TERMS AND CONDITIONS OF SALE

DEFINITIONS

In these Terms and Conditions of Sale ("Terms"), the following expressions shall have the meanings set out below, unless the context requires otherwise:

"Company" means Mechximize Digitech Pvt Ltd, a company incorporated under the laws of India, having its registered office in Maharashtra, India, and registered as a Micro Enterprise under the Micro, Small and Medium Enterprises Development Act, 2006 (UDYAM Registration No. UDYAM-MH-33-0625620).

"Client" means the person, firm, company, or other legal entity that issues a Purchase Order to the Company or confirms a Sales Order issued by the Company for the supply of Goods or Services.

"Purchase Order" or "PO" means a written order issued by the Client to the Company for the supply of Goods or Services, specifying the Goods or Services required, the applicable Specifications, quantities, delivery requirements, and price.

"Sales Order" or "SO" means a written order confirmation issued by the Company to the Client, setting out the Goods or Services to be supplied, the applicable Specifications, quantities, delivery requirements, and price.

"Goods" means the precision machined components, parts, assemblies, or other manufactured items to be supplied by the Company to the Client pursuant to the Agreement.

"Services" means any ancillary services to be provided by the Company to the Client in connection with the supply of Goods, including but not limited to heat treatment coordination, surface finishing, testing, and inspection services.

"Specifications" means the geometric dimensioning and tolerancing (GD&T) requirements and all other technical requirements, tolerances, material grades, surface finishes, hardness ranges, and quality parameters defined in the Client's drawing as referenced in the applicable PO or SO.

"Agreement" means the applicable PO or SO together with these Terms, which collectively constitute the entire agreement between the parties in respect of the relevant order.

"Delivery" means the physical delivery of the Goods at the Client's designated premises, as evidenced by a signed delivery challan, proof of delivery, or transporter receipt.

"Acceptance" means the Client's express written acceptance of the Goods following inspection, or Deemed Acceptance in accordance with Clause 6 of these Terms.

"Acceptance Period" means the period of thirty (30) calendar days from the date of Delivery, during which the Client shall inspect the Goods and provide a written verdict of acceptance or rejection.

"Non-Conformity" means a deviation of the Goods from the Specifications that is attributable to a defect in the Company's manufacturing process, workmanship, or material processing, and that renders the Goods non-compliant with the applicable drawing.

"Warranty Period" means the period of thirty (30) calendar days from the date of Acceptance.

"Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected party that prevents or delays the performance of its obligations under the Agreement, including but not limited to acts of God, natural disasters, floods, earthquakes, epidemics, pandemics, war (whether declared or undeclared), terrorism, civil unrest, riots, government action or regulation, sanctions, embargoes, power outages, fire, explosion, machinery or equipment breakdown, supply chain disruption of raw materials, and labour disputes including strikes and lockouts.

"Payment Due Date" has the meaning given in Clause 9.1.

"Company IP" has the meaning given in Clause 12.1.

1. PRECEDENCE OF TERMS

1.1 These Terms govern all transactions for the supply of Goods and/or Services by the Company to the Client. These Terms apply to and are incorporated into every quotation, offer, order acknowledgment, and Agreement between the Company and the Client.

1.2 These Terms are published on the Company's website and are referenced in all quotations issued by the Company. The Client's acceptance of a quotation issued by the Company shall constitute the Client's unconditional acceptance of these Terms. Additionally, by placing a PO, confirming a SO, or accepting Delivery of Goods, the Client unconditionally agrees to be bound by these Terms.

1.3 The Client's own standard terms and conditions of purchase, however described or communicated, are hereby expressly excluded and shall have no force or effect in relation to any supply transaction between the parties. The Client waives any right to rely on its own standard terms and conditions.

1.4 No variation, amendment, or derogation from these Terms shall be binding upon the Company unless agreed in writing and signed by an authorised director or manager of the Company. For the avoidance of doubt, any conflicting or additional terms contained in the Client's PO, correspondence, or other documentation shall be of no effect unless expressly accepted in writing by an authorised director or manager of the Company.

