TERMS AND CONDITIONS OF SALE OF GOODS - NYLON TYRE CORD FABRICS (NTCF)

I. GENERAL
1. The Contract shall be from principal to principal.
2. Any variation or supplements to these articles and all verbal arrangement shall only
be binding upon seller if confirmed in writing by seller.
3. Orders shall only be binding if and when confirmed in writing by seller.
4. It is expressly agreed by the Buyers that they shall not resale the goods covered
under this invoice unless otherwise agreed to by the seller in writing.

II. DELIVERY
1. Delivery shall be deemed to have taken place as per the agreement entered with the
buyer or as soon as the goods leave Seller’s factory, as the case may be.
2. In case of ex-factory, the date of the Railway receipt or the receipt obtained from any
other transport agency with respect to the consignment shall be deemed to be the
date of delivery or in other cases the deemed date of delivery shall be as per that
agreement.
3. In case of ex-factory, the seller’s responsibility ceases immediately on deemed date
of delivery and goods dispatched by road transport and/ or goods trains entirely at
the buyer’s risk and the sellers will not be liable for loss of goods in transit unless
otherwise specified.
4. If desired by the Buyer, the goods shall be insured against transportation risk and
premium shall be charged extra to the Buyer.
5. Acts of God, lack of raw material, strikes, unforeseen operating or shipping difficulties
or any other obstructions beyond the control of Seller shall release Seller (for the
duration of such disturbances and their consequences) from the obligation to deliver
by the agreed date. If such date is exceeded by more than two months, then Buyer
and/or Seller shall be entitled to cancel the contract to the extent of goods not then
delivered.
6. In case the economy in the country of Buyer is seriously affected by war, civil war or
similar events, Seller shall have the right to cancel the contract to the extent to the
extent of goods not then delivered.
7. Any release of the goods using yarn supports or other packing material provided by
Seller shall be subject to the prior written consent of Seller. It is expressly agreed that
Buyer has purchased the goods under this invoice for manufacturing products by
Buyer.
III. PAYMENT
1. Unless otherwise expressly provided the sale price shall be exclusive of applicable
taxes, whether imposed by Central Govt, State Govt or local Bodies or any other
authorities. Seller shall be entitled to charge/levy such taxes as so imposed by the
said authorities or in force at the time of generation of invoice/delivery, as the case
may be, irrespective of delivery time stated in the invoice.
2. Payment shall only be considered to have been made to the extent of the invoiced
amount received in the bank account of the seller. If Seller accepts cheques or bill of
exchange, such acceptance does not imply that Buyer has effected payment.
3. Payment shall be made by Buyer against delivery unless expressly provided in the
invoice.
4. In case of Sale against letter of credit (LC), LC shall be open before deliver of goods for
the invoice amount and shall be irrecoverable and without recourses with a schedule
bank in India in favor of the Seller for the full amount of the invoice quantity. The
format of LC shall be executed only after approval of the seller. LC shall be discharged
by the bank in favor of Seller on presentation of invoice and/ or delivery ordered
issued by the Seller, and/ or relative railway, transport receipt. LC shall not require
Sellers to produce any documents to the bank other than that mention in this clause.
5. All claims of Seller arising from transactions with Buyer shall become due and payable
immediately as per para II (2&3) of this clause unless otherwise extended in writing
by the seller.
6. If any payment that has become due and payable is not made by Buyer within grace
period, if any, provided by seller in writing, Seller shall have the right to cancel the
contract without prejudice to Seller's other rights and Buyer shall without prejudice
to any other right of Seller be liable to pay interest at a yearly rate of not less than 5%
in excess of the commercial bank lending rate to prime borrowers of the country of
either Seller or Buyer at Seller's option..
7. In case invoices have been raised for goods to be dispatched in installment, Seller
shall also have the right to demand invoiced amount even though goods still to be
delivered as per clause 3.
8. Seller shall have rights to cancel all contracts and grace period granted to buyer for
payment if Seller has any reasonable doubts about Buyer's solvency. Under such
circumstance all amount payable including interest shall be due for payment
immediately.
9. Any expenses, including fees and tax arising in connection with the contract in buyer's
and seller’s country which was not known at the date when the contract was
concluded, shall be borne by Buyer.
 10. lf payment is agreed to be effected in a currency other than that of Seller's country
and if the official rate of exchange at the time of payment differs by more than 3%
from the rate effective at the date of the contract, then Buyer and/or Seller shall be
entitled to withdraw from the contract to the extent of goods not delivered as per
para II (2&3). If, Seller should suffer any loss in exchange owing to late payment;
Buyer shall compensate Seller for such loss.

