KARL MAYER India Private LimitedStandard Terms andConditions of Sale
Valid from 24th September 2020

1.
1.1.

1.2.
1.3.
2.
2.1.

INTERPRETATIONIn these conditions:(a)	“Acceptance Protocol Sheet” means the standard acceptance sheet issued by the Seller to be countersigned by the Buyercon­firming acceptance of and satisfaction with the Goods after Seller’s technician has checked and signed that the Goods areproperly installed and are in good working condition.
(b) “the Buyer” means any persons, firms or corporations placing orders with the Seller for goods to be supplied by the Seller.
(c)	“Conditions” means the standard terms and conditions of sale set out in this document and incorporated by reference into theOrder Confirmation to which these Conditions are annexed and (unless the context otherwise requires) includes any special terms
and conditions agreed in writing between the Buyer and the Seller.
(d) “Contract” means the contract for the sale and purchase of the Goods as entered by the Seller into the Order Confirmation.
(e) “Delivery Address” means the address of the Buyer (if any) stated on the face of the Order or confirmed in writing by the Buyer.
(f)	“The Goods” means the subject matter of any order placed by the Buyer with the Seller in accordance with these conditions andincludes without limitation the goods which are the subject of the Order Confirmation.
(g)	“Order” means any order placed by the Buyer with the Seller for the supply of the Goods and confirmed by the Seller in an Order
Confirmation.
(h)	“Order Confirmation” means the sales order confirmation made by the Seller for the supply of the Goods ordered by the Buyer andsubstituting and replacing in all respects any offer made by the Seller and as set out in the document to which these Conditions
are annexed.
(i) “The Ordinance” means The Indian Contract Act, 1872, the Sale of Goods Act, 1930 or any other applicable legislation.
(j) “Price” means the price of the Goods.
(k) “the Seller” means KARL MAYER India Private Limited.
(l) “Specification” means the Buyer’s technical description (if any) of the Goods contained or referred to in the Order.
(m) “Vessel” includes ships, aircraft, trains and trucks.
(n) “Writing” includes facsimile transmission.
Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended,
reenacted or extended at the relevant time.
The headings in these Conditions are for convenience only and shall not affect their interpretation.
BASIS OF SALEThe Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is acceptedby the Buyer or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shallgovern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported
to be accepted, or any such order is made or purported to be made, by the Buyer.

2.2.

2.3.
2.4.

2.5.
2.6.

3.
3.1.

3.2.

3.3.
3.4.

3.5.

3.6.

4.
4.1.

4.2.

4.3.

4.4.

4.5.

5.
5.1.
5.2.

