Quote # 2400284741

11-11-2024

Akron 1330J

To the attention of:

Mr. Billu Ghorela
SMART BUILDAGE PROJECTS
Barwala
125121 HISAR - HR
India (IN)

Area Manager
Sachin Kumar
+91 8130301113
[email protected]

Biesse India Private Limited Nagarur Branch Office

CIN: U29299KA2006PTCO38415 Survey No.28/1 and 28/2, Nagarur Village,
Survey No. 32, No. 469, Jakkasandra Village, Hoskuru Road, Dasanapura Hobli,
Sondekoppa road Nelamangala Taluk, Bangalore North Taluk - 562 123 India
Bangalore Rural District - 562 123 India T +91 80 494897000
T +91 80 49489800 F +91 80 49489723
F +91 80 49489810
e [email protected]
www.biesse.com

Drawings are non-binding. Some photos may show machines equipped with optional features.
Biesse reserves the right to carry out modifications without prior notice.
Dear Mr. Billu Ghorela,

Greetings from Biesse.

Biesse India Private Limited (“Company”) would like to extend its offer relating to the sale of the
machine(s):

Single-sided edgebander
Akron 1330J
The details of which are provided under Annexure A hereto (hereinafter collectively referred to
as “Machine(s)”) to you, Smart Buildage Projects (“Client”). The commercial terms and
conditions relating to sale of the Machine(s) are annexed hereto as Annexure B (“Commercial
T&C”); and the standard terms and conditions relating to sale of the Machine(s) are annexed
hereto as Annexure C (“Standard T&C”).
Please note that Annexure A, Annexure B and Annexure C constitute an integral part of this
offer letter (together referred to as "Offer Letter"). This Offer Letter and the terms contained
herein shall be deemed to be the entire agreement and understanding with respect to the
subject matter hereof between the Client and the Company pursuant to the acceptance of the
same by the Client. The content of this Offer Letter shall supersede all prior discussions and/or
representations between the Company and the Client relating to the Machine(s)/s.
The Client is requested to kindly:
a) confirm its acceptance to this Offer Letter by countersigning on all the pages of this
Offer Letter (including the Annexures); and
b) send a duly signed copy of this Offer Letter either physically by courier to the Company’s
head office address or virtually by email to the Company’s email address, provided at
the bottom of this Offer Letter.

The Client is requested to confirm its acceptance to the terms contained under this Offer Letter
within a period of 30 (thirty) days from the date of this Offer Letter, failing which this Offer Letter
shall be deemed to have expired. However, if the Company receives the Advance Amount (as
defined under Annexure B) within a period of 30 (thirty) days from the date of this Offer Letter
then, notwithstanding the non-receipt of a signed copy of this Offer Letter from the Client, the
Client shall be deemed to have unconditionally accepted all the terms of this Offer Letter.
We look forward to doing business with you.

Regards,

Biesse India Private Limited

Annexure A

Akron 1330J
Single-sided edgebander

QUANTITY

WEA-00096 1
Akron 1300

Single-sided edgebanders for the application and processing of flat edge-banding material in coils (melamine,
PVC, ABS, veneer) and in strips (solid wood, Formica, planed veneers etc.)

Standard features

Numerical Control switch board

The numerical control SMART TOUCH 23” allows the machine management and its functions.
Technical characteristics:
− Graphic 23” LED display touch screen, 1920x1080 pixels. High-resolution screen for defined and intuitive
images and text.
− Windows operating system.
− Integrated 128GB hard disk for filing media files and the programs back up.
− USB port for managing in a simple and efficient way multimedia files, programs and updates.
− Ethernet port for connecting the machine to the net.
− Sintra HD software, simple and intuitive touch interface for all operators’ quick learning. It supports the
multi-language function.
− Multicolor led. The led system positioned in the cabin allows to monitor the machine status.

Some of the included functions

− Automatic start-up of the groups and motors as defined in the program.
− Direct buttons for the choice of the first and second passage, for fast working changeover.
− Managing of the numerical axis and automatic working changes.
− Lists of programs with manual and/or automatic start.
− Error diagnostic with codes and comments.
− Production statistic data.
− Software assisted maintenance.
− Device mounted on an adjustable hanging control panel.

Structural components
− Base. Totally steel made, it is designed and built to ensure stability and strengthens to the whole machine,
to allow precise, accurate machining.
− Integrated automatic chip removal system along the whole machine with a sliding table for waste material
ejection.
− Panel movement. Provided by a conveyor track and top presser combined in a system that ensures an
optimal clamping of the workpiece, straight movement and resistance to side loads resulting from the
forces when applying the edges.
− Conveyor track with industrial chain with a 19,05 mm (3/4”) ratio, with self-lubricating slide blocks in
special techno-polymer. The slide blocks slide on two hardened steel guides, one with a circular section
and the other flat, complete with grease nipples. The workpiece is held by special low wear rubber pads
with a high friction coefficient, which are individually interchangeable.
− Gearmotor for track movement at a working speed of 12 m/min.
− High-rigidity top presser. The workpiece is held by silicon rubber wheels mounted on a ball bearing
arranged in a double row offset from each other. The top operating units are hooked to the presser and
adjusted automatically with the positioning of the presser itself, allowing panel thickness changes without

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 any type of setting. The top presser is adjustable in height with drive lifting and managed by standard CN.
− Removable side panel support for big size panels. It includes an extruded aluminum guide complete with
support wheels and low-friction ball bearings for horizontal movement. Quick manual positioning and
locking.
− Maximum Peritrail panel size: 40 Kg; for bigger size panels is recommended an additional roller conveyor.
− Semi-integral protection cabin on the whole length of the machine except for the Milling Unit. Made in
aluminium with wide transparent polycarbonate surfaces for the complete view of the operating units.
Vertical multicolor led for the immediate monitoring of the machine status. Standard NC controlled lights
inside the protection cabins.

