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Terms of Use

1. The Portal and Mobile Application

1.1 The Portal shall be operated from the domain name www.vedantametalbazaar.com and the authorized administrators appointed by VEDANTA shall have the
rights to operate, manage, switch on and off the Portal.

1.2 The Portal and Mobile Application shall be functional round the clock. However, VEDANTA may turn the portal ON or OFF at any time, for activities including
but not limited to maintenance of the portal.

2. Conditions for Registration

2.1 Registration shall only be allowed for persons/entities having a registered and active GST number, which shall be provided at the time of registration, along
with a copy of the certificate.

2.2 Registration can be done for the purchase of catalogue items, whereby, the User at the time of registration shall specify the categories for which the
registration is being obtained. Additional shipping locations and billing entities can be registered upon successful creation of the first billing entity.

2.3 The KYC shall be completed in the following manner –

2.3.1 The User shall be asked to fill in all the following details at the time of registration on the Portal – a. Name of the organization b. Address c. Business
Category (Customer Classification) d. Business Segment (Customer group) e. State f. City g. Postal Code h. Phone no i. Email id j. Country k. GST No. l. PAN No.
m. Bank Details n. Contact Person o. Manufacturing License in case of OEM p. Choice of Metal for which registration is sought.
2.3.2 Once all the details have been filled in, VEDANTA will validate the information and will allow registration of the User.
2.3.3 Once registration is complete, the User will be able to place orders over the platform.

2.4 The User shall not be allowed to edit business critical information in their profile after approval of registration request. In case of any discrepancies or support,
please contact customer helpdesk at [email protected] ([email protected])

2.5 Upon successful registration, the User shall receive a login id and password, along with a virtual account number for each billing entity, which shall be used for
the transactions with VEDANTA on the portal. This virtual account number shall be used for all monetary transactions between the User and VEDANTA.

2.6 If the User has made any request for editing the information as uploaded on the portal, s/he shall not be able to transact and the purchase or buy now options
on the portal shall remain disabled for such User till the pendency of edit request. A User shall not be allowed to edit any information as uploaded on the portal
during the pendency of a purchase order and all edit requests shall only be recorded when there is no transaction pending User.

3. Guidelines for placing orders

3.1 Quantity: The minimum quantity of products to be purchased shall be governed basis multiple factors and product wise conditions.

3.2 Inventory Management: VEDANTA deals in metals by making bundles and due to such bundling, the quantity of metal allotted may differ from the quantity as
requested by the User. Quantity in such bundles may vary during the time of stock allotment and the deliverable quantity shall be rounded off as per the batch
allotted by the system and the User’s delivery request.

3.3 Order Placement: The User shall choose the product type as per requirement, select the shipping & billing entities and quantity requirement after which the
User will be shown the details for the selected product, such as the provisional or final price per metric tonne/metre in INR based on the type of order (under MoU
or Spot). After filling the details as above, the User will be redirected to the cart page, where the provisional or final price of the selected product will be displayed.
The order shall be confirmed by the User at the price existing at the precise time of clicking on the "Check Out and Confirm" button in case of spot orders. The
User shall be shown the price at which the order was confirmed and the time of confirmation.

3.4 Confirmation of Order: When the User clicks on the "check out and confirm" button on the cart page, the order has been acknowledged as received by
VEDANTA through an automated message/dialog on the portal. The final confirmation will subsequently be communicated to the User through an automated
message/dialog on the portal and shall be deemed to be an agreement for sale between VEDANTA and the User as per standard terms and conditions accepted
by the user.This will also be followed up with an automated email communication.

3.5 Feedback: All complaints pertaining to the quality of products shall be made within 7 days from the date of receipt of the products from VEDANTA along with
complete invoice and batch details. Any consumed product will not be entitled for any claims. Upon receiving a quality complaint, a team from VEDANTA shall
contact the User and the material shall be examined by VEDANTA quality team. If the quality complaints are found to be correct and it is found that the quality of
the product so delivered is not up to VEDANTA standards, the VEDANTA team shall issue a credit note to the User for the quantity of the material to be returned.
The credit note shall be only for the value of the material to be returned and value of the material already consumed by the User shall not be included in the credit
note.

