceptance and order

Seller’s written quotation remains valid for the period as stated in the offer
or, where no such period is stated for thirty (30) days from the date of thequotation.
2.2

Variation in quantity

The price offered is based upon the quantity stated in the quotation.
Should there be any variation in the quantity of equipment ordered, Voith
reserves the right to amend the price offered.
2.3

Order

The Purchaser shall place its order / purchaser order (PO) on the Seller
strictly in accordance with the final quotation issued by the Seller. Seller
shall not be required to accept any PO which is in any manner
contradictory to the final quotation of the Seller, or which is placed
subsequent to the expiry of the validity of the Seller quotation.

Each and every obligation under this Contract shall be treated as aseparate obligation and shall be severally enforceable as such and in theevent of any obligation or obligations being or becoming unenforceable
in whole or in part. In the event of one or more clauses of the Contract
being held by a court of law to be legally invalid the remainder of theContract shall remain in full force and effect.

2.4

Where a provision is prohibited or unenforceable, the parties will negotiate
in good faith to replace the invalid provision with a provision that is inaccordance with the applicable law, and which must be as close as
possible to the parties' original intent and appropriate consequential
amendments (if any) will be made to this Contract. In the event that Seller
is prevented from performing its obligations, i.e., from supplying theEquipment under this Contract due to a change in any applicable law,such an act and/or omission shall not be regarded as a breach of its
obligations.

2.5

Cancellation, Variation, or Suspensiona.

Unless expressly stated otherwise in these General Terms of Sale,a Contract may be cancelled, varied or suspended only by noticein writing and only if such notice is accepted in writing by the otherparty.

b.

In the event that the Purchaser cancels, varies or suspends theContract, the Purchaser shall compensate the Seller for costs as
required below:In the event of variation or suspension, the Purchaser shallcompensate Seller for any applicable direct costs, such as, but

1.7

Separable Portions

Voith General Terms of Sale India | Version 09/2023

AcceptanceSeller shall convey its acceptance of the PO within [10] days of receipt of
the PO. In the event that the PO is not accepted in writing by the Seller
within [10] days from its receipt, the PO shall be deemed to have been
rejected by the Seller.

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not limited to, minimum order quantities, long lead times of raw
material, storage, preservation (including anti-corrosion
measures) and transport costs, (excluding any claim for damages
or profits) arising from such variation or suspension which will beadvised by the Seller to the Purchaser after notification of thevariation or suspension.
In the event of cancellation, the Purchaser of customized
Equipments or parts shall compensate Voith for the cumulativecancellation costs incurred depending upon the milestonereached in the table below:

Elapsed contract lead time
0%-9%
10%-19%20%-29%30%-39%40%-49%50%-59%60%-69%70%-79%80%-89%90%-100%


c.

d.
3
3.1

Cancellation cost
(as % of contract value)
10%
18%
30%
48%
62%
72%
80%
88%
95%
100%

In the event of cancellation, the Purchaser of non-customised
Equipments or parts shall compensate Voith fair and reasonable
costs as quantified by the Seller for work-in-progress at the timeof termination.
The Seller shall submit its claim arising under this Clause 2.5 nolater than [30] days from the date on which such variation /suspension / cancellation is issued by the Seller, or, in case ofvariation / suspension / cancellation issued by the Purchaser, within[30] days of receipt of the notice from the Purchaser. If thePurchaser disagrees with the calculation of the claim hereunder by
the Seller, Purchaser shall raise its objections in writing no later than[30] days from receipt of the claim from the Seller. Purchaser shallprovide adequate reasoning for its objections. If reasoned
objections to the Seller claim is not received by the Seller within [30]days of issuance of its claim, the Seller’s claim will be deemed tohave been accepted by the Purchaser.

termination or expiration of the Contract. The Purchaser acknowledges
and agrees that:(a) any breach of this Clause 3.3 would likely cause irreparable harm toVoith that could not be fully remedied by monetary damages;(b) Seller will have the right, in addition to any other remedy, to seek

injunctive or equitable relief from a court of competent jurisdiction,
without proof of actual damage, as may be necessary to prevent
any breach or threatened breach of this Clause 3.3.
3.4

Unless otherwise agreed, the Purchaser shall, within seven (7) days fromthe date of the purchase order, provide to Seller sufficient information
which in the reasonable estimation of Seller, will enable work to proceed
immediately and without interruption.
3.5

3.6

3.7

3.3

4

PRICES AND PAYMENT

4.1

Unless otherwise agreed, the prices shall not be deemed to be fixedprices. For services ordered by the Purchaser, which are notcovered by the original order, there is a right to additional,
appropriate remuneration. Unless agreed separately, the prices
shall be ex works of the Seller and shall include loading at theworks, but not include insurance costs, packaging, unloading andall other auxiliary costs. Value-added tax shall be added to theprices at the respective statutory rate.