IV. RESERVATION OF TITLES

1. If any payment that has become due and is not made by Buyer within a reasonable
period of grace, or if Seller has any reasonable doubts about Buyer's solvency, then
 Buyer shall not be entitled to pledge, hypothecate, or transfer goods, purchased
from seller, to third parties including Bank and financial institutions.
 The title to the goods, in favor of buyer, shall also be extended to the new products
made by processing or after treatment at buyer’s place using the seller’s material
 Sellers shall have right to dispose, without any demurrage charges and directly from
seller premises, goods
• purchased by buyer from seller and
• new products produced by buyer, within its premises, by way of processing or
after treatment using the seller’s material
2. Taken back of goods, as mentioned in this clause, would not be considered as
cancellation of existing contract.
3. Buyer shall properly insure the goods, lying at seller premises and to which Seller has
or reserves title under this clause,
• purchased by buyer from seller and
• new products produced by buyer, within its premises, by way of processing or
after treatment using the seller’s material
4. If desired by Seller, Buyer shall provide evidence that such insurance has been
affected by Buyer and it is further agreed that any and all claims under such insurance
are assigned to Seller in advance.
5. At Seller's request Buyer shall cooperate with Seller in respect of all measures to
secure Seller's right.

V. BISFA and INCOTERMS

Fulfillment of the contract as well as any tests made shall be governed by the rules of the
"International Bureau for the Standardization of Man-Made Fibers" ( BISFA) The
provisions of "INCOTERMS" and supplements of the International Chamber of Commerce
shall apply to all trade terms used by Seller according to commercial practice, such as
'fob" or "cif'.
VI. COMPLAINTS
1. Any guarantee of specific properties of or in the goods shall only be effective if and
when confirmed in writing by Seller.
2. Complaints about quality shall only be made for goods that have been sold as "first
quality". Slight deviation of natural or dyed color shall not be deemed a defect in
quality unless it should result in a marked reduction in the useful value of the
products made thereof.
3. Any compliant identified by sight shall be made in writing within 24 hours from the
date of receipt of goods with necessary evidence.
4. Any complaints of technical nature shall be notified by the buyer in writing within 30
days from the date of the receipt of the goods and shall be submitted along with
evidence, samples, packing lists, number of cases or packages etc. or any other details
as may require as evidence. The burden of prove shall rests with Buyer.
5. If Buyer fails to notify any fault within the period specified above or if the goods in
respect of which there is a claim are processed in any way or sold without written
consent by Seller, all claims with respect to faults shall become null and void.
6. If Buyer has made a claim in accordance with the provisions of this Article which
proves justified, Seller shall offer a reasonable reduction of the invoice price or
replacement of the goods concerned to the extent they have not been treated or
processed.

VII. LIMITATION OF LIABILITY

1. Seller's liability shall be limited to the immediate damage caused by defective goods.
Any claims for damages, provided they are substantiated beyond doubt shall be
limited to twice the invoiced value of the processed defective goods.
2. Where Seller gives technical advice to Buyer with respect to the processing or
treatment of the goods, it is agreed that such advice is given without any liability on
Seller's part.

VIII. PACKING MATERIAL

If Buyer fails to return any yarn supports/shell rolls or other packing material which
remain Seller's Property within the period of time to be fixed by Seller and in a state
allowing their reuse, Seller shall be entitled to debit Buyer account for the same at
replacement value and to demand immediate payment, therefore.

IX. TRADEMARKS
In case of goods sold under a trademark, such trademarks shall not be used for products
made from these goods without the prior written consent of Seller.
X. APPLICABLE LAW AND COMPETENT COURTS
The contract shall be governed by the law of Seller's country to the exclusion of the
Uniform Law on the International Sale of Good according to the Hague Convention of
1964. Should any provisions of the contract or of these Articles be or become ineffective,
all other provisions shall remain in full force. Any dispute arising from the contract shall be
settled exclusively by the competent courts at Seller's domicile, Mumbai, in state of
Maharashtra, India. Seller shall, however, have the right to commence proceeding before
a court at Buyer's domicile.
 TERMS AND CONDITIONS OF SALE OF GOODS – YARN AND OTHER FABRICS (NFY)