1.5 The applicable PO or SO, together with these Terms, constitutes the entire Agreement between the parties in relation to the relevant order and supersedes all prior negotiations, representations, undertakings, and agreements (whether written or oral) between the parties relating to the subject matter of that order.

1.6 In the event of any conflict or inconsistency between these Terms and the terms of the applicable PO or SO, these Terms shall prevail unless the PO or SO expressly states that a specific clause of these Terms is being varied, and such variation has been agreed in writing and signed by an authorised director or manager of the Company.

2. QUOTATIONS AND PRICE VALIDITY

2.1 All quotations issued by the Company are invitations to treat and do not constitute binding offers. A binding obligation to supply shall arise only upon the Company's written acceptance of a PO or the Client's written confirmation of a SO.

2.2 Quotations shall be valid for a period of fourteen (14) calendar days from the date of issue, unless expressly stated otherwise on the face of the quotation. Quotations that are not accepted within the validity period shall lapse automatically and shall not be capable of acceptance thereafter.

2.3 All prices quoted by the Company are exclusive of Goods and Services Tax (GST). GST shall be charged at the applicable rate under the relevant SAC (Services Accounting Code) or HSN (Harmonised System of Nomenclature) code on the date of invoice and shall be payable by the Client in addition to the quoted price.

2.4 The Client shall provide the Company with a valid Goods and Services Tax Identification Number (GSTIN) prior to the issuance of the first invoice. If the Client fails to provide a valid GSTIN, the Company shall issue a bill of supply or a tax invoice as required under applicable law, and the Client acknowledges that it shall not be entitled to claim Input Tax Credit (ITC) against the Company in respect of such invoice.

2.5 In the event that the applicable rate of GST changes between the date of the quotation and the date of invoice, the revised rate shall apply and the difference shall be passed on to the Client accordingly.

2.6 Raw Material Price Escalation: If the cost of raw materials required for the manufacture of the Goods increases by more than ten percent (10%) between the date of acceptance of the quotation by the Client and the date of commencement of manufacturing, the Company shall be entitled to revise the quoted price proportionately, provided that the Company furnishes documentary evidence of the increase (such as updated supplier quotations, commodity index data, or purchase invoices) to the Client. The revised price shall be communicated in writing to the Client, and the Client shall have the option to accept the revised price or cancel the order in accordance with Clause 3.

3. ORDER CANCELLATION

3.1 The Client may cancel a confirmed PO or SO by issuing a written cancellation notice to the Company.

3.2 If the cancellation notice is received by the Company BEFORE manufacturing has commenced in respect of the relevant order, no cancellation charges shall apply.

3.3 If the cancellation notice is received by the Company AFTER manufacturing has commenced in respect of the relevant order, the Client shall be liable to pay the following cancellation charges:

(a) the cost of all raw materials procured by the Company for the order, whether or not such materials have been consumed or processed at the date of cancellation;

(b) the cost of all work completed by the Company and/or its subcontractors and vendors up to the date of cancellation, calculated on a pro-rata basis by reference to the stage of completion of the manufacturing process; and

(c) any non-cancellable third-party costs incurred by the Company in connection with the order, including but not limited to outsourced processing charges, heat treatment costs, and surface treatment costs.

3.4 The Company shall provide the Client with a detailed breakdown of cancellation charges within ten (10) business days of receipt of the cancellation notice. The cancellation charges shall be due and payable within twenty-one (21) calendar days of the date of the Company's cancellation charges statement.

4. QUALITY CONTROL AND INSPECTION

4.1 The Company follows a documented quality assurance process for all manufacturing operations. The quality assurance process comprises the following stages:

(a) Internal Operations Chart: The Company prepares and maintains an internal operations chart for each order that defines and tracks the entire manufacturing process, including the sequence of operations, process parameters, and applicable quality checkpoints.

