SET FORTH BELOW IS A NON-EXHAUSTIVE LIST OF CERTAIN TERMS AND CONDITIONS IN CONNECTION WITH YOUR ENGAGEMENT AS A MANUFACTURER AND SUPPLIER OF CERTAIN PRODUCTS (DEFINED HEREINAFTER), WITH GOYAZ JEWELLERY PRIVATE LIMITED (CIN: U36910TG2022PTC167052) (“COMPANY), BY WAY OF PURCHASE ORDERS (OR ANY OTHER DOCUMENTS OR INSTRUMENTS) EXCHANGED BETWEEN YOU (THE “MANUFACTURER”) AND THE COMPANY FROM TIME TO TIME (I.E., PURCHASE ORDERS AS DEFINED HEREIN). YOU HEREBY ACKNOWLEDGE, AGREE, AND ACCEPT THESE TERMS AND CONDITIONS BY WAY OF AGREEING TO THE PURCHASE ORDER, AND THESE TERMS ARE INCORPORATED BY REFERENCE INTO EACH PURCHASE ORDER AND SHALL FORM AN INTEGRAL PART THEREOF. THESE TERMS AND CONDITIONS READ ALONG WITH THE PURCHASE ORDERS SHALL GOVERN THE MANUFACTURE AND SUPPLY OF PRODUCTS BY YOU. THE PURCHASE ORDER SPECIFIES QUANTITIES, DESCRIPTIONS, SPECIFICATIONS, PRICES DELIVERY TERMS AND PAYMENT TERMS FOR THE PRODUCTS ORDERED AND SHALL GOVERN IN THAT REGARD. COMPANY AND MANUFACTURER ARE EACH A “PARTY” AND TOGETHER THE “PARTIES”.

 

1. SUPPLY AND DELIVERY

 

1.1 The Manufacturer shall deliver the Products to the location or warehouse requested by the Company, including as may be set forth in the Purchase Order (if applicable). The Parties specifically agree that the sale shall occur when the goods have reached such destination location or warehouse.

 

1.2 The Manufacturer shall ensure all the Products are manufactured adhering to the best applicable manufacturing standards and all Specifications as may be stipulated by the Company. The Manufacturer shall keep the Company informed about any changes in the Products including any changes or deviations from the Specifications, and/or any other differences between the actuals manufactured and the agreed Products. The Company shall have the right to reject the Products as a result of any mismatch or deviation from the details as provided in the Purchase Order and/or from any Specifications.

 

1.3 The Company may request, as part of the Specifications, for packaging or labels to include statutorily required information and certifications for Products. as may be required under Applicable Law, and the Manufacturer, agrees to include such information on the Products. 

 

1.4 The Manufacturer agrees that the Company may brand the Products as per its discretion, and the Manufacturer shall at no point claim any rights in relation to the Intellectual Property of the Products, which shall solely and exclusively lie with the Company.

 

1.5 Each shipment of the Products delivered to Company shall always conform to the relevant Specifications. The Company  and Manufacturer may agree on a returns policy in writing from time to time.

 

2. PAYMENT 

 

2.1 The Company shall pay consideration to the Manufacturer as per the prices and/or pricing schedule as set out in the relevant Purchase Order.

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2.2 The Manufacturer shall issue tax invoices compliant with Applicable Law (including Applicable Law relating to taxation including goods and services tax (“GST”)) to Company for the relevant Products delivered as per the agreed prices, upon acceptance by the Company of such Products as per the terms hereof and the applicable Purchase Order. Such tax invoices shall be raised by the Manufacturer within such period as mutually agreed upon between the Parties (including as may be specified in the Purchase Order, if applicable).  

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2.3 Manufacturer agrees that any and all consideration payable by the Company hereunder shall be inclusive of all applicable taxes, levies, duties, and charges (including GST), and Manufacturer shall issue tax invoices hereunder accordingly. The consideration paid by the Company hereunder shall constitute full satisfaction of all financial obligations of the Company in connection with the relevant Products manufactured and supplied by the Manufacturer hereunder, with no additional tax amounts to be charged or levied separately. 

