Date: 03-01-2019

Johnson Matthey

Kind Attn.:- Mr. Harpreet Singh

SUB: Commercial offer for Armstrong Ceiling System for project Johnson Matthey

Dear Sir/Madam,
We thank you for inquiry and interest shown in our product. With reference to our discussion for your requirement
of Armstrong Ceiling System. Commercial offer for the same is given below:-
Sr. Item Description Tile Price Grid Price Suspension *Installation Installed Price
No. ex-warehouse. ex-warehouse. cost. ex-warehouse/ Rs/Sqm
Rs/Sqm Rs/Sqm
Accessories
ex-warehouse. Rs/Sqm
Rs/Sqm
1 Al Lay In Open Cell 1165.00 250.00 35.00 200.00 1650.00
100mm Cell Post
Coat to RAL 9010
(White) With 15mm
Suprafine 38WH Grid
System

2 Al Lay In Open Cell 1315.00 310.00 35.00 200.00 1860.00

100mm Cell Post
Coat to RAL 9006
(Silver Grey) With
15mm Suprafine
38WH Grid System

3 Gi lay in Plain 670.00 150.00 35.00 150.00 1005.00

600*600*0.5mm
With 15mm
Suprafine 32WH Grid
System

Armstrong World Industries (India) Pvt. Ltd.

Boomerang, A-304, Chandivali Farm Road (near Chandivali Studio),
Andheri (E), Mumbai - 400 072. India.
Tel: 022-3048 0800, Fax: 022-2491 3604
E-mail : helpdeskindia@armstrongceilings.com
CIN No.: U28920MH1999PTC119104
Contact us: 1800 3000 7080

www.armstrongceilings.in
 4 Gi Lay in Std Perf 810.00 150.00 35.00 150.00 1145.00
with fleece
600*600*0.5mm
With 15mm
Suprafine 32WH Grid
System

6 Dune Supreme 525.00 150.00 35.00 150.00 860.00

Microlook
600*600*15mm
With 15mm
Suprafine 32WH Grid
System
*Refer clause 3 of terms and conditions.

Thanking you and assuring the best of services at all times.

Regards
FOR ARMSTRONG WORLD INDUSTRIES (INDIA) PVT. LTD.

Nishant Gambhir
Mob: - 9312673145
E-Mail:- ngambhir@armstrongceilings.com

Note:
 Refer Terms and conditions below.
 Tax/ GST, installation charges, local transportation will be extra. Refer clause 4, 5 and 12 of the terms & conditions respectively.
 Mathadi/ loading or unloading and suspension system will be charged extra.
 Wastage will be extra as the above prices have been arrived on the basis of thumb rule, to get the exact requirement and prices kindly share the drawings.
 Material is subject to availability. Lead time of 8-9 week from the date of PO in case material is not available. Refer clause 7 of terms and condition for further detail.
 Payment terms: 100% advance along with PO. Refer clause 6 of the terms and conditions below.
 Validity: not more than 30days. For more details refer clause 2 of the terms and conditions.
 Warranty as per clause 13 is applicable provided AWI suspension system is used along
with AWI Tiles and AWI Steel Angles (Grids)
 Supply will be in boxes only

Terms and conditions:

The installed prices offered by Armstrong World Industries (India) Private Limited (‘AWI’ or ‘Seller’) to your esteemed organisation (‘You’ or ‘Buyer’) are subject to the terms and conditions
mentioned below:

In these Terms and Conditions (hereinafter referred to as “the Conditions”):

“Acceptance” means the Buyer’s acceptance of the Order;

“Buyer” means the person contracting with the Seller for the purchase of Supplies;

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“Seller” means Armstrong World Industries (India) Pvt. Ltd, whose registered office address is Boomerang, A Wing, 304, 3rd Floor, Chandivali Farm Road (Near Chandivali Studio),
Andheri (East), Mumbai - 400072;

“Contract” means the agreement as entered into between the Buyer and the Seller for the supply of the goods and shall include any subsequent amendments agreed thereto by the parties
subsequently and in absence of such an agreement the terms and condition stated hereunder shall be deemed to constitute such a Contract;