(b) Job Sheets: The Company issues job sheets to each vendor and/or process station involved in the manufacturing process. Each vendor and process station is required to conform to the job sheet instructions and to share updates and mid-process inspection results with the Company.

(c) Mid-Process Inspections: The Company conducts inspections at critical stages of the manufacturing process to verify that the Goods are progressing in conformance with the Specifications.

(d) Final Quality Control Inspection: Upon completion of the manufacturing process, the Company conducts a final Quality Control ("QC") inspection of the Goods to verify conformance with the Specifications.

4.2 An inspection report of the final QC inspection shall be shared with the Client along with, or prior to, the Delivery of the Goods.

4.3 The Company's QC process is designed to verify conformance of the manufactured Goods to the Specifications, being the GD&T and other technical requirements defined in the Client's drawing. The Company does not test, certify, or warrant fitness for purpose, application performance, operational suitability, or the adequacy of the Client's design for its intended application. The Client is solely responsible for ensuring that its design and Specifications are fit for purpose and suitable for the Client's intended application.

5. DELIVERY AND TRANSIT RISK

5.1 The Company shall package the Goods in a manner suitable for the agreed mode of transport, having regard to the nature of the Goods and the distance to be covered.

5.2 Unless otherwise agreed in writing, the Company shall arrange transportation of the Goods to the Client's designated delivery address through a reputable transporter or courier service.

5.3 Transportation charges shall be quoted separately from the price of the Goods and shall be payable by the Client in advance or as otherwise agreed between the parties in writing.

5.4 Risk of loss or damage to the Goods shall transfer to the Client upon Delivery at the Client's designated premises, as evidenced by a signed delivery challan, proof of delivery, or transporter receipt.

5.5 The Client shall inspect the Goods for visible damage in transit at the time of Delivery and shall note any such visible transit damage on the delivery receipt, delivery challan, or transporter documentation at the time of Delivery. Claims for visible transit damage that are not recorded on the delivery documentation at the time of Delivery shall not be entertained by the Company.

5.6 For transit damage that is duly noted on the delivery documentation at the time of Delivery in accordance with Clause 5.5, the Company shall, at its sole option, replace or rework the affected Goods at no additional cost to the Client within a reasonable timeframe, having regard to the nature and extent of the damage and the manufacturing lead time.

6. ACCEPTANCE AND REJECTION

6.1 The Client shall inspect the Goods and provide a written verdict of acceptance or rejection to the Company within ten (10) calendar days of Delivery (the "Acceptance Period").

6.2 If the Client rejects the Goods or any part thereof, the rejection notice must be in writing and must be accompanied by a detailed report specifying:

(a) the nature of the Non-Conformity;

(b) the specific Specification, dimension, tolerance, or other technical requirement defined in the applicable drawing that the Goods have failed to meet; and

A rejection notice that does not comply with the requirements of this Clause 6.2 shall not constitute a valid rejection.

6.3 If the Client does not provide a written verdict of acceptance or rejection within the Acceptance Period, the Goods shall be deemed to have been accepted by the Client ("Deemed Acceptance"). Deemed Acceptance shall have the same legal effect as express written acceptance.

6.4 Upon Deemed Acceptance, any subsequent request by the Client for rework, remanufacture, or modification of the Goods shall be treated as a separate order and shall be quoted and billed separately by the Company at the Company's prevailing rates.

6.5 Acceptance of the Goods, whether express or Deemed, shall trigger the Client's obligation to pay the corresponding invoice in full, if payment has not already become due under Clause 9.

7. NON-CONFORMITY AND REMEDY

7.1 If the Client's inspection reveals a Non-Conformity within the Acceptance Period and the rejection has been properly notified in accordance with Clause 6.2, the Company shall:

(a) reinspect the Goods and perform a root cause analysis to determine the origin and nature of the Non-Conformity;

(b) if the Non-Conformity falls within the scope of the Specifications (that is, the Goods fail to conform to the GD&T or other requirements defined in the applicable drawing), propose a remedy by way of rework or remanufacture, as appropriate to the nature of the Non-Conformity; and

(c) upon receipt of the Client's written approval of the proposed remedy, perform the rework or remanufacture at no additional cost to the Client.