4.2

The Seller shall be entitled to adjust the contractually agreed priceif changes in the amount of at least 1.5 % have occurred withregard to (a) the wage costs by law, regulation, collective
agreement, company agreements or (b) other cost factors
necessary for the performance of the service such as procurement
costs of the materials used, i.e. due to changes in the national orworld market prices for raw materials, exchange rates since theconclusion of the contract. The adjustment shall be made to theextent that the actual production costs at the time of conclusion of
the contract change compared to those at the time of the actual
performance of the service. A price adjustment for the period inwhich the Seller is in default through his own fault is excluded.

4.3

Costs for travel, daily and overnight allowances are charged
separately. Travel times are considered working hours.

4.4

Costs incurred for registration or validation of a Contract including
but not limited to stamp duty payable at the time of execution of
the Contract, shall be payable by all parties to the Contract in equal
proportions.

4.5

Unless separately agreed, payments shall be made without

Certified Drawings

Confidential Information

All drawings, specifications and other written information, samples andthe like provided by Seller, shall be regarded as confidential and shall not
be disclosed by the Purchaser to a third party except with prior writtenconsent of Seller. Seller reserves ownership of and copyrights tosamples, cost estimates, drawings and the like, and to information
embodied in a tangible or intangible manner, including in electronic form.
This information shall be used only for contractual purposes and shall not
be edited, reproduced or made available to a third party without theconsent of Seller. Seller shall make documents designated as confidential
by the Purchaser available to a third party only with the consent of thePurchaser. The obligations set forth in this Clause 3.3 shall survive theVoith General Terms of Sale India | Version 09/2023

Responsibility of Approvals

In the absence of agreement to the contrary and subject to Clause 10(Patents and Design Rights), it shall be the Purchaser’s responsibility toobtain and provide any approvals, licenses or permits, as necessary for
performance of the Contract.

Not part of Contract

After acceptance of a valid purchase order, Seller shall provide, onrequest, such certified drawings as in Seller’s opinion are reasonable andnecessary for installation, commissioning and operation of theEquipment.

Incorrect Information

The Purchaser shall be responsible for, and bear the cost of, any
alteration to the Equipment arising from any discrepancy, error oromission in any drawings, specification or other information supplied orapproved by him.

Unless expressly incorporated in the quotation, all descriptive andshipping specifications, drawings, dimensions submitted with thequotation are approximate only. In any event descriptions, illustrations
and data contained in catalogues, price lists and other advertisement
matter are intended only to present a general idea of the work described
therein and none of these shall form part of the Contract.
3.2

Approval of Drawings

Drawings or other information requiring the Purchaser’s approval shall beapproved, amended or rejected and returned to Voith within fourteen (14)days of the date of receipt or such other period as may be agreed inwriting. Any delay beyond this period shall constitute grounds forextension of the Contract period under Clause 5.3 (Extension of Time).

Payment of Seller claims hereunder shall be required in accordancewith Clause 4.
SPECIFICATIONS AND DRAWINGS

Information to be provided

deduction to the Seller’s account, namely:a down-payment of one-third of the price when the order isplaced,

one third of the price payable when half the delivery period
expires,2|6

the remainder payable upon delivery or upon notification ofreadiness for shipment if delivery is not possible immediately after
completion for reasons for which the Seller is not responsible.

4.6

Unless otherwise specified in the acknowledgment of order,
payments shall be due net (without deduction) within 30 days of theinvoice date.

4.7

The Purchaser shall be entitled to offset his counterclaims only ifthey have been ruled on finally or have been acknowledged by the
Seller.