“Goods” means any goods agreed to be supplied by the Seller under the Contract;

“Price” subject to these Terms, means the price for the Supplies as quoted and confirmed by the Acceptance, and includes prices amended subsequently from time to time by the parties;

With reference to the above, the applicable Conditions for this offer are stated hereunder:

1. Acceptance of Conditions:
All installed price offers are expressly subject to the conditions specified herein and upon buyer’s assent thereto. Any conditions specified in a purchase order, invoice or other document
provided by one of the parties to the other at any point in the sale process shall not be binding unless specifically agreed to in writing by both parties hereto.

2. Price & Validity:

The prices offered are indicative and subject to change if actual site requirements differ from what is communicated to AWI by Buyer. The prices will be valid for a period of 30 days from
the date of offer. AWI reserves the right to amend rates mentioned herein without any prior notice in case of exigencies like high fluctuation in foreign exchange rates, abnormal changes in
raw material costs, shipping costs, freight or government levies.

Escalation Clause:

Offer will expire in case PO is not raised within 30 days. For delivery after 120 days from the date of Offer, escalation clause as tabulated below shall be applicable unless mutually agreed:

Sr. No. Price Validity Date Offer Amount

01 Delivery up to 120 days from the date of Offer As offered
02. Delivery between 121 days and 240 days from the date of Offer As offered + 10%
03. Delivery between 241 days and 365 days from the date of Offer As offered + 20%
04. Delivery after 365 days from the date of Offer Offer not valid. To be re-negotiated

3. Installation:
AWI is only a supplier of goods. Any reference to installation in the terms and conditions below and the installed prices offered are just for Buyer’s understanding and convenience. The
installation of goods supplied by AWI will be carried out by either an AWI Authorized Reseller/ Channel Partner (‘CP’) or an AWI Recognized Installation Contractor (‘ARIC’). The purchase
order for supply of goods shall be issued to either AWI or CP and work order for installation work shall be separately issued to ARIC/ CP. AWI will not accept any work order on behalf of
ARIC/CP. AWI does not take any responsibility for the installation work carried out by ARIC/ CP and this offer shall not be construed as a joint offer by AWI and CP/ARIC.

4. Taxes:
The prices offered are strictly indicative and exclusive of GST or any other government levies by whatever name called unless specified otherwise. In case of non-receipt of statutory
forms/certificates like Re-warehousing certificate as may be applicable, the tax or customs duty amount will be recovered from Buyer with interest and penalties, if any. Provision of installation
services by ARIC/ Dealer will be subject to applicable GST, if any and shall be charged directly by them in their installation bills.

5. Price Considerations:
 The installed prices are indicative for a single level ceiling with an average drop of 750 mm and a minimum area of 500 Sq. M within City limits.
 Firm prices/quotations shall be submitted by Dealer/ARIC after studying the reflected ceiling plan or shop drawing and inspection of job site.
 Wastage on account of extra framework for additional support etc., if any, will be charged at actuals.
 Measurement will be on wall-to wall basis with no deductions being made for openings of less than 0.4 Sq. M as per BIS 1200.
 All Light fittings, AC grilles or any other component that comes on the ceiling should be independently suspended from the slab and at no time any direct loading is allowed on AWI
tiles/grids.
 Small fittings like spot light, sprinklers, etc. should be fixed using a pattress at the back of the tile.
 Use of any other perimeter trim like Shadow molding/axioms, etc. in place of normal wall angle and/or F-up trims for vertical drops would be charged extra.
 Wall angles are considered based on 0.45 LM/Sq. M consumption. This would be charged based on actual site conditions.
 Cost of scaffolding for high height ceilings, if required would be charged extra at actuals.
 For pre-engineered buildings, a threaded GI 6 MM rode shall be provided from the framework to get the suspension system support.

6. Payment:
The payment term for this offer shall be advance/ against Irrevocable LC at Site. Such Advance payment will be non–refundable / non-adjustable.