Teleservice
It allows an immediate and direct access to the machine numerical control via network.
In this way it is possible to check machine data, user programs, input/output signals and system variables,
and to install software updates, therefore granting:
− Real-time service intervention.
− Quicker problem solving.
− Consistent reduction of machine downtime.
− Real-time software updates.

Electric system requirements

Protection of the machine against indirect contacts has been designed for TN type supply networks, so no
differential protection has been foreseen. In the event of connection to other types of network (TT, IT) or if
require by local laws or regulations, differential protection must be provided according to the characteristics
of the system and taking into account electromagnetic interference containment devices may produce
considerable high frequency dispersion currents.

Technical Data
Description MIN MAX UM
Panel height* 10 60 mm
Height of edgebanding material 14 64 mm
Thickness of edgebanding material in rolls 0,4 3 mm
Thickness of edgebanding in strips** 0,4 5 mm
Panel protrusion from track 25 mm
Panel length**** 150 3200 mm
Min panel width (with length 150 mm) 85 mm
Min panel width (with length 250 mm) 50 mm
Feed chain speed 12 m/min
Panels gap** 350 650 mm
Dust extraction system for each operating unit 1 hood Ø 100 mm
Pneumatic connection 7 bar
Working voltage*** 400 V/50 Hz threephase + neutral
Control voltage 24 V - DC
Static frequency inverter 200 Hz
Glue pot capacity** 2 (approx.) Kg
Glue pot heating time at ½ load 10 (approx.) minutes
* Minimum panel height: 8 mm with a maximum edge thickness of 1,5 mm.
** According to the working unit chosen.
*** The machine is equipped to manage the double frequency 50/60 Hz.
**** If the edgebander is in line with a panel return system, the maximum panel length is that indicated in
the panel return technical data.
NOTE: Maximum machine capabilities (work speed, edge thickness, adjusting ranges) are conditioned by the
capabilities of the single units installed.

EC-UKCA Norms included.

Single-sided edgebander Akron 1330J

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PL2308548 1

Akron 1330J STANDARD Configuration

Manual infeed system for narrow pieces

Auxiliary device to facilitate the correct manual insertion of narrow pieces.

Pre-Milling Unit RT02

It rectifies the piece being machined before applying the glue, creating a flat and uniform surface
without imperfections where to apply the right amount of glue.
Complete with 2 high frequency motors (1.8 kW each) at 12000 RPM.
Characteristics and benefits:
− The machining of the pre-milling unit is precise and constant over time.
− Independent automatic temporized intervention of the two motors.
− Auto-set Device. It ensures optimal positioning of the milling cutter according to the thickness of the
piece being machined.
Symmetrical diamond tools H=65 mm Z=3+3 45° included.

NOTES: the amount of material that can be removed depends on the panel material and the feed speed of the
panel itself. Maximum performance is only guaranteed with chipboard panels.

Anti-adhesive Unit ADZ02

The unit applies an anti-adhesive liquid on the top and bottom surface of the panel to ease a good
cleaning of the workpiece being processed. It is positioned on the machine before the pre-milling unit.
The anti-adhesive liquid is applied with precision by means of injectors controlled by the Numerical
Control.

Gluing Unit SP03

Applies the hot melt glue on the panel, feeds the edge to be applied to the panel being machined,
automatically cuts the coils of edge-banding material to length and presses the applied edge ensuring
that it adheres perfectly to the panel.
The unit includes:
− Glue pot and glue spreading roller. Melting group and glue application by spreading roller.
− The system is complete with a copier to apply the correct amount of glue to the panel.
− Manual device for the quick exclusion of the glue pot.
− Quick heating and double thermostat for differentiated temperature control. The glue pot is completely
coated with non-adhesive material. Electronic device for automatic temperature reduction of the glue
pot when the machine has been idle for a set period of time.
− Quick change of the glue pot to change colour/type of glue.
− Pneumatic edge feeder (automatic for edges in coils and manual for edges in strips) complete with
coil holder disk.
− Cutter knife for the automatic cutting of edge-banding material in coil with a maximum thickness of 3
mm and a maximum section of 140 mm². Maximum cutting section is guaranteed on PVC edges; for
different edge materials, this value could be lower. Placed before of the 1st edge pressing roller.
− Presser rollers. Edge pressing system, consisting of:
- A first motorized roller, diameter 90 mm.
- Two idle rollers, diameter 60 mm, with opposing cones.

Edge trimming Unit IT03

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Carries out the trimming of edge excess at the front and rear panel side.
Complete with 1 high frequency motor (0.8 kW) at 12000 RPM, with saw blade.
The cut can be straight or tilted with an angle between 0 and 15 degrees (NC selectable).

