TERMS & CONDITIONS

1.You must ensure and guarantee that all the product/goods/material supplied by you and / or services provided by
you, against this Purchase Order/contract/ scheduling agreement are strictly according to our approved
specifications, drawings and samples. We reserve the right at any time to make changes in drawings and
specifications as to material and/or work covered by this purchase order/contract/scheduling agreement and in
such event if increase or decrease in the production cost is caused the price set thereunder shall be suitably
adjusted.

2. Trade secrets, specifications, drawings, notes, instructions, engineering data and analyses, compositions of
matter, financial data, Intellectual Property and other technical and business data which are supplied or disclosed
by us in connection with the Purchase Order, will be deemed confidential and proprietary to, and remain our sole
property. You shall not disclose such information or use such information for any purpose other than as
contemplated under the Purchase Order without our prior written consent.
All product/goods/material manufactured by you and / or services provided by you, according to our blue-
prints/drawings/designs/manufacturing data/ specifications or information pertaining there, to be received by you
from us or from any other sources shall not be utilized by you or anyone on your behalf for the purpose of sale,
manufacture or any other purpose, save as herein provided for to or by any third party.

3. All materials rejected by us on preliminary inspection or subsequently found to have manufacturing defects will
be stored by us at your risk for a period of 7 (seven) days from the date of intimation. If the rejected material is not
collected by you within the aforesaid time we shall be entitled to dispose it off and remit the proceeds thereof net
of GST to you, after retaining actual disposal cost incurred by us, or at our discretion return the rejected material to
you at your cost.

4. All materials rejected by us on account of manufacturing defects shall be under a Tax invoice issued by us under
the Goods and Services Tax (GST) Acts enacted by the Central Govt. or respective State Govts. and you shall be
obliged to remit the payment of value and tax charged thereunder forthwith. For enabling you to avail Input Tax
Credit of Tax charged in such invoice, we shall be reporting such transaction in the appropriate Returns filed under
GST Acts.

5. All supplies will be subject to preliminary inspection as per clause 1 and rejected items will be replaced free of
cost by you within reasonable time, as and when instructed by us. You shall also replace materials subsequently
found defective free of cost within a reasonable time failing which the value of the rejection, with all applicable
taxes or levies, chargeable under any Statute or law in force will be debited to your account.
6. i) Any Payment against material supplied on this purchase order, prior to inspection, shall not constitute
acceptance thereof. ii) The payment for the goods supplied, shall be made by us within 30 (thirty) days of the due
date. The due date shall mean the date mentioned in payment terms.

iii) Payment of debit note raised against retrospective price amendments will be made after 45 (forty five) days from
the date of receipt of the valid debit note.
iv) Credit period mentioned on the purchase order is subject to invoice being drawn as per terms and conditions of
this purchase order and delivery thereof to M&M Ltd.

7. Supplier shall ensure that any change/variation in the rate or amount of duties or taxes, or any similar impost or
levy, including Goods and Services Tax (hereinafter called “the GST”) comprising of Central GST, State GST, Union
Territory GST, Integrated GST and Compensation Cess, if any, as the case may be, is intimated to our Strategic
Sourcing department/ Supplies modules and necessary amendment obtained in the Purchase
Order/contract/scheduling agreement before invoices are raised.

8. In the event of any delay in receipt of material, the credit period will be enhanced to the extent of the delay.

9. In case the delivery has been agreed as "Free delivery to our stores” we are required to collect the materials from
your plant/godown, you shall be charged at actuals along-with all applicable taxes or levies, chargeable under any
Statute or law in force for the transportation charges towards collection of materials from your works/godown.

Unless otherwise agreed in case of rejected material to be delivered to you by us, you shall be charged actual
"Transportation Charges" towards delivery of the rejected materials to you. Any other expenses incurred by us in
this connection such as packing and incidental expenses etc. will also be debited to your account along-with all
applicable taxes or levies, chargeable under any Statute or law in force.

10. Except as otherwise agreed in writing, your price is a fixed price inclusive of price for all raw materials,
manufacturing costs and freights etc. along-with all applicable taxes or levies, imposed under any Statute or law in
force and is not variable for this order/contract/scheduling agreement.

11. Any terms and conditions rescinding, adding to or altering the terms of this order/contract/scheduling
agreement subsequently shall be in writing only through an amendment letter. All such additions, alterations, etc.
shall be deemed to be incorporated herein and made part hereof.

12. Non-acceptance of this purchase order/contract/scheduling agreement shall be conveyed to us within seven (7)
days of its receipts by you, in the absence of which this order/contract/scheduling agreement shall be deemed to be
accepted by you.

13. Quality and time of delivery are the essence of this purchase order/contract/scheduling agreement and /or
services provided by you, and in case of any lapses, we reserve our

right to cancel this purchase order/contract/scheduling agreement without liability in the event of your
unsatisfactory performance at our absolute discretion.

14. Goods must be delivered to us duly packed and protected against any possible damage during transit or
otherwise and/or corrosion.