Unless otherwise agreed in writing by the Seller, these conditions shall override any terms or conditions stipulated, incorporated, orreferred to by the Buyer whether in the Order or in any antecedent negotiations warranties, and any such conditions whether directly
between the Buyer and the Seller or through their respective representatives or otherwise, are excluded and hereby negated.
No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer andthe Seller.
The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the
Seller in Writing. In entering into the Contract, the Buyer acknowledges that it does not rely on, and waives any claim for breach of,any such representations which are not so confirmed.
The use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, andaccordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or otherdocument or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
ORDERS AND SPECIFICATIONSNo order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller andno contract shall be concluded until the Seller shall have notified the Buyer of the acceptance by the Seller of an order received fromthe Buyer.
The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification)
submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable theSeller to perform the Contract in accordance with its terms.
The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if acceptedby the Buyer) or the Buyer’s order (if accepted by the Seller).
If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification
submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or
incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any
patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from theSeller’s use of the Buyer’s specification.
The Seller reserves the right to make any changes in the specification of the Goods which are required to confirm with any applicablesafety or other statutory requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materiallyaffect their quality or performance.
No order which has been accepted by the Seller may be cancelled by the Buyer except with the agreement in Writing of the Seller andon terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labourand materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
PRICE OF THE GOODS
The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), theprice listed in the Seller’s published price list current at the date of the Order Confirmation. Where the Goods are supplied for export
from India, the Seller’s published export price list shall apply. All prices quoted are valid for 30 days only after which time they may if
not already accepted by the Buyer be altered by the Seller without giving notice to the Buyer.
The Seller reserves the express right, by giving notice to the Buyer at any time before delivery, to increase the Price of the Goods toreflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation,
any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials, special
tooling or other costs of manufacture, operation, transport and miscellaneous charges), any change in delivery dates, quantities or
specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of theBuyer to give the Seller adequate information or instructions.
Any quotation by the Seller shall remain open for a maximum period of 30 days and the Seller reserves the express right of withdrawal
before the expiry of such 30 days period of any quotation which at the date of exercise of such right of withdrawal shall not have been
the subject of any order by the Buyer communicated to and received by the Seller.
Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing
between the Buyer and the Seller, all Prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver theGoods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging andinsurance. The Price shall not include any costs of transportation and/or insurance, tax, notarisation or consular legalisation or otherfees, surcharges, levies or duties whatsoever which shall be for the account of the Buyer. Such price quotations shall where necessary,at the sole discretion of the Seller, include the costs of export packing by the Seller.
The Price is exclusive of any applicable Goods and Service Tax (GST) and other applicable taxes and duties, which the Buyer shall be
additionally liable to pay to the Seller.
TERMS OF PAYMENTUnless otherwise expressly agreed to in writing by the Seller, the terms of payment for the Goods shall be by irrevocable, confirmed
letter of credit.
The invoice shall be paid no later than 30 days after receipt of the invoice. The Seller reserves the right to charge to the Buyer interest() at the rate of 3% per month on any outstanding overdue payment and also on any storage and other charges incurred until full
payment shall have been made (a part of a month being treated as a full month for the purpose of calculating interest).

5.3.

If the Buyer for whatever reason fails to pay the Price, or any portion thereof on the due date therefor, the Seller may, in its discretion,either insist upon the performance of the present contract, or repudiate the same and all other executory contracts with the Buyer,
without granting a period of grace to the Buyer.
5.3.1. The Seller shall be entitled further to:		 5.3.1.1. suspend any further deliveries to the Buyer;
		 5.3.1.2. appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract
between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer).
5.3.2. If the Seller keeps the contract alive, it shall not be bound to perform its part of the contractual obligations until the Buyer
performs its obligations. In whichever case, the Seller’s right to any claim and/or damages shall not be affected.
5.4. In the event that the Buyer shall fail to take delivery of the Goods and fails to pay for them, the Seller shall be at liberty at any time tosell or otherwise dispose off the Goods and the Buyer shall be responsible for and indemnify the Seller against any difference
between the contract price and the proceeds of sale and disposal and for all charges incurred, interest charged, additions to or
increases of the contract price and also for all damages, and consequential losses arising from such breach by the Buyer.
5.5. Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for
the Price on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer fails to takedelivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the Price at any time after the Seller has
notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
5.6. The time of payment of the Price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.7. The purchase price shall be deemed to be fully paid only if the respective remittance arrives at the place of the Seller’s domicile or atanother place (if any) designated by the Contract or otherwise designated in writing by the Seller to the Buyer.
5.8. The Buyer shall neither have the right to withhold any portion or whole of the Price for any counter-claims whatsoever, nor to set off
any claims lodged with the Seller.
5.9 If payment is by means of a letter of credit, the terms and conditions of such a letter of credit must not differ from the terms andconditions of the Contract.
5.10. The Seller shall not be bound to dispatch the Goods if the letter of credit is not opened within the term fixed in the Contract, or incompliance with sub-clause (5.7.) hereof.
6.	DELIVERY
6.1. Delivery of the Goods shall be made by the Seller over the side of the carrying vessel of shipment or, if some other place for delivery isagreed by the Seller, by the Seller delivering the Goods to that place.
6.2. A delivery period begins from the moment that all the documentation is received from the Buyer, such as specifications, drawings andall the details necessary for producing the item (clarification of the order). Postponement of the deadline for clarifying the order(making available specifications) shall extend all subsequent deadlines accordingly. Claims for compensation by the Buyer as a resultof failure to fulfill, or late fulfillment of Seller’s obligations shall not be permissible.
6.3 Any dates quoted for delivery of the Goods are approximate estimation only and the Seller shall not be liable for, or for any consequences of, and delay in delivery of the Goods howsoever caused. Time for delivery shall not be of the essence unless previously
agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.4. Where the Goods are to be delivered in installments, each delivery shall constitute a separate contract and failure by the Seller todeliver any one or more of the installments in accordance with these Conditions or any claim by the Buyer in respect of any one ormore installments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.5. If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery(otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without
prejudice to any other right or remedy available to the Seller, the Seller may:6.5.1. store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage;
6.5.2. sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the
Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract.
7.
7.1.