Features:
− Great reliability thanks to the sliding of ball blocks on linear guides.
− Perfect finishing thanks to the "no sliding" feature between copiers and edge.
− Desmo cutting system for higher cutting precision.
− Reduced panels gap for higher productivity.
− Flex system for edge trimming with controlled overhang. It enables to set from the control panel the
cutting position of the blades to obtain a pre-set overhang of the edge being trimmed. Ideal for
applications that require corner rounding, in particular on soft/post-formed panels.

Fine trimming Unit RF02

Carries out top and bottom edge trimming or corner trimming of the glued edge.
Complete with 2 high frequency motors (0.65 kW each) at 12000 RPM.
Characteristics and benefits:
− Integrated suction system.
− Frontal and vertical rotating disk copiers.
− Motor carrier unit quick-disconnect system.
Pneumatic exclusion from standard NC.
Tools are not included.

Corner rounding Unit AR02

Carries out corner rounding and top and bottom trimming on the edgebanding strip applied, up to a
maximum thickness of 3 mm.
Complete with 2 high frequency motors (0.65 kW each) at 12000 RPM and integrated suction device.
The corner rounding processing is possible both on panels with straight profiles and post-soft/formed
panels with 90 and 180 degrees.
Guarantees high finishing quality thanks to the movement on linear guides with recirculating ball
screws, vertical oscillating copiers, frontal copiers with pre-copying system.
Tools are not included.

Edge scraper unit RB02

Finishing unit for thick plastic edges.
Manual adjustment between two profiles.
Reliability, repeatability, precision and cleanliness are guaranteed by:
− Frontal and vertical rotating disk copiers.
− Compressed air blowers on the copiers.
− Suction kit with chips collection box.
Pneumatic exclusion from standard NC.
Tools are not included.

Glue scraper unit RC02

Finishing unit to remove the exceeding glue in the junction panel-edge.
Complete with turning discs copying device and flat blade knifes with timed intervention.

Brushing unit SZ02

Height self-adjusting unit, to carry out the cleaning and polishing of the applied edge using cloth disc
brushes.
Complete with two 0.37 kW motors at 2800 rpm.

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C2004024 1
PAIR OF MULTIPROFILE MILLING CUTTERS FOR FINE TRIMMING UNIT: BEVEL 25°+ R=2 MM + STRAIGHT PROFILE
FOR SOLID WOOD.

C2005012 1
PAIR OF R=2 MM WIDIA HM WELDED MILLING CUTTERS FOR 2 MOTORS CORNER ROUNDING UNIT.

C2006016 1
PAIR OF MULTIPROFILE KNIVES FOR EDGE SCRAPER UNIT: R=1,5 MM + R=2 MM

BPL-00001 1
M1 Package

EXCLUSIONS Anything not mentioned in the Annexure A, including without limitation the
following:
a) Stabilizers & UPS
b) Dust collectors and ducting
c) Compressors & air dryer
d) Tools

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 Annexure B - Commercial T&C
Akron 1330J
with the configuration above described

Total price
INR 41,20,878/-
GST and other related taxes Excluded

PRICE OF THE MACHINE(S) INR 41,20,878/- Price is valid only for this Offer Letter and shall be exclusive of all
taxes.
VALIDITY OF THE OFFER 30 days from the date of this Offer Letter.
PAYMENT TERMS The Price shall be paid in the following manner:
i) An advance amount being 30% of the Price (“Advance Amount”) shall be
paid simultaneous with the acceptance of this Offer Letter by the Client; and
ii) Balance 70% of the Price and 100% GST amount to be paid within 5 (five)
days from the date of the Readiness Notice (as defined hereinafter), and
where there is no Readiness Notice, on or before the Dispatch Date.
The Company shall start execution of the order under this Offer Letter only upon
receipt of the Advance Amount. Further, it is clarified that no interest shall
accrue on the Advance Amount.

The Price shall be paid into the bank account of the Company as provided under
the proforma invoice raised by the Company upon the Client.
If any portion of the Price is being paid by cheque or a demand draft, the same
should be issued in favor of ‘Biesse India Private Limited’.
All payments shall be made when due without any deductions or charges being
set off against the Price.
MODE OF TRANSPORT By roadways/seaways.

DELIVERY DATE To be mutually agreed between the Company and the Client, which shall not be
later than 180 days from the date of acceptance of this Offer Letter.
DELIVERY TERMS Place of Delivery: EX Works Biesse India or Door Delivery, as agreed upon.
Agreed mode of Delivery: Ex Works, Biesse India, Bangalore, Transit insurance
to be issued by customer before dispatch. Unloading at your charge and
responsibility

Unloading charge and responsibility: To be borne by Client.

Shipment: Machine(s) may be delivered in multiple shipments.

WARRANTY Warranty Period:
i) 2500 working hours or
ii) 12 months from the date of installation of the Machine(s) or
iii) 15 months from the date of the Invoice,
Whichever is earlier.
Subject to the terms provided under Annexure C and at the sole discretion of the
Company, if the Machine(s) ceases to work due to any defect in its mechanical
or electrical part (“Warranty”) within the Warranty Period, then the Company
shall either replace the concerned part(s) free of cost or cure the defect.
TAXES Client will pay Goods and Services Tax on the Price, as applicable, on the date of
the Invoice. Additionally, the Client agrees to pay all taxes applicable to the sale,

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 purchase, storage, erection, use or ownership of the Machine(s) covered hereby
regardless of whether such taxes are invoiced by the Company.

