BCYER-BUYING ENTITY PSA (Rev.

00)
INDIA NON JUDICIAL

Government of National Capital Territory of Delhi

e-Stamp

~?:limsrf<IB
Certificate No. IN-OL09440029945746T
Certificate Issued Date 11-Aug-2021 05:59 PM
Account Reference SELFPRINT (PU)/ di-self/ NEHRU/ DL-DLH
Unique Doc. Reference SUBIN DLDL-SELF1 6340995662802T
Purchased by SOLARENERGYCORPORATIONor· INOIA LIMITED
Description of Document Article 5 Generc.cl Agreement
Property Description NOT APPLICABLE
Consideration Price (Rs.) 0
(Zero)
First Party SOLAR ENERGY CORPORATION OF INDIA LIMITED

Second Party NOT APPLICABLE

Stamp Duty Paid By SULAH 1::.Nl::.HGY COHPORATION OF INDI.I'\ LIMITED

SlRmp Duty .t\mount(Rs.) 100

(One Hundred only)

SELF PRiNTED CERTIFICATE

TO BE VERIFIED BY THE REC!PiENT
®.
•. . . . • . • • •• . . . . . . • . . . . . . . . . . . .. . . . .. . . . . . . . . . . 0 Ie.:,~ write or type below thi s iinc ....... ... . . . . . ........... ,.. . . . . ... . .. .. ... . .

This Power Sale Agreement is made on the 12 th day of August of 2021 at Raipur
Between
Solar Energy Corporation oflndia Limited, a company incorporated under the Companies Act 1956,
having its registered office at 6th floor, Plate-[\ NBCC Offict: Block Towcr-2, East Kidwai Nagar,
>lew Delhi- I I 0023 (hereinafter referred to as "Duyer", which exprt:ssion s hall, unless repugnant to t he

2 ~~ Page 1 of53

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803
13UYER-BUYI:--JG ENTITY PSA

context or meanin g thereof, be deemed tu include its suct.:eSsors

and permitted assigns) as a Party of
the first part.

/\nd

Chhattisgarh State Power Distribution Comp any Ltd,

a company incorporated under the
Companies /\ct 2013, having its registered office a l Yidyut Seva
Bhavan, Dang11 nia, Raipur(CG)
492013 (hereinafter referred to as "Buying Entity ur CSPDCL",
which expression shall, unless
repugnant to the context or meaning thereof, be deemed to include
its successors and permitted
assigns) as a Party of the second part.

Buyer and Buying Entity are individually refcm:d to as ·Patty' ancl

collectively referred to as 'Parties'.

Whereas:

A. Solar Encq,,ry Corporation of India Limited (SECT) has been

identified by the Govt. of India
as the nndal agency for implt'-m entotion ofMNRC Schem u for Setting
up ofTSTS connectecl
Solar Power Projects linked with Manufacturing and shall act as
1he lntermedic1ry Procurer
underthe Guidelines forTarifTBased Competitive I3idding Process
for Procurement of Power
from Grid Connected Solar Power Projects.

8 . SF.CI will sign Power Purchase Agreements (PP.A.s) 1Nilh the selecte
d Solar Power Developers
( he1·ei nafter referred to as "SPDs") for procurement of 3000 MW
Solar Power or the total
capacit y of projects sehx:ted under the provisions of Request for
Selection (RfS) issued by
Rt~ No. SECVC&P/RfS/2GWMANlJFACTUR1NG/P-3/Rli0620
19 dated 25.06.2019, if it
is less than 3000 MW. on a long term basis, as indicated al Schedu
le- I and Schedule-2
respectively

C. Buying Ent ity has agrcs.:d to purchase Solar Power from the
Ouyer under the Scheme and
accordingly, Buyer has a1:,rreed to sign Power Purchase Agreements
(PPAs) with Solar Power
develo pers (hereinafter referred to as "SPDs") for procurement of300
MW Solar Power on a
long term basis, as indicated at Schedulc-2. This allocated capaci
ty shall be used for solar
RPO requ iremen t of Buying Utility. SEC! shall intimate the same
to C l'U (PGCl L) for open
access. Ras(..)d on input from PGCIL and corridor availabi lity, quanti
ty (MW) may be revised .

Page 2 of 53

804
 BUYER-BUYTNG ENTITY PSA (Rev. 00)

D. Copy of the PPA(s) shall be submined to Buying Entity within

30 days of the signing of the
PPA(s) and such PPA(s) shal l bcc.:ome integral part of this Agreem
ent (Buyer-Buying Entity
PSA).
E. Pursuant to the aforesaid objecti ve, the Pruties are desirous
of entering into a Power Sale
Agreement ("PSA") i.e. a definitive agreement, regardi ng purcha
se of power from the
Pmject. Pendin g execution of the nc-:essary agreements and other
relevant documents in
relatiun to the tramaction contemplated herein, the Parties wish to
execute this PSI\. setting
out Lhe respective obligations of the Parties and the steps necess
ary tu complete the
transact ions contemplated herein.
F. To establish the commi tment of Buying Entity to purchase and
Buyer to sale power from the
Project, the Parties have entered into this Agreement.
G. I\ bidder which has been selected as successful Oidder based on
this RfS can also execute the
Project through a Specia l Purpose Vehicle (SPY) i.e. a Projec
t Company especially
incorporated to execute the project. SEC! shall enter into PPA with
Projec t Compa ny as per
the te1111s c1nt1 condition of RfS.
H. Discom(s) acknowledge(s) and accept(s) thal SECI is only an
Intermediary Company and is
fac ilitatin g the purchase of :-ale of electricity generated from the
Sular Power Projects and,
therefore, cannot assume independentl y, any obligation, financial
or otherwise, either lo the
SPD or to Discom(s), (unless otherwise specitically provided otherw
ise in the PPA), except
on a back to ba-:k basis, namely, that whatever· obligation is enforc
ed by the SPD under the
PPA agains t SEC!, Discom(s)shall be bound to ful til the obligation
on a back to back basis
towards SEC! and similarly, whatt:vt.:r rights that Discom(s) may claim
under this Agreement
aga imt SECJ, shall be subject to due enforcement of the corresp
onding rights on a back to
hack basis by SEC! against SPD, without an independent obligation
on the part of SEC!.
.'low therefore, in consideration of the premises a11d mutua
l agreements, covenants and
conditions set fortb herein, it is hereby agreed by and between
the Partie s as follows:

Page 3 of 53

805
 BUYER-HU YING ENTITY PSA

ARTI CLE 1: DEFI NITIO NS Af\"D lNTE RPRE TATJ ON

1.1 l)cfin ilions

The terms used in this /\grccment, unless as defi ned below or

repugnant to the context, shall have the
same meaning as defined in the Buyer SPD PPA and as assi1;,
'Tled to them by the Electricit)' Act, 2003
and the rules or regulations framed there under, including
those issued/ framed by the Appro priate
Commission (as define d hereunder), as amend ed or re-enacted
from time to time.

I "Act" or "Electricity Electr icity Act, 2003 and include any modifications, amend
ments and
Act, 2003" substitution from time to time;

",\greemcnt" or "Power shall mean this Power Sale:: Agree

ment including its re::citals and
Sale Agree ment" or Sche::dules, amend ed or moditicd from time to timt: in accord
"PSA" ance with the
terms hereof;
"Appropri ate lJnl~ss otherwise stated. /\ ppropriate Commission shall
be Hon'ble
Commission" Centra l Electr icity Regul atory Commission;

"Adjusted Equity " Shall have the sarne meaning os contained in the SECI- SPD
PPA
"Bill Dispute Notice" shall mean the notice issued by a Party raising a Dispute
regarding a
Monthly Dill or a Supple mentary Rill issued by the other Party;
"Ru:,iness Day" shall m e.'1 11 with respect 10 Buyer and Buyin g Entity, a day
other than
Saturday, Suntlay or a statutory holiday, on which the banks
remain open
for business in 1he State ofCHHATTISGARH and Delhi.

''Buy ing Entity " means an Entity th/11 r('quires Solar Powt:r to fulfi l its sol<tr
RPO undt:r
rc:-.peetive RPO regulations and intend to buy a.t least 300 MW
of Solar
1 - - - -- - -- -- - Power under this RfS.
- - - - - - -- - - -- -- - -
"Ruye r-SPD 1-'PA" Shall mean the power purchase agreem ent signed between - - -
Buyer and
SPD for procurement of 3000 MW Solar Power by Buyer from
SPD and
1--- - - - -- - ----+- a1u1exed hereto as S<.:hed ule 2 of this Agree ment;
;'Capacity Utilisati on sha II have the same meani ng as provided in CERC (Tenn s and
Factor" or "C:Cf " Conditions
for Tariff determination from Kenewablt: Energy Sources)
Regul ati ons,
2009 as amended from time to time; Howe ver, for avoid
ance of any
dou bt, it is clarified Lhat the CUF shall be calcul
ated on the
Contracted Capac ity;
In any Contract Year, if 'X' MWh of energy has been metere
d out at the
Del ivery Point for 'Y'MW Projed capacity,
cur= {X
'vf \Vh/(YMW "'8766)) X 100%;

Page 4 of 53

806
 RUYEK-BUYTNG ENTITY PSA (Rev. 00)

I "CERC" shall mean the O .:ntra l Electricity Regu lator

y Com mission of lndia,
I constituted under sub - section (1) of Secti on 76
Act, 2003, or its succe:;sors;
of the F.lectricity
~-·c entral Transmi.;sion - - -- - - - - - - --- - - -- - --!
Shctll mean the utility notifi ed by the Central Gove
tility" or "CTU" rnment underSection-

C
38 of the Electricity Act 2003;
- - --1 - - -- - - -- --
Change in Law" - -
shall have the 111eaning ascribed - - - - -- - - - - - - -
thereto in Article 8 ufthis Agreement;
"Commercial Operation shal I mea11 the actua
l date of commissioning of the project as declared
Date" the Commiss ioning Committee const ituted by by
the State Nodal Agency
(SNA ). In case or part corn lTl ission ing, COD will
be declared only fur that
part of project capacity;
"Commissioning" or The Project wi ll be considered as commissioned
"Proj ect if all equipment as per
rated Project Capacity has been ins taI led and energ
Commiss ioning" y has flown into grid,
in line with the Commissioni ng procedures ddin
ed in the Guidelinesi
PPA;
ompc tent C-o-u-rt_o_f-;-shall mean any court or
tribunal or any simi lar judic ial or quasi - j udici
v" al
body in India that has jurisdiction to adj udicate
upon issues relat ing 10 this
A greem ent:
"Consul1ation Period'' shall mean the period of sixty (60) days or such
other longer period as the
Parti es may agree, commencing from the date
of issuance of a Buye r
Preliminary Default Notice or Buying Entity Pc·cli
minary Default Kotice
as provided in /\rticle 9 of this Agreement, for
ccns ultation between the
Parties to mitigate the conseque nce of the rdev
ant event having regard to
all the circu msta nces;

immedi ately succeeding tvlarch 31 and thereaftt:r

each period of 12 month:;
beginni ng on April 1 anti endin g on March 31 provi
ded that:
(i) in the fi nancial year in which the Scheduled
Commissioning Dale
would occu r, tl1c Contract Year shall end on
the date immediate ly
before the Scheduled Commissioning Date am!
a new Contract Year
shall commence once again from the Scheduled
Commissi oning Date
and end on the immediate ly succeeding March
31, and thereafter each
period of twelve ( 12) months comm encing on
April I and end ing on
Marc h 31, and
(ii) provi ded further thM the last Cont ract Year
of this Agreement shall
- - -- - + - -- end on the last clay of the Term of this Agreemen
- -- - -_,: _ t;
"Contracted Capacity'' shall mean 300 MW of Solar Power contracted with- - ' - - -- - - --
Buying Entity for sale
of such power by Buyer to Ruying Entity fl t the
Delivery Point from tire
Solar Power Project;
"Debt Due" shall have the sam.:: meaning as contained in the
SECI-SPD PPA

