CONDITIONS OF SALE COS-105

Acceptance of all orders for execution by us shall always be subject to the following terms and conditions unless where expressly waived or
modified by us in writing. Terms and conditions stipulated by the Purchaser are not binding on us unless accepted by us in writing.

1. PRICES
Prices quoted are for delivery Ex-Works/Godown Kolkata in unpacked condition unless otherwise stated in the offer. If we are called upon to
do packing, the charges will be extra as stated in the offer. Forwarding charges will be extra as stated in the offer for despatch by Rail/Road.
However forwarding charges will be NIL if the goods are collected by Purchaser or his authorised agent from Wesman's works/Sub-
Contractor's works/Godown at Kolkata. Prices quoted herein are based on labour and material costs prevailing at the time of offer. Increase
in such costs before completion of contract plus applicable overhead may be invoiced to Purchaser.

2. TAXES AND DUTIES

Sales Tax (State/Central), Excise Duty, Octroi and other taxes/duties, as applicable will be levied extra at the rates ruling at the time of
despatch/invoicing. If Purchaser is entitled to claim preferential rate of Sales Tax, the order should be accompanied by a valid Sales Tax
Declaration Form, failing which, Wesman will charge Sales Tax at full rate without further reference to the Purchaser and no claim for refund at a
future date will be entertained after the goods are despatched. For despatches from Kolkata, preferential sales tax forms are to be made
out to our registered office at Kolkata

Further should any Central, State, Municipal or other laws be enacted subsequent to date of his offer, the direct or proximate result of which
will be to increase the basic labour, material and any other costs, Purchaser agrees to reimburse Wesman for such increased coasts upon
being invoiced for them.

EXCISE DUTY
a. Excise duty will also be applicable on packing and forwarding charges of excisable items, as per prevalent excise rules.
b. Excise duty will be charged on ruling list price (irrespective of price at which order is accepted) and ruling rate at time despatch.
c. The excise duty amount would be claimed extra at actuals and documentary evidence i.e. gate pass would be furnished on request. In
case the products are manufactured by sister companies/sub-contractor/ancillaries which require payment of excise duty on our selling
price, the excise duty amount would be claimed by us as reimbursement against the gate pass issued by the respective sister
company/sub-contractor/ancillary.

3. PAYMENT / DESPATCH
40% value of the order is payable in advance with the order which will not earn any interest on any account whatsoever. Balance, including all
applicable taxes, duties, packing and forwarding charges etc. will be collected through bank by a sight draft against Rail Receipt/Lorry
Receipt. Payment should be made immediately on presentation of the bill by the bank. Interest will be charges @ 24% per annum after a
lapse of 5 days from the date of presentation of Wesman's sight bill. This will apply to part despatches as well. All Bank Charges of the
Purchaser's Banker will be borne by the Purchaser. Purchaser is to specify his Banker's name and address in the Purchase Order.

For local delivery, balance payment has to be made against Proforma Invoice on our notifying that goods are ready for collection. In case of
delay beyond 5 days from date of presentation of Proforma Invoice, interest charges @ 24% per annum will apply till date of payment.

For outstation delivery, if customer desire delivery by road transport and are nominating their own carriers, such carriers must be Bank
approved. Customers nominating the carriers are also requested to give a choice of 2/3 transporters, so that the despatches are not held up
due to inability of any of the carriers is not being able to offer the trucks in time. In case Purchaser nominates transporters who are not Bank
approved, such transporters will have to satisfy our internal approval formalities, failing which we reserve the right to despatch through any
one of our regular approved road carrier at their standard rates. In such an event no disputes will be entertained. Unless specifically
requested in the order, Wesman will not negotiate rates with the Purchaser's nominated carrier.

Door Delivery requested by Purchaser may be entertained, subject to production of consignee copy to the carrier after making payment and
clearing documents from the Bank.

4. VALIDITY
This offer will remain valid for acceptance if the firm order and advance reaches us within 30 days from the date of offer, unless otherwise
specified, except that Wesman reserves the right to withdraw the offer at any time before formal acceptance by Purchaser and approval in
writing by an Officer of Wesman.