‘Clause (1H) of Section 206 C of Finance Act’2020 has mandatorily imposed Tax
Collection at Source of 0.1% (if PAN or Aadhar is provided) or 1% (if PAN or Aadhar
is not provided) on receipt of consideration above Rs.50.00 lakhs in respect of
sale of goods in any financial year and in such case where this provision is
applicable to you, you are required to make the additional payment of TCS
collected’. The provisions of Section 206C(1H) is not applicable where you are
liable to deduct TDS u/s.194Q and an undertaking to that extent is provided by
you along with the purchase order.
INSURANCE Ex-Works Biesse India Private Limited - The Client will procure requisite transit
insurance covering all risks relating to the Machine(s) from the date of dispatch
of the Machines till the delivery of the Machines (including relating to loading
and unloading of Machine(s)) before the dispatch of the Machine(s) from the
head office/branch office of the Company. A copy of the transit insurance shall
be provided by the Client to the Company for its records before the dispatch of
the Machine(s).

Door Delivery - The Company will procure requisite transit insurance covering
all risks relating to the Machine(s) till the delivery of the Machine(s) to the Client
at the Client’s doorstep (including relating to loading and unloading of
Machine(s)) before the dispatch of the Machine(s) from the head office/branch
office of the Company.
INSTALLATION AND TRAINING The Company shall install the Machine(s) subject to the terms and conditions
contained herein.
The Client shall issue an advance notice of 3 (three) weeks to the Company to
permit the Company to prepare for the installation. As a condition precedent to
the commencement of the installation the Client shall be required to fill out the
pre-installation check list sheet sent by the Company subsequent to the receipt
of the notice specified hereinabove. Any delay, not attributable to the Company
or beyond the control of the Company, resulting in overstay of the Company’s
employees or representatives at the premises specified by the Client, shall be
charged to the Client at the rate of INR 5,900 rupees (Five thousand Nine
hundred rupees only) per day plus expenses. For this purpose, ‘overstay’ shall
mean stay that is at least 24 hours beyond the duration specified for installation
in the pre-installation checklist.