4. Order Review

Upon confirmation, the User shall be able to view the necessary details of the order namely Order ID, product name, shipping and billing address, price per metric
tonne/metre in INR, quantity requested, quantity delivered, gross total as per delivered quantity, tax amount, total purchase price inclusive of applicable taxes.

The cart page shall show different orders placed by the User along with the relevant details including order id, order price and quantity.

5. Delivery

5.1 Delivery will be governed by the plan provided by the User and accepted by VEDANTA. Upon acceptance of the plan and sufficient credit balance in User’s
account, delivery will be initiated on best effort basis by VEDANTA.

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5.2 VEDANTA will deliver the material upon confirmation of delivery order to the User in case of CIP terms. The orders will be processed at best effort basis of
VEDANTA. For delivered orders (CIP) to User’s works, freight, insurance etc. will be to VEDANTA’s account. For ex-works orders, freight, insurance etc. will be to
user’s account.

6. Refund

After making a purchase, the User may either opt to retain the balance amount in the virtual account for future purchases or opt to have it refunded into his
registered account linked to VEDANTA, details of which were provided at the time of registration on the Portal. When such request for refund is received, it shall
be processed within 7 working days after due verification by VEDANTA. The refund amount shall be deposited to the account registered by the User with
VEDANTA. VEDANTA shall be rightful to deduct any monies that may be due from the User to VEDANTA, before initiating the refund.

7. Account Statement

The User shall be able to view all details pertaining to its account namely, order history, profile info, manage Users, support tickets, and shall be able to view and
download ledger details.

8. Cancellations

User will not be able to request for cancellation of confirmed orders from the Portal.

STANDARD TERMS & CONDITIONS

1. TAXES AND DUTIES

1.1 Definitions

For the purposes of this Clause 1 (Taxation):

(a) "Tax" or "Taxes" means taxes, levies, duties, fees, charges and contributions as amended from time to time and any interest or penalties thereon;

(b) "Government Authority" or "Government Authorities" means any local or national government or authority of any country, competent to levy any Tax;

(c) "Goods & Services Tax" or "GST" shall include Central Goods & Service Tax ("CGST"), State Goods & Service Tax ("SGST"), Integrated Goods & Service
Tax ("IGST"), Union Territory Goods & Service Tax ("UTGST") & GST Compensation Cess.

(d) "Change in Law" means any change or amendment of any act or law, rules or regulations or enactment of any new act(s) or rules or regulations or any
change in the interpretation or enforcement of any said act or law, rules or regulation.

1.2 Person Responsible for of Taxes

1.2.1 General

All taxes, fees, custom duties and other charges of whatever nature assessed on the Commodity / which may become payable under Indian laws after the
execution of the Agreement shall be the responsibility of and paid by the Buyer. OR Payment of all taxes, fees, custom duties and other charges of whatever
nature including anti-dumping duty, safeguard duty and other similar duties assessed on the Commodity now or hereinafter levied by the Country of destination
from time to time shall be the responsibility of and paid by the Buyer.

(b) Payment of all taxes, fees, custom duties and other charges of whatever nature levied under the prevailing laws as on the date of signing of this Agreement
assessed on the Commodity in India shall be the responsibility of and be paid by the Seller unless otherwise stated specifically in this Agreement elsewhere.

(c) Payment of any taxes, fees, custom duties and other charges of whatsoever nature levied under the laws of India and / or the Country of destination on the
Commodity which are introduced after the date of signing of this Agreement, including on any consignment already shipped to the Buyer, shall be borne by and
be to the account of the Buyer.

1.2.2 Exception to General:

Prior to commencing the services under this Agreement, the Buyer shall notify the Company whether or not it has Fixed Establishment in India. If the Buyer
notifies the Company that it does not have Fixed Establishment in India, then, any Indian GST chargeable on the services provided by the Buyer under this
Contract shall be paid by the Company directly to the relevant Government Authority.