In case of doubt arising at any time as to Buyer’s financial capability, deliveries may be suspended until Seller receives satisfactory assurances. Seller shall be under no obligation to make
any delivery when Buyer is in default hereunder or under any other sales agreement between Seller and Buyer. All credit notes are subject to fulfillment of conditions as agreed with Buyer
previously or conditions mentioned herein.

The Buyer shall not be entitled to make any deduction from the invoice price in respect of any claim. If a valid claim is admitted by the Seller, Buyer shall receive an appropriate credit.
Payments will be applied to the oldest invoices outstanding.

7. Lead time & Cancellations:

Normal lead time for all supplies are 8-10 weeks from the date of acceptance of offer (for imported goods)/ 15 days (for readily available goods) / mutually agreed (for customized goods) and
subject to fulfilling payment condition unless agreed otherwise by AWI. Any cancellation or adjustment of order against another by Buyer or refuses to accept all or any of the goods in an
order shall be governed by the provisions of Clause 16 below.

8. Indirect Losses:
So far as the law permits, AWI is not liable in any way for any indirect or consequential loss or loss of profit including, without limitation, any loss by reason of delay, defective or faulty
materials or workmanship, negligence or any act or matter or thing done or permitted by AWI.

9. Title & Risk of Loss:

Unless otherwise agreed upon by the parties and stated in Seller’s confirmation, the seller dispatches goods ex-warehouse and title and risk of goods shall pass to Buyer at the time of Seller’s
delivery of the goods to the carrier for delivery to Buyer, even though the carrier may be selected by Seller.

10. Performance and Representations:

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The Buyer acknowledges that neither AWI nor any person purporting to act on its behalf had made any representation or given any promise or undertaking which is not expressly set out in
writing, whether as to the fitness of the goods for any particular purpose or any other matter.

11. Delivery, claims and delay:

Delivery terms shall be mutually agreed upon by the parties and shall be set forth on the confirmation issued by Seller for the goods. Seller will exercise its reasonable efforts to meet the
delivery dates as specified in Seller’s confirmation. Seller reserves the right to make delivery in installments where required, and all such installments are to be separately invoiced and paid
for when due as per invoice, without regard to subsequent deliveries. Any reasonable delay in delivery of any installment shall not relieve Buyer of Buyer's obligations to accept remaining
deliveries.

Immediately upon Buyer's receipt of any goods delivered hereunder, Buyer shall inspect the same and shall notify Seller in writing of any claims for shortages, defects or damages and shall
hold the goods for Seller's written instructions concerning disposition. If Buyer shall fail to so notify Seller within three (3) days after the goods have been received by Buyer, such goods shall
conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the Buyer.

The Customer shall not be entitled to reject any Supplies by reason of any minor defect which does not materially impair the quality or appearance of the Goods.

The technical feasibility of using or installing an AWI Product can be evaluated by a trained AWI employee or an AWI CP. Therefore, unless the Buyer is an AWI CP, Buyer is not authorised
to re-sell or distribute the Goods supplied against this offer without prior express written approval from AWI.

12. Transportation:
Unless otherwise agreed upon by the parties and stated in Seller’s confirmation, delivery hereunder shall be made with transportation expenses being paid by Buyer. AWI shall not be
responsible for any breakage, shortage, damage or loss in transit.

13. Express Warranty:

Seller has complied with goods’ specifications as provided to Buyer (or if the goods being sold by Seller is a custom built goods for Buyer, to the specifications provided by Buyer to Seller)
and will be free from defects in materials and workmanship when installed in accordance with all applicable operating conditions, for a period of one (1) year after start-up (the “Warranty
Period”), regardless of their nature. Seller shall, during the Warranty Period, repair or replace any goods or parts or components of goods found to be defective. In the event Seller cannot
repair or replace the goods, Seller shall refund, or credit to Buyer, the price of such goods. Buyer agrees to provide Seller a written notice of any defect within 5 working days from the date
of installation or within 60 days from the date of invoice, whichever is earlier.