7.2.

7.3.

RISK, PROPERTY AND PASSING OF TITLE
Risk of damage to or loss of the Goods shall pass to the Buyer:
7.1.1. in the case of Goods to be delivered are stored at the Seller’s premises, at the time when the Seller notifies the Buyer that theGoods are available for collection; or7.1.2. in the case of Goods to be delivered at a location other than at the Seller’s premises, at the time when the Goods are placed by
the Seller into the custody of the carrier at the air or sea port of shipment who shall be deemed agent of the Buyer.
Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the legal and equitable title
to and the property in the Goods shall expressly not pass to the Buyer until the Seller has received in cash or cleared funds payment
in full of the Price of the Goods and all other Goods agreed to be sold by the Seller to the Buyer for which payment is then due and of
any interest and additional costs.
Until such time as the legal and equitable title to and the property in the Goods passes to the Buyer:
7.3.1. the Buyer shall not incorporate the Goods into its assets;
7.3.2. the Buyer shall possess the Goods on a fiduciary basis only with the right to sell the same for the account of the Seller and witha fiduciary duty to account to the Seller for the proceeds of such sale to the full extent of monies then owed by the Buyer to theSeller;

7.4.

7.5.

7.6.

7.7.

8.
8.1.

8.2.

9.
9.1.

9.2.
9.3.

9.4.

9.5.

9.6.