1.2.3 Reimbursement of Taxes to the Buyer

It is acknowledged that the Buyer will be reimbursed only for such Taxes which will be agreed to be reimbursed in the Compensation Schedule or any of the
Purchase Order(s) issued under the Contract.

1.2.4 Pricing

The Parties agree that details of Taxes included in, or excluded from, the Buyer's prices and/or rates shall be as stated in the Compensation Schedule to the
Contract and nothing in this Clause 9 shall be construed to affect or prejudice such details as stated in the Compensation Schedule.

1.3. Indemnity

The Buyer shall defend, indemnify and hold the Company Group harmless from and against any Claim in connection with any Taxes which may be levied or
imposed on the Buyer or its subcontractors by any Government Authority arising out of or in connection with the performance of this Contract.

1.4. Changes in Law

If, after the date of execution of this Agreement, there is any Change in Law which results in a change in the rate of any Tax included in the Buyer’s prices or rates
or the introduction of a new Tax and such change results in an increase or decrease in the cost to the Buyer of performing this Agreement then the Parties shall
agree to a revision in pricing to reflect such change provided that:

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(i) the Party requesting such revision shall promptly (and in any case prior to submission of the Buyer’s final invoice under this Agreement) notify the other
Party that such change in law has arisen; and

(ii) the Party requesting such revision shall provide the other Party with documentary proof of such change in cost to the reasonable satisfaction of the other
Party; and

(iii) the provisions of this Clause 1.4 shall not apply to changes in Personal Income tax or Corporate Income tax or to changes in non-Indian Taxes.

2. LICENCE

2.1 The Buyer guarantees that it shall be in possession of all necessary import licenses and permission required for the Commodity covered by this Agreement to
be imported into the Country of destination port at all points of time during the tenure of the Agreement.

3. LOST (TOTAL OR PARTIAL) OR DAMAGED MATERIAL

In the event of a total or partial loss of or total or partial damage to the Commodity at any time after the risk in the Commodity passes to the Buyer, the Buyer shall
pay to the Seller the full amount invoiced based on Seller’s certificate of weight and, where applicable, the Seller’s sampling, analysis and size grading of the
Commodity. The Buyer shall pay for any lost or damaged Commodity at the time and in the manner provided in the Agreement. The Buyer shall not await the
settlement of any insurance claim before making payment to the Seller.

4. WARRANTY DISCLAIMER

THE BUYER AGREES THAT THE SELLER MAKES NO REPRESENTATION OR WARRANTIES, EXPRESSED OR IMPLIED, AS TO THE MERCHANTABILITY,
FITNESS FOR ANY PARTICULAR PURPOSE OR ANY OTHER MATTERS IN RELATION TO THE COMMODITY OTHER THAN THAT THE COMMODITY
CONFORMS TO THE SPECIFICATIONS STATED IN THE AGREEMENT WITHIN ANY TOLERANCE STATED; AND ANY WARRANTIES, CONDITIONS OR
OTHER TERMS IMPLIED BY LAW, CUSTOM OR BY STATUTE WHETHER AS TO MERCHANTABILITY, QUALITY OR FITNESS FOR ANY PARTICULAR
PURPOSE OF THE COMMODITY, OR OTHERWISE, ARE EXCLUDED. ANY REPRESENTATION
OR
STATEMENT NOT EXPRESSLY CONTAINED IN THIS AGREEMENT SHALL NOT BE BINDING UPON THE SELLER AS REPRESENTATION OR WARRANTY
OR OTHERWISE IN RESPECT OF THE COMMODITY

4.2 The Seller shall not be liable in any respect whatsoever in connection with the use of the Commodity by the Buyer or end-user.

4.3 The Seller shall not be liable for delay in delivery if the Commodity has been delivered to the carrier on schedule.

4.4 Seller and Buyer agree that upon conclusion of the Addendums, price mentioned shall remain fixed for the shipment and shall not be revised.