..-. Page 5 of 53

807
BUYER-B UY ING ENTITY PSA

"Ddivery Point" shall mean the po int at 220 kV or above where the power from the Solar
Power project(s) will be injected into the IS'J'S. Meteri ng shall be done at
this interconnection point where the power will be injected into the ISTS
i.e. the Delivery point. For interconnection with grid and metering, lhe SPD
shall abide by the relevant CERC Regulatiuns, Grid Code, and Central
Electric ity Authority Regulations as amended from time to time.;
"Dispute" shall mean any dispute ur difference of any kind bt:tween Buyer and the
Buying Entity in connection with or arising out ofthi;; Agreement including
but not limited to any issue on the interpretation and scope of the terms of
thi~ Agreement as provi ded in Article 12 of this Agreement;
"Uue Date" shall mean the thirtieth (30th) day after a Monthly Bill or a Supplementary
Bill is received and duly 111.:k.nowledged by Buying Entity or, if such day is
not a Husiness Dl'ly, the immediately succeeding Dusiness Day, by ¼hich
date such Mumhly Bill or a Supplementary Bill is payable by Ouying
Entity;
"Effective Date" Shall have the meaning ascribed thereto in Article 2. 1 of tllis Agreement;
''Electricity Laws" shall mean the Electricity Act, 2003 and the rules and regulation, made
there under from time to time alung with amendments thereto and
repla\.:ements thereof and any other Law pertaining to clcdricity including
regulations framed by the Appropriate Comm ission;
- - - - + -- - -
"Eneq,,ry Accounts" shall mean the 1·egiorrnl energy accounts/ state energy accounts a~
specified in the Grid Code issued by the appropriate agency for each
Month (as per their prescribed methodulogy), including the rcvisiuns and
amendments thereof;
"F.vcnt of Default" --hall mean thee,1ents as defined in Article 9 of this A!,,rr~ement;
"Expiry Date" shall mean the date l'IS un the expiry 0f 2S yl~.:tr s from the SCD or from the
date of foll com missioning of the projects, whichever is earlier.
"force \1ajeure" or shall have themeaning ascribed thereto in Article 7 of this Ai;,oreement;
"force Majeure F.venl"
"Guidelines: or shall mean the G uidelines for Tariff Oased Competiti ve Bidding Process
"Scheme" for Procurement of Pow~r frum Grid Connected Sol:1r PV Power Projects
issued by the tvlinistry of Power on 3rd August 2017 including its
amendment(s), \.: urrigendum(s) and clarifieation(s) (if any) issued by GOT
"Grid Code"/ "IEGC" or shall mean the Grid Code specified by the Central Commission under
"State Grid Code" Clause (h) of Sub-section ( 1) of Section 79 of the Electricity A<.:t and/ or
the State Grid Code as specified by the concerned State Commission,
referred under Cla use (h) of Sub- section ( I) uf Section86 of the F.lcciril:ity
Act 2003, a5 applicable;
- - - - -- ---' - ---- -- - -

Page 6 ot 53

808
 l:WYER-BCYING ENTIT Y PSA (Rev. 00)

Fincr emenlal Shall mean the amount of receivables, in exc1:: ss of the

amounts which
Receivables" have already been charged or agreed to be charged in favou
r oftbe parties
by way of a legally binding agreement, executed prior
to the Effective
Date;
"Indian Governmental shall mean the Governmen t ofind i'4 Gove rnments of~ta
te(s), where the
lnstrur11ental ity" Power Projects, Buyer and I3uyi ng Entity are located
and any ministry,
department, board, au1ho ricy, agency, corporation, comm
ission under the
direct or indirect control of Government of India or any
of the above state
Gm,ernment(s) or both, any political sub-division
of any of them
including any court or Appropriate Cummission
(s) or tribunal or
judicial 0 1· quasi-judici al body in India;
"1nterconnection shall mean the fac..:i Ii ties on SPD' s side of the Delivery
Point for sendi ng
facilities" and metering the electrical output in accordance with this
Agreement and,
subject to Article 4, the \1etering System required fur
supply of power;
"Invoice'· or "l:3il I" shall mean either a :\fomhly Invoice, Monthly Rill or a
Supplern1c:ntary
Invoice! Supplemen tary Bill by ,my ofthe Parties;
"Late Payment shall have the meaning ascribed therctu in Article 6.3 .3
ofthi~ Agrct'ment;
Surcharge"
"Law" Shall mean in relation to this Agreement, all
laws including
Electricity Laws in force in India and any statut
e, ordi nance,
regulation, notification or code, rule, or any interpretatio
n of any of them
by an Indian Governmental ln:,trumenta lity and having
force of law and
shall further include without limitation all applicable
rules, regulations,
orders, notifications by an Indian Governmental Instrumenta
lity pursuant
to or under any of them and shall include witho ut limita
tion all rules,
regulations, decisions a11d orders of the Appropriate Comm
- -- -- - - ---
''Lette r of Credit" or sha II have the meaning ascribed thereto in Article 6.4 of
ission:
this Agreement;
"L/C''
"Month" shall mean a period ()f thirty (30) days from (and exclud
ing) the date of
the event, where applicable, ebe a calendar month;
"Open Access" shalI have the same meoning as provided in the Electr
icity Act 2003 a-.
amended from time to time;
"Party" and "Parties" -- -- - - - -- -- --- -- -
sha II have the mcani 11g ascribed thereto in the recital to
this Agreement;

"Payment Security shall have the mea11ing ascribed thereto in Article 6.4 o:
this Agree mc11l;
- Mechani~n,"
-- -- - - -- ~ -- - -- -- - - - - -- - ----
- - -- - - - - -- j

Page 7 of 53

809
 BUYER-OUYlNG ENTITY PSA

"Pooling Substa tion/ Means a point where more than one Solar Power projects may connec
t to
Pooling Point" a commo n transm ission system. -:vtultip le projet: ts can be connet
:ted to a
pooli ng substation from where commo n transmission system
shall be
constructed and mainta im:d by the devcloper(s) to get connected
to the
lSTS substation. The voltage level for such common line shall be
220 kV
and c1bove. Further, the meterin g of the pooled power shall be done
at the
injection point, i.e. the lSTS substat ion. However, the voltage
level of
transmission system of individ ual project<; up to the pool ing substat
ion
may be a1 33 kV and above. Sub-meters shall be installed a l the
pooling
substRtiun for metering and forecasting and schedu ling of individ
wil
projects. The losses in the commo n transmission system up to the inj
ection
point shall be apportioned to the individual projects for the purpos
e of
bil ling.
"Prelimi nary Default shall have the 111eaning ascribed thereto in Ar1 icle 9 of this Agreem
Notice" ent;

"Project" or "Power shal l mean the Solar Power generation facility as per Schedule-I
having
Projec t" separate points of injectio n into the grid at interconnection/metering
point
at ISTS substation or in ca:.e of sharing of lrnns111 issio11 lines, by
separate
injection al pooling point. Each project must also have separate
control
"Project Capacity''
_
syslcms and meterin g.___
___;;

Shall mean the maximum /\C capacity of the Project at the point of
injection
on which the Power Sale Agreement has been signed.
"RI3I" shall mean the Reserve 8 ank of India;

"Rebate" :shall have the sc1me meaning as ascribed thereto in Anicle 6.3.4
of this
Agreement;
''KLOC" - - - - --
sl-iall mean the rd evant Regional Load Dispatch Centre establi
sheJ under
Sub-sectio11 ( I) of Sectio n 27 of the Electricity Act, 2003:
- ~ - - -- -- - ---1
shall mean the relevant Regional Power Committee establi shed by the
Govern ment of l ndia for a spet:i fie region in act:ordance with the Electri
city
/\ct, 2003 for facilitat ing integrated operation of the power system
in that
region;
- - - --
"Rupees'', "Rs.", "{: "
shall mean Indian rupees, the lawful current:y of India;
"Scherluled Shall mean the Date that is mentioned in the SF.CI- SPD PP.I\;
Commissioning Date"
or "SCD"
I "SF.RC" shall mean the Electricity Regulatory Commission of any State
in India
constituted under Section-82 of the Elec1rid ty Act, 2003 or its succes
sors.
and includes a Joint Commission constit uted under Subsection
(1 ) of
Senion 83 of th::: Electricity Act 2003; _ _ _ _ __ _ ______J

Page 8 of 53

810
 UU YER-BUYING ENTITY PS/\

"SLDC Charges" Ishal l 111.;an the char·gcs levied by any of the relevant SLDCs on Buying
Entity ;
"SEC!" shall mean Solar Energy Corporation of India Limited;
-
"State Transmission shall mean the Board or the Government company noti
Utility" or "STC " fi ed by the
respective State Government under Sub-section (1) of Sectio
n 39 of the
Act;
"Tarif f' Shall have the same meaning a~ provided for in Articl -
e 5 of this
Agreement;

"Tarif f Payme nts" shall mean the payme nts to be made under Monthly Bi lls as
referred to in
A11icle 6 and the relevant Supph,mentary Bills;
"Termination Notice" shall mean the notice given by either Parties for termin
ation of this
Agree ment in accordance with Article 9 of this Agreement;

"Term of Agreement" shall have the meani ng ascribed thereto in Article 2 of this Agree
ment;
" rrading ;-.1argin" shall mean margin payable towards the services provided by
SECI for re-
sale of power to Buying Utilities under this Agreement, which
shall be Rs
0.07/kWh fixed for the entire term of the Agree ment
Unit Commercial shalI rnc,111 the date of issuance of commission ing certifi
Operation l)ate (UCOD) cate for the
respective part(s) of the Power Project subsequent to the demon
stration of
the compliance of commissioning and also start of injection and
schedul ing
power fro m the Power Proj ect to the Delive ry Point and
av<1ilabil ity/
installarion of all necess<1ry arrangements/ equipment includ
ing RlU for
schedu ling of power generated from the Project and transm
ission of data
to the concerned authority as per applicable regulation;
"Week'' shall mean a calendar week commencing from 00:00 hours of
Monday, and
ending at 24:00 hours of the following Sunday;

"Solar Power hall mean the solar photovoltaic projec t that uses sunlig
ht for direc
Project" ·onversion intu electricity and that is being set up by the
SPD to provid e
olar Power to SECI ;
--- -- - -- -- -
"Solar Power" Sh a11mean power generated from the Solar Power Proj<::ct;

Page 9 of 53

811
 BUYER-BUYING DITJTY PSA

1.2 lnterp retatio11

Save where the contrary is indicated, any reference

in this Agreement to :
1.2. 1 " Agree ment" shall be construed as includ ing
a reference to it,; Sched ules and/ or Appe ndices
and/ or Anne xures;
1.2.2 An "A rticle", a "Recital", a "Schedule" and
a " paragraph / clause " shall be wnstr ued as a
reference to an Atticle, a Recital, a Sched ule anti
a parag raph/c lause respec tivdy of this
Agree ment;
1.2.3 A ''crore" means a refcr..: nce to ten mi llion (IU,00
0,000 ) and a " lakh" mean s a re ferenc e to
one tenth of a mill ion ( 1,00 ,000);
1.2.4 An "encu mbrance" shall be construed as a refere
nce lo a mortg age, charg e, pledg e, lien or
other encum branc e securing any obl igation of any
perso n or any olher type of preferential
arrang emen t (including, without I in, itation, title
transf er and retention arrangement s)
havin g a s iniil ar effect;
1.? .5 "Inde btedn ess'' shall be const rued so m: to
include any obliga tion (whet her incurred as
surety ) for the payment ur repay ment uf money,
wheth er prese nt or future, actual or
contingent;
1.2.6 A "perso n" ;;hall be const ruct! as a refere nce
to any person, firm, comp any, corpo ration,
sm;iety, trust, government, state or agenc y of a
state or any association or partne rship
( whether or not havin g separa h: legal perso na Ii ty)
of two or more of the above and a perso n
s hall be const rued as includ ing a refere nce 10 its
successors, permitted transferees and
permilted assien s in accor dance with their respe
ctive inten.:sts;
1.2.7 "Rupee", "Rupe es" "Rs." or new rupee symb
ol " Z""sh all denote Indian Rupees, the lawfu l
currency of India;
1.2.8 The ''wind ing-lip", "disso lution ", "insol vency
", or "reorganizat ion" of a comp any o r
corpo ration shall be const rued so as to include any
equivalent or analo gous proce eding s
under the Law of the jurisd iction in which such comp
any or corpo ration is incorp orated or
any jurisdiction in which such company or corpo
ration carrie s on busin ess includ ing the
seekin g o f liquid ation, windi ng-up, rwrganization,
dissolution, arrangemen t, protection or
re lief or debto rs;
1.2.9 Word s impon ing the singular shall includ e the plurnl
and vice versa ;
1.2. IO This Agree ment itself or any other agr-=:e ment
or document shall be const rued as a refort:nce
lo this or to s uch other abrreeme nt or doc ument as
it may have been, or may from time lo