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1. Contract
Annexure C - Standard T&C
No statements by a sales person from the Company including any statement relating to the Machine(s) or installations thereof shall be binding on the
Company unless such statements has been recorded in this Offer Letter. The Client acknowledges that it has been advised that no agent, employee,
representative or dealer of the Company has any authority to bind the Company to any affirmation, promise, representation, or warranty concerning any
of the Machine(s) unless such affirmation, promise, representation, or warranty is specifically set forth in this Offer Letter.
Further, unless otherwise agreed in writing, Client’s acceptance of delivery of any part of the Machines(s) or payment of any portion of the Price by the
Client for such Machine(s), shall amount to the Client’s acceptance of all terms and conditions herein.
Notwithstanding anything contained elsewhere in this Offer Letter, the Machine(s) shall be deemed accepted as soon as the Client begins using it for
their purpose.
2. Technical Documentation
The Company shall provide the Client with one physical set of: a) mechanical, electrical and pneumatic drawings and documentation for Machine(s)’
installation; and b) operating and maintenance instruction manual, in English (together referred to as "Technical Documents").
These Technical Documents shall be an integral part of this Offer Letter.
3. Warranty Terms
Warranty shall be applicable only for mechanical and electrical parts of the Machine(s), provided such parts have been used in accordance with the
Technical Documents. The Warranty shall be extended at the sole discretion of the Company. The Warranty does not cover: a) wear and tear parts such
as bearings, heaters etc.; b) damage or defect caused by Client’s negligence or default; c) Machine(s) repaired or disassembled to any extent or changed
by any person other than a technician expressly authorized by the Company; d) Machine(s) where the safety devices are altered, modified or disabled by
Client; or e) for any failure attributable to software, tooling, accessories or ancillary equipment not sold by the Company.
In the event of any defect in the Machine(s) during the Warranty Period, the Company may at its sole discretion either cure the defect or replace the
affected part of the Machine(s). Labor, replaced parts (if any) and travel expenses during the Warranty Period shall be provided free of charge, courtesy
of the Company in the event the Client notifies in writing to the Company within thirty (30) days after the discovery of such defect. The replacement parts
will be supplied Ex-Works Bengaluru. However if no defects are detected in the Machine(s) by the representatives of the Company, or if the defect is
proven to have been caused as a result of any neglect or default on the part of the Client, then the Client shall reimburse all costs incurred by the Company
for conducting the inspection and/or repair, including travel and accommodation costs of its representatives.
The Warranty shall void if: (a) the Machine(s) are repaired, disassembled to any extent or changed by any person other than a technician expressly
authorized by the Company and contracted by, or through, the Company; (b) safety devices are altered, modified or disabled by Client; or c) the failure is
attributable to software, tooling, accessories or ancillary equipment not sold by the Company, even if an authorized dealer of the Company sells such
items with the knowledge of the Company.
This Warranty does not apply to Machine(s) that are sold with the understanding that they are used or exchanged unless otherwise specifically agreed in
writing by the parties.
4. Modification of the Machine(s)
Under no circumstances will the Company accept/authorize for the Machine(s)’ safety standards to be modified and/or disabled. The Company will not
authorize or allow service by its employees and/or representatives (and/or third parties) on Machine(s) with modified and/or disabled safety devices.
Therefore, without prejudice to Clause 3 the Client hereby expressly authorizes in advance the Company’s employees and/or representatives to restore
the Machine(s) to their original safety conditions any time the Company employees and/or representatives discover that the Machine(s)’ safety is
compromised, without need for prior approval. The Client will bear the cost of such restoration. Any denial or refusal by the Client to have the safety
conditions restored as above will automatically cause the immediate suspension of the maintenance agreement / warranty with the Client, if any, which
will return into effect once the restoring of the safety conditions has been authorized by the Client.
In the event of any defect to the Machine(s) or if in the sole opinion of the Company the technology of the Machine(s) is required to be improved, after the
installation of the same at the premises of the Client, then the Company shall be entitled to make any such changes or modifications to the design or
technology of the Machine(s) as it deems fit or necessary, provided the Machine(s) operates substantially in the same manner as ordered by the Client
and does not adversely impact the business of the Client. No additional costs shall be levied by the Company on the Client for such changes.
5. Aesthetic Aspects and Improvements)
The Customer acknowledges and accepts that: 1) aesthetic elements such as images, descriptions, colors or the name of the Product, advertised or
present in other information materials also shared between Parties (‘Aesthetic Aspects’), are for illustrative and non-binding purposes; 2) the purchased
Product may be subject to technical / technological improvements, assessed as useful by Biesse, in order to optimize / perfect specific functionalities
(‘Improvements’).
Modifications to the Aesthetic Aspects or Improvements (‘Modifications’) may be implemented at the Seller's discretion provided that the main
functionality of the Product remains unchanged, without the need to inform the Customer or modify the Contract. The Customer shall not be invoiced for
the Modifications and the Customer waives any claim, exception or demand, or right of return, withdrawal or termination, related to the Modifications.
6. Delivery Schedule
The delivery schedule shall be mutually agreed upon by the Client and the Company in writing, which shall not be later than 180 days from the date of
acceptance of this Offer Letter by the Client (“Delivery Schedule”). However time shall not be of the essence for the delivery of the Machine(s), unless
otherwise expressly agreed by the parties.
The Delivery Schedule may be extended by the Company as per requirement in the event the delivery or installation of Machine(s) is delayed due to
circumstances beyond reasonable causes which the Company could not eliminate or control, including failure by the Company’s supplier(s) to deliver
any part of the Machine(s) properly or in a timely manner. The Company agrees to notify the Client of the possible delay in meeting any of the timelines
under the Delivery Schedules as soon as reasonably possible. In the event such delays last longer or will last longer, than 3 (three) months from the agreed
Delivery Schedule, then both the Client and the Company shall be entitled to terminate the agreement under this Offer Letter. In this case the Advance
Amount received from the Client will be refunded by the Company without any interest. Notwithstanding the foregoing and anything to the contrary under
these terms, it is clarified that if delivery of the Machine has not been fulfilled within the time period stipulated above as a result of an action or omission
on the part of the Company, including but not limited to reasons such as failure of the Company to accept the Machine or coordinate with the Company
on taking delivery of the Machines at anytime after the Readiness Notice (defined below) is issued, the Client shall neither be entitled to terminate the
agreement nor seek refund of the Advance Amount already paid. The Delivery Schedule shall be revised solely by the Company, as it deems fit, in case of
any delay caused by the Client including if the Client delays in the payment of the balance 70% of the Price in the manner specified under Annexure B
hereto, in the form and manner acceptable to the Company. In such case, if the Company is forced to extend the Delivery Schedule for a period longer
than 3 (three) months, then the Client will not be entitled to terminate this Offer Letter.
Under no circumstances will the Company be responsible for or incur any liability for, damages, costs or expenses of any nature (whether general,
consequential, as a penalty or as liquidated damages or otherwise) due to any delays in delivery or failure to make delivery at an agreed or specified time.
Unless otherwise agreed in writing, the Company shall have absolute discretion to select the mode and routing of delivery of the Machine(s).
7. Cancellation or delay in accepting delivery by the Client
An offer by the Company will not be withdrawn for 30 (thirty) days from the date of its issue to allow time for acceptance to the offer by the Client. An offer
once accepted by the Client in writing or by action cannot be withdrawn or cancelled by the Client. Client acknowledges that the Company has to
customize the Machine(s) as per the Client’s specifications. Thus, once an offer has been accepted by the Client, the Client shall not be entitled to cancel
the agreement for any reason whatsoever.
Orders require significant commitment by the Company. Once the Machine is getting ready for delivery, the Company shall communicate the same to the
Client in writing ("Readiness Notice"). The Readiness Notice shall also provide the tentative date of dispatch for the Machine(s) (“Dispatch Date”), which

