PURCHASE ORDER

Manipal Energy & Infratech Ltd

Udayavani Building Press Corner, Manipal
Udupi,Karnataka-576104
GSTIN: 29AAHCM0173A1ZT
Purchase Order No: 6610000203 Purchase Order Date: 26.07.2022
Vendor Details: Vendor GST : 29ACXFS6426P1ZU
Shree Bhyraveshwara Electricals Wor Vendor PAN : ACXFS6426P
Industrial Estate Currency : INR
Davangere-577005 Reference : Raibag UNIP Project-2021
Karnataka
Dear Sir/Madam,
With reference to your quotation, we are pleased to place our order with you to supply the following materials as per details furnished below:
Sl.No Description Unit Qty Unit Rate Amount
1 11 kV/433V, 25KVA, 3 phase 50 Cys Distribution Transformer-25kVA, NOS 85.000 57,000.00 48,45,000.00
Almunium Wdg. Star-1, (BEE 4-star rated)

Total 48,45,000.00
Grand Total 48,45,000.00
Amount in words: Forty Eight Lakh Forty Five Thousand Rupees Only
Terms & Condition of Purchase order
Payment details & advances : 30 days from Date of Invoice
Delivery Address : Manipal Energy and Inftatech Ltd
: Survey No P-7, Site No 2227/2, Raibhag Taluk, Harugeri Village Harugeri
: Karnataka-591220
Delivery Date : 30.07.2022
Incoterms : EXW Manipal
Terms and Conditions:
1. 100% payment after 30 days from the date of receipt.
2. Transportation and Loading are inclusive.
3. GST extra as applicable at the time of dispatch.
4. No price implication till the dispatch of 100% PO quantity.
5. Transformer must be replaced free of cost against any defect found during guarantee period.
6. Prior intimation must be taken from MEIL against dispatch of each lot.
7. Warranty period of 36 months from the date of commissioning.
8. Project name and firm name should be embossed on the transformer body.

1. Scope:
1.1 This Purchase Order/Work Order shall constitute the contract ("Purchase order"/"PO" & "Work Order"/"WO").
1.2 No verbal agreements amending the terms of this order are valid unless both the Purchaser and the Supplier duly confirm them in writing.
1.3 These Conditions govern all supplies of materials, and components to Manipal Energy & Infratech Ltd ("MEIL"), Manipal, Karnataka. In this
document, Supplier means the Company/firm or individual on whom MEIL is issuing the Purchase Order/Work Order ("Supplier"); Product means
the goods, materials and/or services to be supplied by the Supplier ("Product"). CDD means the contractual delivery date by which Supplier is
required to deliver the Product.
1.4 These Terms and Conditions constitutes the entire agreement and supersedes all prior understanding, agreements, and correspondence between
the parties, whether written or oral.
1.5 Client - party who awarded the turnkey project to MEIL Business to modify as required.

2. Offer:
2.1 This PO/WO and its attachments, if any, constitute MEIL's offer to purchase Products. MEIL's offer is conditioned upon Supplier's acceptance
of each of the following terms and conditions. Any modification of any term and condition by Supplier shall constitute a counter offer and shall not be
binding on MEIL until specifically accepted by MEIL in writing.
2.2 Only Purchase Orders/Work Orders in traceable form (in writing, E-Mail) are binding. Verbal Purchase orders/Work Orders or orders by phone as
well as changes and additions to our order shall be binding only if confirmed by us in traceable form.

3. Acceptance:
Acceptance of PO/WO will be considered only by mail or in writing to MEIL personnel leading the PO/WO. However, if the Supplier has supplied
the Products in response to the PO/WO, the Supplier shall be deemed to have accepted the terms and condition in the PO/WO.

4. Order and Confirmation of Order:

4.1 MEIL shall have the right to make any changes, additions or alterations in the items, quantities, destination, specifications, drawings, designs, or
delivery schedules. All changes and adjustments, if any, must be in writing and signed by a duly authorized representative of MEIL.
4.2 MEIL reserves the right to cancel/amend the PO/WO at any time prior to acceptance of PO/WO by the Supplier, and in consultation with the
Supplier post acceptance of PO/WO.

5. Packing:
Products processed and supplied against this Purchase order/Work Order must be properly packed and dispatched conforming to special
instructions, if any, given for safe transport by road/rail/air/water to the specified destination.
In case of dangerous goods, the Supplier shall submit details of packing and transportation plan to Purchaser for confirmation prior to shipment.