Page 10 of 53

812
 BUYER-BUYING E~TITY PSA

t ime be, amended, varied, novatcd, replaced or supplemente

d only ifagrced to between the
parties;

1.2.1 1 A Law shall be constr ued as a refere nce to such

Law including its amendments or re-
enactments from time to time;
1.2. 12 A time of day shall, save as otherwise provided in
any agreement or document be construed
as a reference to Indian Standard Time;
1.2.1 J Ditfornnt pa11s of this Agreement are to
be taken as mutually explanatory and
supplementary to ca-:h other and if there is any inconsisten
cy between or among the pans
of th is Agreement they shal I be interpreted in II harmonious
mann er so as to give effect to
each part;
1.2. 14 The tabks of contents and any headings or wb-h
eadings in this Agree ment have been
inse1ted for ease of reference only and shall not
affect the interpretation of th.is
Agreemen t;
1.2.15 All intere:, t, if applicable and payab k under this
Asrreement, shall accrue from day to day
and be calcu lated on the basis of a year of three hundr
ed and sixty live (365) d11ys;
1.2.16 The words ''here of' or "herein", if and when used
in this Agreement shall mean a reference
tu this Agrcument;
1.2.17 The terms "including" or "including without limita
tion" shall mean that any list of examples
following such term shall in no way restrict or lim it the
generality of tht: word or provi~ion
in n.i~pect ofw hiuh such examples are proviued;

1.2.18 A11 the terms and expre~sions in capitalized fonn

not defined he1ci11 in this Agreement shall
have mean ing as provided therein in tlie RfS documents
and PPA
1.2.18 This /\grccment and other documents Iike Reque
st for Selection Documents, Guidelines
including subsequent clarifications, 11m1::ndments and furthe
r clarilicatio ns in regard to the
Scheme for PPA linked Manufacturing and Power Purch
ase Agrccmem entered by SECT
with SP()~ ~hall be read in conjunction willi each other
and interpreted in harmonious
manner.

Page 11 of 53

813
 BUYER-UUYING El\TJTY PSA

ARTICLE 2: TER M OF AGR EEM ENT

2.11:,jjective Date & Co/l(lirio11s Prec:edeflt

2.1 . l This Agreement :;hall come i nlo effect frorn the

date of signing of this Agreement and such
dale shall be referred to as the Effective Dctte.
2.1 .2 Notwithstanding the Effect iw Date, the condi
tion precedent for the l!nforcement of the
obligations of either party against the other under SECT
-SPD PP/\ shall be that within 60
days rrom the date of subm ission to the Appropriate Comm
ission, the Buying Entity (ics)
shall obtain all requisite approval:; including appro val
of PSA (including adoption of tariff
and trading margin) from its State Electricity Regulatory
Commission and/ or CERC (as
applicable), on the terms and conditions contained in
this Agree ment read with the terms
and conditions contained in the Powe r Sale Agreement
entered into between SECT and the
Buying J:ntity(ies). The Parties agree that in the event, tht:
order of adoption oftarift~ trading
nrnrgin and the approval of PPA & PSA, as mentioned
above is not issued by the SERC
and/ or CcRC (as applical.Jlt::) within the ti me specitied
above, the provis ions of Article 2. 1.3
of SEC] SPD PPA shall apply. llowever, commencem
ent of supply to CSPDCL under
SECI-SPD PPA slrnll be subject lo approval of SECT CSPD
CL PSA for procurement of300
MW Solar power from lSTS connected Solar power
under M,mufacturing linked Solar
scheme by State Electricity Regu latory Commi;;,,ion i.e.
CSERC.

2.1.3 SECI/Buying tntity as the case may be, shall obtain

the order oftht: Appropriate Commission
adopting the tariff and approving the p:ocureme111 of
the contracted capacity on the terms
and condiLions contained in this agreerm:nt entered into
between SF.Cl and Buying Entity
read with the terms and conditions contained in the PPA
to be entered into between SEC!
ancJ the SPD. The Trading Marg in shall he applicable
a~ per Article 5 of lhe PSA.
2.1.4 B01 h Parties agrCi..! that under SEC1- SPD PPA, SEC! may
be required to grant an extension
in time as per pr-ovisions of the PPA under intimation to
Buying Entity
2.2 Term ofAgr eeme nt
2.2. I This Agrnement subject to Article 2.3 and 2.4 shall
be valid for a Term from the Effoetive
Date until the Expiry Dale. This Agreement may be
~xtended for ~ further period on
mutually agreed term~ ,md conditions a l least one hundr
ed eighty (180) days prior to the
Expiry Date.

Page 12 of 53

814
BUYER-BUYING ENTITY PS/\

2.3 Early Termination

2.3. 1 This Agreement sha ll termi nate before the Expiry Date:
J. if either SEC! or Buying Entity tem1inales this Agree
ment , pursuant to Article 9 of
this Agreement. or
II. if any SECI-SPD PPA gets terminated, the capacity
under this agreement shall
c1utomatically be reduc ed btll only to the extent of that
particular SECI-SPD PP/\
cap<1dty without any liabili ty on SECI.
2.4 Survival
2.4. l T he expiry or termination of this Agree ment
shall not affect any at:crue d rights ,
obli gations and liabili ties of the Parties underthis Agree
ment, int:! uding the right to receive
liquidated dama ges <1S per the terms of this Agreement,
nor shall it affect the survival of
any continuing obligations for which this Agreement
provides, either expressly or by
necessary impl icat ion, which are to ,;urvive after the Expir
y Date ur termin ation includ ing
those um.ler, Article 7 (Force Majeu re), Article 9 (Even
ts of Defa ult and Termination),
Article 10 (Liability and lndemnilication), Article
12 (Gove rning Law and Dispute
Resolutin11 ), Article 13 (Miscellaneous Provis ions), anti
other Atticlcs and Schedules of
this Agree 111cnt which expressly or by tlli.:ir nature surviv
e the Term or termination ofthi~
Agreement shit II continue and survive any ~xpiry or termi
nation of this Agree ment.

Page 13 of 53

815
 BC"YER-BUYTNU EI\TJTY PSA

ART ICLE J: SUPP LY OF POW ER TO BUYING

ENTI TY
3.1 Ob!igat/011s of BLrying Entity:

3. l..l Ruying Entity undertakes that it shall: -

(a) Ensure off take of the available capacity from the Comm
ercial Operation Date of lhe Project.
(b) Ensure avai lability of the interconnec1iun facility and
evacuation of power from the CTUSTU
interface of Buying Entity's state periphery from the
Commercial Operation Date of the
Project.
(c) be responsible for payment of the transm ission relate
d t:harges and applicable Rf.DC/SLDC
Charges, limited to the charges appl icable to the Contr
acted Capacity of Buying Entity under
this Agreement, as determined by CERC from time to
time.
(d) Make payment of the \-1onth ly Bill/Supplementary
Bil l by the Due Date.
(e) Open and maintain Payment Security Mechanism as
per A1ticlc 6.4 for the entire Term of the
Agreement.
(f) /\rrangc for required consent/NOC from STU/ SLDC
/ concerned agencies in the State of
Chha ttisga rh for availing open acc~s / sched uling of
the power, within 30 days ofacceptance
of such application from the SPD.
(g) Obtain necessary approval/ adoption of PS,'\ along
with tarift~ trading margin aml contracted
capacity
(h) Fulfil all the obligati ons undertaken by 13Ltying Entity
under this Agreement.

3.2 Charges

3.2.1 As per applicable regulation(:,) of the Appro

priate Cornrnission(s), all charges as
determined by Appropriate Commission from time to time
pertai ning to open access, CTU
charges scheduling charges (if any) and any other charg
es from injection/delivery point to
the receiv ing suhsla tion(s)of Ruying Entity if any, shall
be diret:tly paid or reimbursed by
Buying Entity. Invoicing for all transmission relate
d charges shall be done through
Suppl ementary Bills.
3.2.2 l:3uycr shall neither be liable for obtain ing the open
access nor for any payments lo be made
for such open access to the concerned STU/ CTU
by Buying Entity .
3.2.J !\ot L'sed.

Page 14 of 53

816
BUYER-OUYING ENTITY PSA

3.3 losse s
3.3.1 Ruyin g Entit y shall be liabli.: to bear all
the transmission losses as deter mined by Appro
priate
Com mission from time to lime in respecl of the
powe r evacu ated from the Delivery Point s
to i ts recei ving subsi:ation(s).

Page 15 of 53

817
 RUYER-BUYTNG ENTITY PSA

ARTI CLE 4: METE RING , El'iER GY ACCO ~TIN G

Al';"D SCHE DULI:'IG
4. t Jlt/cteri11g

4. 1. 1 The metering arrangements for metering the electrical

energy supplied at tht: Delivery Poinl
and Deli very Point shall be as per the provis ions identif
ied in the Ruyer-SPD PPA
respec.:tively. The metering arrangement shall comply with the
norms ofSERC / CERC/ CEA
as applicable.

4.1 .2 The energy details obtained from energy Accounts

issued by the RPC of the buying entity,
shall be provided to Buying Entity by Buyer along with 'vfonth
ly Bi ll validating the total
energy for which the Month ly Bil l is generated.

4.1.3 Energy Accounts shall be binding on both the Parties for bil
ling and payment purposes.

4.2 Energ y Accou ntint: & Sc/1eduli111:

4.2.1 The schedu ling and energy accOLtnting of Solar Power

shall be as per the provisions of the
Buyer-SPD PPA and Gtid Code.
4.2.2 The SPD shall be responsible for deviations made
by it from the dispatch schedule and for
,my resultanl liabi Iities on account of charges for deviat ion as
per applicable regulations.
4.2.3. SP[) :,hall be responsible for any deviation related tu
scheduling irnd actual generation.
11.2.4 No back-down/ curtailment to be ordered withou t giving forma
l/ wrinen instruction to
the SPD as detailed in Schcd ulv I. Back-lluwn/ curtail
ment (if any) including
justifi cation of sucli curtailment/ b::ick-down to he made public
by the concerned Lo::id
Disp::i lch Centre.

Page 16 of 53

818
 RCYER-13UYING ENTI TY PSJ\

ARTICLE 5: APPLICABLE T ARTFF

5.1.1 From SCD a11d subject to the provision ()fthe Attich
.: 6.7, the Buying Entity shall pay the
fixed tariff of Rs. 2.54/ kWh plus trading margin of Rs.
0.07/ kWh for the entire term of
this agreement.

.'i.1.2 Not used

5.1.3 nenetits un account of any reduc tiun in tariff as

per provis ion:, uf SECI-SPD PPA, shall be
passed on to the Buying Utility.

5. 1.4 As pt.:r provisions of the PPA, the SPDs are permi

tted for full commission ing as well as part
commissioning of the Project evt.:n prior to the SCD. ln
cases of early part-comm ission ing,
t ill the achievement of full comnii;;::;ioning or SCD, which
ever is earlier, the Buying Entity
shall purchase the generation ti ll SCD, at 75% (seven
ty-five per cent) o r the tari ff a.s
mentioned in the Article 5. 1.1 plus Trading Margin of
Rs 0.07/ kWh, (Seven Paisa per
k\Vh). In case of full commissioning of the Proje,t(s)
prior to SCD, Buying Entity shall
purchase the power at tariff as per article 5. 1.1 plus
Trading Margin of Rs 0.07/kWh,
(Seve n Paisa per kWh)].