15. In the event of any rejection during our preliminary inspection or subsequently due to premature failure on
account of manufacturing defects and / or services provided by you, you will have to immediately on receipt of our
Intimation forward the relevant credit note together with your cheque for the value of the defective material,
along-with all applicable taxes or levies, chargeable under any Statute or law in force, directly to our Accounts
Department under advice to us. We reserve the right to debit to the supplier any consequential damages caused
owing to supply of defective materials.
16. Any raw material or components, if given to you as vendor aid on 'no charge basis" to enable you to execute this
purchase order/contract/scheduling agreement will remain our property without any title / ownership in your
favour. You will not hypothecate/lien/mortgage such materials with any bank or agency. The cost of material spoilt
by you over and above the permissible wastage allowed by us will be debited to you along-with all applicable taxes
or levies, chargeable under any Statute or law in force. In the event of rejection due to defective castings, forging or
partly processed material given by us we will pay you for the actual operations carried out by you on defective
material, subject to deduction of all applicable taxes or levies, payable by us under any Statute or law in force, after
taking into account identical reciprocal percentage allowance towards defective material supplied by us as the
permissible wastage allowance given to you a quarterly statement, showing material issued to you and supplies
made by you must be submitted to us in duplicate.

17. Pertinent drawings and inspection check-sheet or quality plan have already been issued to you. Please revert in
case you have not received pertinent drawings and inspection check-sheet or quality plan or parts mentioned in
purchase order/contract/scheduling agreement.

18. Concerning tooling covered under this purchase order, please note, you will send us the drawings/layouts of the
tooling for our approval, and only after our approval of the drawings/layouts you will go ahead with the
manufacturing of the tooling. Along with the equipment you shall supply reproducible drawings of special tooling
including that of cutting tool.

19. The ordered quantity is only an approximate indication of our off take. You shall deliver the goods strictly as per
schedule provided to you from time to time.

20. Any liability on account of any duties or taxes, or any similar impost or levy, including GST, as the case may be,
that may arise under the relevant statutes shall be the responsibility of the supplier/sellers/contractors and shall
not be borne by M&M Ltd. It is specifically agreed that any such taxes / impost / levy including GST is required to be
paid by us (except our Income Tax), the same shall be paid by us subject to deduction of the equivalent amount
from the invoices raised by you.

21. You must ensure compliance with all applicable laws pertaining to payment of duties and taxes and
documentation thereof. In particular, you shall ensure that valid tax invoices or any other documents as specified by
applicable laws are provided to us in timely manner in order to avail tax or duty credits or refunds. You shall comply
with the mandatory requirement, if any, of reporting the tax so paid on the supplies made to us in the appropriate
Returns filed with tax authorities to enable us to take credit of tax so paid on their tax Returns.

22. Any financial loss including loss of input tax credits, interest, fine penalty or any other consequences incurred by
us on account of non-compliance of relevant documentation or untimely submission of relevant documents to us,
shall be borne by you and we shall be entitled and at liberty to recover such loss / damage/ cost/expenses, as the
case may be, from the outstanding amounts payable to you and / or that may become payable for future supplies, if
any. It is expressly understood that we shall reimburse the GST charged by the supplier/seller/contractor in their
invoice only if the same is reflected in the GSTR- 1 filed by the supplier/seller/contractor in the manner prescribed
under the GST law.

23. You must ensure to follow the mutually agreed process control plans and raw-material control plans for the
manufacturing the items mentioned on the PO/contract/scheduling agreement. Any deviation in the above should
not be implemented without prior written authorization /approval from Mahindra & Mahindra Limited.
24. You must ensure that the raw materials, products, processes, packing material etc., used by you comply with
the Government safety regulation issued from time to time.

25. GST implementation may trigger various tax savings to the supplier on account of reduction of tax rate,
increased Input tax credits, subsuming of other indirect taxes. You shall take appropriate steps and ensure that all
benefits accruing to you on account of GST laws are properly availed and subsequently passed to us in accordance
with Section 171 of the CGST/SGST Act 2017.

26. All suppliers of Mahindra and Mahindra Limited using plastic material/thermocol for wrapping at the
manufacturing stage or which is an integral part of manufacturing must ensure compliance with the Plastic Waste
Management (Amendment) Rules, 2018 as well

as the notification issued by the Environment department of the Government of Maharashtra on Priority and
confirm the same to us in writing.

27. In the event of any breach of any T&C of this purchase order/contract/scheduling agreement on your part, you
have agreed to compensate us, in such manner as may be reasonably determined.
28. It is agreed that this purchase order/contract/scheduling agreement shall be governed by the laws of India, and
courts at Mumbai shall have exclusive jurisdiction in respect of issues/disputes arising out of this purchase
order/contract/scheduling agreement.

29. Service Period: In case of any change in design of part supplied by the Supplier or if the new part business is
awarded to another supplier, the Supplier will continue to supply the Goods to M & M as per previous design
change, if these are required as spares, for a minimum period of ten (10) years from the date of design change/the
last date of regular supply. Any default on spares shall be construed as a breach of contract and shall be liable for
business severance.

30. Branding: The Supplier shall strictly comply with the specifications in terms of use of trademarks, logos, part
numbers and vendor code on the Goods manufactured for and supplied to M & M under this PO/SA. M & M may
also modify and/or prescribe any other requirements from time to time.

The Supplier agrees and undertakes to use, affix and/or insert trademarks, logos, part numbers and vendor code of
M & M, only on the Goods manufactured and supplied to M&M under this PO/SA. The Supplier expressly agrees and
undertakes not to use trademarks, logos, part numbers and vendor code of M & M on any other goods or for any
other purpose whatsoever.
The Supplier further agrees and undertakes not to use, affix and/or insert its own trademarks, logos and part
numbers on the Goods manufactured for and supplied to M & M under this PO/SA.