4.8

Should the Purchaser delay in respect of any payment due to Seller,
then Seller shall have the right, in addition to all other rights to which
Seller is entitled at contract or law, to charge interest on the overdue
amount at the rate of twelve (12) % per annum calculated from thedate of invoice to the actual date of full and final payment. Any
payment by the Purchaser shall be credited first against any interest
so accrued and the balance of payment, if any, shall be applied in
reduction of the outstanding balance of the Contract price. In theevent of delay in any payment due to Seller, Seller may defer
manufacture or delivery or cancel any outstanding balance of theContract. If any payment delay remains uncured to the Seller’ssatisfaction for more than [10] days, the Seller may, at its discretion,either suspend, till such time that the payment delay is cured to theSeller’s satisfaction, or terminate, by giving written notice thereof to
the Purchaser, the Contract or the particular purchaser order underwhich the default has occurred.

5
5.1

5.5

The delivery period shall be as agreed by the parties. If noagreement is made in the Contract, the Equipment is supplied FCA
Chakan/Pune, India as defined in the INCOTERMS 2020.
Notwithstanding anything contained in the PO, the delivery period
shall commence only upon [the Seller confirming in writing that] thePurchaser has completed all such obligations as are required to becompleted prior to commencement of the delivery period, Theseobligations include, without limitation, the Purchaser providing , allcommercial and technical information and clarification as requiredby the Seller in relation to the Equipment, Purchaser having
furnished copies of all necessary official certificates or approvals ,Purchaser having made the necessary down-payment. This shallnot apply if the Seller is responsible for the delay.
The delivery period shall be deemed to have been observed if theEquipment is ready for loading or the services are indicated readyfor acceptance by the Seller by the time the delivery period expires.

5.3

If shipment or acceptance of the Equipment is delayed for reasons
for which the Seller is not responsible, the Seller shall be authorised
to demand from the Purchaser compensation for all costs,
expenses and losses he has incurred in this regard, including,
without limitation, any expenses incurred by the Seller in storing,
maintaining, delivering or disposing (including by way of sale to third
parties) the Equipment. All risk in the Equipment so stored by the
Seller shall pass to the Purchaser upon issuance of notice ofreadiness for shipment being issued by the Seller to the Purchaser.
Without prejudice to any other rights or entitlements of the Seller
pursuant to this Contract or under law or equity, the Seller mayotherwise dispose of the Equipment if the Purchaser fails to takedelivery of the Equipment within such period of time after issuanceof the notice of readiness as the Seller may reasonably specify. The
Seller shall apply the proceeds, if any, of the disposal of theEquipment towards the Purchaser’s liability under this Clause 5.3.
However, the Purchaser shall continue to remain liable for any
shortfall in the amounts recovered by the Seller pursuant to disposalof Equipment to third parties under this Clause 5.3.
If a failure to observe the delivery period is due to any event that isbeyond the control of the Seller, such as (but not limited to) natural
disasters, epidemics, pandemics, war, armed conflicts, civil war,
revolution, terrorism, sabotage, nuclear/reactor accidents,
embargo/sanctions or similar restrictions, labour disputes, shortageof raw materials, materials, components and means of transport(each an event of “force majeure”), the Seller shall be discharged
from his performance obligations for the duration of the event andVoith General Terms of Sale India | Version 09/2023

If the Seller is in delay due to its default and the Purchaser incurs
losses as a result, the latter shall be authorised to demandliquidated damages for the losses due to such delay. This shall be
0.5% of the value of that part of the overall delivery that cannot be
used on time or in accordance with the Contract as a result of thedelay, for each full week of the delay but subject to a maximum total
amount of 5% of said value.
If the Seller is in delay and the Purchaser grants him a reasonable
period of time to perform his obligation and if this period of time is
not observed for reasons for which the Seller is responsible, thePurchaser shall be authorised to terminate the Contract upon giving
prior written advance reasonable notice of not less than [30] days.

DELIVERY, DELAY IN DELIVERY, FORCE MAJEURE

5.2

5.4

the delivery period shall be extended appropriately. Effects and/or
restrictions arising from or in connection with an event of force
majeure (e.g. travel restrictions, border closures, transport
restrictions or delays, plant closures, shortage of raw materials,
materials, components and transport resources, embargo
restrictions, etc.) which make it impossible or unreasonably difficult
to comply with the delivery or performance time, shall be deemed
to be an force majeure event within the meaning of Clause 5.4. The
Seller shall inform the Purchaser of when such circumstances startand end within a reasonable time after becoming aware of them. If
the event lasts for more than 6 months, the Seller shall also berecognized to terminate the Contract. The Seller shall not be liable
for any loss, cost or expense incurred by the Purchaser due to delay
in delivery of Equipment due to force majeure.