5.1.S Any excess generation over and above energy specif

ied in Art icle 6.8.3, may be purchased
at a tari fT of 75% of the tariff as rn<.> ntioned in Articl
e 5.1. 1 provided the Ruying Entity
consents for purcha5e of such excess generation with
Trading Margin of Rs 0.07/k\V h
(Seve n Paisa per kWh). ln case of any excess gencrntion
as indicated by the SPD under
the PPA, SEC! shall intimate the Buying Entity reg,m.ling
the propo&etl quantum ofexcess
generation, Ill least 1 month prior to the scheduled execs:
, generation proposed. The Buying
Entity shall be required to grant its co11se11-Urefu sal for
the proposed excess generation
within 15 days from the receipt of the above incimation
from SEC! (through email). Jn case
the consent/refusal as sought by SEC I for the same
is not issued by the Buying Entity
witlrin the above ~ti pulated tirnclines, it shall be deemed
that the Ouying Entity has granted
it<; conse.nt for purchase of such excess generation as per
the terms of this Agreement.
5.1 .6 . Not used
5. 1. 7 Subsequent to grant of connectivity, in case there is a delay
in grn nt/operationalization of
LTi\ by the CTlJ anciior there is a delay in readincss of
the ISTS substation at the Deli very
Point, includi ng readiness of the power evacuation and
transmission infras tructure of the
1S1 S network until SCD of the Project, and it is established
that:
Page 17 of 53

819
BUYE R-BU YTNG ENTIT Y PSA

(i) The SPf) has complied with the compl c1e application forma
lit ies as per RfS,
(ii) ~I he SPD has adhered tu the applicable..: Procedure in this
regard as notified
by the CERC/CT\J, arid
(iii) r he delay in grant of connectivity/LTA by the CTU and/or
delay in readiness of the
ISTS substation at the Delivery Point, including readiness
of the pow.::r evacuation
and transrn is~ion infrastrw.:tLire of the ISTS network, is a
factor attributable to the
CTU/transrnission licensee and is beyond the control of the
SPD;
The ~bove shall be treated as del A)'S beyond the control of the
SPD and SCD shall be
extenckd for such Projects upto 15 days subsequent to the readin
ess of the Delivery
Point and power evacuation infrastructure and/or operationali
zation of LT A. Decision
on requisite extension on accou nt of the above factor shall be
taken by SECT.

Page 18 of 53

820
 13UYE R-I3UYl}.JG ENTl rY PSA

ARTICLE 6: BILLL'IG Al\1) PAYM ENT

6.1 Gener al
6.1 .1 From CCO DICO D of the Project, Buyin g Entity
shall pay to Buye r the monthly Tariff
Payments, on or before the Due Date, in accordance with
Tari ff as speci fiud in Article 5.
All Tari IT Payments by Buying F.n1 i1y shall be in Indian
Rupees.
6.2 Deliv ery all(/ Content of Mo11tlt/y Bills
6.2.1 Buyer shall issue to Buying Entity a signed Monthly Bill
on the P' Busin ess Day of the
month .
6.2.2 The Monthly Bil l prepa red as dctc1il ed in Schedule-3
of the PSA, shall im:lude the
following~
i) Mont hly bi ll may be raised based on the provisional
RLA
ii) The ti11al adjust ments if any may be done on the basis
of the !inal RE/\ along with
the next month bi 11
iii ) Taxes, Duties, Levi es etc. as applicable.
final billing may be done based on published REA.
6.3 Payment of Monthly Bills
6.3.1 Buying Enti1y shall pay the amount payable under the
Mont hly Bill on the Due Date to
such account of Buyer, as shall have been previously
notifi ed to Buying Entity in
m:cord ance with Article 6. 3.2 below.

6.3.2. Buyer shall open a bank acco11I1t Al New Delhi ("Buyer's Dcsibrnated l\ccu u111") for all
Tariff Payments to be made by Buying Entity to Ruyt::r
, and notify Buying Entity of the
details of such account at least ninety (90) Days before
the dispatch of the first Monthly
Bill. Buyin g Entity shal l also desig nate a bank accou
nt at CHH ATTI SGAR H (the
"Buying Entity 's Designatt.:d Accou nt") ror payments
to be made by Buyer to Buying
Entity, if any, ::ind notify Buyt.:r of the detaib of such accou
nt ninety (90) Days before the
dispa tch of the fir,;t Monthly Bill. Buyer and Buying Entity
shall instruct their respective
hankers to moke all payments under this Agn.:i::rnent to
Buying
Entity' Designated Account or Buyer's D..!signated Accou
nt, as the case may be, and shall
notify either Party of such instructions 0 11 the same day.

Page 19 of 53

821
 RUY-ER-8UYTNG ENTITY PSA

6.3.3 Late Paym cnl Surch arge

In the event of payment of a Monthly Bill by the Buyin
g Entity beyond 30 days of its due
date, a Late Payment Surcharge (LPS) shal l be payable
by the Buying Entity to SECI on
the outstandi ng payment, at the base rate of Late Paym
ent Surcharge applicable for the
period for the fi rst month of default. "Base rate of Late
Payment Surcharge'' means the
marginal cost nf funds based lending rate for one year
of the State Rank of India, as
applicable on the b l April of the financial year in which
the period lies, plus five percent
(500 bps) and in the absence of marginal cost of funds
based lending rate, any other
arrangement that substitutes it, which the Centra l Gove
rnment 1m1y, by notification, in the
Official Gazette, specify: The Late Payment Surclwge
shall be elf!imed by SEC! through
the Supplementary 13ill. Late Pay111..:11l Surcharge shall
be payable on the out5tanding
Payment beyond 30 days of its due date at the base
rate of Lote Payment Surcharge
applicable for the period for the first month of default. The
rate of Late Payment Surcharge
for the succe.s5ive months of default shall increase by 0.5
percent (50 bps) for every month
of delay provided that the Late Payment Surcharge shall
not be more than 3 perce nt higher
than the base rate al any time:
(a) Provi ded that the rate at which Late Payment Surch
arge shall be payable shall not be
higher than I .2S% per month at ,my time fo r purchase
of powe r.

(b) Provided further that, if a distribution licensee has

any payment including Late Payment
Surcharge outsta nding against a bil l after the expiry of
seven months from the 30 days
beyond Due Date of the bill. it shall be rl2bflrred from
procu ring power from a powe1
exchange or grant of short-term open access till such bill
is paid.
(c) All payments by Duyin g EJ1tity to Buyer for power
procured from it shall be first
adjLJSted towards Late Payment Surcharge and therea
fter, towards monthly charges,
starting from the longest overdue bill.
(d) lf the period of default lies in I wo or more tinancial
years, the bas e rate of r.ate Payment
Surcharge shall be rnkul ated sepi!rately for the periods
falling in different years. The Late
Payment Surcharge shall be claincd by Procurer throug
h the Supplementary Bill.

6.3.4 Rebate
For payment nfany Bill incl uding s1.1ppl em;;nlary bill
on or before Due Dale, lhe Rebate
shall be paid by Buye r to the Buying Entity in the fo llowin
g manner.
a) /\ R.ehat e of 2% shall be payable to Buying Entity
for the payment5 made within a
Page 20 of 53

822
BUYER-BUYING ENTfTY PSA

period of 5 (five) days of the receipt of Bill in Buying Entity office.

b) Any payments made after 5 (ti vc) <lays of the receipt of Bill in Buying Entity office
up to the due date shall be allowed a rebate of 1 %.
c) No Rebate shall be payable on the Bills raised on account of Change in Law relating
to taxes, duties, cess etc. and Late Payme111 Surcharge.
d) 1 he day of receipt of bill in CSPDC:l , uplo 2.00 PM will be the zel'O dale. If bill is
received after 2.00 PM, the nexi working day will be zero date
6.4 Payment s~curity Mechnnism
A. Letter uf Credit (LC):
6.4.1 Buying Entity shal I pwvide to Buyer, in respect of payment of its Monthly Bills, an
unconditional, revolving and irrevocable letter oFcreuit as a backup an·angement which is
to be negotiated only 011 th::fault conditions ("Letter of Credit"), opened and maintained by
Buying Entity, which may be drnwn upon by Buyer in accordance with this M iele. Buying
Entity shall provide l:3uyer· dral1 of the Letter of Crerl it propos(,)d to be provided to
Buyer two (2) mo1ths before the S.:heduled Commissioning Date.

6.4.2 Not later than one ( 1) Month before the Start of Surply, Buying Entity shall through a
sc.fa:duled bank at CHHATTISGARII open a Letter of Credit in favour of Buyer, to be
m<1de operative at least 15 days prior w the Due Date of its first Momhly Bill under tl1is
Agreement. The Letter of Credit shall have a term of twelve ( l2) Months and shall be
revicwt:d every 6 months, in the rnunth of January and July and revised w.e.f. April and
Sept. for an amount equal to:

i) for the first Contract Year, equal to 11 0% of the estimated average monthly hill ing;
ii) for each subsequent Contract Year, equal to 110% ofthe average of the monthly Tariff
Payments of the previous Contract Year.

6.4.3 Provided that Duyer shall not draw upon such Letter of Credit rrior to tht: 30 days beyond
it<; Due Date of the relevant Monthly Bill, and shall not make more than 011e drawal in a
Month.
6.4.4 Providtxl further that ifat any time, s uch Letter of Credit amount falls short of the amount
spccifieu in Article 6.4.2 due to any reason whatsoever, Buying Entity shall restore such
shonfall within seven (7) days.

✓ Page 21 of 53

823
l:3UYF.R-B UYL'JG ENTITY PSA

6.4.5 Buying Entity shall cause the scheduled bank issuing the Letter of Credit to
intimate Buyer,
in writing regarding establishing of such irrevocable Letter of Credit
6.4.6 Ruying Entity shall ensure that the Letter uf Credit shall be renewed prior
to its expiry.

6.4.7 All costs relati ng tu opening, maintemtnce of the Letter of Credit shall be
hornc by Buying
Entity.

6.4.8 If Buying Entity fai ls to pay a \1onthly Bill or part thereof within and includin
g 30 days
beyond it5 Due Date, then, subject 10 Article 6.4.3 and 6.6.2, Buyer may draw
upon the
Letter of Credit, c1nd accordingly the bank shall pay without any reference or in~tructi
ons
from Buying Entity, an amount equal to such Monthly Bill or part thereof, hy presenti
ng to
lhe sched uled bank issuing the Letter of Credit, the following documents:
i) a copy of the Monthly Bill which has remained unpaid by Buying Entity;
ii) a ce11iticate from Buyer to the effoct that the bill at item (i) above, or specified
part
thereof, i~ in act:orda nce witl1 Lite Agreement and has remained unpaid att.e, 30
days beyond the Due Date;

B. State Govern ment Guarantee

The Buying Entity shall extend lhl! State Government Guarantee, in a legally enforcea
ble form,
such that there is adequate secur·ity, both in terms of payment ofenergy charges and
termination
compens ation if any [for the purpose uf this clause, the Tri-Partite Agreement (TPA)
signed
between Re~crve Bank of India, Central Governme11t aml State Government shall
qualify as
State Govem111en1Guarantee covering the security fur payment of energy charges]
. The Duyer
shal l ensure that upon invoking this gLmrantee, it shall at once, pass on the same to
the SPDts),
10 lhe extent the payments w the SPD(s) in terms of the PPA are due.
Provided that in cases where the Ruying Entity is neither covered by T1i-Parritc
A 6rreement
(TPA) nor is able lo provide the State Government Uuarantcc, the B uying .l::ntity
shall pay to
SEC! an add itional ri,k premium of Rs 0. 10/kWh, which shall be credited to
the payment
security fund maintained by the Sl::CI.