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3. QUALITY ASSURANCE

 

3.1 The Manufacturer shall periodically provide copies of all the certifications obtained by the Manufacturer in connection with the manufacture of the Products for the Company hereunder including demonstrating compliance with the Specifications. 

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3.2 The Manufacturer shall ensure that all the necessary registrations, permits, and certifications (including as required under Applicable Law and pursuant to the Specifications) have been duly obtained and maintained by it at all times. The Manufacturer shall also (at its own costs) make available, and cooperate towards submission of, the Products and/or any raw materials or work-in-progress materials hereunder for testing from time-to-time by relevant testing bodies identified by the Company, as and when reasonably requested by the Company.

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3.3 Manufacturer shall immediately notify Company, on becoming aware of any matters that are likely to affect the ability of the Manufacturer to manufacture and/or supply the Products in accordance with the terms hereof and the applicable Purchase Order, and shall undertake all necessary actions to remedy such matters upon undertaking due consultation and discussion with the Company. 

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4. INTELLECTUAL PROPERTY: Manufacturer acknowledges that title and full ownership rights to the Intellectual Property and/or the Company’s Confidential Information will remain the exclusive property of Company. Any intellectual property developed by Manufacturer using the Intellectual Property during the course of manufacturing the Products shall remain the sole property of Company.

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5. COVENANTS OF CONTRACT MANUFACTURER

 

5.1 Manufacturer acknowledges, agrees, and covenants that: 

 

(a) it shall abide with all Applicable Law and comply with all applicable            requirements thereunder in connection with the performance of its obligations hereunder, including obtaining all necessary licenses, permissions, and registrations as required under Applicable Law;

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(b) the Products are and will be genuine, defect-free, safe for human usage, and do not and will not contain any deviations from the Specifications (including in respect of the quality and purity of the metals, gems, stones, and other substances used in connection with the manufacturing thereof);

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(c) the manufacture and supply of the Products by the Manufacturer hereunder, do not and will not violate, infringe upon or misappropriate any third party intellectual property rights; 

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(d) Manufacturer’s personnel deputed/deployed for fulfilling its obligations hereunder, shall for all intents and purposes and at all times, be and remain personnel or employees of Manufacturer. Manufacturer shall pay salaries and other emoluments for all personnel employed or contracted by it, in accordance with Applicable Law, and comply with all Applicable Laws in relation to such personnel; and

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(e) at no time disparage, criticize or make any adverse comment, publicly or otherwise, about the Company and/or any of its officers, directors, employees, consultants, agents, affiliates, successors, and assigns. More specifically, the Manufacturer shall not, under any circumstance whatsoever, engage in any action or make any disparaging comments that may have the consequence of damaging the reputation, value and/or the brand image of the Company and/or any of its officers, directors, employees, consultants, agents, affiliates, successors, and assigns.

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5.2. ABAC. Manufacturer represents that it shall not and shall not permit any of its affiliates, and/or any of its or its affiliates’ directors, officers, managers, employees, independent contractors, representatives or agents to promise, authorize or make any payment to, or otherwise contribute any item of value, directly or indirectly, to any third party, in each case, in violation of the Prevention of Corruption Act, 1988 (“PCA”) or any other Applicable Law relating to anti-bribery, anti-corruption, and/or anti-money laundering, in connection with the performance of its obligations hereunder and the applicable Purchase Order. Manufacturer further covenants, undertakes and represents that it shall and shall cause each of its affiliates to maintain systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) to ensure compliance with the PCA or any other Applicable Law relating to anti-bribery, anti-corruption, and/or anti-money laundering.

 

6. INDEMNIFICATION: The Manufacturer undertakes to fully indemnify, keep indemnified and hold the Company, its officers, directors, and employees (“Indemnified Parties”) harmless from and against any and all liabilities, claims, costs and expenses, or losses which the Indemnified Parties may incur, arising from, based on, or in connection with: (i) breach of any of the covenants, representations or warranties, and/or terms and conditions of hereof and/or any Purchase Order by the Manufacturer; (ii) any fraud, gross negligence, or wilful misconduct by the Manufacturer; and/or (iii) any action, claim or proceeding and/or or any order in connection with the Products and/or the manufacture or supply hereunder.