7.3.3. the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of theBuyer and third parties and properly stored, protected and insured;
7.3.4. Any modification or reworking of the Goods or combining them with other products, shall be deemed as being performed onbehalf of the Seller. The Buyer agrees to transfer the rights and title of the new product to the Seller. The Buyer remains inpossession of the new product on lease.
7.3.5. Until all the claims of the Seller are settled, the Buyer shall adequately insure the Goods against fire and theft.
7.3.6. The Buyer must notify the Seller, immediately, of any seizure or sequestering of Goods by a third party. In this case, anyintervention costs shall be borne by the Buyer.
7.3.7. In the event of the Buyer transferring its business to a third party, the Buyer is under obligation to notify the said third party about
the Seller’s right of retention and any obligation resulting from such right to retention shall be transferred to the third party.
Until such time as the legal and equitable title to and the property in the Goods passes to the Buyer, the Seller shall be entitled at any
time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of
the Buyer or any third party where the Goods are stored and repossess the Goods.
The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain
the property of the Seller, but if the Buyer does so, all moneys owing by the Buyer to the Seller shall (without prejudice to any otherright or remedy of the Seller) forthwith become due and payable.
(a)	The responsibility of the Seller shall cease immediately the Goods are placed by the Seller into the custody of the carrier at the airor sea port of shipment who shall be deemed agent of the Buyer, and the Seller shall be under no obligation to give the Buyer any
notice regarding the same.
(b)	The Goods shall travel at the risk and peril of the Buyer even when the Seller shall expressly undertake carriage and customs
costs and the Buyer shall accordingly be exclusively responsible for all relevant insurance cover to the full value of the Goods inthe books of the Buyer. In case of conflict, Incoterms used in the Order Confirmation shall apply.
Nothing in this clause shall for any other purpose affect the relationship of Seller and Buyer borne by the parties hereto nor shallconfer any right upon the Buyer to return the goods sold under any invoice or otherwise or to refuse or delay payment.
INSPECTION
Any inspection of the Goods by or on behalf of the Buyer prior to shipment thereof by the Seller shall be binding on the Buyer so thatthe Buyer must accept and pay for the same unless the Seller, prior to shipment of the Goods, receives written notice from the Buyer
either notifying rejection of the Goods or alleging grounds for complaint.
If there is no inspection of the Goods prior to shipment thereof the Goods shall be deemed to be in all respects in accordance with theContract and the Buyer shall be bound to accept and pay for the same accordingly.
WARRANTIES AND LIABILITY
Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time ofdelivery and will be free from defects in material and workmanship for a period of twelve (12) months calculated from the date ofdispatch from the factory after which all relative warranties and conditions pursuant to any applicable law shall not apply.
Any description given of the Goods has been given by way of identification thereof only and shall not constitute a sale by description
for the purpose of any applicable law or otherwise.
The above warranty in 9.1 is given by the Seller subject to the following conditions: 9.3.1. the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification
supplied by the Buyer;
9.3.2. the Seller shall be under no liability in respect of any defect arising from natural wear and tear, willful damage, negligence,
abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repairof the Goods without the Seller’s approval;
9.3.3. the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total pricefor the Goods has not been paid by the due date for payment;
9.3.4. the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the
Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with
Specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or(where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or
failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject theGoods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had
been delivered in accordance with the Contract.
Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or theirfailure to meet Specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace theGoods (or the part in question) free of charge and the Seller shall have no further liability to the Buyer whatsoever.
Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of
any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of theContract, for any consequential loss or damages (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever (and whether caused by the negligence of the Seller, its employees or agents or otherwise) whicharise out of or in connection with the supply of the Goods or their use or release by the Buyer, except as expressly provided in these
Conditions.

9.7.

The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any
failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond theSeller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond theSeller’s reasonable control: 9.7.1. Act of God, explosion, flood, tempest, fire or accident;
9.7.2. war or threat of war, sabotage, insurrection, civil disturbance or requisition;
9.7.3. act, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or
local authority;
9.7.4. import or export regulations or embargoes;
9.7.5. strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
9.7.6. difficulties in obtaining raw materials, labour, fuel, parts or machinery;
9.7.7. power failure or breakdown in machinery.
9.8. The Buyer shall take the Goods at its own risk both as to their corresponding with any sample exhibited to such Goods and inspectedby it and as to their quality condition or sufficiency for any purpose, notwithstanding that such purpose may be made known to theSeller which does not give any warranty as to the quality, state, condition or fitness of the Goods which must be taken by the Buyer
with all faults and imperfections.
9.9. The Seller’s liability under clause 9.1 of this Contract shall only arise if: (a) the Buyer shall have paid in full all invoices for Goods supplied by the Seller;(b) the Seller’s representatives shall have been given full and free right of access to the Goods;(c) 	the Buyer shall not have misused, neglected or used other replacements and shall have properly maintained or applied the Goods
in accordance with instructions, pamphlets or directions given or issued by the Seller from time to time.
9.10. Any claims extending beyond the term of warranty, as mentioned in this Contract, shall not be permitted. This applies in particular to
any claim for damages, including those resulting from loss of profit or some other financial loss on the part of the buyer.
9.11. All claims on the part of the Buyer and against Seller, shall lapse after a maximum of three years following conclusion of theContract, unless they are the subject of a shorter period of time under the applicable legislation.
10. INDEMNITY
10.1. If any claim is made against the Buyer that the Goods infringe the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, the Seller shall indemnify the Buyer against all loss, damages, costs and expenses awarded
against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim,
provided that:
10.1.1. the Seller is given full control of any proceedings or negotiations in connection with any such claim;
10.1.2. the Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations;10.1.3. except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings
without the consent of the Seller to be given or not in its entire discretion;
10.1.4. the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may havein relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any
such policy or cover (which the Buyer shall use its best endeavors to do);10.1.5. the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs(if any) awarded in favour of the Buyer which are payable by or agreed with the consent of the Buyer (which consent shall not
be unreasonably withheld) to be paid by any other party in respect of any such claim; and10.1.6. without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps
as the Seller may in its discretion require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller
is liable to indemnify the Buyer under this clause.