C. Paymen t Security Fund

In addition to provisions contained in A11iclc 6.4 (A) and 6.4. ( B) Above, the Duying
Uti lity
may also choose to pnwidc Payment Secmity Fund, not later than the t:ommen
cement of

Page 22 of 53

824
BU YER-RlJYING ENTITY PSA

supply of Power to the Buying Utility undt!r this Agreement, which shall be suitable
to support
Payment of at least 3 (thrc-:) months' billing of all the Projects tied up with such fund.

6.5 Third Party Sales by Buyer

6.5.1 l\otwithstand ing anything to the contrary contained in this Agrt!ement,
Buyer shall be
entitlctl to but not obligctl lo regulate power supply of Solar Power of 13uying Entity
in
case of Defau lt in making pc1yment by the 30'" tlc1y of the l)ue Date by Buying Entity.

6.5.2 Buyer shall issue the Notice for Regulation of Powt!r Supply on the date above
and shall
give a M l ice of 15 days to start the regulation on the Wh day.

6.5.3 Regulation of Power Supply would be on pro rata basis i.e., in the ratio of amount
due
and unpaid to total amount due agai nst the relevant Monthly Bil I.
6.5.4 In order to avoid any doubts, it is ill ustrated that:
In the cvt!nt of a bill amounting to Rs. 25 Crore is unpaid to the extent of Rs. 10
Crorc,
Buyer would have a right to regulate and sel l Buying Entity's all ocat ion ufthe power
to
third parties lo the extent of 40% (i.e. I0/25x I00).
6.5.5 Duyer/ SPD shall have the right tu divert the Solar Power or part thereof and
sell it to any
third party namt!ly;
i) Any consumer, ~ubjcct to applicable Law; or

ii) J\ny licensee under the Act;

Buyer shdll request the concerned SL.DC/ RI .DC lo divert such power tu third party
as it
may consider appropriate.
6.5.6 Provided tbfl! such sale of power lo third pa1ty shall not absolve Buying
Entity from its
obligation to pay in full to Buyer for the Solar Power as per Schedule-3 of this Agreem
ent
and any other outstanding payment liability of Buying Entity as per this Agreement.

6.5.7 The amount realized from the diversion and sale of power to third pa1t y over
and above the
tradi ng margin, open access charges and costs/ RLDC/ SLDC etc. shall be adjusted
first
adjusted 1tgi-limt the pendi ng liability of Buying, F11tily & any other costs and the deficit
if
any shal l be made good by Buying Entity.

Page 23 of 53

825
 BUYE R-OUYING ENTITY PSA

6 5.8 Sales to any third party shall cease and regular supply of electri
city to Buying Entity shall
commence iiml be restored within seven (7) days from the
date of clearing all outstanding
dues payable to Buyer for the Solar Power under this /\gree
mcnt.

6.5.9 Further, the liabi lily of Buying Entity to make the Tariff Payme
nts to Buyer as per Energy
Accounts shall statt from the day of such restoration of supply
of powt:r and shall continue
for such periods where in such power was made availahlc
by SPD for usl1ge by Buyin g
F.11tity.

6.6 Disputed Rill

6.6.1 If Buying Entity does not dispute a Monthly Bill raised by the
other Party within fifteen
( 15) days of receiv ing sucli Bill shall be takt:n as conclusive.

6.6.2 If Duying. Entity disputes the amount payable under

a Month ly Bi l I it shall pay 50% of the
invoice amou nt and it shall within fifteen (15) days of recci
ving such Bill, issue a notice
(the "Oill Oispute Notice") to the invoicing Party setting out:
i) the detai Is of the disputed amount;

ii) its est imate of what 1he correct amount should be; and

iii) all writte n material in support of its claim.

6.6.3 If the Buyer agret:s lo the claim raised in the Rill Dispu
te Notice issued pursuant LO Article
6.6.2, the Buyer shall make appropriate adjustmt:nt in the next
Monthly Bill. In such a case
excess amount shall be refunded along with interes t at the
same rate as Late Payment
Surcharge. which shall be applied from the date on which such
excess payment was made
by Buying 1::,ntity and up to and includ ing the date on which
such payment ha5 been
recciv~d as refund.

6.6.4 If the Duyer do~s not agree to the daim raised in the
Bill Dispute Notice issued pursuant to
Article 6.6.2, il shall, within fi 11e~n ( 15) days of receiving the
Bill Dispute \Ioticc, furnish
fl notice (Bill Dis111:,1Teeme111 l\oti<.:e) to the
disputing Patty providing:
i) reasons for its disagreemen t;

ii) its estimate ofwhac the corTcct amount should be; and

iii) al l wri1te n material in suppo 11 of its counter-claim.

Page 24 of 53

826
RUYER-13UYLNG ENTITY PSA

6.6.S Upon receipt of the Bill Disagreement Notice by Buying Entity under Article 6.6.4,
authorized reprcsentative(s) or a director of the board of directors/ member of board of
Buying Entity and Buyer shall meet and make best endeavours to amicably resolve such
dispute within fifteen (15) days of receipt of the Bi II Disagreement Notice.

6.6.6 If the Pa11ies do nut amicably resolve the Dispute within fifteen ( 15) chiys of receipt of Bill
Disagreement Notice pursuant to Article 6.6.4, the matter shall he rcforred to Dispute
rcsol ution in accordance with Article 12.

6.6.7 For the avoidance of doubt, it is clarified that despite a Dispute regarding an Invoice, Buying
Entity shall, without prejudice to its right to Dispute, be under an obligation to make
payment, of 50% of the invoice amount in the Monthly Bill.

6.7 Quarterly an1lA1111 ual Reconcilialiu11

6.7.1 The Parties acknowledge tl mt all payments made against Monthly Uills shall be subject
lo
quai1el'ly reconciliation within 30 days of the end of the quarter of each Contract Year and
annual reconcilia tion at the end of each Contract Year within 30 days thereof to take into
account the F.ncrgy Accounts , Tariff adjusLment payments, Tariff Rebate, Late Payment
Surcharge, or any other reasonable circumstance provided under this Agreement.

6.7.2 l'he Panics, therefore, agree that as soon as all such darn in respect of any qua11er of
a
Contrncl Yt.ar or a full Contrnct Year as the case may be tws been fina lly verifier! :ind
adjusted, Buying Cmity and Buyer shall jointly sign such reconciliation statement. Atter
signing ofa reconciliation statement, the 13uyer shall make appropriate adjustments in the
following Monthly 13ill, with Surchargc!lnterest, as applicable. Late Payment Surcharge/
interest shall be payable in such a case from the date on which such payment had been
made to the invoicing Party or the date on which any payment wa~ originally due, as may
be applicable..A11y Dispute with regard to the above reconciliation shall bt: dealt with in
accordance with the provisions of /\1ticle 12.

6.8 Rcnewal>le purchase obligation

6.8.1 Buying Entity may identify the energy procured from the Delivery Point to
meet its
renewable purchase obligations (as mandated by the Appropriate Commiss ion). Provided

Page 25 of 53

827
RUYER-BUYING E:'l'TITY PSA

that the renewable purchase obliga tion of Buying Entity shall

be considered to be met by
Buying Entity only if there is 110 payment default for such
energy procured by Buying
Entity and a certificate to such effect is provided by Buyer to
Buying Entity.

6.8.2 Duyer shal I provide such ce1tifi cate illt:ntifying the quantu
m of solar energy supplied by
Duyer and being met by Buying Entity for each year within
thirty (30) days after the end
of such year.
6.8.3 Criter ia for Gener ation
6.8.3a The SPD will declare the CUF of the Project and will
be allowed to rnvise the same once
within first year after COD of the full project capacity. Subse
quent tu comm issioning of
the Project, Buying Entity, in any Contra ct Year, shall not
be obliged lo purchase any
additional energy from the Buyer/ SPD beyond 802.26 Millio
n kWh (l'vnJ) from the Solar
Power Proj ect The above limits shall be considered on pro-ra
ta basis witlt respect to the
individ ual projec ts commi ssioned until commissioni ng of
the entire Project capacity
allocated under this Agreement. rurther, for the first year
of operation, the above I imits
shall be considered on pro-rata basis.
6.8.J b If for any Contract Year subseqm:nt to the commission
ing of allocated Project capaci ty, it
is found that the SPD has not bccri able to genera te minim
um energy of6 19. l 3 Mil lion
kWh (MU) till the end of 10 year·s from the SCD and 583.46
Mil lion kWh (MU) for the
rest of the Term of lhe Agree ment on accoLmt of reasons solely
allributable to the SPD,
the nonco mpliance by the SPD shall make the SPD liable
to pay the compensatio n and
shall duly pay such compe nsatio n to thl! Buyer to enable the
Buyer to remit the amoun t lo
the Buying Entity. The above limits shall be considered on
pro-ra1a basis with respect to
the individ ual projects commissioned unti l commissioning
of the entire Prqject capac ity
al located under this Agree ment. For the li rst year of operat
ion of the Project, the annua l
cur shall be calcul ated for the complete year after COD of the Project. Subsequently,
the
annual CU F shall be calcul,iled every ye<1r from I st April of
the year to 3 b t March next
year. 1 he lower limit wil l, however be r..:laxable by Ruyt:r
to the extent of grid non-
a vai la bilily for evacuation which is beyond rhe control of the Solar
Power Developer. The
amount of such co111pens.:1t ion shall be as determ
int:d by the Appropriate
Cummission/Authority, and such compen~ation shall ensure
Lhe Buying Entity b offset for
all potential costs associ aterl with low generation and supply
of power under the PS1\.
However, the minimum comp,msation payablt: to the Buyer
by the SPD shall be 25%

Page 26 of 53

828
 BUYER-BUYDIG ENTIT Y PSA

(tw1.:nty-five percent) of the cost of this shortfall in energy

terms, calculated at the PPA
tariff, which shall in turn, be remitted to the Buyin g Entity.

6.8.4 l\'ot withstanding Article 6.8.3, the Ouyeri SPD is free

to sell such power to any third pa1ty
which is in excess of the quantu m of power as per Article
6.8.3 of this Agreement from
SCD or date of cmnm issioni ng of1he full project capacity, which
:::ver is earli er. Any power
which is in excess of the quantu m of power agreed to be suppli
ed under this Agreement
shall he offered to the Buying Uti liLy at the tariff as per Articl
e 5.1 .5, and in case the
f3uying lJtil ity does not accept the same, SECI shall take appro
priate action as per PPA.

6.8.5 The compe nsation as per Artid e 6.8.3 shall be applie

d to the amount of shortfall in
genera tion during the year. However, this compensatio n shall
not be applicable in events
of Force Majeurc identifi ed Lmcler this 1\ greement affecting
supply of Solar Power by
Buycr/SPD.

6. 9 Payme nt ufSupplemenl wy JJil/

6.9. 1 Buyer/ Auying Entity may raise a ''Supplementary Bill''

for payment on a0coimt of:
i) Change in Law as providc<.l in Article 8, or
ii) pertain ing tu open acc:::ss and scheduli ng related cha rges
if any, for
transm ission or the power, as determined by CERC from time
tu time or
iii) payme nt under A1ticle 6. l Oand other charges, if any.
and such Supplementary Bill sltall be paid by the other Pa1ty.

6.9.2 Buyer/ Buying Entity shall remit all amounts due under
a Supple menta ry Bill raised by the
Buyer/ Ruyi ng Entity to the 13uyer 's/ Ruyin g Entity 's Designated
Account by the Due Dale.

6.9.3 In the event of delay payment of a Supplementary Bill by either Party within thitty
i11
(30)
days beyond its Due Date, a Late Payment Surcha rge shall be
payab.le at the same terms
applicable to the Month ly Bill i:1 Article 6.3.3.