7.2 The Company's obligation under this Clause 7 is strictly limited to achieving conformance of the Goods with the Specifications defined in the applicable drawing, PO, or SO. The Company shall not be obligated to achieve any performance outcome, functional result, or fitness for purpose beyond strict conformance with the Specifications.

7.3 The Company shall NOT be liable for any Non-Conformity, defect, failure, deviation, or unsatisfactory performance that arises from or is attributable to any of the following:

(a) The inherent properties, behaviour, or limitations of the material grade specified by the Client at the geometry, dimensions, or tolerances specified in the drawing. This includes, without limitation, material behaviour during or after heat treatment, stress relief, surface hardening, or other thermal or chemical processing that is a natural consequence of the material's metallurgical characteristics at the specified parameters.

(b) Design features specified by the Client that create unavoidable stress concentrations, distortion, warping, cracking, or dimensional instability, including but not limited to:

(i) heat treatment distortion arising from the Client's specified combination of hardness, geometry, and material (for example, and without limitation, hardening EN31 to 63 HRC at 400mm length causing bending, or cracking due to hole patterns creating uneven cooling zones);

(ii) thin-wall sections susceptible to machining distortion;

(iii) unsupported spans or features prone to vibration-induced deviation during machining; and

(iv) any other design feature that creates a foreseeable manufacturing risk inherent to the specified combination of material, geometry, and process.

(c) The Client's Specifications requiring parameters at or beyond the practical limits of the material, the manufacturing process, or the available equipment, where the Company has notified the Client of the risk prior to or during manufacturing.

(d) Any deficiency, error, ambiguity, or omission in the Client's design, drawing, or Specifications, including but not limited to conflicting dimensions, incomplete tolerancing, unspecified datum references, or missing material or finish specifications.

(e) Use, handling, storage, assembly, installation, modification, or operation of the Goods by the Client or any third party after Delivery in a manner not contemplated by the Specifications or not in accordance with good engineering practice.

7.4 Where a dispute exists between the parties as to whether a Non-Conformity constitutes a manufacturing defect (within the Company's responsibility) or a design-inherent limitation (outside the Company's responsibility), the following procedure shall apply:

(a) The Company's root cause analysis documentation shall serve as the initial reference point for the discussion.

(b) The parties shall endeavour to resolve the dispute amicably through good-faith technical discussion within fifteen (15) business days.

(c) If no resolution is reached within the period specified in Clause 7.4(b), the dispute shall be referred to the arbitration mechanism set out in Clause 17.

8. WARRANTY

8.1 The Company warrants that the Goods supplied under the Agreement shall conform to the Specifications defined in the applicable drawing, PO, or SO at the time of Delivery.

8.2 This warranty extends to latent manufacturing defects, being defects in workmanship or material processing that were not detectable during the Company's QC inspection or the Client's incoming inspection within the Acceptance Period, but which manifest within thirty (30) calendar days of Acceptance (the "Warranty Period").

8.3 If a latent manufacturing defect is discovered within the Warranty Period, the Client shall notify the Company in writing within five (5) business days of discovery, providing:

(a) a description of the defect;

(b) the circumstances in which the defect was discovered;

Upon receipt of a valid warranty claim, the Company shall reinspect the Goods, perform a root cause analysis, and if the defect is confirmed as a manufacturing defect falling within the scope of the Specifications, shall rework or remanufacture the affected Goods at no additional cost to the Client.

8.4 This warranty does NOT cover any of the following:

(a) Any matter excluded under Clause 7.3, including design-inherent limitations, material behaviour at the parameters specified by the Client, and design deficiencies.