Parties agree that the liquidated damages set out in this Clause 5.5
are (i) a genuine pre-estimate of the loss that the Purchaser may
incur due a delay in supply of Equipment due to the Seller’s default
and (ii) represent the Purchaser’s sole and exclusive remedies
towards the Seller in the event of late delivery attributable to theSeller. In particular, Seller is not liable for loss of profit, loss of
production, facility downtime, loss of interest, loss of reputation,
penalty or liquidated damages claims of third parties orconsequential damages.
6

TRANSFER OF RISK, ACCEPTANCE, PACKAGING

6.1

Unless otherwise agreed individually, risk shall pass to thePurchaser upon the start of loading of the Equipment at the Seller’s
works, even if partial deliveries are made or the Seller has assumed
other services, such as shipping cost or delivery and installation.
Subject to any different agreements, the obligation to load, stow
and secure the Equipment safely during transport and unload it, isthe responsibility of the Purchaser and his freight forwarding agent,
freight carrier or agent making the collection; he shall also have an
obligation to provide and make available at his own expense
appropriate securing devices.

6.2

If acceptance has been agreed, this must be conducted
immediately at the agreed time, or if there is no specific agreed time
specified in the PO or the special conditions, acceptance shall bedeemed to have occurred immediately upon the Seller having given
notification to the Purchaser that the Equipment is ready for
acceptance. All acceptance shall be in accordance with parametersagreed in the special conditions or PO and the Purchaser cannot
refuse acceptance due to an insignificant defect, provided the Selleracknowledges his obligation to remedy such insignificant defect. If
the Purchaser does not convey its acceptance or rejection of an
Equipment within the agreed timeline, the Equipment shall bedeemed to have been accepted by the Purchaser on the last dateof such agreed timeline. A rejection shall be valid only if conveyed
to the Seller in a written document, setting out the specific nonconformities with specifications agreed in the Contract.

6.3

Any performance figures given by Seller are based on Seller’s
experience and are such as Seller expects to obtain on test. Seller
shall be under no liability for damages for failure to attain such
figures unless Seller has specifically guaranteed them in writing,subject to recognised tolerances applicable to such figures.
Where Seller has agreed to performance figures, but fails to achieve
such figures, Seller shall make good such failure as provided for in

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Clause 8 hereof and Seller’s liability shall be subject to Clause 9
hereof.
6.4

When inspection and tests are performed, they will be inaccordance with Seller’s standard practice and will be carried out
at the place of manufacture or at some other place at Seller’s
option. The costs of these tests and any other tests specified in theoffer are to be borne by Seller. Any further test or witnessed test
required by the Purchaser will be carried out at the Purchaser’s
expense subject to Seller consent(s) to perform these further tests.
After seven (7) days from date of notification that Seller is ready tocarry out any witnessed tests required, such tests may proceed in
the absence of the Purchaser or his representative and shall bedeemed to have been made in his presence.
Seller shall not be responsible for expenses incurred by the
Purchaser in respect of his presence or that of his representative at
witnessed tests.
If on any such tests or inspection, Equipment shall be founddefective due to faulty design, material or workmanship or found
not to be in accordance with the Contract, Seller shall make goodsuch defect or failure as provided for in Cause 8 hereof.

6.5

If shipment or acceptance is delayed or not performed due tocircumstances not attributable to the Seller, the risk of accidental
loss or accidental deterioration of the Equipment shall pass to thePurchaser from the day on which notice is given of its readiness forshipment or acceptance. The Seller undertakes to take out
insurance requested by the Purchaser, such as transport
insurance, at the expense of the Purchaser.

6.6

Partial deliveries shall be permitted as long as this is agreed uponin advance in writing with the Seller.

6.7

Transport and other packaging shall be taken back at the cost andexpense of the Purchaser. The place of return of packaging is the
Seller's factory gate.