Page 27 of 53

829
BlIYER-UUY ING ENTITY PSA

6. l 0. OlJtake constraints clue to Trans mission Infras tructu

re /Grid Unava ilabili ty &
Generation compe11sationfor Off-take cow:,traiuts

6.10. Generation Compensation in offiake constraint due to Transm

ission Infrastrm:lu re not
complete/ readv (Transmission constr aint): A ftcr the Scheduled
Commissioning Date,
suhjcc t to the submi ssion of documentary evidences from the
Competent Authority, if
the plant is ready in all respects including the dedicated
transm ission line to be
establi shed by the SPD tu connect to the grid but the necess
ary power evacuation/
transmission infrastructur\-: is not ready, for reasons 1101
attribu table to the SPD,
leading to offtake constraint, the generation compensatinn
shall be restricted to the
following and there shall be no other claim, directly or indire
ctly against SEC!:

Trans missio n Provision for Gener ation Comp ensati on

Constraint
l f thl! Project is n.:ady but a. The normative Ct:F of 19%
(nineteen per cent) or
the m:<.:essary power comm i~ted CUF, \Nhichever is lower, for the period of
evacuation/transmission grid unava ilability, shall be taken for the purpose of
infrastructurn is not ready. calculation of generation luss. Correspond ing to this
leading to otllak e genera tion loss, the excess
co11straint generation by the SPD i11 the succeeding 3 (three)
Contract Years, shall be procured by SECl at the PPA
tariff ~o as to olhct this loss.
b. If tl1l! transm ission delay is dire:ctly auributable to the
org,anization bui lding the transm ission network and
snmc ptmalty is imposed on him, then a part of that

L_ _l penalty may be utilized by SECl for compensating the

genera1ion loss. _ _ _ ___ __ _ __ _ _J
However, it is clarified that if the project is ready for
commis,ioning prior to the
Scheduled Comm issioning Date, but the oftiak!.! is
constraim;d because of
inadeq uate/incomplete power evacuation infrastructure,
no compensation shall be
permissible.

Page 28 of 53

830
 BUYER-BUYl~G E'\/TITY PSA

Backduwn
6.10.1 Generation Compensation in offtakc constraints due to Grid Unavailahilitv:
During the
orcration of the Proj<.:cl, there can be some periods where the Prqject can generate
power
but due to temporary transmission unavailability the power is not evacuated, for
reasons
not attributable to the SPD. In such cases the generation compensalion shall be addresse
d
in follow ing manner:

Duratio n of Grid unavailability Provision for Generation

Compensation
Grid unavailabil ity in a contract year as Ge11eratiu11- Loss=
- - - - --
f(A11ertig e Generation
detined in the PPA: (only period from 8 per hour ,luring the ContracJ. Year)
x
am to (, pm to be counted): (1111111ber of hours uf !(rid mwvailabiliJy
during tire Contract Year)/
Where, Avcrnge Generation per hour
during the Contract Year (kWh) = To1al
generation in the Contract Year (kWh)..,..
T ornl hours of generatio11 in the
Contract Year.

The excess generation by the SPD equal to this gc11erntion loss shall be procured
by the
Buying Entity at Lhe PSA tariff so as lo offset this loss in the succeeding 3 (three)
Contract
Years. (Contract Year, shall be as defined in the PPA.)

6.10.2 Offtake constraints due to Ba1.:kdown: The SPD and the Buying Entity
shall follow the
forecasting and scheduling process as per the regulations in this regard by the J\ppropr
i11tc
Commission. The Government oflndia, as per· Cll'luse 5.2(u) of the Indian Electrici
ty Orid
Code (IEGC), provides for status of "must-ru n" t0 solar power project<;. A1.:cordi
ngly, no
sular power plan!, duly commissioned, should be di rected to back down by a Discorn/
Load
Dispatch Centre (LDC). In case such eventuality ofBackdown ari~es, including non-disp
atch
of power due to non-compliance with "Ord<::r No. 23/22/20 19-R&R dated 28.06.20
19 of
Ministr-y of Power regar-ding Opening and nrnintain ing of adequate Letter of Credit
(l.C) as
Paymen t Security Mechanism under Power Purchase Agreements by Distribution Licensee
s"
and any clari lications or amendment thereto, except for the cases where the Backdow
n is on
account of events like consideration of grid security or safety of any equipment or
perso11nel

Page 29 of 53

831
BUYER-BUY[l(U ENTlTY PSA

or 01her such conditi ons, the Buying Entity shall pay to the
SPD, a Minim um Generation
Compensation, from the Procurer, in the manner detailed below.

Durati on of Backd own Pro"l'ision for (.;cneration Compensation

Hours of Backdown during a Gener111io11 Compenmtion = 100% of {(Average
monthl y billing cycle. Cenerariou per hour during the 111011th) X (number of
nckdown hours during the momh )J X PPA tnr{tf

Where, /\ veragc Generation per !tour dur ing the month

(kWh) - Total generation in the month (kWh) : Total
hoUl"S of generati on in the month

'-- -- -_ J_ _ _ _ _
I he Generation Compl:nsation shal l b;.; claimed as part of the
energy bill fur the successive
month atier receipt of Regional Energy Accounts (REA)/
SEA/ JMR. >lo Trading Margin
shall be applicable on th.:: Generation C ompensation as provid
ed in /\rticle 6.10.2 only.

Page 30 of 53

832
 BUYER-BUYfNG ENTITY PSA

ARTIC LE 7: FORC E MAJEURE

7.1 Defi11itio11s

7. 1. I Provisions of Force Majeurc provided in SECI-SPD PPA shall

mutatis-mutandis apply to this
Agreement and all associated obligations and liabilities shall he
implemented on back to back
ba')i:s. Further, in ca:se force Majcure provisions detailed hereunder
are in conflict with SECI-
SPD PPA provisions, the provis ions detailed in the SF.CI-SPD PPA
shall prevail:

7.2 Affect ed Party

7.2.1 An afti::cted Party 111ea11:s Buyer or the Ruying Entity whose

perfonnance has been adversely
affoctcd by an event of Force \1ajeure.

7.3 Force Majeu re

7.3. I A 'Force Majeure' (flvf) would mean one or more of

th\! follow ing at:~, events or
circumstances or a combi11c1tiun of acts, events or circumstance
s or the conseq uence( s)
thereo f as specified below, that wholly or partly prevents or
unavoidably dclay:s the
performance by the Party (the Affected Party) of its obligations
under the relevan t this
Agreement, but only if and to the extent that such events or circum
stances are not within
the reasonable control, directly or indirectly, ofthe AITected Party
and could not have been
avoitk d if the At'tccted Party had taken reasonable care or compl
ied with Prudent l..tility
Praclit;es:
7.3.1.1 Catego rization of Force Majeu re Events

7.3.1. 1.1 Natu ral Force Majeu re Event

a) Act of God. including, but nul limited to lighmi ng, drough

t, fire and explosion
(to the extent or-iginating fro m a source external to the site),
eai1hq uake, volcanic
ernption, landslide, nuod, cyclone, typhoon or tornado if it is declare
d/ noti lied by the
compe tent state/ cent ml authority/ agc11cy (as applicable), or verifie
d to the satisfaction
of Procurer;

b) radioactive contamimiliun or ionisin g radiation

originating from a sourl:e in
India or resulting from another Force Majeure Event mentioned
above excluding

Page 31 of 53

833
BUYE R-BU YING ENT1TY PSA

circumstances where the source or cause of cont<1mina

tion or rntliation is brought or
has been brought into or near the Powe r Project by
the Atfocted Patty or those
employed or engaged by the Affected Party;

c) the discovery or geological condi tions, toxic conta

mination or archaeological remains
on the Project land that could not reasonably have been
expected to be discovered
through <1n inspection of the Project l<1nd; or

d) any event or circumstances of a nature analogous

to any of the event s as specified
under Articl e 7.3.1. l.l (a), 7.3.1. 1.1 (b)and 7.3.1. 1. 1 (c).

7.3.1.1.2 l'\on-N atu ral Force .\faje ure Event

a) ,my act of war (whether declared or u1 1tk:cl::1red),

invas ion, armed confl ict or act of
foreign enemy, blockade, embargo, revolution, riot, insur-r
cction, terror ist or military
action

u) nation/statt:-wide strike, locko ut, boycotts or other

irn.lustrial disputes which are not
directly and solely attrib utable to the actions of the /\ftec
tcd Party, but docs not include
strike or labour unrest limited to 1he Affected Party or
its comractors;

c) nationalisation or any compulsory acquisition by

any Indian Governmental
Instrumenta lity/ State Gove rnment in national interest
or expropriatio n of any material
Project assets or rights of the Gcnerat0r, as a result
of which the Generator or its
shareh olders are deprived (wholly ur partly) of their
rights or entillements under the
Powe r Purchase Agreement. Provided that such action
does not constitute remedies or
sanctions lawfu lly excised by the Procurer or any other
Governmen t Authority as a
result of any breach of any of the /\pplicable Laws or
the Applicable Permits by the
Gt'nerator or the Generator related panies.

d) action of a Government Autho rity having Mater

ial Advcr.,e Effect includ ing but not
limited to change in law, only if consequenc es thereo f
cannot be dealt with under and

Page 32 of 53

834
 BUYER-£3UY ING ENT ITY PSA

in f!ccordance with the provisions of Ar1id e 12 of

this Agreement; any unlawful or
unaut horised or without jurisd iction revoc ation of,
or refusal, or failure to renew or
grant without valid cause, any Perm its of the Generator
or any of the clearance, licence,
authorization to be obtained by the Contractors to perfo
rm tJ,eir respective obligations
under the releva nt PPA: provi ded that such delay
, modification, denia l, refu,-a l or
revocation did nol result from the Generator's or any
Contractors inability or fail ure to
comply with any condition reliHing to grant, maintenan
ce or renewal of such Permit<;
or clearnnce, licence, authorizati on, as the case may
be

7.3.1.1.3 Othe r Force Majeurc F.vent

a) An event of force majeure idemi fied under Ruye

r-SPD PPA thereby affect ing
supply of powe r by SPD.
b) An event of force majeure afft:c ting the co11cerned
STlJ/
CTU, as the case may
be, thereby allec ting the evacuation of power from
the Delivery Points by
Buying Entity;

7.4 Forc e tvfajeure Excl usions

7.4. l Force Majc ure shall not include (i) any event
or cin.:umstance whit:h is within the reasonable
control of !he Patt ies and (ii) the following cond itions
, except to the extent that they are
t:onsequenccs of an event of force \fajeure:

a. Non-performance resulting from normal wear and

tear typicall y experienced in power
generation materials and equipment;
h. Strikes at the facilit ies of the Affected Party;
c. Insufficiency of finances or fiinds or the agreement
becorlling
onero u;; to perform; and
d. ?\on-perfo rmance caused by, or connecwtl with,
the Affected Patt y's:
i. Negligent or intentional ads, errors or omiss ions;
11. Failure to comply with an India n Lew; or
iii. Brci1ch of, or derault unde r this Agreement.
e. Exdusions as identified under S.ECI-SPD PPA

Page 33 of 53

835
 BUYER-RUYING ENTITY PSA

7.5 Noti{icalion of Force Majeurc Eve11t

7.5.1 The /\ffocled Party shall 1:,rive notice tu the other Pany
of any even! of Force Majeure as soon
as reasorn1bly practicable, but not later than severi (7)
days after the date on which such
Party knew or should reasonably have known of the wmm
encement of the event of force
Majeure. !fan event of Force Majeure results in a breakdown
of communications rendering
it unreasonab le to give notice within the applicable
time limit specified herein, then the
Party claim ing Force Majeure shall give ~uch notice as soon
as reasonably practicable ailer
rei r1statement of <.:ornrnunications, but not later than one
( l ) day after such reinstatement.

Provided thlll such notice shall be a pre-t:ond ition to the

Affected Pitrty's entitlement to
claim relief under this Agreement. Such notice shall int:lud
e ful l part iculars of the event
of Force l'v1ajeure, its etlcets on the Party claiming
relief and the remedial measures
proposed. The Affected Party shall give the other Party
regular (and not less than month ly)
reports on the proi;,rress of those remed ial measures and
such other infom1ation as the other
Party may reasonably request about the 1-orce vlajeure
Event.