5. GENERAL CONDITIONS
There are no understandings between parties hereto as to subject matter of this offer other than as herein set forth and in accompanying
letters specifically referred to herein. All previous communications between parties hereto, either verbal or written are hereby abrogated and
withdrawn and acceptance of this offer with specifications, drawings, catalogues and accompanying letters specifically referred to herein
constitutes whole agreement between parties hereto. Contract cannot be assigned nor may general conditions be modified except by duly
approve d agreement signed by both parties, except that it may be assigned without such consent to successors of either party, or to a
person, firm or corporation acquiring all or substantially all of business and assets of such party. Any provisions of purchase order or
specification which may be issued after this offer has been accepted by Purchaser and which are additions to or in conflict with provisions of
this proposal shall not be binding on Wesman unless duly approved in writing by both parties to contract. Safety devices required by law or
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COS-105 WESMAN
custom in addition to equipment specified herein are supplied by Purchaser. This contract shall not be binding until it and acceptance thereof
shall have been approved by an Executive Officer of Wesman.

6. WARRANTY
All equipment sold by Wesman, except as noted below is warranteed for a period of twelve months from the date of shipment to Purchaser
to be free from defects in material and workmanship disclosed under normal use and service. If Purchaser within this period notifies
Wesman in writing of any claimed defect in any equipment component delivered by Wesman, and such component is found by Wesman,
after appropriate tests and inspection, not to be in conformity with this warranty. Wesman will at its option and expense either repair the same
or provide a replacement, except that Purchaser will pay all transportation charges.

The foregoing warranty does not cover, and Wesman makes no warranty with respect to:
a. Failures not reported to Wesman within the warranty period above specified.
b. Failures or damage due to negligence (other than that of Wesman), accident, abuse, improper installation (Other than installation
made by Wesman), improper operation, or abnormal conditions of temperature, moisture, dot or corrosive matter.
c. Equipment that has been in any way tampered with, repaired or altered by anyone other than authorised representative of Wesman.
d. Equipment damaged in shipment or otherwise without the fault of Wesman.
e. Expenses incurred by Purchaser in an attempt to correct or repair any alleged defect unless approved by Wesman in writing.
f. Articles purchased by Wesman and resold without alteration. As an accommodation to its customers, Wesman will, upon request of
Purchaser, reassign any rights it may have arising out of warranties given by any manufacturer of materials or standard equipment
purchased by Wesman and resold to Purchaser.
g. Quality of product or process of manufacture on which equipment is used.
h. Wear and tear components such as, but not limited to, rubber parts, oil seals, thermocouples, burner blocks, fuses, lamps and other
electrical components that might be considered in normal usage to have a life expectancy less than warranty period.
i. Any losses, costs, expenses, liabilities and damages (including, but without limitation to, loss of use or profits, damage to persons or
property. all liabilities of Purchaser to its customer or third persons, and all other special or consequential damages) whether direct
or indirect, and whether or not resulting from, or contributed to by default or negligence of Wesman, its agent's employees or
subcontractors, which might be claimed as result of use or failure of equipment delivered.

Wesman makes no further warranty, either express or implied or by trade usage in connection with design, sale or use of any of its products,
and Wesman's liability on its warranty shall in no event exceed cost of correcting defects in equipment sold or replacing same with non-
defective equipment.

7. DELIVERY
Shipping dates are approximate and based on prompt receipt of all necessary information. Wesman will make every attempt to meet
specified dates but in no event can these dates be guaranteed. Wesman's obligation to make shipments on date specified herein shall be
subject to force majeure applying to Wesman/and Wesman's subcontractors.

a. Delivery of goods to a carrier at Wesman's plant or other loading point shall constitute delivery to Purchaser and any further cost and
responsibility thereafter, for claim, delivery, loss or dam" including placement and storage at Purchaser's site, shad be borne by
Purchaser, unless otherwise stipulated. Wesman reserves right to make delivery in instalments, unless otherwise expressly stipulated
herein, all such instalment to be separately invoiced and paid. for when due per invoice, without regard to subsequent deliveries. Delay in
delivery of any instalment shall not relieve Purchaser of obligations to accept remaining deliveries. Claim for discrepancies in delivery
must be made verbally or otherwise within 5 days of receipt of material and confirmed in writing to Wesman within 10 days after receipt
of shipment and failure to give such notice shall constitute unqualified acceptance and a waiver of all such claims by Purchaser

b. Wesman shall not be liable for any loss or damage as a result of any delay in delivery or installation due to any cause, including, without
limitation, an act of Purchaser, embargo, or other governmental act or authority regulation or fire, floods, theft, accident, strike,
slowdown, a war, riot, delay in transportation, inability to obtain necessary labour, materials or manufacturing facilities.