7

8.1

such Equipment has been properly handled, stored, used,
operated and maintained in accordance with instructions issued bySeller; and,b.

such defects are not caused by incorrect use of operating material
or lubricants, faulty civil or mechanical work, unsuitable soil
conditions and all other chemical, electro- chemical and/or
electrical influences which have not been provided for in theContract; and,c.

Seller is notified in writing within seven (7) days of the alleged defectfirst coming to the Purchaser’s notice; and,d.

the Purchaser has fulfilled his obligations under this Contract; ande.

the Purchaser has proved that the defect was already present at
the time of transfer of risk.

8.3

Repair or Replacement

Where in accordance with Clause 8.2, the Purchaser has notified Sellerof an alleged defect, he shall if Voith so requires, promptly and at his own
expense return the defective part(s) to the factory (as specified by Seller)
free-of-charge for repair. The removal of the defective part and theinstallation of any repaired or replacement part shall be performed by the
Purchaser at its own expense. If the Seller has obligations to install theEquipment under the Contract, Voith will bear the reasonable costs of
installing the replacement for the defective Equipment. Where any
defective part(s) has been replaced, such replaced defective part(s) shallbecome the property of Seller and Purchaser has to return the defective
part(s) at its cost and expense to the Seller at the request of the Seller.
8.4

Limitation of Liability for Defectsa.

Seller shall not be liable for goods of a consumable nature, or where
any unauthorised repair or alteration to the Equipment has been
performed by the Purchaser, for faulty construction work,
unsuitable subsoil, failure to back up or inadequate backing up ofdata by the Purchaser; failure to check or inadequate checking of
programs and data for computer viruses (as defined in Clause 10.3)
by the Purchaser, unusual effects of any kind (e.g. vibrations fromother assemblies, ingress of foreign matter), chemical,
electrochemical or electrical influences.

b.

For non-Seller products, warranty conditions of the manufacturerof the non-Seller Equipment will apply and prevail.

c.

Except as otherwise specifically provided in this Contract, Seller
makes no other representations or warranties of any kind, whether
express, implied, statutory, at law, in equity or otherwise including,but not limited to, the implied warranties of merchantability or
fitness for a particular purpose and Seller disclaims all liability in thisregard, to the maximum extent permitted by applicable law. The
parties hereby agree that Seller’s liability for any latent defects shallbe limited to the Defect Liability Period as set out in this Clause 8
and any such liability will be limited to the repair or replacement of
the impugned Equipment (i.e., specifically those Equipment thathas been proven to suffer from a latent defect) as per Clause 8.3
and this shall be the sole and exclusive remedy available to thePurchaser under this Contract or otherwise.

8.5

Export control

RESERVATION OF TITLE
Notwithstanding that the Equipment may in whole or in part be at therisk of the Purchaser, the property in the Equipment shall be deemed
to remain with Seller until all payments due to Seller have been paidby the Purchaser. Prior to this the Purchaser shall hold the Equipment
as a fiduciary and bailee for Seller and the Equipment may not be
resold, pledged or given in security. Seller may enter upon thePurchaser’s premises or elsewhere at any reasonable time to takepossession of and remove any Equipment supplied under theContract for which payment has not been received. If delivery is
required pursuant to such INCOTERMS 2020 as specified in thepurchase order that require the title of the Equipment to be passed
on to the Purchaser prior to the payment of all the payments due toSeller, Seller shall continue to have an unpaid sellers lien over such
Equipment till the time all such monies due to Seller have been paidin full by the Purchaser.

8a.

LIABILITY FOR DEFECTS
Material defects

Unless otherwise stated in the Contract, the defects liability period(including any liability on account of any latent defects) (“Defect Liability
Period”) terminates on the earlier of:a.

twelve (12) months after the risk has been transferred to thePurchaser; orb.

fifteen (15) months from date of notification of readiness for Delivery
ex works or if Delivery is delayed by circumstances beyond Seller’s
reasonable control, notification of readiness has been advised.