7.5.2 The Affected Party shall give notice to the other

Pa1ty of (i) the cessat ion of the relevant
ew nt ofF'orce Majeure; and (i i) che cessation of the effect
s of such event of Force Majeure
on the performance of its rights or obligations under this
Agreement, as soo11 as practicable
aft.e r becoming aware of each of these cessat ions.

7.6 Duty to Perform (ltU{ Duty to Mitigate

7.6.1 To the extent not preve nted by a For~e Majeure Event

pursuant to Article 7.3, the Affected
Pa11y shall continue to perform its obliga tions pursuant
to this Agreement. The Affected
Party shall use its reasonable effons to mitigate the effect
of any Force Majeure Event as
soon as practicable.

7. 7 Avniloble Relie ffor a Force Maj1mre t:ve11t

7.7.1 Subject to this Article 7:

(a) No Party shall be in breach of it:- obligations pursuant

to this Agreement except
to the extent that the perfor mance of its obligations was
prevented, hindered or
delayed due to a For-:e \.1ajeure F.vent;
Page 34 of 53

836
BUYER-Bl, YING ENTITY PSA

(b) Every Party shall be entiLled to claim relief in relation

to a Force Majeure
Event in regard to its obligations as specified under this
Agreement;
(c) For avoidance of doubt, nei tht::r Party 's obligation to
make payments of money
due and payab le prior to occurrence of Force Majeu
rc events under this
l\gree mt'nt shall be suspended or excused due to the
occurrence of a Force
Majeurc Event in respect of such Party.
(d) Provided that no payments shall be made by either
Party iiffected by a Force
!Vlaje1m; Event for the period of such event on account
of its inability to perform
its oblig11tions due to such Force Majeure Event;

Page 35 of 53

837
BUYER-BUYfNG ENTITY PSA

Al{TICT ,E 8: CHANGE L"-1 LAW

S. I Defl11itiOflfi

ln this Article 8, the following tenns shall have the following meanin
gs:

8. 1. I "Change in l .aw" means the occurrence of any of the follow

ing events after the dale, which
is the Bid Subn1ission Date resulting into any additional recurri
ng/ nonrecurring
expenditure by SPD or any income to SPD:

the enactment, coming into effect, adoption, promulgation

, amend ment,
modification or repeal (without re-enactment or consolidation) in
India, of any
I .aw, includi ng rules and regulations framed pursua nt to such Law;

a change in the interpretation or application of any Law by

any Indian
Governmental Instrumentality having the legal power to interpr
et or apply such
Law, or any Competent Court of Law;

the imposition of a requirement for obtaining any Consents,

Clearances and
Permits which was not required earlier;

a change in the term:; and conditi ons prc:scribed for obtaining

any Consents,
Clearances a11d Permits or the inclusion of any new terms or
conditions for
obtaining such Conse nts, Clearances and Permits; except due to any
default of the
SPD;

any change in lax or introduction of any tax made applica ble for sale
of power by
Ruyer to Buying Entity as per the terms of this .A.greement.

but shall not include (i) any change in tax on corporate income on
account of regulatory
measures by the Appropriate Comm ission including calculation
of Capacity Utili?ation
factor.

8.2 Reli11ffor Chang e in Law

8.2. I The aggrieved Party shall be required to approach the Appro

priate Comm bsion for seekin g
approval of Change in Law.

8.2.2 The decision of the Appropriat•.:: Commission to acknow ledge

a Change in Law and the date
from which it will become effective, provide relief for the same,
shall be final and
govern ing on both the Parties.

Page 36 of 53

838
BUYER-BUYING ENTITY PSA

8.2.3 The follow ing proposal of MNRt:: to impose BCD

un solar cells and modules (witho ut
grandfather ing of bid out projects) has been notifie
d through lvfNR E OM dated 09.03.2021

Fs; Items
1'vlodL1le
CTH
854140 12
l!pto 31.03.2022
0%
w.e.f 01.04.2022

40%
I
I
tola r Cell 854 14011 0% 25% -1
As per commitment from SPD, there will not be any
revision in their final offered tari ff
i.e. TNR 2.54/ kWh in case of impos ition of BCD
(uf up to 40% on Mod Liles and up to 25%
on Cells). Further, No Change in Law on account
of BCD will be t.:laimed by either party,
as per the tvNR.E Otvl dated 09.03 .2021 .

Page 37 of 53

839
 RU YER- BUY ING ENT1TY PS/\

ART lCLE 9: EVE NTS OF DEF AUL T Al\'U

TC.R ML"I ATIO N
9.1 Buying Entit y Evellt r,f Default

9.1 . 1 The occur rence and wntin uatio n of any

of the following events, unless any such event
occurs as a result or a force l'vlaje ure Event
shall constitute a Buying Entity Event of
Default:
(i) Any amount, subject 10 Article 6.6 remains
outstanding beyond a pe1io d uf ninet y (90)
days after the D ue Dflle and Buyer is unabl
e to recover the amount outstanding from
B uying Entity through the Letter ofCrn dit; or
(ii) Buying F. ntity fai ls to off-take power from the
Ocli very Point for a conti nuous period o[
72 hours with a maxim um cumulative period of60
(sixty ) days in a Contract Year.
(iii) i r (a) Buy ing Entity becomes volun tarily or invol
untarily the subje ct of any bankrnptcy or
insolvency or wind ing up proceedings and such
proceedings remain uncontested for a
period of thi rty (30) days, or (b) any winding
up or bankruptcy or insol vency order is
passed against the nuying Entity, or (c) the
Buyin g Entity goes into liquidation or
dissolution or has a recei ver or any simi lar office
r appointed over all or substantially all of
its assr.:ls or onici al liquidator is appointed tu
manage its affairs, pursuant to Law,
Provided that a dissolution or liquidation uf
Buyi ng Entity will not be a Buying Entit y
!:::vent of Default i f such dis~olution or I iquid
ation is for the pUl'pose of a merger,
consolidat ion or rr.:organization and where the
resulting company retain:, creditworthim:ss
similar 10 the Buying Entity and expressly assum
es all obligations of the Buyin g Entity
under this Agree ment and is in a position to perfo
rm them; or
(iv) Buying Emit y repudiates this Agreement and
does not rectify such breach withi n a period
of thir1)' (30) days frum a notice from Buyer in
this regard; or
(v) except where due to any Buyer' s fai lure to comp
ly with its material obli gations, Buyi11g
Entity is in breac h of any of its mllterial obi igalio
ns pursuant tu this /\grec rnem, and such
material breach is not rectif ied by Buying e ntity
within thirty (30) days of rel'eipt of first
notice in this regard given by Buyer.
(vi) occurrl!nce of any other event which is speci fied
in this Agre~ment to be a material breach/
default ufOu ying Entity.

Page 38 of 53

840
 DUY ER-B UY1NG ENT ITY PSA

9.2 SECT Ev<!11t of De/1111/t

9.2.1 The occu rrence and continuation uf any of
the fo llowing events, unless any such event
occurs as a result of a Force Maje ure Event, shal
l constitute a SECI' s Event of Default:
(i) SEC I fa ils to supply power to the Delivery
Points for a continuous period ofon c year.
(ii) if (a ) the SF.CI becomes voluntarily or invol
untarily the suhjcct of any bankruptcy or
insolvency or winding up proceedings and such
proceedings remain uncontested for
a period oft hiny (JO) days, or (b) any winding
up or bankruptcy or insolvency order
is passed against the SEC I, or (c) the SEC! goes
into liquidatio n or dissolutio n or has
a receiver or any similar otlicer appointed over
all or subs tantially all of its assets or
official liquidator i:- appointed to manage its affai
rs, pur:,u ant to Law,
Provided that a disso lution or liquidation of the
SECI will not be a SECI's Event of
Default if such dissolution ur liqui datio n
is for the purpo,e of a merger,
consoli cfalion or reorganization and whcr
e the re~ulting company retains
<:reditwo1thiness similar to the SECI and expre
ssly assumes al l obligation~ of the
SECI under this Agrc:emen t and is in a position
to perfor lTl them; or
(iii) SEC! repud i<1les this Agreement and does
not rectify such brc<1ch within a period of
thirty (30) days from a notice fro m SECI in this
regard; or
(iv) except where due to any SEC l's failure
to comply with its mate rial obligations, the
SEC ! is in breach of any of it;; material obligation
s purs11 ant to this Agre ement, and
such material breach is not rectitied by the SECl
within thirty (JO) days of receipt of
fi rst notice in this rcg1m.l given !Jy the Buying Utilit
y.
(v) occurrence ofa11y other event which is :;,pec
ified in this Agreemc11t to be a 111at1::rial
breach/ default of the SbCI.
9.3 Proce,lurl' for E ve11l uf Defa ult
9.3.1 t:pon the occurrence and continuation of
any !:vent of Default under Article 9. 1 & 9.2, the
Party affected by such occurrence shall have the
ri ght lo deliver the notice to the other 1-'a1ty,
stating its imention to terminate this Agreemen
t (Preliminary Dela ult Noti ce), whic h shall
speci fy in reason<1ble detoil, the circu111s1ances
giving rise to the issue of such notice.
9.J.2 Follo wing the issue of Preliminary Defa
ult Notice, the Consult2tion Period of sixty (60)
days or such lunge r period as the Parties mny
ftb'fee, shall apply and it shall be the
responsibility of the Parties to discuss as to what
steps shall hav<:: to be taken with a view

Page 39 of 53

841
 GUYER-BUYINU ENTITY PSA

lo mitigate the consequences of the relevant Even

t of Default having regard to all the
c i reumstances.
9.J.3 During the Consultation Period, the Parties shall,
save as otherwise provided in this
Agn.:emem, continue to periorm their respective oblig
ations unde r this Agreement.
9. 3.4 \Vithin a period of seven (7) days following
the expiry of the Co11s ultation Period unless
the Parties shall have otherwise agreed to the contr
ary or the !::vent of Defa ult giving rise
to the Consultalion Period shall have cca:sed to exist
or shall have been remed ied, the
Pai1y may tenninate this Agrccment by giving a writte
n Tennination Notice of thirty (30)
days to the other Party.
9.3.5 Subject to the occurrence and continuation of defau
lt hy as contained under /\rticle 9.1. I or
/\1ticle 9.2.1 and expiry of time period as per Artic
le 9.3.4,
9.3.5. 1 Subject to the prior conse nt of the SECI, the l:3uyin
g Utility shall novate its part of the PSA
t0 c'lny third party, including its Affil iatcs
withi n the period of2 l 0 days beyond the period
a:; per Article 9.3.4,
9.3.5.2 ln the evenl Lhe afore!'.lli<l novation i:, not
acceptllble to SECI, or if no ofter of novation is
made by the defaulting Buying Utility within the stipu
lated period as per Article 9.3.5.1 , then
SFCI may terminate the PSA and at irs discretion
require the defaulting Buying Utility to
either (i) takeover the Project assets by making a
payment of the termination compensation
equivalent to the amou nt of the debt due and the 110%
(one hundred and ten per cent) of the
Adjusted Equity less Insurance Cover, if any as detail
ed in the Buyer-SPD PPA or, (ii) pay
to the SPD/SCCl(as applicable), dama ges, t;4uiv
alent to 6 (six.) months, or balance PPA
period wh ichever is less, of charges for its contracted
capacity, with the Project assets being
r·eLained by the SPD. In such event, a11y damages/
charges payable to the S ru; CTU for the
conneci:ivity of' the Project shall be borne by the Buyin
g Utility.
9.4 Termination due tu Force ,'lfajeure
9.4.1 If' the Force Majeure Event or its effects conti
nue to be present beyo nd a period of twelve
( 12) mont hs, either Party shall have the right to cause
termination of the Agreement. in
such an even t this Agreement shall t~rminate on
the date of such Tenninatiun Notice
without any further liability to either Party fro m the
date of such termination.