5. WARRANTIES AND REPRESENTATION

5.1 Each of the Parties, acknowledges that:

(a) Such Party is a duly organized company/business entity validly existing under the laws where it is incorporated/established, with power to own assets,
conduct its business as presently conducted, enter into, comply with and perform the obligations as set out in this Agreement and is not entitled to claim for
itself or any of its assets immunity from suit, execution, attachment or other legal process.

Such Party has all the requisite power, authority and approvals required to enter into this Agreement and will have all the requisite power, authority to perform
fully each and every obligation under this Agreement.

This Agreement has been duly executed and delivered by the Party and /or the duly authorized representatives of such Party and constitutes a legal, valid and
binding obligation of such Party enforceable against such Party in accordance with its terms.

The execution, delivery and performance of this Agreement and all instruments or addenda required hereunder by such Party does not contravene, violate or
constitute a default of or require any consent under the provisions of any other agreement or instrument to which such Party is bound, including the
constitutional documents thereof, or any order, judgment, decree or injunction of any court of law.

No legal proceedings are pending or threatened against such Party before any court, tribunal or authority which do or may restrain or enjoin such Party’s
performance or observance of the terms and conditions of this Agreement or which do or may in any other manner question the validity, binding effect or
enforceability of this Agreement.

No order has been made or petition presented for the bankruptcy protection, winding up or dissolution thereof against any Party.

5.2 Each Party hereby warrants that it has not entered into this Agreement relying on any warranty, representation or undertaking except for any warranty,
representation or undertaking expressly set out in this Agreement.

6. INCOTERMS

Unless otherwise specified herein, the latest edition of the International Chambers of Commerce official rules for the interpretation of trade terms (Incoterms) are
incorporated into the Agreement by reference.

7. RISKPURCHASE/SUBSTITUTED PERFORMANCE

Notwithstanding anything contained herein to the contrary, the Buyer hereby expressly agrees that in case of delay/non-supply of the Product/Material/Goods
under the Agreement by the Seller, its sole remedy shall be to claim the actual, direct and documented costs actually incurred by it on account of any such
non/delayed performance by the Supplier subject to the provisions of this Agreement. The Buyer expressly waives of any other right (including the right of
substituted performance) arising out of, or relating to such non/delayed performance of its obligations by the Seller under the Agreement.

8. BUSINESS ETHICS

8.1 The Buyer shall declare any conflicts of interest with the Company including relationship or financial interest of any nature whatsoever with employees,
managers, other suppliers, vendors or stakeholders of the Company.

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8.2 The Buyer shall not use the services of any of the employees of the Company, directly or indirectly or enter into any sort of monetary transaction with the
employees of the Company. The Buyer undertakes that he has not given, offered or promised to give directly or indirectly any bribes, commission, gift,
consideration, reward, or inducement to any of the employees of the Company or their agent or relatives for showing or agreeing to show favor or disfavor to any
person in relation to this Agreement or forbearing to do or for having done or forborne to do any act in relation to the obtaining or execution of the aforesaid
undertaking, by the Buyer, or his partners, agent or servant or any one authorized by him or acting on his behalf.

8.3The Buyer agrees to comply with the provisions of the Company’s Supplier Code of Conduct which includes Anti-Bribery and Corruption requirements (a copy
of which is also available at http://www.vedantalimited.com/media/104182/supplier_code_of_conduct_-_december_2016.pdf) and the Company’s Human Rights
Policy (a copy of which is available at http://www.vedantalimited.com/media/80325/vedanta_human_rights_policy.pdf) including the Modern Slavery Act and in
case of breach thereof, the same shall be treated as a breach of this Agreement.

8.4 The Buyer shall maintain records and provide to the Company upon request such records and evidences, as the Company may reasonably require, confirming
the Buyer’s compliance with the obligations under this clause.