8.2

Purchaser Obligations

Seller shall, at its own discretion, make good by repair or by replacement
within a reasonable time after notification by the Purchaser within the
Defects Liability Period, defects caused by Seller’s failure to comply with
the Contract, or which appear in the Equipment, arising from faulty
design, material or workmanship provided always that:

Voith General Terms of Sale India | Version 09/2023

If the Purchaser intends to export or transfer the Equipment or any part
thereof to a country or territory against which the Republic of India, United
Kingdom, United Nations, the European Union or the United States ofAmerica has imposed or implemented an embargo or any other export
or re-export restrictions or intends to use the Equipment in such country
or territory, the Purchaser shall notify the Seller of the same in writing
before the Contract is entered into. If the Purchaser adopts such an
intention after the Contract is entered into, such export, transfer or use
shall be subject to the Seller's prior written approval. Notwithstanding
anything to the foregoing, the Purchaser represents and warrants that it
will comply (i) with all Indian, UK, EU, US and UN export control
regulations including embargoes and other sanctions and (ii) with all otherforeign export control regulations including embargos and othersanctions provided that India, UK, the EU, USA or the UN have enacted
similar regulations, embargos or other sanctions targeting the same
countries. If the Equipment is resold by the Purchaser, the latter shall4|6

enter into agreements to ensure that the obligations set forth in this clause
are transferred through to the entire delivery chain and to the final
customer ultimately holding the Equipment. In the event of a violation of
the obligations set forth in this clause 8.5, the Seller shall be entitled toterminate the Contract with immediate effect.
9
9.1

9.2

9.3

9.4

LIMITATION OF LIABILITY
Notwithstanding anything to the contrary in the Contract orotherwise, express or implied, in no case whatsoever andregardless of legal grounds, shall Seller be liable to the Purchaser
for any special, incidental, or punitive damages, loss of business,business interruption, loss of interest, costs involved in downtime,loss of profit, standstill, loss of production, loss of use, liquidated
damages (except for delay by Seller as specified in Clause 5.5
above), third party claims for contractual losses (except as specified
below in Clause 9.3 of this Limitation of Liability Clause), and other,
direct or indirect or consequential losses and damages including
damages to other machine parts, irrespective of whether suchdamages arise in contract, at law, tort (including without limitation
negligence), strict liability, indemnification or otherwise before orafter acceptance of the Equipment and whether or not suchdamages are foreseeable. This exclusion does not apply as far as
it is contrary to compulsory law.
In addition to the above exclusion of liability, if Seller is held liablefor damages/costs (including liquidated damages) or any otherliability by application of compulsory law, Seller‘s total liability
towards the Purchaser, irrespective of legal grounds, shall not
exceed 100% of the net product price of the Equipment giving riseto the liability, but in no case more than 30% of the net Contract
price. This limitation of liability does not, however, apply as far as it
is contrary to compulsory law.
The limitation of liability mentioned in Clauses 9.1 and 9.2 of thisLimitation of Liability Clause above does not apply in the event of
third party claims based on tort or mandatory product liability law,
as far as Seller is liable towards the third party according tocompulsory law. Seller‘s liability towards the Purchaser based onsuch third party claims is limited to 1 million EUR per damaging
event, up to a maximum amount of 2 million EUR per calendar year.
This limitation of liability does not apply, however, as far as it iscontrary to compulsory law.
Notwithstanding anything to the contrary stated above in thisLimitation of Liability Clause or in the Contract, to the maximum
extent allowed under applicable law, the Purchaser agrees toindemnify and hold harmless Seller, its subsidiaries and affiliates
including their respective directors, officers and employees andSellers’ Sellers from and against any claim, liabilities, demands,
suits, expenses, injuries and damages which arise out of or, in
direct and indirect connection with, or resulting from: (i) ionizing raysof high energy (e.g. emitting alpha, beta and gamma rays ofradioactive substances as well as neutrons or rays generated inelectronuclear accelerators) or (ii) with laser and maser rays or (iii)
use of the Equipment by the Purchaser; or (iv) any claim from thecentral, state or local Indian government, regarding fee or penalty
imposed by such authority as a result of use of the Equipment
supplied by Seller to the Purchaser, regardless of whether theliability arises on or off a nuclear power plant, or whether caused by
the contributory or sole and exclusive negligence of Seller and/or
Sellers’ Sellers or under any doctrine of strict liability andirrespective of the legal basis.