(b) Wear and tear arising from normal use or operation of the Goods.

(c) Damage arising from improper handling, storage, installation, assembly, or use of the Goods by the Client or any third party.

(d) Any modification, additional machining, treatment, coating, or rework performed on the Goods by the Client or a third party after Delivery.

(e) Fitness for purpose, application performance, operational suitability, or the adequacy of the Client's design for its intended application. The Company is a build-to-print manufacturer and does not warrant that the Goods will perform satisfactorily in the Client's intended application or end-use environment.

8.5 The remedies set out in this Clause 8 and in Clause 7 are the Client's sole and exclusive remedies for any Non-Conformity, defect, or other complaint relating to the Goods. No other remedy, whether at law, in equity, or otherwise, shall be available to the Client in respect of such matters.

9. PAYMENT TERMS

9.1 All invoices issued by the Company shall be due and payable within twenty-one (21) calendar days from the date of invoice (the "Payment Due Date"), unless a different payment period is expressly stated on the face of the invoice or in the Agreement.

9.2 MSME STATUTORY COMPLIANCE NOTICE:

IMPORTANT: Mechximize Digitech Pvt Ltd is a Micro Enterprise registered under the Micro, Small and Medium Enterprises Development Act, 2006 (UDYAM Registration No. UDYAM-MH-33-0625620). Pursuant to Section 15 of the Micro, Small and Medium Enterprises Development Act, 2006 and Section 43B(h) of the Income Tax Act, 1961, the Client is statutorily required to make payment within forty-five (45) days of Acceptance of Goods or Services where a written agreement exists, or within fifteen (15) days where no written agreement exists. Payments exceeding this statutory timeline may be disallowed as business expenditure deductions under Section 43B(h) of the Income Tax Act, 1961.

9.3 The forty-five (45) day statutory payment limit under Section 15 of the MSMED Act, 2006 shall operate as the absolute outer limit for payment, notwithstanding any other payment period agreed between the parties or stated in the Agreement.

9.4 Late Payment Interest:

With effect from 1 May 2026, in the event of non-payment beyond the statutory payment period prescribed under Section 15 of the MSMED Act, 2006, interest shall accrue automatically on the outstanding amount at the rate prescribed under Section 16 of the MSMED Act, 2006 (being compound interest at three times the bank rate notified by the Reserve Bank of India) or eighteen percent (18%) per annum, whichever is higher, calculated on a daily basis from the day following the expiry of the statutory payment period until the date of actual payment in full. No separate notice, demand, or reminder shall be required for such interest to begin accruing.

9.5 The Company reserves the right to suspend the performance of any ongoing or future order, and to withhold Delivery of any Goods (whether or not related to the overdue invoice), without prior notice and without liability, in the event that any payment from the Client remains outstanding beyond the statutory payment period.

9.6 If payment remains outstanding for more than sixty (60) days beyond the Payment Due Date, the Company may, at its sole discretion, take any one or more of the following actions:

(a) refer the outstanding debt to a third-party debt collection agency for recovery;

(b) initiate proceedings before the Micro and Small Enterprises Facilitation Council under Chapter V of the Micro, Small and Medium Enterprises Development Act, 2006; and/or

All costs of recovery, including but not limited to debt collection agency fees, advocate fees, filing fees, court fees, and incidental enforcement costs, shall be borne by the Client in addition to the principal amount and accrued interest.

10. WITHHOLDING TAX / TAX DEDUCTED AT SOURCE (TDS)

10.1 Where the Client is required under applicable law, including but not limited to Sections 194C, 194J, or 194H of the Income Tax Act, 1961, to deduct Tax Deducted at Source ("TDS") from payments made to the Company, the Client shall:

(a) deduct TDS at the rate prescribed under applicable law and remit the deducted amount to the appropriate tax authority within the statutory timeline;

(b) provide the Company with a valid TDS certificate in the prescribed form (Form 16A or such other form as may be applicable) within fifteen (15) days of the end of the quarter in which the deduction was made; and

(c) ensure that the TDS credit corresponding to the deduction is duly reflected in the Company's Form 26AS and/or Annual Information Statement (AIS) maintained by the Income Tax Department.