8.5 The Company shall have a right to initiate "audit proceedings" against the Buyer to verify compliance with this clause. Such audit may be carried out by
Company or by a reputed agency to be appointed by Company at the sole discretion of Company. The Buyer shall extend full cooperation for smooth completion
of the audit mentioned herein.

8.6 Notwithstanding anything in this agreement, Company shall have right to terminate the Agreement forthwith and recover from the Buyer, the amount of any
loss arising from such termination in case, it is found that the Buyer has failed to comply with requirements under this clause including any corrupt practices. A
decision of the Company or his nominee to this effect that a breach of the undertaking had been committed shall be final and binding on the Buyer.

8.7 If at any time during execution or performance of this Agreement the Buyer becomes aware of any unethical practices or is faced with any undue demand,
request for gratification or favor from any employee of the Company or a person connection with such employee, the Buyer must report the same immediately to
the Group HeadManagement Assurance at the following address:

Group Head – Management Assurance,

Vedanta, 75 Nehru Road
Vile Parle (E), Mumbai 400 099
‘Complaints’ can also be sent to the designated e-mail id:
[email protected]

9. SANCTIONS:

Each party represents that (i) it intends the transaction to comply, and believes the transaction will comply, with all economic sanctions, trade embargoes and
export control laws, regulations, decrees, orders or requirements ("sanctions") which may be applicable to this Agreement; and (ii) it has not taken (or refrained
from taking) any action that would cause itself or the other party to be in contravention of any applicable sanctions. Each party also undertakes not to take (or
refrain from taking) any action, or allow or enable any third party to act in any way, in the performance of this Agreement or otherwise that would cause the above
contravention.

Each party further represents that none of the following are the subject of sanctions administered or enforced by the United Nations, the United States, the
European Union or any other relevant sanctions authority:

the party itself,

(to its reasonable knowledge) any of its owners or affiliates,

any vessel nominated or to be nominated by it pursuant to this Agreement,

any ship-owners or charterers of such vessel. above clauses are conditions of this Agreement. The above clauses shall not be taken to limit or prevent the
operation of the English law doctrine of frustration (or any analogous doctrine under the governing law of the Agreement), where applicable.

9.1 LIMITATION OF LIABILITY

9.1.1 NOT WITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER,
WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR LOSS OF BUSINESS OR
ANTICIPATED PROFITS, LOSS OF OPPORTUNITY, LOSS OF REPUTATION AND ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR
INCIDENTAL LOSS OR DAMAGES OF ANY NATURE ARISING AT ANY TIME FROM ANY CAUSE WHATSOEVER.

9.1.2 Nothing in this clause shall limit the Seller’s right to recover up to the price of the Commodity increased by any transportation charges, other costs/
overheads and import duties in respect of the delivery of said Commodity in circumstances where the Buyer fails to take delivery of the Commodity and fails to pay
or accepts delivery of the Commodity and fails to pay.

9.1.3 The limitations of liability and exclusion of warranties as set out in the Agreement shall be to the maximum extent permitted by applicable law. Nothing in this
Agreement purports to exclude or limit liability for fraud, death or personal injury.

10. DEFAULT AND TERMINATION

10.1 Not withstanding anything contained herein to the contrary, the Company may immediately terminate all or part of this Agreement/Purchase Order as under:

(i) by a written notice to the Buyer in case of any material breach of the terms of this Agreement by the Buyer the Buyer and has failed to remedy such breach
within 30 days from receiving notice from the Company

(ii) if Buyer (a) ceases, or threatens to cease, to function as a going concern or conduct its operations in the normal course of business, (b) commences, or
becomes the subject of, any bankruptcy, insolvency, reorganization (other than in the course of a corporate re-organization or to an affiliate), administration,
liquidation or similar proceedings, (c) makes, or plans to make, a general assignment for the benefit of its creditors, or (d) creditor attaches or takes possession
of all or a substantial part of said Party’s assets;

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(iii) The foregoing shall not apply to any action or proceeding which is (a) in the reasonable opinion of the Company, frivolous or vexatious; or (b) discharged,
stayed or dismissed within ninety (90) days of commencement;

(iv) if Buyer is unable to carry out its obligations by reason of Force Majeure events and the force majeure continues for a period more than 60 days, then
Company may by giving notice in writing, terminate this Agreement with immediate effect. Any such termination shall be without prejudice to any of the right of
the Supplier accrued prior to the date of such termination.