10 INFRINGEMENTS, PATENTS AND DESIGN RIGHTS
10.1 In the event of any claim or claims in respect of any infringement ofa registered design, trademark or copyright or patents, thespecification of which is published prior to the date of the offer
relating to any part of the Equipment supplied by Seller (other thana part based on a design specified by the Purchaser) Seller will at
its expense either replace or modify such part with a non-infringing
part or procure for the Purchaser the right to use such partprovided. Seller must first be given full opportunity to conduct allnegotiations in respect of such claim and such claim shall not be
accepted by the Purchaser without prior written consent of Seller.
In no event shall Seller incur any liability for losses arising from theVoith General Terms of Sale India | Version 09/2023

use or non-use of any infringing part. If it is not economically feasibleor possible to negotiate such a claim within a reasonable period oftime, Seller shall, at its discretion, be able to terminate the Contract.
The Purchaser warrants that any design or instructions furnished or
given by him shall not be such as to cause Seller to infringe any
patents, registered design, trademark or copyright in the executionof the Contract.
The Seller’s obligations specified in this Clause 10.1 shall be final in
relation to the infringement of proprietary rights or copyrights.
10.2 Seller shall not assign any intellectual property rights to thePurchaser with the sale of the Equipment. The patent and design
rights held by Seller and relating to Equipment offered or suppliedby Seller shall remain the absolute property of Seller and Seller
designs and drawings shall not be reproduced or disclosed without
Voith’s written consent. The Purchaser will not, without Seller’s
previous written consent, copy or allow others to copy any
drawings, Equipment or part thereof supplied by Seller. The
obligations set forth in this Clause 10.2 shall survive the termination
or expiration of the Contract. The Purchaser acknowledges andagrees that:a.

any breach of this Clause 10.2 would likely cause irreparable
harm to Seller that could not be fully remedied by monetarydamages;b.

Seller will have the right, in addition to any other remedy, toseek injunctive or equitable relief from a court of competentjurisdiction, without proof of actual damage, as may benecessary to prevent any breach of this Clause 10.2.

11 USE OF SOFTWARE
11.1 If any software is supplied as part of the Equipment, the Purchaser
shall be granted a non-exclusive right to use it and its
documentation only for use on the intended object supplied. The
software shall not be used on more than one system.
11.2 The Purchaser shall reproduce, revise, compile or translate thesoftware or convert it from object code to source code only to theextent permitted by law and to the extent necessary for the
performance of the Equipment.
11.3 The Purchaser undertakes not to remove manufacturer's data (inparticular copyright notices) or to change them without Voith’s priorwritten consent. All other rights to the software and documentation,
including copies thereof, shall remain with Seller or the software
Seller. Sublicensing of it shall not be permitted.
11.4 Before providing the software to the Purchaser, Seller shall use
state-of-the-art, up-to-date protection measures to check it forcomputer viruses, Trojan horses, virus hoaxes and similar
programs, program parts and malicious functions that may result inloss or falsification of data or programs or impairment of systems
or parts of them (hereinafter referred to as “computer malware”).
Nevertheless, it is not possible to rule out the risk that the software
contains unknown or mutated computer malware or that suchmalware may enter an (operating or control) system of thePurchaser at a later time and possibly change or delete program
data of the software or other data or programs or impair systems.
11.5 Consequently, the Purchaser himself shall likewise take measures
to protect against computer malware and other destructive data.
The Purchaser shall be obliged to test whether the supplied
software or files are infected with computer malware before
executing the software or opening the files. This shall also apply tosoftware the Purchaser wishes to use as part of his (operating orcontrol) systems, where the functionality of his software may beaffected thereby.
11.6 The Purchaser shall be obliged to back up data himself on a regularbasis in order to prevent loss of it as a result of computer malware.
If data is lost or manipulated, Seller shall be liable only for the cost
involved in restoring the correct data if the Purchaser has backed it
up properly.
12 RETURNED EQUIPMENT