However, Seller's warranties made in connection with this sale shall not be effective if Seller has determined, in its sole discretion, that Buyer has tampered with the goods in any manner, has
failed to install the goods in accordance with industry standards and practices or has exposed the goods to conditions which are not in accordance with instructions, if any, furnished by Seller.
Such warranty shall not apply to any goods, where installation and structural integrity has been altered or repaired by anybody other than the company’s personnel or by personnel expressly
approved by the Company. Further, the warranty would be applicable subject to following minimum requirements:

i. Installation is done by an ARIC or a CP;

ii. Material is stored and installed as per applicable specifications of AWI;
iii. Installation to be carried out in humidity conditions not exceeding the levels specified in the Product and must not be carried out in areas with chemical fumes, freezing
temperature and/ or vibrations;
iv. Material must not bear any unauthorized load; and
v. AWI Tiles are used in conjunction with AWI Steel Angles (Grids).
Also the seller shall have no responsibility or liability if defective Products are installed with knowledge that the Products are defective. Seller shall endeavour to supply the goods as per the
approved samples, if any however, actual production may vary from the samples.

The above warranty clause is not applicable for goods sold under Huiyi, Alpha Lite or ArmGyp brand names.

14. Intellectual Property:

The Buyer may use the trade-mark(s) of AWI or an Affiliate thereof (including “AWI”) only if the Buyer is an authorised CP and only in connection with the sale and marketing of Goods.
The Buyer acknowledges and agrees that:
i. all patents, trademarks, copyrights and other industrial property rights used or embodied in Goods are and shall remain sole property of AWI or an Affiliate thereof;
ii. any use of such patents, trademarks, copyrights and other industrial property rights thereof by the Buyer must be approved in writing in advance by AWI; and
iii. the Buyer shall not dispute or challenge AWI right’s on any such industrial property rights in any way.

15. Warranty Disclaimer:

Except as set forth above, there are no warranties, express or implied, with respect to the goods sold hereunder. Seller expressly excludes and disclaims any implied warranty of merchantability
and any warranties of fitness for a particular purpose, application or use. Under no circumstances will either party be liable for special, indirect, incidental or consequential damages, whether
such damages are sought in contract, in tort (including but not limited to negligence and strict liability) or otherwise.

16. Cancellation and Return:

No accepted terms stated in a confirmation issued by Seller may be modified except with the prior mutual written consent of the parties. Any amendment or modification can be made only
by written agreement signed by both Buyer and Seller, setting forth the particular changes to be made and the effect, if any, of such changes on the price and time of delivery. Buyer will not
cancel this order unless such cancellation is expressly agreed to in writing by Seller. In such event, Seller will intimate Buyer of the total charge for such cancellation, and Buyer is liable to
pay such charges, including, but not limited to, storage and shipment costs, costs of custom producing non-standard materials on Buyer’s specification, costs of purchasing non-returnable
materials, cancellation costs imposed on Seller by its suppliers, and any other cost resulting from cancellation of this order by Buyer which is permitted by Seller. Certification of such costs
by Seller's independent Chartered accountant shall be conclusive on the parties hereto. The cancellation of an order includes adjustment of one order against another.

Goods once sold will not be taken back unless agreed by Seller in exceptional circumstances or where material has not been dispatched as per the Buyer’s order read with the Warranty Clause.

17. Compliance with Laws:

Seller warrants that the goods, to the extent based on Seller’s specifications, shall comply with all Indian Federal, State and local laws, regulations and ordinances affecting the goods. Buyer
warrants that its purchase and use of the goods, as well as any specifications provided by Buyer to Seller for the goods, shall comply with all Federal, State and local laws, regulations and
ordinances affecting the goods. The Buyer agrees that it has read and understands the AWI Code of Business Conduct and Anti-Corruption Policy at
https://www.armstrongceilings.com/static/corp/files/90071.pdf.