c. In the event of any such delay, date of delivery shall be extended for a period equal to time lost by reason of delay.

d. Should Wesman incur additional costs due to inability of Purchaser to accept delivery of materials or to permit normal and unrestricted
installation of equipment covered by this offer, such additional costs shall be on account of Purchaser.

8. FORCE MAJEURE
In all cases where a time schedule for despatch, delivery, erection or completion has been specified, the time for delivery shall be extended
by a reasonable period if delay in despatch, erection to completion is caused by instructions or lack of instructions from the Purchaser or by
industrial disputes, strikes, lock-outs, war, fire, accidents. defective materials, approval of drawings or by any cause whatsoever beyond our
and our subcontractor's/suppliers reasonable control. If during the execution of the contract some or all materials are delayed, lost or
damaged, Wesman shall not accept any liability for delay or non-completion of the contract. We shall be under no liability if we or our
subcontractors/suppliers are prevented from carrying out any of our obligations by reasons of war (whether declared or not), invasion, act of
foreign enemy, hostilities, riots, civil commotions, labour disturbances, strikes, lock-outs, mutiny, insurrection, rebellion, revolution, accidents,
earthquakes, fire, floods, Government orders or restrictions, delay or inability to obtain materials due to import or other statutory restrictions,
lack of wagon or shipping space, interruptions/restrictions on power supply, damage to plant, machinery or equipment or any other cause
beyond our/our subcontractors/suppliers reasonable control.

9. STORAGE
When the goods are in a deliverable condition and are ready for despatch and the due intimation thereof has been given to Purchaser the
goods shall be deemed to have been unconditionally appropriated to the contract. If the Purchaser after such intimation thereof are negligent
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COS-105 WESMAN
and/or fail, to take delivery of the goods as per terms of contract as a consequence whereof the despatch is delayed and the goods remain
stored in Wesman's godown, Wesman shall be entitled to charge for the storage thereof per week or part thereof at the rate of Rs. 50/-
(Rupees Fifty) per cubic meter or part thereof, so long as Wesman's storage facilities permit, which will not be less than two weeks.

Even if after the expiry of such period, the Purchaser is found to be still negligent or not interested to take delivery of the goods, Wesman
after waiting for such reasonable period as circumstances permit and after giving due intimation to the Purchaser, shall be entitled to resell
the goods on behalf of the Purchaser and after re-imbursement of Wesman's loss or damage and/or other dues, the balance, if any, will be
paid back to the Purchaser. But if the re-selling price is not sufficient, to meet the loss or damage and/or other dues, Wesman shall be fully
compensated by the Purchaser in respect of the balance of money due to Wesman from the Purchaser.

10. INTEREST CHARGE

After Wesman has notified the Purchaser that the goods are ready for despatch, if the Purchaser asks for postponement of the delivery or
causes, delay in Wesman despatching the equipment, interest @ 24% per annum will be charged for the period commencing 15 days after
Wesman's intimation that the goods are ready, until the goods are taken delivery of by the Purchaser.

11. TRANSIT RISKS AND INSURANCE

Wesman shall not be held responsible for any damage, theft, breakage, loss or non delivery etc. once the goods have been handed over to
the Carriers and the goods once despatched/delivered are entirely at the responsibility and risk of the Purchaser. Any claim arising out of the
above contingencies are to be settled by the Purchaser directly with the Carrier or with Insurance Companies and on no account shall be
held responsible for such losses for any reason whatsoever.

Goods after delivery to the Carriers are at the Purchaser's risk and must be paid for notwithstanding the destruction thereof or any loss or
damage thereto. Wesman strongly recommends the Purchaser to insure the goods in transit in special circumstances, and on receipt of
clear written request, Wesman can arrange to insure the goods against transit risks with Wesman's underwriters at an extra cost which will
be borne by the Purchaser. In such a case all insurance claims are to be settled by the Purchaser, directly with the Insurance Company.
Clear instructions should be given by the Purchaser regarding insurance while placing the order. In such event the Purchaser unconditionally
accepts all Terms and Conditions of Wesman's open policy with their underwriters.