10.2 The Company may terminate all or part of this Agreement by one (1) months’ written notice without assigning any reason whatsoever or if the Buyer fails to
obtain any approval required under the terms of this Agreement.

10.3 Upon termination of this Agreement, both Parties shall be relieved of their respective rights and obligations under this Agreement save such obligations and /
or liabilities of the Parties set forth herein which (i) that the Parties have expressly agreed will survive any expiration or termination, or (b) by their nature would be
intended to be applicable following any such expiration or termination, or (c) the Parties have accrued before expiration or termination, as the case may be.

10.4 Upon termination, the sole liability of the Seller/Company to the Buyer under the Agreement shall be to make payment of all direct and documented costs
which have been incurred by the Supplier till the date of termination.

10.5 In the event of Buyer’s breach of its obligations hereunder, no payment of whatsoever nature shall be made by the Supplier in respect of such
order/Purchaser order

11.0 INDEMNITY

11.1 The Buyer shall be liable for and shall defend, indemnify and hold the Company harmless from and against any and all claims, liabilities, costs, damages and
expenses (including court costs and legal fees) in connection with:

(a) any claim made by any third party (including, but not limited to, any claim made by any governmental or statutory authority) against the Company arising
out of or in connection with the performance by the Buyer of its obligations under this Agreement,

(b) any infringement (whether actual or alleged) of any patent or other intellectual property right arising out of or in connection with the performance of this
Agreement by the Buyer.

12. FORCE MAJEURE

12.1Other than in the case of payment obligations of Buyer hereunder, neither party shall be liable for any delay or failure in the performance of this Agreement
due to any circumstances beyond the control of the Parties, such as any (a) act of God, (b) major calamities that affect any of the Parties like fire, flood,
earthquake or like natural calamity, war, (c) major events that affect any of the Parties such as riots, insurrection, civil unrest, commotion, mobilization or military or
police action to control law and order situation, (d) major events that affect any of the Parties such as industrial disputes, strike, lockout, seizure, trade and
currency restrictions, shortage of transport, material unavailability, prohibition of export, (e) court order, change in law, actions of Central / State government or its
authorities, rules or directive having force of law, requisition, attachment or injunction order by any statutory or judicial authority (f) restrictions in the supply of
power and defects or delays in deliveries by sub-contractors, breakdown or malfunction or destruction of production facilities, (g) or any other unforeseeable
circumstance beyond the control of the parties if they impede the performance of the Agreement or make performance unreasonably onerous and which could not
reasonably be foreseen after due and timely diligence ("Force Majeure Events").

12.2 The party, which is not able to perform its obligations under this Agreement on account of Force Majeure Event(s), shall without any delay, notify in writing the
other party on the initiation and cessation of such Force Majeure Event(s) and shall use diligent efforts to end the failure or delay in performance to minimise
effects of such Force Majeure Event. In such a situation, the party, which is not able to perform its obligations under this Agreement on account of Force Majeure
Event(s), shall not be liable to the other party for the default or breach of this Agreement for the period of failure or delay.

12.3 The Buyer shall, in the event of issue of a notice (about happening of a Force Majeure Event) to the Seller, reimburse the expenses incurred by the Seller in
securing and protecting the Commodity till the Buyer intimates the Seller about the cessation of such Force Majeure Event(s).

12.4 If the Force Majeure Event(s) continues beyond 90 days, the parties shall make efforts to find an amicable solution for future course of action agreeable to
both parties in a fair and equitable manner.