6. Prices and Transport Costs:

6.1 Price shall remain firm throughout the execution of PO/WO. Prices are exclusive of applicable taxes, payable by the Supplier. MEIL shall receive the
benefit of any general reductions in Supplier's prices prior to delivery. Delay in execution shall amount to a penalty equivalent to incremental costs
that MEIL shall incur to fulfil the requirement by buying from other sources and other expenses. Part delivery of Product will not relieve the Supplier
from its PO/WO execution obligations and price validity in case of price increase.
Page 1 of 4
 PURCHASE ORDER
Manipal Energy & Infratech Ltd
Udayavani Building Press Corner, Manipal
Udupi,Karnataka-576104
GSTIN: 29AAHCM0173A1ZT
Purchase Order No: 6610000203 Purchase Order Date: 26.07.2022
6.2 In case of orders showing no price or an indicative price only, MEIL reserves the right to approve the price following the receipt of the order
confirmation.
6.3 Prices will be based on delivery at the location specified by MEIL, with all duties, tariffs, freight, insurance and other costs related to transportation
and delivery being the responsibility of Supplier.
6.4 Any supplementary costs arising from non-conformity with the transport requirements shall be borne by the Supplier. Any supplementary costs
arising from the need to meet the delivery deadline by way of expedited delivery shall be borne by the Supplier.Finance to review.

7. Invoice and documents for Payment:

7.1 Supplier shall invoice MEIL for all items sold hereunder. Each invoice shall specify MEIL's Purchase Order/Work Order number and date, and the
specific items being invoiced.
7.2 Supplier may issue multiple invoices against a PO/WO but shall not club multiple POs/WOs in one invoice.
7.3 GST tax invoice and delivery challan / waybill / e-way bill documents are to be submitted immediately after dispatch of the goods to MEIL's project
premises. Penalty, if applicable, due to noncompliance of the e-invoice/e-way bill to be borne by the Supplier. In case of default, all the penalty or
associated cost will be borne by Supplier.
7.4 The Supplier may not claim payments being contingent on the fulfilment of his obligations, prior to the fulfilment of such obligations, unless the
non-performance shall be caused by MEIL's acts or omissions.
7.5 The Supplier shall not receive payment of GST amount till the Credit of the tax so paid is not reflected in our Form GSTR-2A. Thus, amount to an
extent till GST payable would be retained till the said amount is not reflected in our respective returns. Finance/ Tax to review.

8. Drawings, designs & technical specs:

8.1 Unless applicable, Supplier to conform to MEIL, designs & technical specifications as per the Client's Tender Document/LOI/DWA and submit the
same as and when insisted by MEIL/Client.
8.2 Delivery of faulty Product not complying to client/MEIL drawings, designs & specs will be rejected and replaced at cost to the Supplier as per the
tender document.
8.3 Supplier shall carry out all tests and examinations specified in Tender document/LOI/DWA and submit the copy of test reports to the MEIL for
review. MEIL reserves the right to visit the facility and witness such testing and examination either by MEIL or by Client or by authorized
representative. Neither MEIL's inspection nor failure to inspect shall relieve Supplier of its obligations hereunder. Payment against the Product will
always be subject to product quality acceptance by client. Supplier will dispatch the Product for delivery only after receipt of positive final inspection
report from Client.
8.4 By making payments or conducting pre-shipment tests, we are not waiving our legal remedies for faulty deliveries if any.