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 shall be approximately 20 (twenty) days from the date of the Readiness Notice. In case there is no Readiness Notice, the Company will communicate the
Dispatch Date separately to the Client. The Client must keep its premises ready for the receipt of delivery of the Machine by the Dispatch Date. If the Client
informs the Company that it is not ready to receive the Machine by the Dispatch Date or if the Client does not remit the balance 70% of the Price to be paid
for the Machine(s) to the Company as per the terms of this Offer Letter, then (i) the Company shall appropriate the Advance Amount towards the Price, (ii)
the balance 70% of the Price shall be deemed due from the Client as per Clause 9, (iii) the cost incurred by the Company in handling and storing the
Machine(s) beyond the Dispatch Date shall also be paid by the Client to the Company. The risk to the Machine(s) shall transfer to the Client from the
“Dispatch date” mentioned in the Readiness Notice, or the Dispatch Date otherwise communicated to the Client. The Client that has agreed to Door
Delivery, in such an instance, will indemnify the Company for all costs, damages and expenses incurred by it from the Dispatch Date till the delivery of the
Machine(s) to the doorstep of the Client.
8. Installation
The Company shall provide personnel to supervise the setting up and starting of the Machine(s). The Client shall pay the Company for services and all
expenses of the personnel which are connected with such supervision. The Company shall make reasonable efforts to install the Machines on or about
the time agreed upon between the parties, although time shall not be of the essence with regard to installation of the Machines. Under no circumstances
will the Company be responsible for or incur any liability for damages, costs or expenses of any nature (whether general, consequential, as a penalty or
as liquidated damages or otherwise) due to any delays in installation or failure to install the Machine(s) at an agreed or specified time.
9. Possession
In the event the Client doesn’t pay the Price within the time period agreed herein, the Company shall without prejudice to its other rights under law and
equity be entitled to the following without limitation: (i) to enter the Client’s premises or any other place where the Machine(s) may be and take possession
of the same; or (ii) to require the Client to dis-assemble the Machine(s) and make the same available at a place designated by the Company in order to
enable the Company to take possession of the Machine(s). The Client hereby waives any and all rights which the Client may have to notice or hearing prior
to seizure of Machine(s) following a default in payment of the Price or any portion thereof, when due.

10. Payment Terms

All Machines must be paid in full within 5 (five) days from the date of the Readiness Notice, and in case there is no Readiness Notice issued by the
Company, all Machines must be paid in full on or before the Dispatch Date communicated in advance by the Company to the Client. If the Client fails to
pay any amount due to the Company under this Offer Letter as per the terms of this clause, then the Company may (i) suspend any and all business with
the Client, including with reference to goods and/or machines not within the scope of this Offer Letter, and (ii) refrain from providing technical assistance
and services to the Client including telephone and on-site support and sale of parts (regardless if otherwise due pursuant to a warranty), until any and
all outstanding amounts including penalty, attorney fees and interest due to the Company is paid in full. The Client shall not set off any claim of any nature
against the Price, for any reason whatsoever. Any claims from the Client allegedly giving rise to such setoff shall be deemed waived if a setoff is attempted
or asserted by the Client. Any payment of the price of the Machines(s) not made to the Company when due shall accrue interest at the annual rate of 12%
(twelve percent) computed for the actual period of such delinquency.
Notwithstanding the manner of payment adopted by the Client, a payment will only be deemed duly made by the Client when the Price has been credited
irrevocably to the Company’s specified bank account. The Company shall issue the invoice in relation to the Machine(s) upon the dispatch of the Machine
(“Invoice”).
11. Inspection and Claims
The Client shall inspect the Machine(s) immediately on receipt. If the Machine(s) does not conform to this Offer letter then the Client must issue a notice
in this regard to the Company within 5 (five) working days from the date of commencement of installation in relation to the Machine(s) (provided the Client
commences the installation no later than 30 (thirty) days from the date of delivery of the Machine(s)). If no such notice is received from the Client within 5
(five) working days from the date of commencement of installation in relation to the Machine(s) or if the Client commences using the Machine(s) for
production, or if the Client fails to install the Machine within 30 (thirty) days of the date of delivery of the Machine for reasons not attributable to the
Company, then the Machine(s) shall be deemed to have been accepted by the Client. Notwithstanding the foregoing, the Company shall not be liable for
any claim for damages resulting from the installation or use by the Client of non-conforming, damaged or defective Machine(s).
12. Termination
Unless otherwise specified elsewhere hereunder, the Client shall not be entitled to terminate this Offer Letter for any reason whatsoever after conveying
its acceptance by countersigning the Offer Letter and the annexure thereto, or by paying the Advance Amount.
Upon written notice to the Client, the Company may terminate this Offer Letter while reserving its rights to possible damages if the Client (i) ceases to
conduct its business in the normal course, (ii) admits its insolvency, makes an assignment for the benefit of creditors or becomes the subject of any
judicial or administrative proceedings in bankruptcy, receivership or reorganization, or (iii) does not pay the full Price according to the terms of this Offer
Letter. Upon termination of this Offer Letter, the provisions of this Offer Letter, which expressly or by its nature survives, shall survive the termination
thereof.
13. Consequences of termination
i. Upon termination of this Offer Letter as per Clause 11 without prejudice to any rights and remedies of the Company under law or equity, the Company
shall be entitled to retain the entire Price already paid, including Advance Amount and Initial Payment, as applicable. After adjusting such amounts
as may be mutually agreed upon by the Company and the Client. In case of termination under Clause 11(iii) of this Offer Letter, the Company shall
also be entitled to the balance Price payable and the cost incurred by the Company in handling and storing the Machine(s) beyond the Dispatch
Date. This is without prejudice to the rights and remedies available to the Company under law and equity to initiate such actions as it deems fit. For
avoidance of doubt, non-acceptance of a Machine shall not absolve the Client of its obligation to pay the Price and all additional costs incurred by
the Company as per the terms hereof.
ii. In the event of termination of this Offer Letter by the Company without cause, the entire Advance Amount and Initial Payment (if any) paid by the
Client will be refunded to the Client without any interest.