12.5 Both Parties agree to use their respective reasonable efforts to cure any event of Force Majeure to the extent that it is reasonably possible to do so. The
Parties understand that the settlement of strikes, lockouts, and any other industrial disputes shall be treated to be within the sole discretion of the Party asserting
Force Majeure. Upon the Cessation of the event of Force Majeure, the party declaring Force Majeure shall immediately give notice thereof to the other party.

12.6 In the event that a Force Majeure event has caused only a partial reduction in the total quantity of Commodity, in case desired by the Buyer, the Seller shall
deliver the actual quantity of Commodity (after factoring such partial reduction) on basis of terms mutually agreed between the Parties. Further, the Seller may (but
shall not be obligated to) offer to supply the remaining quantity of Commodity of similar quality in substitution for the Commodity, from another source to satisfy its
obligations under this Agreement at a price which may be different (more or less) than the price referred under the Agreement and such price variation shall be to
the account of Buyer.

12.7 Notwithstanding anything contained above where the Buyer has declared Force Majeure it shall be obliged to accept delivery of and pay for Material for
which vessel space has been nominated prior to the Seller being notified by the Buyer of any Force Majeure.

13. ARBITRATION

13.1 Any dispute or difference whatsoever arising between the parties out of or relating to the interpretation,, meaning, scope, operation or effect of this Agreement
or the existence, validity, breach or anticipated breach thereof or determination and enforcement of respective rights, obligations and liabilities of the parties
thereto shall be amicably settled by way of mediation. If the dispute is not conclusively settled within a period of twenty-one (21) days from the date of
commencement of mediation or such further period as the parties shall agree in writing, the dispute shall be referred to and finally resolved by arbitration under the
(Indian) Arbitration and Conciliation Act, 1996 (as amended from time to time), which are deemed to be incorporated by reference into this clause. The arbitration
shall be conducted as follows:

(i) A sole arbitrator shall be appointed in case the value of claim under dispute is less than 5,000,000 (Rupees Five Million Only) / $ 100,000 (Hundred
Thousand United States Dollars) and in any other event by a forum of three arbitrators with one arbitrator nominated by each Party and the presiding arbitrator

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selected by the nominated arbitrators.

(ii) The language of the mediation and arbitration proceedings shall be English. The seat of arbitration shall be *___PanajiMumbai______, India.

(iii) The award made in pursuance thereof shall be final and binding on the parties.

14. APPLICABLE LAW AND JURISDICTION

14.1 This Agreement shall be governed by, construed and enforced in accordance with the laws of India.

14.2 The parties submit to the exclusive jurisdiction of the courts of *__Panaji, Goa__, India and any courts that may hear appeals from those courts in respect of
any proceedings in connection with this Agreement However, the trade terms shall be construed in accordance with Incoterms 2010.

15. SET OFF

15.1 Only the Seller may at any time without notice to the Buyer set off any liability of the Buyer to the Seller against any liability of Seller to the Buyer (in either
case howsoever arising and whether any such liability is present or future, liquidated or unliquidated and irrespective of the currency of its denomination) and may
for such purpose convert or exchange any currency. Any exercise by the Seller of its rights under this clause shall be without prejudice to any other rights or
remedies available to Seller under this Agreement or otherwise.

16. CONFIDENTIALITY

16.1 Each party hereto shall, save as otherwise provided herein, maintain in strict confidence, and not disclose or use for a purpose other than the purpose set out
herein , any confidential and/or proprietary information ("Confidential Information") of any party including this Agreement and the terms and conditions hereof. The
foregoing covenant shall not restrict a party from disclosing Confidential Information to the extent required in connection with any legal proceeding(s) or required
for filing with govt. agencies, courts, stock exchanges or other regulatory agencies under applicable laws and regulations. Each Party shall use its best effort to
assure that the provisions of this Agreement and its information disclosed to it concerning the other Party and its assets and business which is not otherwise
publicly available, shall be kept confidential, unless other required by law, not to be disclosed without the consent of other Party to anyone other.