9. Delivery:
9.1 CDD is the essence of this PO/WO and Supplier will abide by the same.
9.2 Supplier shall prepare the items sold hereunder for delivery to the destination specified within the time period specified on the face of the Purchase
Order/Work Order, or within a reasonable time if no time is specified. If Supplier does not prepare the items within the applicable time period, MEIL
may require Supplier to perform services in the most expeditious means, and Supplier shall pay and be liable for all costs and damages incurred by
MEIL due to the Supplier's delay. Purchaser may accept late delivery, subject to a deduction in payment of 1% of the total order price for every
week or part thereof of the delay, towards liquidated damages, subject to maximum deduction of 10% of the order price.
9.3 Onus is on the Supplier for Delivery of Product. Supplier shall bear the risk of loss and damage till the full and final delivery of the Product but shall
be responsible for the quality of the product for its entire shelf life.
9.4 MEIL reserves its right to return the damaged/ rejected Product at Supplier cost and shall dispose-off the goods if Supplier does not accept such
return within 30 days of intimation. All rejected material will be stored by us at Supplier’s risk and supplier will arrange to lift the same at its cost.
9.5 The rejections shall be replaced by Supplier free of cost within 15 days. Materials found defective subsequently shall also be replaced free of cost
by supplier within 15 days from our intimation.
9.6 Supplier shall ensure highest quality standards of the Product. This PO/WO is inclusive of packaging cost and any damage resulting due to
improper packing of Product or handling (If applicable) during transit shall be borne by Supplier.
9.7 Supplier shall prepare separate delivery challans/LR/airway bill’s/Bill of Ladings for separate POs/WOs.
9.8 Supplier shall, without exception, forward to MEIL the express receipt or bill of lading signed by the carrier to evidence shipment, and the receipt or
bill of lading shall be attached to the original invoice submitted by Supplier.
9.9 Loading of vehicle (truck/lorry) strictly as per RTO rules. Overloading not permitted and consequential losses due to such infractions, if any, to be
borne by Supplier.
9.10 Deliveries arriving without the required transport documents shall be stored at Suppliers expense and risk until such documents are properly
supplied.
9.11 Part shipments and advance deliveries require MEIL's prior consent.
9.12 Foreseeable delays hindering the timely delivery in whole or in part shall be notified immediately specifying the reasons for and the estimated
duration of the delay. Such notice shall without prejudice to our remedies at law (e.g., partial, or total termination or rescission of the order).
9.13 In case of the delay, the Supplier shall not be excused by missing documents, hardware, or components to be supplied by us unless he has timely
requested their supply. In such case, the parties shall mutually agree on a reasonable extension of the delivery period.

10. Penalty and Interest:

10.1 Any deviation from the scheduled delivery timeline will attract a penalty of 5% of the total PO/WO value, which will be withheld at the time of
making payment.
10.2 In case of delay in delivery beyond the CDD where MEIL had paid the advance to Supplier as per the terms of PO/WO/Proforma Invoice, MEIL
shall be entitled to recover interest against its advance till the delivery/refund processed by the supplier at the rate of 2% per month. (Calendar
days calculation and compounded annually).

11. Quantity:
MEIL shall be obligated to purchase and accept only the quantity of items described herein and any items received in excess thereof or substituted
by Supplier may be returned to Supplier at Supplier's risk and expense.

12. Warranty and Indemnity:

12.1 Supplier warrants that the Product shall comply with the specifications agreed between the Parties. In any event, Supplier agrees to rectify any
defect, free of charge, for a period as mentioned in tender document/LOI/DWA from the date of final delivery of Product. In absence of warranty
period in tender document/LOI/DWA, Supplier agrees for warranty for a period of 24 months.
12.2 MEIL reserves the right to appoint a third party if the Supplier fails or refuses to rectify the defect in 3 (three) attempts from MEIL notification, at
Supplier's cost.
Page 2 of 4
 PURCHASE ORDER
Manipal Energy & Infratech Ltd
Udayavani Building Press Corner, Manipal
Udupi,Karnataka-576104
GSTIN: 29AAHCM0173A1ZT
Purchase Order No: 6610000203 Purchase Order Date: 26.07.2022
12.3 Supplier agrees to release, defend, indemnify and hold harmless MEIL, its representatives, officers, agents, employees, affiliates, permitted
assigns,and shareholders from and against any and all claims, losses and expenses, directly or indirectly, arising out of, or related to, the
performance or subject matter of this Purchase Order/Work Order arising out of any proceeding (a) brought either by a third party or the MEIL and
(ii) any kind of negligence, wilful misconduct and gross negligence of the Supplier.
12.4 The Supplier shall indemnify and keep the Purchaser, its Director, Employee and respective customers indemnified against all losses or damages
arising from any infringement of any patent in respect of any Products processed and supplied by the Supplier against this order. In addition, all
litigation costs, if any, suffered by the Purchaser as a result of any patent suit shall be reimbursed to MEIL by the Supplier forthwith.
12.5 Supplier further indemnifies the MEIL against of any loss, cost or expense as a result of failure or delay of the Supplier in completing the PO/WO.

13. Product Liability, Insurance:

13.1 The Supplier shall indemnify us against any claims, damages, losses, liabilities, suits and expenses arising from the supply of defective goods or
services.
13.2 Transit Insurance shall be under the scope of Supplier and shall be obtained at its sole cost.