12. CANCELLATION
No order is subject to cancellation whether in part or in full unless requested by Purchaser and accepted in writing by Wesman. In the event
of any cancellation Purchaser shall pay to Wesman, within 15 days of raising a Debit Note, cancellation charges at the following
a. 20% cancellation charge uptill expiry of quarter of the delivery period.
b. 40% cancellation charge beyond expiry of quarter and uptill half of the delivery period.
c. 60% cancellation charge beyond half and uptill three quarters of the delivery period.
d. 80% cancellation charge beyond three quarters of the delivery period.

The amount of advance received will be adjusted towards the cancellation charge and deficits claimed from the Purchaser. In the event of
reinstatement, Wesman reserves the right to revise its price and delivery schedule.

If Purchaser makes an assignment for benefit of creditors, if a voluntary or involuntary petition or other action in bankruptcy or for
reorganisation or under any other insolvency law shall be filed by or against the Purchaser, if Purchaser shall admit its inability to pay its
debts, if a trustee, receiver or liquidator is appointed for any part of assets of Purchaser, or if Purchaser fails to make payment to Wesman in
accordance with terms hereof, Wesman shall at its option cancel all undelivered parts of any order by written notice to Purchaser, and in
such event, Purchaser shall pay to Wesman amount provided for in event of cancellation.

13. LIABILITY
In no event shall Wesman be liable for loss of anticipated profits and interest, as well as consequential damages or loss of use of equipment
or of any installation into which equipment may be placed, loss by reason of plant shut down, non-operation or increased cost of operation, or
other consequent loss or damage of any nature from any cause.

a. Wesman assumes no liability for consequential damages of any kind which may result from any delays or failures in installation of
equipment or from use or misuse by Purchaser, his employees or others of equipment supplied hereunder.

b. Equipment is sold with specific understanding that if after reasonable test and time within the warranty period, it does not perform as
specified by Wesman in writing and proved to Wesman's satisfaction, total liability to each party will be fully satisfied by Wesman
refunding to Purchaser any part of purchase price therefore paid by him, less cost of taxes, packing, forwarding, freight, insurance
charges and installation charges and by Wesman repossessing the equipment which is to be returned, duly packed on "Freight to pay"
basis to Wesman's factory.

c. In event Purchaser operates equipment for his convenience before acceptance and fulfilling of all financial and other obligations for legal
title, and subsequently shall cause return of equipment, as provided in clause 13(b) he shall be responsible for all costs of repairs during
such period of operation and rework as required for restoration to its original condition.

14. DRAWINGS, DESIGNS AND PATTERNS

All specifications, drawings, design, data, information, ideas, methods, patterns, and/or inventions, made, conceived, developed or acquired
by Wesman, incident to procuring and/or carrying out its contract will vest in and inure to Wesman's sole benefit. Unless otherwise provided,
drawings are not subject to approval. Purchaser agrees not to loan, exhibit or sell to any other party or interest, outside of its own company,
any drawing, photograph or specification furnished by Wesman or reproduction thereof which will enable other than Wesman, to furnish

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COS-105 WESMAN
similar equipment or parts thereof. Wesman reserves the right, subject to approval of Purchaser which approval shall not be unreasonably
withheld, to change details of construction of equipment, if, in Wesman judgement such changes are considered to be desirable.

All specifications and dimensions shown in this quotation are approximate and are subject to changes during detailed engineering. Various
materials, products and components which may have been referred to by their respective manufacturers name or trade name, may be
substituted by Wesman with other materials of others make in fulfilling quotation. Wesman will furnish all necessary drawings and instructions
for installing and operating and information for ordering such parts as are subject to wear and may require replacement. Unless otherwise
arranged for, tracings and reproducible drawings are not provided by Wesman.

Wesman may take photographs of its installed equipment of record and publicity purposes with prior consent of the Purchaser.

15. SUPPLY OF DRAWING AND/OR MANUALS

Unless otherwise agreed mutually in writing, only one copy of Foundation/Layout/General arrangement drawing, circuit diagrams, installation
and operation manuals as applicable will be provided for the equipment at no extra cost. For any extra copy additional cost will be applicable,
which can be furnished on request.