11.

THIRD PARTY DELAY
In the event of a stoppage, delay or interruption of work in the establishment of either Seller or Buyer during the delivery period forany cause whatsoever beyond the control of the Seller or Buyer respectively, the Seller shall not be liable for any delay in shipment ordelivery, non-delivery or destruction or deterioration of all or any part of the Goods, or for any default in performance of this Contract,arising therefrom, and the Buyer is bound to accept delay in shipment or delivery within the reasonable time or to accept cancellationof all or any part of the contract as the case may be. In any of such cases, the Seller shall not be responsible for any incidental orconsequential damages.

12.

FORCE MAJEURE
In the event of war, invasion, act of foreign enemy, hostilities (whether war has been declared or not) civil war, rebellion, revolution,
insurrection or military or usurped power, or in the event that the means of production of the Seller shall be influenced in whole or inpart by any circumstances whatsoever the Seller shall be relieved of obligation incurred under this contract wherever and to theextent to which the fulfillment of such obligation is prevented, frustrated or impeded as a consequence of any such event or by any
statute rules, regulations, order or requisitions issued by any government, council or other duly constituted authority or from strikes,
lockouts, breakdown of plant or any other causes (whether or not of a like nature) beyond the Seller’s control. If the Seller shall be
unable to complete the performance of the contract wholly or in part due to causes beyond its control, the Seller may cancel thecontract or the unperformed part thereof without any further liability to the Buyer. In no event shall the Seller be liable for any
incidental or consequential damages.

13. INSOLVENCY OF BUYER
13.1. This clause applies if:
13.1.1. the Buyer makes any voluntary arrangement with its creditors or becomes subject to an administration order or (being an
individual or firm) becomes bankrupt or (being a company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
13.1.2. an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
13.1.3. the Buyer cease, or threatens to cease, to carry on business; or
13.1.4. the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies
the Buyer accordingly.
13.2. If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel
the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have beendelivered but not paid for the Price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
14. EXPORT TERMS
14.1. In these Conditions “Incoterms” means the international rules for the interpretation of trade terms of the International Chambers ofCommerce as in force at the date when the Contract is made. Unless the context otherwise requires, any term or expression which isdefined in or given a particular meaning by the provisions of Incoterms shall have the same meaning in these Conditions, but if there isany conflict between the provisions of Incoterms and these Conditions, the latter shall prevail.
14.2. The Buyer shall be responsible for complying with any legislation or regulations governing the importation of the Goods into thecountry of destination and for the payment of any duties thereon.
14.3. The Buyer shall be responsible for arranging for testing and inspection of the Goods at the Seller’s premises before shipment. The
Seller shall have no liability for any claim in respect of any defect in the Goods which would be apparent on inspection and which ismade after shipment, or in respect of any damage during transit.
14.4. Payment of all amounts due to the Seller shall be made by irrevocable letter of credit opened by the Buyer in favour of the Seller andconfirmed by a bank acceptable to the Seller or in any other way as agreed and confirmed by the Seller in writing in the Order
Confirmation.
14.5. The Buyer shall not have the right to and hereby undertakes not to sell or offer the Goods for resale or exportation or exportation tothird countries or to sell the Goods to any person if the Buyer knows or has reason to believe that that person intends to resell theGoods in any such country.
15. INTELLECTUAL PROPERTY RIGHTS
15.1. The Seller retains full right of property and copyright overall cost estimates, drawings and other documents relating to the Goods.
These may not be transferred or made available in any other way to a third party. Duplication or copying of such items is only
permissible within the confines of operational requirements and copyright rules. The same applies to any products produced using theGoods. Any documents, etc., relating to the order must be returned immediately on request, or if an order is not placed.
15.2. The Seller shall not be responsible for any infringement with regard to patent, utility model, trade mark, design or copyright inrelation to the use made or fruits of use of the Goods by the Buyer whether in the Buyer’s country or any other place, and any
dispute raised in respect thereof, shall be settled by the Buyer, and any loss and/or damages caused thereby shall be borne by the
Buyer and the Buyer shall indemnify the Seller against all damages, penalties, costs and expenses to which the Seller may become
liable as a result of use made or fruits of use of the Goods by the Buyer which involves the infringement of any patent or design
rights.
16.