14. Confidentiality:
14.1 Supplier will keep confidential all information related to the PO/WO and will not disclose any information to any third party which MEIL considers
proprietary and confidential, including, but not limited to, information regarding its PO/WO, plans and strategies, cost and pricing information, data,
know-how, designs, drawings, specifications, technical information, future projection, business plans, general business operation, engineering data
etc.
14.2 The drawings, data and technical information furnished by the MEIL/client remains the property of the MEIL/client and Supplier shall not copy,
abstract the information, and divulge to any third parties. Upon completion of PO/WO, Supplier will return all confidential information to the MEIL
and certify such return.

15. Force Majeure:

Each party may be excused from a failure to perform or a delay in performance, in whole or in part, in the event of, and to the extent that, acts of
God, disease, war, riot, fire, pandemic, explosion, accident, flood, sabotage, compliance with governmental laws or regulations, change of
governmental law or regulation, orders or action, national defense requirements, or any other event beyond the reasonable control of such party
which prevents the manufacture, shipment, acceptance or use of any goods or services hereunder (each a "Force Majeure" event). However, this
section is not intended to buffer a party against the normal risks inherent in commercial contracts, including strikes or personnel disputes within the
party claiming Force Majeure.

16. Ownership:
Save as otherwise provided in this Purchase order/Work order, no right, title or interest shall be passed on to the Supplier by virtue of these
presents, in the Products/raw materials machines/tools/drawings etc., furnished by MEIL to the Supplier, for rendering the processing services. The
Supplier shall, at no time, contest or challenge our said and exclusive rights, title and interest in the said products/raw materials/machines/ tools/
drawings etc.

17. Trademark /Brand Label/Copyrights/Packing:

All Intellectual Property rights inter alia Trade Marks/Brand Names/ Labels or Packing or other rights belonging to the MEIL in relation to the
processed goods/products shall remain the property of MEIL and at no time during the currency of this order or after the termination thereof, the
Supplier shall be entitled to claim any rights to or interest in any such Intellectual Property rights or other rights belonging to the Purchaser.use of
name.

18. Guarantee:
The Supplier shall be bound to repair/replace free of cost any materials/goods/assets/services processed and supplied by him, which become
defective due to faulty design, material or workmanship or any other reason within 18 months from the date of completion of final installation &
commissioning or 24 months from the date of delivery whichever is earlier. In all such cases the to and fro freight and insurance charges will be to
the Supplier's account.

19. Duty to Verify Title/Duty to Inform:

It is essential that the Products are delivered free of any third party rights. Thus the Supplier is under a duty to verify title and inform the MEIL of
any possible conflicting industrial and intellectual property rights. Any breach of such duty is subject to the normal statutory limitation period.

20. Subcontracting:
Subcontracting to Third Parties Subcontracting/assigning to third parties shall not take place either in whole or in part without the prior written
consent of the MEIL, which the MEIL may grant or deny as per its discretion and violation of same shall entitle MEIL to cancel this order in whole
or in part and claim damages.

21. Provided Material:

Material provided by MEIL remains the property of the MEIL and is to be stored, labelled and administered separately at no cost to MEIL. Their use
is limited to the orders of the Purchaser only.

22. Governing Law and Dispute Resolution:

This Agreement shall be governed by and construed in accordance with the laws of India. Any disputes, controversy, construction, validity,
interpretation, enforceability, breach of this Agreement or claim arising out of or in relation to this Agreement shall be first resolved through mutual
good faith discussions. Failing which, such dispute shall be referred to arbitration by sole arbitrator conducted in accordance with the Arbitration
and Conciliation Act, 1996 or any modification thereof. The place of the Arbitration shall be Manipal, Karnataka and language of arbitration shall be
English.The decision of the sole arbitrator will be final and binding upon the Parties. Each Party hereby irrevocably and unconditionally submits
itself to the exclusive jurisdiction of the Courts in Udupi only and appellate courts thereof.

Page 3 of 4
 PURCHASE ORDER
Manipal Energy & Infratech Ltd
Udayavani Building Press Corner, Manipal
Udupi,Karnataka-576104
GSTIN: 29AAHCM0173A1ZT
Purchase Order No: 6610000203 Purchase Order Date: 26.07.2022

Accepted By Yours Faithfully,

Manipal Energy & Infratech Limited

Signature of the Supplier Authorised Signatory

Page 4 of 4