 

7. CONFIDENTIALITY 

 

7.1. Manufacturer agrees to safeguard Company’s Confidential Information against unauthorized use or disclosure with measures at least as stringent as those it employs to safeguard its own most proprietary and confidential information, and in no event with less than reasonable means. 

 

7.2. Manufacturer shall not use, disclose, make or have made any copies of the Company’s Confidential Information in whole or in part, without the prior express written authorization of the Company. 

 

8. GOVERNING LAW AND DISPUTE RESOLUTION: These terms and the Purchase Orders hereunder shall be governed by and construed in accordance with the laws of India. The courts located in Hyderabad, Telangana, India, shall have exclusive jurisdiction for any dispute arising here-from or in relation to any Purchase Orders.

 

9. MISCELLANEOUS

 

9.1. No Publicity. Manufacturer shall not issue any press release or make any other public disclosure relating to the performance of its obligations hereunder without the Company’s prior express written consent. Manufacturer shall not use the name of the Company in publicity releases or advertising or for other external promotional purposes, without securing the prior written approval of the Company.

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9.2. Independent Relationship. The relationship of the Parties hereunder and pursuant to any Purchase Order is that of independent contracting parties. The foregoing are not intended to create and will not be construed as creating between the Parties the relationship of affiliate, principal and agent, joint venture, partnership, or any other similar relationship, the existence of which is hereby expressly denied.

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9.3. Severability. If any provision of these terms and/or any Purchase Order hereunder is declared invalid, illegal or unenforceable, such provision will be severed and all remaining provisions will continue in full force and effect. 

 

9.4. Delay or omission. No delay or omission to exercise any right, power or remedy accruing to any Party, upon any breach or default of any Party hereto, shall impair any such right, power or remedy of any Party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of any similar breach or default thereafter occurring; nor shall any waiver of any other breach or default theretofore or thereafter occurring.

 

10. DEFINITIONS

 

In this document, capitalised terms utilised shall have the following meaning:

 

10.1. “Applicable Law” shall mean any applicable law, statute, rule, regulation, order, circular, decree, directive, judgment, decision or other similar mandate of any applicable central, national, state or local governmental authority having competent jurisdiction over, or application to, a Party or subject matter in question.

 

10.2. “Confidential Information” shall include all information, whether written or unwritten, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation and without the need to designate as confidential: products, designs, pricing, customer details, and business operations and specifications as may be embodied, without limitation, in specifications, design sheets, engineering data, software, source code, object codes, procedure codes, file layouts, flow charts, source listings, ideas, concepts, systems, designs, programs, structures, logic flows, file contents and algorithms, manuals, and supporting documentation.

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10.3. “Intellectual Property” shall mean and include any and all copyrighted works, underlying works, inventions, trademarks, patents, know-how, service marks, domain names, audio, video, audio-visual works, content, designs, drawings, illustrations, utility models, tools, models, methods, procedures, processes, systems, principles, works of authorship, flowcharts, books, papers, models, sketches, formulas, proprietary techniques, and other confidential and proprietary information, data, documents, instruction manuals, records, memoranda, notes, in any mode or medium, whether or not copyrightable or patentable, or any written or verbal instructions or comments, developed in relation to the Products, if applicable, and any Products manufactured and supplied by the Manufacturer hereunder), and all Specifications.

 

10.4. “Products” shall mean the products as specified and set forth in the Purchase Order along with corresponding Specifications (if applicable). 

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10.5. “Purchase Order” shall mean any individual written document containing details and quantities of Products proposed to be ordered by the Company hereunder, along with corresponding commercial terms, Specifications and other relevant details agreed between the Company and Manufacturer.

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10.6. “Specifications” shall mean any and all requirements and specifications (including parts thereof) relating to the Products as may be communicated by the Company to the Manufacturer from time to time (including under the Purchase Orders), including designs, know-how, directions, drawings, sketches and illustrations, quality standards, certifications and hallmarks (including relevant BIS hallmarks), materials to be used (including type, purity, grade, weight, and composition of metals, stones, or other materials), dimensions, tolerances, finishing processes, branding, packaging and labelling related details (including boxes and containers), and any other instructions or attributes that define the form, fit, function, quality, appearance, packaging, finishing, and other relevant characteristics for each of the Products.