The Seller shall not be responsible for damages, injury or loss of any kind whatsoever to any property or persons or animal or produce
howsoever caused arising from the use of or in connection with the use of the Goods.

17.

In the case of partial completion of an order occasioned by the Seller, the Seller shall be entitled to a quantum meruit.

18.

The Buyer may cancel the order only upon payment to the Seller of all costs incurred by the Seller in respect of the work which shallbe the subject of the cancellation.

19. CONFIDENTIALITY
19.1. The contents of this Contract and all communication, business or technical information whether written or verbal between the Partiesare confi-dential. The Buyer shall not either during or after the tenure of this Contract disclose the same except so far as is necessary
for the performance of its obligations under this Contract
19.2. The Buyer shall indemnify the Seller, the costs, expenses, losses, damages, liabilities etc. that the Seller may suffer or incur or be put
to as a result of the Buyer’s disclosure of confidential information.
20. GENERAL
20.1. The Seller is a member of the group companies whose holding company is Karl Mayer Holding GmbH & CO. KG, and accordingly the
Seller may perform any of its obligations or exercise any of its rights hereunder by itself or through any other member of its group,
provided that any act or omission of any such other member shall be deemed to be the act or omission of the Seller.
20.2. Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that

other party at its registered office or principal place of business or such other address as may at the relevant time have been notified
pursuant to this provision to the party giving the notice.
20.3. No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of thesame or any other provision.
20.4. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity ofthe other provisions of these Conditions and the remainder of the provision in question shall not be affected thereby.
20.5. The Parties shall seek to resolve any dispute, controversy, claim or breach arising out of or in relation to this Contract including any
dispute as to the existence or validity of this Contract (the “Dispute”), by amicable arrangement and compromise, and only if theParties fail to resolve the same by amicable arrangement and compromise within a period of thirty (30) days (the “Dispute Resolution
Period”) of receipt of written notice (the “Dispute Notice”) of the same by the other Party, either Party may resort to arbitration asprovided for in clause 20.6 below.
20.6. After expiration of the Dispute Resolution Period any Dispute which may arise out of or in connection with this Contract, or any breachof the binding provisions hereof, shall, unless amicably settled, be referred to final and binding arbitration under the Arbitration andConciliation Act, 1996, as amended from time to time (the “Arbitration Act”), by three (3) arbitrators. Each Party shall appoint one (1)arbitrator each and the two (2) appointed arbitrators shall appoint the third (presiding) arbitrator. The arbitration shall be conducted in
the English language and shall take place in Ahmedabad, India.
20.7. The Parties shall not stop work during the pendency of arbitration proceedings. Any payment, if due, from either party under theterms of this Contract shall not be withheld for whatsoever reason
20.8. The Contract and these Conditions shall be governed by the laws of India and the Parties agree to submit to the exclusive jurisdictionof the competent Courts at Ahmedabad, India.

KARL MAYER India Private Limited
Plot No. 302/1, Panchratna Industrial Estate, Sarkhej Bavla Highway, Changodar, Ahmedabad – 382213 India
Email: info.in@karlmayer.com Website: www.karlmayer.com