I. PAYMENT
1. Payment shall be made by the Buyer’s against delivery.
2. The Seller shall issue the invoice in favor of the buyer even though the order placed by the
dealer copy of invoice will also be sent to dealer vide system generated mail.
3. In case of Sale against letter of credit (LC), LC shall be open before deliver of goods for the
invoice amount and shall irrecoverable and without recourses with a schedule bank in India
in favor of the Seller for the full amount of the invoice quantity. The format of LC shall be
executed only after approval of the seller. LC shall be discharged by the bank in favour of
Seller on presentation of invoice and/ or delivery ordered issued by the Seller, and/ or
relative railway, transport receipt. LC shall not require Sellers to produce any documents to
the bank other than those mention in this clause.
4. The dealer is required to make the payment as per prevailing sales policy at time of
Invoicing. Sales on 7th day (RTGS) or 4th day vide Cheque for Intra-state& on 11th day
(RTGS) or 8th day vide cheque for Inter-state from Invoice date.
5. The interest @ 18% shall be charged in case of delay payment, beyond due date as
mentioned in clause-4.
6. If Dealer makes payment to the Company on behalf of the buyers under Dealers
Agreement, Dealer shall be subrogated in place of the seller with all the rights of seller for
recovery of dues from the buyer with regards to all the monies paid by dealer to the seller
together with interest and all costs, charges and expenses suffered or incurred by Dealer.
Dealer can also file a suit against the buyer and in no case the buyer can raise any questions
even before the court of law that the seller has supplied goods to the buyer and dealer have
no right to recover the money. The dealer only hasto show the proof of payment including
the letter issued by the seller for payment received on behalf of buyer before the court in
this regard.

II. DELIVERY
7. The Sellers are not under any obligation to give information that the goods are ready for
delivery at the godown of the Seller or distributing agent (if any). However, in the event of
such intimation, the Buyers shall agree to take delivery of the goods mentioned in such
intimation within 24 hours from the receipt of such intimation.
8. After intimation as per para-7, buyer shall bound to take all goods ready for delivery. If
buyer failed to lift goods before due date as per para-7 orlift only the part of goods then the
remaining goodsshall be only held by the Sellers on account and risk of Buyers as regards to
loss, damage, deterioration or otherwise. In such circumstance, the buyer shall not raise any
queries or claim with regards to quality of goods on account of short lifting of goods or non-
 lifting of goods from seller godown. The Seller, at its sole discretion, shall be entitled to
charge invoice value of goods lying with seller. The Sellers after giving not less than 7 days’
notice to the Buyers, which shall be deemed to have been duly delivered if sent by
registered post to the last known place of business or residence of Buyers, shall be entitled,
at the risk of buyer, to public auction and/ or private sale or both on such terms and
condition as the Seller may think fit. If the net sale proceeds of the goods shall be less than
the price/invoice of the goods along with all other charges plus interest as mentioned in this
policy, the Buyers shall undertake to pay on demand the deficit to the Sellers. In case, If the
netsale proceeds of the goods shall be more than the price of the goods along with all other
charges plus interest as mentioned in this policy, the seller shall adjust the payment dues
against the buyer.
9. If the Seller is not able to deliver the entire goods or any part thereof within the specified
time period by the reason of seller’s working short time due to Force Majure or
governmental restriction, temporally closure of seller’s plant, fire, war, stoppage /hindrance
in the supply of raw materials, flood, power explosion, accident, strike, riots, lock out,
disorganization of labor/transport, breakdown of machinery or anyinevitable/ unforeseen
event beyond the directly or indirectly control of the sellersand interfering with working of
the plant of the Sellers then the Buyers shall bound to take delivery of such part of good as
the Sellers may be in a position to deliver (if any) andthe time forcompleting the remaining
invoice quantity be extended for such time as the Sellers may at their solediscretion decide
considering the aforesaid [Link] that if the sellers are unable to deliver the goods
for three consecutive months according to English Calendar, then the Buyershall have the
option to cancel the contract by giving notice in writing to the seller in respect of the
remaining invoice [Link] such event,the byer bound to take delivery of goods subject
of buyer invoice or any part thereof, stored at the seller’s or distributing agent’s godown
pending delivery or in process of production (WIP). Goodsdestroyed or damaged by fire,
water, or other causes beyond the seller’s control and rendering goods unfit for sale, the
contract in respect of such goods shall be deemed to have been discharged as per para-8 or
cancelled by mutual consent only. In such circumstances, the Buyershall have no claim
against the seller in respect of such goods in court of law or otherwise. In case the buyers
had made advance payment in respect of such goods, the buyers shall be entitled to get
refund thereof of adjustment of dues, if any, as per the [Link] Sellers shall have a
general lien on all goods of the Buyers for the time being in the possessions of the
Sellers(including goods already paid for but of which delivery may not have been taken by
the Buyers) for the total amount due to the Sellers for the time being under this invoice and
also for any amount due to the Sellers under any other invoice with the Buyers either alone
or jointly.
 10. The Sellers will have the option to deliver sub-standards or lower grade yarn, if buyer agree,
in place of the first grade or any other grade yarn. Price of sub-standards or lower grade
yarn shall be mutually agreed price. Further, the buyer shall notclaimabout quality and price
in respect of such sub-standard or lower grade yarn once agree.
11. In case of goods dispatched by rail or any other transport agency, the date of the railway
receipt or receipt obtain for any such transport agency in respect of the consignment shall
be deemed to be the date of delivery. In all other case the delivery date shall be the date on
which the goods leave the Seller warehouse/Seller factory/Seller/godown.