10.2 Failure by the Client to provide TDS certificates within the timeline specified in Clause 10.1(b) shall entitle the Company to raise an invoice on the Client for the equivalent amount of the uncredited TDS. Such invoice shall be payable by the Client within fifteen (15) days of its date, without prejudice to the Company's right to claim the TDS credit from the tax authorities.

10.3 International Clients: Where the Client is situated outside India, any withholding taxes, levies, or deductions imposed by the laws of the Client's jurisdiction or any foreign jurisdiction on payments to the Company shall be borne entirely by the Client. The Company shall receive the full invoiced amount without any deduction or set-off on account of foreign withholding taxes. The Client shall provide the Company with applicable withholding tax certificates, receipts, and such other documentation as may be necessary to enable the Company to claim tax relief under the relevant Double Taxation Avoidance Agreement ("DTAA") between India and the Client's jurisdiction.

11. LIMITATION OF LIABILITY

11.1 The Company's total aggregate liability to the Client under or in connection with the Agreement, whether arising in contract, tort (including negligence), breach of statutory duty, misrepresentation, restitution, or otherwise, shall in no event exceed the total value of the specific order (PO or SO) giving rise to the claim.

11.2 The Company shall NOT be liable to the Client for any of the following, howsoever arising and whether or not the Company has been advised of the possibility of such loss or damage:

(a) loss of profits, revenue, or anticipated savings;

(b) loss of business, contracts, or business opportunities;

(d) cost of procurement of substitute goods or services;

(e) any indirect, consequential, special, incidental, exemplary, or punitive damages of any nature whatsoever.

11.3 The Client's sole and exclusive remedy for any Non-Conformity, defect, or other complaint relating to the Goods shall be rework or remanufacture as provided in Clauses 7 and 8 of these Terms. The Client shall not be entitled to any other remedy, including but not limited to damages, price reduction, or rescission.

11.4 Nothing in these Terms shall exclude or limit the Company's liability for fraud or fraudulent misrepresentation.

12. INTELLECTUAL PROPERTY

12.1 All intellectual property rights in tools, jigs, fixtures, gauges, process methodologies, manufacturing techniques, process parameters, and know-how developed, created, or owned by the Company ("Company IP") shall remain the exclusive property of the Company, whether or not such Company IP was developed, created, or refined in the course of fulfilling a Client order. The Client shall acquire no right, title, or interest in the Company IP.

12.2 The Client's drawings, designs, Specifications, and technical documentation shall remain the intellectual property of the Client. The Company shall not use, disclose, reproduce, or distribute the Client's drawings, designs, or Specifications for any purpose other than fulfilling the Client's order, without the prior written consent of the Client.

12.3 Where the Company develops any custom tooling, jigs, or fixtures specifically for a Client's order, ownership of such custom tooling, jigs, or fixtures shall remain with the Company, unless:

(a) the parties have expressly agreed otherwise in writing prior to or at the time of the order; and

(b) the Client has paid the Company separately for the full cost of development and manufacture of such custom tooling, jigs, or fixtures.

For the avoidance of doubt, the Company's process methodologies and know-how employed in the design and manufacture of custom tooling shall remain the Company's exclusive property in all circumstances.

13. INDEMNIFICATION

13.1 The Client shall indemnify, defend, and hold harmless the Company, its directors, officers, employees, and agents from and against any and all claims, actions, demands, losses, damages, liabilities, costs, and expenses (including reasonable legal fees and advocate fees) arising from or in connection with:

(a) any deficiency, error, ambiguity, or omission in the Client's design, drawing, or Specifications;

(b) the Client's use of the Goods in a manner not contemplated by the Specifications or not in accordance with good engineering practice;

(c) any third-party claim arising from or in connection with the Client's products, equipment, or systems incorporating or utilising the Company's Goods, including but not limited to product liability claims, personal injury claims, and property damage claims; and

(d) the Client's breach of any provision of these Terms or the Agreement.