14. No Liability To Third Persons

The Company shall not be liable to the Client for any claim or action by any third party arising out of, or alleged to arise out of, the delivery of Machine(s),
the installation of the Machine(s), the presence of the Company’s personnel on the Client’s premises in connection with this Offer Letter or out of the use
by the Client or of a third party of the Machine(s). The Client shall defend, indemnify and hold harmless the Company from any and all such claims.
Provided that such indemnification shall not apply to claims asserted by persons contracted by the Company to perform services at the Client's premises,
in relation to the terms of their engagement with the Company. However, the above exclusion shall not apply to the claims asserted by such persons
engaged by the Company, raisings from an act or omission of the Client or its employees, officers, agents or consultants. Third Parties shall be deemed
to include, without limitation, employees, officers, agents or consultants of the Client as well as all third parties not connected with the Client or the
Company.
15. Limitation and Exclusion of Liability
THE COMPANY SHALL NOT BE LIABLE FOR DAMAGES, WHETHER DIRECT OR INDIRECT, ARISING FROM THE SET UP, USE OR INABILITY TO USE ANY OF THE
MACHINE(S), INCLUDING WITHOUT LIMITATION (1) LOSS OF USE; (2) LOSS OF PRODUCTION; (3) LOSS OF OPPORTUNITY; (4) LOSS OF MARKET VALUE; (5) LOSS
OF INCOME; (6) PERSONAL OR BODILY INJURY OF ANY KIND (INCLUDING PHYSICAL OR MENTAL PAIN AND SUFFERING AND EMOTIONAL DISTRESS),
MEDICAL, HOSPITAL, OR REHABILITATION EXPENSES; OR (7) DAMAGE TO PERSONAL PROPERTY, EVEN IF THE COMPANY HAS BEEN ADVISED OF TH E
POSSIBILITY OF SUCH DAMAGES. THE SOLE REMEDY OF THE CLIENT FOR ANY FAILURE TO DELIVER MACHINES SHALL BE THE REFUND OF ANY SUMS/PRICE
PAID FOR MACHINES NOT DELIVERED.
COMPANY SHALL NOT BE LIABLE FOR ANY OTHER DAMAGES WHATSOEVER, IN SUCH CASES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AND SUBJECT
TO THE OTHER TERMS OF THIS OFFER LETTER, THE AGGREGATE LIABILITY OF COMPANY, ITS AFFILIATES, SUBCONTRACTORS, AGENTS AND EMPLO YEES
ARISING OUT OF THE PERFORMANCE OR NON-PERFORMANCE OF THE MACHINE(S) OR BREACH OF ANY OF ITS OBLIGATIONS UNDER THIS OFFER LETTER,
SHALL BE LIMITED TO THE ACTUAL DIRECT DAMAGES INCURRED AND NOT EXCEED IN THE AGGREGATE A SUM EQUAL TO 5% OF THE INDIVIDUAL MACHINE

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 PRICE, IN CASE THE CLAIM RELATES TO PERFORMANCE OR NON-PERFORMANCE OF AN INDIVIDUAL MACHINE AND IN ALL OTHER CASES, 5% OF THE TOTAL
CONTRACT PRICE.
16. Intellectual Property Rights
All intellectual property rights belonging to a party prior to the execution of this Offer Letter shall remain vested in that party. None of the intellectual
property rights in either party’s trademarks and/or brands shall be used by the other party for any purpose, without such other party’s prior written
consent. It is clarified that all intellectual property rights in the Technical Documentation and the Machine(s) is and shall continue to be, owned solely
and exclusively by the Company.
The Client hereby further confirms that it shall not do any of the following:
i. copy, display, transfer, adapt, modify or distribute (electronically or otherwise), except for the purpose of using the Machine(s), any of the
Technical Documentation or the Machine(s)(s) in any manner whatsoever; or
ii. reverse assemble, reverse compile, reverse engineer the Machine(s), or otherwise translate the Technical Documentation, as applicable, unless
expressly required by applicable law without the possibility of contractual waiver.