III. QUANTITY
12. The goods sold under this invoice are strictly on understanding that the Sellers invoice
WEIGHT is final.

IV. COPS
13. Normally the goods will be supplied by the Seller to the Buyer on Paper tubes & sometimes
on cops, unless otherwise specified in the delivery order and / or [Link] is aspecific
condition of the sale that the Buyer shall return the cops to theSellers at the place of
delivery of goods i.e. either at the factory site at Pune godown or godown at the up-country
centers, if any in case the Sellers have a godown at any such centre for delivery of goods. It
is also a specific condition that such return of cops shall be effected as aforesaid within a
period of 45 (Forty Five) days from the date of delivery goods, time being the essence of the
transaction and that the cops shall be returned in good condition and to the entire
satisfaction of the [Link] the Buyers fail to return the cops within 90 days of delivery, the
Buyers shall be liable to pay on demand to the Sellers liquidated damage calculated at the
market value of the cops prevailing on the date of demand as determined by the
Sellersbased on prevailing company’s policy in this regard including tax, if any, or a sum of
Rs 10/- whichever is higher. The decision of seller shall be final, conclusive, and binding on
the Buyers.
14. In the event of the buyer returning the cops otherwise then in good condition and to the
satisfaction of the Sellers. The Buyer shall be liable to pay equal to the value of the loss or
damage caused to the cops for any reason whatsoever. The value of such loss or damage to
be determined by the Sellers, whose decision shall be final, conclusive, and binding on the
Buyers.

V. BEAMS
15. Beams pivots are the property of Sellers. They are returnable altogether by the Buyer within
7 days from the date of invoice. All expenses regarding damage to the beam pivot will be
recoverable from the Buyer.
 16. Any complaint regarding quality of yarn on beam must be made within seven days from the
receipt on the goods. Complaints received thereafter will not be [Link]’s
responsibility regarding the quality of yarn ceases when beam is converted into gray fabric
or any other form.

VI. PACKING MATERIAL FOR YARN

17. If Buyer fails to return yarn support (like Jumbo Box, pallets, PVC sheets) or other packing
material which remains Seller’s property within the period of time to be fixed by Seller and
in a state allowing their re-use, Seller shall have right to debit Buyer for the same at
replacement values and to demand immediate payment thereof.

VII. QUALITY OF GOODS

18. The Buyers at the time of taking delivery shall examine the packing. No complaint related to
packaging shallbe entertained by the Seller after delivery of goods is affected.
19. Allother disputes regarding the contracted goods shall be communicated to the seller in
writingwithin two weeks from the date of delivery of the goods. No complaint shall be
entertained after the expiry of two weeks from the date of delivery of goods. If it is found
on inspection that the goods tendered are not of the invoice quality the same will be
replaced by the Sellers or price of goods will be refunded at the option of the Sellers.

VIII. QUALITY DISPUTES

20. In case of disputes regarding the quality of goods, such disputed goods will betested in the
laboratories of the Sellers according to their system of testingin the presence of the
representative of the Buyer if the buyer sodesire, and the result of such test would be
binding onthe parties hereto.
21. The Buyer shall bring at their cost and risk the goods inquestions for being tested in the
Sellers laboratory.
22. If goods are not of the correct quality the same shall be replaced bythe Sellers who in such
event shall also bear the reasonable expenses oftransporting the defective goods to the
Sellers laboratory and redelivery ofthe respected good.
23. if goods found to be of correct quality or damaged by Buyer or his agents, Seller is not liable
for replacement of such goods and to bear any types of charges.

IX. TRADEMARKS
24. The goods under this invoice shall bear trademark as may be decided by the Seller from
time to time. The Buyers agree not to use any other trademark or any expression without
the seller’s prior written consent. The Buyer shall be free to sell their products containing or
consisting of goods under this invoice provided they incorporate as a condition of their sale