13.2 The Client's indemnification obligations under this Clause 13 shall survive the completion, termination, or expiry of the Agreement.

14. FORCE MAJEURE

14.1 Neither party shall be liable for any failure or delay in the performance of its obligations under the Agreement (other than payment obligations, which shall not be excused by Force Majeure) to the extent that such failure or delay is caused by a Force Majeure Event.

14.2 The affected party shall notify the other party in writing as soon as reasonably practicable after becoming aware of the Force Majeure Event, specifying the nature of the event, its expected duration, and the obligations affected.

14.3 The affected party shall use reasonable endeavours to mitigate the effects of the Force Majeure Event and to resume performance of its obligations as soon as reasonably practicable.

14.4 If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate the affected order by giving written notice to the other party. Upon such termination:

(a) the Client shall pay for all Goods that have been manufactured and delivered prior to the date of termination;

(b) the Client shall pay for all work-in-progress completed up to the date of termination, calculated on a pro-rata basis; and

(c) the Client shall pay for all raw materials procured by the Company for the affected order, whether or not such materials have been consumed or processed.

15. CONFIDENTIALITY

15.1 Each party ("Receiving Party") shall keep confidential all technical, commercial, financial, and business information received from the other party ("Disclosing Party") in connection with the Agreement, and shall not disclose such information to any third party without the prior written consent of the Disclosing Party, except as permitted under Clause 15.2.

15.2 The Company may disclose the Client's confidential information (including drawings, Specifications, and order details) to:

(a) subcontractors, vendors, and process partners engaged by the Company for the fulfilment of the Client's order, on a strict need-to-know basis and subject to appropriate confidentiality obligations; and

(b) any regulatory authority, court, or tribunal as required by applicable law, regulation, or legal process.

15.3 The obligations of confidentiality under this Clause 15 shall not apply to information that:

(a) is or becomes publicly available through no fault of the Receiving Party;

(b) was already known to the Receiving Party prior to disclosure, as evidenced by written records;

(c) is independently developed by the Receiving Party without reference to the Disclosing Party's confidential information; or

(d) is received from a third party who is not under any obligation of confidentiality with respect to such information.

15.4 The obligations of confidentiality under this Clause 15 shall survive the completion, termination, or expiry of the Agreement for a period of three (3) years.

16. TERMINATION

16.1 The Company may terminate the Agreement or any order with immediate effect by giving written notice to the Client if:

(a) the Client fails to make any payment within the statutory payment period prescribed under the MSMED Act, 2006 and does not remedy such failure within seven (7) days of receipt of a written notice from the Company demanding payment;

(b) the Client becomes insolvent, enters into voluntary or compulsory liquidation, has a receiver, administrator, or similar officer appointed over any of its assets, enters into any composition or arrangement with its creditors, or ceases or threatens to cease to carry on business; or

(c) the Client commits a material breach of any provision of these Terms or the Agreement and, where such breach is capable of remedy, fails to remedy the breach within fourteen (14) days of receipt of a written notice from the Company specifying the breach and requiring its remedy.

16.2 The Client may not unilaterally terminate an order once manufacturing has commenced. If the Client wishes to withdraw from an order after commencement of manufacturing, such withdrawal shall be treated as a cancellation under Clause 3, and the cancellation charges specified therein shall apply.

16.3 Upon termination of an order for any reason, the Client shall be liable to pay the Company for:

(a) all Goods manufactured and delivered prior to the effective date of termination;

(b) all work-in-progress completed up to the effective date of termination, calculated on a pro-rata basis by reference to the stage of completion of the manufacturing process; and

(c) all raw materials procured by the Company for the order, whether or not such materials have been consumed or processed at the effective date of termination.