17. Risk, Title and Loss to the Machine(s)

The Client agrees and acknowledges that the Machine(s) shall remain the exclusive property of the Company until the payment of the Price has been
made in full by the Client in accordance with the agreement under this Offer Letter. Unless otherwise provided herein, the risk relating to the Machine(s)
shall transfer to the Client (i) in the case of delivery Ex Works Biesse India, from the Dispatch Date communicated to the Client; and (ii) in the case of Door
Delivery, from the delivery of the Machine(s) at the Client’s doorstep. In the event of any damage to the Machine(s) during the delivery, the loss in relation
to the same shall be borne entirely by the Client, in case of Ex Works Biesse India delivery and shall be borne by the Company in case of Door Delivery
(excluding loss caused during unloading of Machine(s)).
18. Indemnity
The Client hereby indemnifies, protects and holds harmless the Company, its directors, employees, agents, servants, successors and assigns from and
against all losses, damages, injuries, claims, demands and expenses, including legal expenses, of whatever nature, arising out of the delivery, installation,
use, condition or operation of any of the Machine(s), regardless of where, how and by whom the Machine(s) are operated; including for any accident that
may occur with Machine(s) with safety devices that were accidentally, negligently or wilfully disabled/modified or which the Client refused to restore to
their original safety conditions.
Additionally, the Client hereby represents that it owns all material and/or samples for which it requests a template or specialized work. The Client further
agrees to indemnify, defend and hold harmless the Company, its directors, officers, employees and agents, and defend any third party action or threat
of action, claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon a claim that
any of the samples provided by Client for reproduction or assessment or such purpose by the Company, infringes or violates any rights of third parties,
including, without limitation, intellectual property rights or confidentiality obligation of such Client with a third party.
19. Confidentiality
Both the Client and the Company hereby agree and confirm that each party (“Receiving Party”) shall maintain the Confidential Information received from
the other (“Disclosing Party”) in strictest confidence. The Receiving Party shall safeguard the Confidential Information of the Disclosing Party using the
same degree of care as it uses to safeguard its own confidential information of a like kind, but in no case less than a reasonable degree of care. The
Receiving Party will ensure (a) access to the Disclosing Party’s Confidential Information is limited to those of its employees, officers, subcontractors and
agents who need to know such Confidential Information for the performance of its obligations under this Offer Letter, and (b) use of the Disclosing Party’s
Confidential Information for any purpose other than to fulfil its obligations under this Offer Letter is strictly prohibited. The term “Confidential Information”
for the purpose of this clause shall mean and include all information supplied in confidence by the Disclosing Party to the Receiving Party, which may be
disclosed to the Receiving Party or otherwise acquired by the Receiving Party in its performance under this Offer Letter. Confidential Information also
includes (i) all information which a reasonable person would consider confidential under the context of disclosure or due to the nature of the information
itself, and may include technical and non-technical information, intellectual property rights, know-how, designs, techniques, plans or any other
information relating to any research project, work in process, future development, marketing or business plans or financial or personnel matters relating
to either party or its present or future products, sales, suppliers, customers, employees, investors or affiliates, (ii) for the Company includes the Technical
Documentation, and (iii) any information which may be communicated: (a) in a written or other tangible form which is clearly marked with a “confidential”
or “proprietary” legend or other comparable legend; and (b) orally or visually which is identified as confidential at the time of disclosure and confirmed in
writing within a reasonable time.
20. Force Majeure:
The Company shall have no liability for any non-performance or delay in performance caused by circumstances beyond the Company’s control including,
but not limited to, acts of God, fire, flood, war, government action, accident, labor trouble or shortage, inability to obtain material, equipment or
transportation, or failure of the Company’s suppliers to furnish the Machine(s) parts.
21. Governing Law and Jurisdiction
This Offer Letter shall be governed by the laws of India. In the event of any dispute relating to or arising out of the terms of this Offer Letter, subject to the
arbitration clause below, the courts in Bengaluru shall have appropriate jurisdiction in the event of any dispute.
22. Dispute Resolution
In the event of any dispute on any terms and conditions of the delivery order, the dispute shall be settled through negotiations. If Company and the Client
are not able to settle the dispute within thirty (30) days of the dispute being notified, either party shall have the right to refer the dispute for arbitration.
The arbitration shall be conducted in accordance with the Arbitration and Conciliation Act, 1996. Bengaluru shall be the venue and seat of arbitration. The
Company and the Client shall be entitled to appoint an arbitrator each. The arbitrators so appointed shall jointly appoint a third arbitrator who shall serve
as the chairman of the tribunal. The language of the arbitration shall be English.
23. Notices
Any notice or communication under or in connection with this Offer Letter shall be in writing and shall be delivered personally, or by post or facsimile
transmission, or email to the Company at the information provided here in below and to the Client at the information provided under Annexure B hereto
or at such other address as the recipient may have notified to the other party in writing.
Registered Address: Biesse India Private Limited. Survey No. 32, No. 469, Jakkasandra Village, Sondekoppa Main Road, Nelamangala, Bangalore - 562123
(Karnataka) – India
Email: [email protected]
Fax: +91 80 49489810
24. Amendment
The variation of any of the terms of this Offer Letter shall not be valid unless it is in writing and signed by representatives of each party.
25. Compliance with Laws
Unless otherwise expressly agreed in writing, the Company shall not be liable to the Client for any liability arising or alleged to arise out of any failure of
the Machine(s) to comply with the regulatory requirements or laws applicable to the Client’s business.
26. Reservation of Rights
No failure of the Company to insist upon or compel compliance by the Client with any of the terms, provisions or conditions hereof shall be construed as
a waiver by the Company of its right to insist upon compliance therewith in the future.
27. Complete Agreement: Modification.
The provisions hereof are intended as a complete and exclusive statement of the terms of the agreement between the Company and the Client. This Offer
Letter may not be modified, rescinded, or cancelled and no waiver by the Company of any claim or right hereunder shall be effective, except by writing
signed by an officer of the Company.
28. Acceptance of Conditions

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 The Client declares explicitly that, after having read this Offer Letter in full, accepts them unconditionally. The parties to this Offer Letter represent that
they have negotiated and understand its provisions.
29. Assignment
The Client shall not assign any of its obligations under this Offer Letter without the prior written consent of the Company. Any such assignment shall be
null and void. This Offer Letter shall be binding on the parties and their respective heirs, personal representatives, successors, and permitted assigns,
and will inure to their benefit.
The Company shall be free to assign any of its rights and obligations under this Offer Letter to any of its affiliates and/or group entities without the
requirement to obtain consent from the Client or intimate the Client.
30. Severability
If any provision of this Offer Letter is held to be illegal, invalid, or unenforceable under any present or future law then: (a) such provision shall be fully
severable; (b) the Offer Letter shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof;
and (c) the remaining provisions of the Offer Letter shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable
provision or by its severance from this Offer Letter.

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