16.2 The parties shall restrict access to the Confidential Information only to its own employees or professional advisers who need to have such access for the
purposes of performing the obligations or enforcing the rights under this Agreement and who have agreed with such party to abide by the obligations of
confidentiality equivalent to those contained herein with such party. The disclosing party shall remain vicariously liable for such disclosure.

16.3 Each Party agrees that it will not use the name or logo of the other party, without the prior written consent of the other party(ies) hereto.

17. MISCELLANEOUS PROVISIONS

17.1 Entire Agreement: This Agreement along addendums and with all annexures, if any constitutes the entire agreement and understanding between the parties
with respect to its subject matter and overrides and supersedes all previous agreements, representations, written documents, correspondence and understanding
of the parties, whether in writing or otherwise.

17.2 Severability: If any clause or provision of this Agreement is prohibited, invalid or unenforceable in any jurisdiction, that provision will, as to that jurisdiction,
be ineffective to the extent of the prohibition, invalidity or unenforceability without affecting or invalidating the remaining provisions of this Agreement or affecting
the validity or enforceability of that provision in any other jurisdiction, unless it materially alters the nature or material terms of this Agreement.

17.4 Relationship: This Agreement shall not be construed to have any purpose or intent other than for purchase and sale of the Commodity between the Parties
on a nonexclusive basis and nothing contained in this Agreement shall be deemed to create any association, partnership, joint-venture or relationship of principal
and agent or master and servant between the parties or any affiliates or subsidiaries thereof.

17.5 Notices: Any notice required to be given hereunder shall be given by sending the same by facsimile, prepaid post or by hand delivery to the address of the
addressee shown in this Agreement or to such other address as either party may notify to the other for this purpose in writing. If sending by facsimile, notice shall
be deemed to have been given upon successful transmission, if by hand upon at the time of dispatch and if sending by post, notice shall be deemed to have been
given on the 3rd day on dispatch by post.

17.6 Non-Waiver/Exercise Of Right: A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or
privilege or the exercise of any other right, power or privilege. All waivers under this Agreement must be made in writing.

17.7 Binding Effect: This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

17.8 Assignment: Neither this Agreement nor any right, duty or obligation of any party hereunder may be assigned or delegated by any party (in whole or in part)
without the prior written consent of the other party(ies) hereto.

17.9 Amendments: This Agreement may be amended, modified, renewed or extended only by a written instrument signed by each of the parties hereto.

17.10 Validation: This Agreement shall come into effect when authorized representatives of both Seller and Buyer execute and affix their signature hereto in their
due capacity, within 3 working days after confirmation of business by Seller and constitutes the entire agreement between the Parties relating to its subject matter.
Any alteration, amendment or addition to any of the terms of this Agreement shall become binding only when such alteration, amendment or addition is evidenced
in writing and is executed by the authorized representatives of the both parties in their due capacity.

17.11 Costs: Each Party shall bear its own legal, professional and advisory fees, commissions and other costs and expenses incurred by it in connection with this
Agreement.

17.12 Language of the Agreement: English shall be the language of the Agreement and all documentation prepared in relation to it. All of the parties
management staff engaged in work arising out of or in connection with this Agreement shall be fluent in English.

17.13 Remedies cumulative: Except as expressly provided in this Agreement, all remedies available to the Parties for breach of this Agreement are cumulative
and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other
remedies.

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17.14 THIS DOCUMENT "STANDARD TERMS & CONDITIONS" SHALL BE AN INTEGRAL PART OF ANY OF THE PURCHASE ORDERS, INVOICE OR
MOU OR OTHER DOCUMENT WHATSOEVER ENTERED BETWEEN THE PARTIES AND SHALL SUPERCEDE ANY CONTRARY TERMS IN SUCH
PURCHASE ORDER, INVOICE OR MOU OR OTHER DOCUMENT WHATSOEVER. ORDER ACKNOWLEDGEMENT BY THE BUYER SHALL COVER
ACKNOWLEDGING THIS DOCUMENT AND THE GENERAL TERMS AND CONDITIONS MENTIONED HEREIN AS WELL.

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