16.4 Termination of the Agreement or any order shall not affect:

(a) any rights or obligations of either party that have accrued prior to the effective date of termination; or

(b) the survival of any provision of these Terms that is expressly stated to survive termination or that by its nature is intended to survive termination, including but not limited to Clauses 7, 8, 9, 10, 11, 12, 13, 15, and 17.

17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 These Terms and any Agreement incorporating these Terms shall be governed by and construed in accordance with the laws of the Republic of India.

17.2 In the event of any dispute, difference, or claim arising out of or in connection with these Terms or any Agreement (including any question regarding its existence, validity, interpretation, performance, breach, or termination), the parties shall first attempt to resolve the matter amicably through good-faith negotiation for a period of thirty (30) days from the date on which one party notifies the other in writing of the dispute.

17.3 If the dispute is not resolved within the thirty (30) day negotiation period specified in Clause 17.2, the dispute shall be referred to and finally resolved by arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996 (as amended from time to time), subject to the following:

(a) the arbitration shall be conducted by a sole arbitrator appointed by mutual agreement of the parties, or in the absence of agreement within fifteen (15) days of the referral, by a sole arbitrator appointed in accordance with the provisions of the Arbitration and Conciliation Act, 1996;

(b) the seat and venue of the arbitration shall be Thane, Maharashtra, India;

(d) the arbitral award shall be final and binding upon both parties and shall be enforceable in any court of competent jurisdiction.

17.4 Notwithstanding Clause 17.3, the Company reserves the right to apply to the competent courts at Thane, Maharashtra for interim or injunctive relief pending the constitution of the arbitral tribunal or pending the conclusion of arbitration proceedings.

17.5 Subject to the arbitration provisions in this Clause 17, the parties hereby submit to the exclusive jurisdiction of the courts at Thane, Maharashtra, India for all matters arising out of or in connection with these Terms or any Agreement.

18. GENERAL PROVISIONS

18.1 Entire Agreement: These Terms, together with the applicable PO or SO, constitute the entire agreement between the parties in relation to the relevant order and supersede all prior negotiations, representations, undertakings, and agreements (whether written or oral) between the parties relating to the subject matter of that order.

18.2 Amendment: No amendment, modification, or variation of these Terms or any Agreement shall be valid or binding unless made in writing and signed by authorised representatives of both parties.

18.3 Severability: If any provision of these Terms is held to be invalid, illegal, or unenforceable by any court or tribunal of competent jurisdiction, such provision shall be severed from these Terms and the remaining provisions shall continue in full force and effect to the extent permitted by law.

18.4 Waiver: No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy. No single or partial exercise of any right, power, or remedy shall prevent any further or other exercise of that right or any other right, power, or remedy.

18.5 Assignment: The Client shall not assign, transfer, charge, or otherwise deal with its rights or obligations under the Agreement, in whole or in part, without the prior written consent of the Company. The Company may subcontract or delegate the performance of any of its obligations under the Agreement without the Client's consent, provided that the Company shall remain responsible for the performance of any subcontracted obligations.

18.6 Notices: All notices required or permitted under these Terms shall be in writing and shall be delivered by:

(a) registered post with acknowledgment due;

(b) reputable courier service with proof of delivery; or

to the addresses specified in the applicable PO or SO. Notices shall be deemed received on the date of confirmed delivery.

18.7 Relationship of the Parties: The relationship between the Company and the Client is that of independent contractor and customer. Nothing in these Terms or the Agreement shall be construed as creating a partnership, joint venture, agency, employment, or fiduciary relationship between the parties. Neither party shall have the authority to bind the other party or to incur any obligation on its behalf.

18.8 Survival: Any provision of these Terms that is expressly stated to survive or that by its nature is intended to survive the completion, termination, or expiry of the Agreement shall continue in full force and effect notwithstanding such completion, termination, or expiry.

18.9 Counterparts: The Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.