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Returned Equipment will not be accepted by Seller and credited to thePurchaser unless Seller agrees thereto in writing prior to such re- delivery
and unless such re- delivery takes place prior to the expiration of fourteen(14) days from the date upon which the Equipment left Seller’s place ofbusiness. All transport charges in connection with any re-delivery will be
prepaid by the Purchaser and Equipment shall remain at the risk of thePurchaser until returned to Seller’s store. Any credit given will be basedon the condition of the Equipment on arrival at Voith’s store. All returned
Equipment, if accepted by Seller, will be credited less a fifteen (15) %restocking fee.
13 PRIVACY
Seller agrees to adhere to the privacy rules under the Information
Technology Act, 2000 as amended from time to time and the Information
Technology (Reasonable Security Practices and Procedures andSensitive Personal Data or Information) Rules 2011 (“2011 Rules”). If thePurchaser is providing any Sensitive Personal Data and Information(SPDI) as defined under the 2011 Rules, The Purchaser agrees to informVoith of the same, thereby enabling Voith to comply with the requirements
specified under the 2011 Rules.
14 ASSIGNEMENT
Purchaser’s obligations or rights under the Contract cannot be assigned,
novated or transferred without Seller’s prior explicit written approval.
Seller shall be entitled to assign all rights and obligations under theContract to any company within the Voith Group without priorauthorization.
15 BANKRUPTCY, LIQUIDATION
If the Purchaser,I.

being a person, dies or commits an act of bankruptcy,

II.

being a company, takes or shall have taken against it any action
for the winding up of the company or the placing of the company
under official management, administration or receivership otherthan for purposes of reconstruction,

Registrar of the DIAC. The language of the arbitration shall be
English, and the seat of arbitration shall be New Delhi.
17.3 With reference to disputes and claims arising out of the Contract,
the value of which is ascertained to be above INR 5,00,00,000/-,
not including interest (if any), parties expressly agree that these shallbe referred to DIAC and the rules of DIAC shall apply, read alongwith the provisions of the Arbitration Act, 1996. The arbitral tribunal
shall consist of three arbitrators. The Registrar of DIAC shall appoint
the first two arbitrators, and both arbitrators together shall appoint
the third arbitrator. The language of the arbitration shall be English,
and the seat of arbitration shall be New Delhi.
17.4 Each party shall bear its own internal expenses with respect to such
arbitration. The cost of arbitration court proceedings shall be bornein such manner as may be specified in the award of the arbitrators.
17.5 Performance of the Contract shall continue during Arbitration
proceedings unless the suspension is ordered by the Purchaser. If
any such suspension is ordered, all reasonable costs incurred by
the Seller as on date of such suspension occasioned thereby shallbe added to the Contract price. No payments due or payable by
the Purchaser shall be withheld on account of pending reference toarbitration.
17.6 Further, notwithstanding any dispute between the parties, the Seller
as well as the Purchaser, and their assignees, representatives, pastof present employees, directors or anyone action for and on behalfof them, are bound by confidentiality and non-disparagement
obligations towards parties to this Contract, and any breach of suchobligations shall be considered a material breach of the terms ofthis Contract.

then Seller, at its option, and without prejudice to any other rights Seller
may have under the Contract or at law;a.

may by notice in writing to the Purchaser forthwith terminate theContract or suspend manufacture or delivery of any Equipment
then outstanding; andb.

retain any security given or monies paid by the Purchaser and apply
this against the assessed loss and damages incurred by Seller inthe performance of the Contract.

16 SERVICE OF NOTICES, WRITTEN FORM
16.1 For the purpose of service of any document or notice in connection
with the Contract it shall be sufficient for either party to forward such
document or notice by ordinary mail if within India or air mail beyond
India, with appropriate postage prepaid, or by facsimile, email,telegram or cable to the last known address of the other party.
16.2 Declarations serving to establish, safeguard or exercise rights shallnot be valid unless given in writing. Written form shall also include
declarations sent in textform by data transfer (e.g. e-mail),electronic signature via signature programs such as DocuSign,
Adobe Sign or fax, unless the written form is mandatory according
to applicable law.
17 APPLICABLE LAW, JURISDICTION AND ARBITRATION
17.1 For all legal relationships between Seller and the Purchaser, thelaws of India shall apply and courts in New Delhi, India shall haveexclusive jurisdiction.
17.2 Any dispute or claim, value of which is below INR 5,00,00,000/arising out of or in connection with this Contract, including anyquestion regarding its existence, validity or termination, shall bereferred to Delhi International Arbitration Centre (“DIAC”) and therules of DIAC shall apply, read along with the provisions of the
Arbitration and Conciliation Act, 1996 (“Arbitration Act, 1996").
Arbitral tribunal shall consist of a ‘Sole Arbitrator’, appointed by theVoith General Terms of Sale India | Version 09/2023

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