18. Termination:
In the event that either party hereto breaches a material obligation imposed upon it by this agreement, the non-breaching party may give the breaching party notice of such breach and the
breaching party shall have 15 business days to remedy such breach. In the event the breaching party does not remedy such breach in the time frame provided, the non-breaching party may
immediately terminate this agreement by giving notice of such termination to the breaching party. The right to terminate this agreement is in addition to any other right the non-breaching
party may have at law or in equity regarding such breach.

Notwithstanding the above, either party may immediately terminate this agreement if the other party becomes insolvent, enters into bankruptcy or a receiver is appointed in respect to any of
its business or an assignment is made for the benefit of creditors.

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19. Confidentiality:
Each party agrees to hold in confidence and not disclose to any third party or use for its own benefits, other than as may be approved by the disclosing party, any confidential or proprietary
information supplied to it by the other party hereto pursuant to this agreement. Confidential information shall not include information which

(i) is within or becomes part of the public domain,

(ii) is disclosed by a third party not under an obligation of confidentiality with respect to such information,
(iii) was already within the party’s possession prior to its disclosure by the disclosing party, and
(iv) is independently developed without use of the disclosing party’s confidential information.

20. Force Majeure:

Seller shall not be liable for its failure to perform its obligations under this agreement when such failure results from any cause beyond Seller’s reasonable control, including but not limited
to fire, flood or other act of God, strike or labor difficulty or disagreement, accidents at Seller's facilities, acts or requirements of government or civil authority, riot, war, embargo, truck or
car shortage or other transportation delay or difficulty. In the event of such delay, the date of delivery shall be extended for a period equal to the time loss by reason of such delay. If such
force majeure event continues for a period of 30 days, the party not impacted by the force majeure event shall be entitled to terminate this agreement upon notice to the other party. In the
event of termination, Buyer shall reimburse Seller for all reasonable costs incurred to the date of the force majeure event and Buyer shall be entitled to take control of the goods or any part of
the goods for which it has compensated Seller.

21. General:
i. The terms and conditions specified herein supersedes all our previous terms and conditions agreed with the Buyer.
ii. No indulgence, forbearance or previous waiver extended by either party to the other shall constitute any waiver of any right or remedy.
iii. The buyer shall not assign, charge, or otherwise dispose of the contract or any of its rights thereunder without the Seller’s prior written consent.
iv. All product dimensions and weights are approximate.
v. Each delivery of the Products shall constitute a separate contract.
vi. Seller reserves the right to make changes in the design and specifications of the Products.
vii. In respect of any Products not appearing on the current price list of Seller from time to time, Buyer must order such Products in writing, providing complete details of
such products, which shall include but is not limited to, quantities required. The quantities required shall include quantities for such purposes as repair, maintenance,
damage and wastage. A set-up charge may be applied in some instances.
viii. All notices or other communications under this Contract shall be in writing in English addressed to the addressee’s registered office or address stated in the Order (or
other address notified to the other party) and shall be sent by hand (and thereby be deemed served when properly left at such address) or by first class pre-paid post (and
thereby be deemed served 48 hours after posting) or by e-mail (and thereby be deemed served 12 hours after satisfactory confirmation of the notice being sent is received
by the sender).
ix. Nothing in any Contract or pursuant to these Conditions shall be deemed to constitute a partnership between the Seller and the Buyer nor constitute either party the
agent of the other for any purpose.
x. The Contract shall be governed and construed in accordance with Indian law and the Buyer irrevocably submits to the exclusive jurisdiction of the courts of India
provided that (and without prejudice thereto) the Seller shall be entitled to apply for any provision of conservatory measures or interim relief in any other court having
jurisdiction.
xi. A payment shall be deemed made when credited to the payee’s bank account and is cleared funds.
xii. Visit to AWI facility by a Government official will need to fill in a prescribed form.
xiii. If any provision of any Contract is wholly or partly invalid or unenforceable then:

(a) if by applying to it a restrictive interpretation it would not be so invalid or unenforceable, that restrictive interpretation shall be applied to it; and

(b) subject to the preceding sub-clause, the provision or part of the provision which is so invalid or unenforceable shall be deemed to be deleted from the Contract
and shall not affect the validity of the remainder of the Contract.

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