16. INSPECTION
If desired, visual inspection can be carried out by Purchaser’s authorised representative, at Purchaser's cost at Wesman's works/warehouse/
subcontractors' works before the goods are packed and shipped. For dimensional checking, relevant General Arrangement Drawings, if
required will be furnished at the time of inspection only Wesman reserves the right to furnish, component or manufacturing drawings.

Intention of Purchaser to inspect prior to shipment must be specified in his purchase order so that timely inspection call notice can be given
by Wesman. If not specified in Purchase order Wesman will treat the same as a waiver of inspection. Normally ten days notice period will be
given to the Purchaser to carry out inspection failing which Wesman will make shipment without Purchaser's inspection.

All fans/blowers are despatched after passing out internal quality assurance systems. However if Purchaser desires, air delivery (Pressure
and volume) tests for fans/blowers within 50 HP (due to power restrictions) can be witnessed at extra charge, which will be furnished on
request. At our option all such tests would be carried out in accordance with BS 848-1963 (Part-1) or IS 4894-1968. In the event of V-belt/
Coupling drive blowers, if motors and accessories are not within our scope of supply, mechanical running and vibration analysis checks as
part of our internal inspection system may be carried out with our stock motors and accessories subject to the extent possible. In the event
our stock motors/accessories are not suitable for these tests, the Purchaser will be required to deliver these to our factory at 41 Dum Dum
Road, Kolkata 700074 free of freight and incidental charges.

17. EXCLUSIONS
All civil engineering work, foundation bolts, electrical and earthing work, air, steam, gas, oil pipe work, cables and conduits, motor starters,
panels storing and transportation, erection and commissioning and all other items which may be necessary but not specified in the quotation
are excluded, unless specifically included within the scope of work defined in our offer.

18. SERVICE CHARGES

Erection and commissioning is to be done by Purchaser, unless otherwise specified/agreed in writing, separate service charges will be
applicable for any service required or for supervision on erection and commissioning both for local and outstation sites. On receipt of
Purchaser's request, our standard service charges will be communicated.

19. DIRECTION OF DISCHARGE OF BLOWERS

(Applicable to orders for combustion equipment only) Wesman blowers are generally manufactured in batches with Direction of Discharge of
Left Vertical UP (LVU) of Left Top Horizontal (LTH) while looking from the motor end. While placing order, Purchaser is requested to specify
his choice of Direction of Discharge out of these two types i.e either LVU or LTH looking from the motor end. However, in case Purchaser
desires any other Direction of Discharge besides the other two types, the same should be specifically mentioned in the Purchase Order for
Wesman to take necessary action accordingly. In such cases the delivery period may be longer than that quoted and exact delivery period
will be communicated in our order confirmation. If Purchaser does not specify any Direction of Discharge in his Purchase Order, Wesman will
supply either LVU or LTH Direction of Discharge, whichever is available at the time of despatch without any further reference to Purchaser.

20. ARBITRATION
In the event of any dispute or difference of opinion arising between the parties as to the interpretation of the terms of agreement or as to the
performance or non-performance of the terms thereof or in connection with or arising out of this agreement, the same shall be referred to the
adjudication of the two arbitrators, one to be nominated by each party and in the event, the said arbitrator not agreeing then to the
adjudication of an Umpire to be nominated by the said arbitrators and the award of the arbitrators or the Umpire, as the case may be, shall
be final and binding on the parties. Venue of such arbitration shall be in the city of Kolkata alone. Provisions of the Indian Arbitration Act. 1940
as amended and of the rules thereunder shall govern the reference.

21. JURISDICTION
All orders placed on Wesman at any of its offices shall be subject to exclusive jurisdiction of Kolkata Courts only.

22. COORDINATING OFFICE

Wesman having its head office at Kolkata and presently having branches at Mumbai, Delhi, Chennai, Bangalore, Ahmedabad and Pune the
nearest concerned branch will assist Purchaser in Co-Ordination and after-sales-service. Purchaser should send purchase order in
duplicate. After placement of order, further correspondence will be directly with Wesman’s head office under copy to our concerned Branch.

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