9.5 Termi11atio11 ofback to back agreeme11ts

In case oft1;;rminatio11 of Guye r-SPD PPA, this A!,rre
ement shall automatically terminate
but only to the extent of that pa1tic ula r Buye r-SPD
PP/\. Provided that in c<1se of such
Page 40 of 53

842
RUYER-B lJYTNG ENTITY PS.A.

termination, any pending monetary liabilities of

either Party shall survive the terminatio n
of thi::. Agreement.

9.6 Spec ific Pe1:forman ce ofthe Agreemen t

9.6.l The Parties acknowledge that a breach of the oblig

ations comc1 ined herein would result in
injuries. !'he parties hereby also agree that this
Agreement is specifically enforceable al
the instance of either Party.
9.6.2 Subje ct to Applicabl e Law and as granted by the
court of appropriate jurisdiction, Parti es
acknowledge tlu1t either party shalI be entitl
ed to seek spec ifie perfo nnance of this
Agn.:cment in the event of a breach of the obiigatio
ns or the terms and cond itions contained
herein.
9.6.3 Further, Parties hereby agree that noth ing ment
ioned herein unde r this Agreement shall be
taken lo mean or construe thi,t any penalty or dama
ges shall be ade4.uate compensation for
the breach of the obligations or the te rms &. cond
itions conta ined herein.

Page 41 of 53

843
 RUYI:R-Bl:YING ENTITY PSA

ARTICLE 10: LlAB ILIT Y AND INDEMNl

FICATTON

10.1 Indemnity

IO. l. l Buying Entity shall indemnify, defend ,md

hold Buye r/SPD harmless against:
a) any and all third party claims against Ruye r/SPD
for any loss ofor damage to property
of such third party, or death or inj ury to such third
party, arising out of a breac h by the
Buyi 11g Entity of any of its obligations undt:r this
Agreement; and
b) any and all losses, damages, costs and expe
nses including legal costs, fines, penalties
and interest actually suffered or incurred by Buye
r/SPD from third party claims arising
by reaso n of a breach by the Buying Entity
of any of its obligations unde r this
Agreement, (provided that this Article IO shall
not apply to such breaches by the
Ouyi ng Entit y, for which speci lie remedi es
have bee11 provided for under this
Agreemenl).

I0.1.2 Buye r :,hall cause the SPD to indemnity ,

defend and hold 13uying Entit y ha1111less against:
a) any and all third party claims against I3Ltyi
ng Entity, for an y loss of or damage to
prupe11y of such third party, or death or injur
y to such third party, arising out of a
brea<.:h by SPD of any of their obligations unde
r this Agreeme nt; and
b) any and all losses, dama ges, costs and expe
nses including legRI cuStS, fines, pt:nalties
and interest (' lndemnifo1 ble Losses') aGtua lly
suffered or incurred by Huying Entity
from third pH1·ty claim~ Mising by rea,o n of a breac
h by SPD oi'any of its obligations.
Ruye r shall in<.:orporate appro priate covenants in
the PPA for the above obligations of
SPD. ln so for as indemnity to Buying Cntit
y is conc erned, SPD shall be the
indemnifying party and not Buye r.

t 0.2 Procedur e for claiming indemnity

10.2.1 Thir d party claims

a. Where the l ndemnifi cd Party is en1it led to

indemnification from the Indemnifying Party
pursuant to Article I0. 1.1 (a) or l 0. 1.2 (a), the Indem
nified Party shall promptly notify the
Indemnifying Party of such claim rcforred to in
Article 10.1.1 (a) or l0. 1.2(a) in respect of
whic h it is entitl ed to be indemniticu. Such notic
e shall be given as soon as reasonahly

Page 42 of 53

844
 8UYER-DUY ING ENTITY PSA

pract icable after the Indemnified Pany becomes aware

of such claim . The Indemnifying
Party shal I be liable to settle the indemnification claim
within thirty (30) days of receipt
of the above notice. Provided however that, if:

i) the Parties choose to refer the dispute in accordance

vvith Article 12.3; and
ii) the claim amount is not requi red to be paid/
deposited to such third party
pending the resolu tion of the Oispute,

the Indem nifyin g Party shall become liable lo pay

the claim amount to the Indemnified
Party or lo rhe third party, as the case may be, prom
ptly fo llowi ng the r~solu tion of the
Dispute, if such Dispute is not settled in favou r of the
Indem ni fied Party.

b. The Indemnified Party may contest the claim

for which it is entitl ed tu be Indem nified
unde r Article I0. 1. 1(a) or I0.1.2(a) and the
Indemnifying Party shall reimburse to the
Indemni fied Party all reasonable costs and expen
ses incurred by the Indem nifi ed party .
However, such Indemnified Party shall not settk or
compromise such claim without first
getting t he consent or the Indem ni fying Party, which
conse nt shall not be unreasonably
withhel d or delayed.

An lnde11111ify ing Party may, at its own expense,

assume control of the defence of any
proceedings broug ht Against the lndlclmnified Party
if it ack11uwledges its obligation to
indemnity such Indemnified Prut y, g-ives such Indem
nified Party prompt notice of its
intention to <1ssurne control of the defonce, and empl
oys an indept:nde nt legal couns el at
it~ own cost that is reaso nably satisfactory to the Indem
nified Party.

10.3 lnr/e11111iflahle Losse s

I0.3.1 Where an Indem nified P<1rty is entitled to

lndemniiiable Losses from the Indemnifyin g
Party pursuant to :\11iclc I0. 1. 1(b) or 10.1.2 (b),
the lndem11iticd Party shall promptly
notify the Indemnifying Party of th\.! lndemnitiab
le Losses actually incurred by the
Indemnified Party. The lndem nifiab lc Losses shall
be reimbursed by the Indemnifying
Party withi n thirty (30) days of receipt of the notic
e seeking lndcmnifiable Losses by the

Page 43 of 53

845
 BUYER-BUY NG EN rITY PSA

Indemnifie d Party. In case of non- payment of

such losses after a valid notic e under this
Article I 0.3, such event shall constitute a paym
ent defau ll under Artid e 9.
10.4 Limitatio11 on Liab ility

10.4. 1 Except as expressly prov ided in this At,rre

ement, neith er Buying Entity nor Ruyer/SPD nor
its/ their respective officers, directors, agents,
employees or affiliates (or their officers,
direc tors, agents or employees), shall be liable
or responsible to the other Party or its
affili ates, officers. directors, agents, employees,
successors or permitted assigns or their
respecrj ve insurer-5 for incid ental , indirect or conse
quential dama ges, c.;onnected with or
resulting from performance or non- performan
ce of this Agreemeni, or anyth ing done
in connection herewith, including claims in the
nature of lost revenues, income or profi ts
(other than payments expressly required and
properly due unde r this Agreement), any
increased expense of, reduction in or loss
of power generation or equipment used
1l1erefore, irn::spective of whether sueh claims
art: based upon breach of warranty, tort
(indu dmg negli gence, wl1ether of Buying Entit
y(it:s), the SPO or others), strict liability,
contract, breach of statutory duty, opera tion of law
or otherwise. The Parties acknowledge
and acc:ept that the SCC I is an Intermediary Com
pany 10 purchase and resell the elec.:tricity
to the Buyi ng E111ity (ies) to enable Buying Entit
y (ies) tu fulfill the Renewable Purc.:hase
Obligations (R.PO ) as per provisions of this Agre
ement and, therefore, the performance of
the obligations of the SEC! under this .Agreem
ent shall be subject tu the ability of the
SECI to enforce the corresponding obligations
under PPA on back to back basis . Further,
any li11bility arising out or PPA shall be passe
d on to the Buyi ng Entity unde r this
Agre ement on back to back basis.

10.4.2 Buyer/SPD shal l have nu recourse i:lgain

st any officer, director or shareholder of Buying
Entity or any Affiliate of Buying F.ntity or any of
its officers, directors or shareholders for
such claims <::xcluded unde nhis Artit: le. Buying
Entity shall have no rccourc;e against any
officer, direc tor or shareholder of Buyer or SPD,
or any affiliate of Buye r or any of its
officers, direc tors or shareholders for such claim
s excluded under this /\ 11iclc.

10.5 Duty to Mitig ate

I0.5. l Tl1e Parties shall endeavou r to take all reaso
nable steps so as mitig ate any loss or dama ge
whic h has occurred under this A1ticle I0.

Pilge 44 of 53

846
 BuYER-BUYING ENT ITY PSA

ARTICT,E 11: ASSIGNMRNTS ANO

CHARGES
11.1 Assi gnm ents

This Agreeme nt shall he binding up(Jn,

and inure to the benefit of the Pa1ties and
their
respective successors and permitted assig
ns. This Agreement shall not be assigned
by any
Party other than by mutual cons ent betw
een the Parties to be evidenced in writi
ng.
Prov ided that, sut:11 consent shall noc be with
held if Buyer seeks to transfer to any affil
iate
al l of its righ ts and obligatio ns under this
Agreeml! nt.
Provided funher that any successor(s)
or permitted assign(s) identi Ged after
mutual
agreement between the Parti es may be requ
ired to execute a new agreement on the same
terms and conditions as are included i 11 this
Agreement

11.2 Permirted Charges

11 .2. 1 Neither Party shall crellte or permit
to sub;;ist any encu mbrance over all or any of its right
s
and benefits under this Agreement.

Page 45 of 53

847
 RUYER-HUYING CN !HY PSA

ARTI CLE 12: GOV ER..'\/ING LAW AND DISP UTE RF.SO
LUTION
12.1 Govem ing I.aw

12.1. 1 This :\ greernent shall be governed by and construed

in accordance with lhe Laws ofJndia.
Any legal pro<.:eedings in respect of any matters, claims or
disputes arising out of or in
cunnection with this Agreement shall be under the jurisdiction
of appropriate courts in
Delhi.

12.2 Amica ble Settlement and Di~pute R esolut ion

12.2.1 Amic(lh/e Settlement
1. l:ither Pan y is entitled to raise any daim, dispute or difference
of whatever nature arising
under·. out of or in r.01111ection with this Agreement ("Dispute")
uy giving a written noli<.:e
(Dispute Notice) to the other Party, which shall contain:
(i) a description of the Dispute;
(ii) the grounds for such Dispute; and
(iii) all written material in suppo1t of its claim.

11. The other Party shall, within thirty (30) days of issue of
Dispute Notice issued under
Articl~ 12 2. 1 (i), fu rni:;h:
(i) counter-claim and defences, if any, regard ing the Dispute; and
(ii) al l writte n mfllerial in suppo rt of its defences and counter-claim
.

111. Within thirty (30) days of issue of Dispute Notice by any

Party pursuant to Article
12.2.1 (i) if the other Party does not furnish any counte
r claim or defence under Anid e
12.2. I(i i) or thirty (30) days from the date of fumishi11g
counter clai ms or defence by tht:
other Party, both the Partit:s to the Dispu te shall meet to ~ettle
such Dispute amicably. If
the Parties fail to resolve lhe Dispute amicably within thirty
(30) days from the later of the
dates mentioned in this Article 12.2 . l(iii), the Dispute shall
be referred for dispute
resolution in accordance with A1ticle 12.3.

Page 46 of 53

848
 DllYER-B lJYTNG ENTITY PSA

12.3 Dfrpute Resolution

12.3.1 Dispute Resolution by the Approp riate Commission
i. Where any Dispute (i) arises from a claim made by any Party for any change
in or
determination of the Tari IT or any matter related to Tariff or claims made by any
Pa rty
which partly or wholly relate to any change in the Tariff or determination of any
of such
claims could res11ll in change in the Tari ff, or (ii) relates to any matter agreed to be referred
to the Appropriate Commission, such Dispute shall be submilled to adjudication
by the
Appi'Opriate Commission. Appeal against the decisions of the 1'\ ppropriate Commis
sion
shall be made only as per the provisions of the Electricity Act, 2003, as amended
from
time tO time.
ii . The obi igations ofBuyi11g Entity under· this Agreement towards Buyer shall not be affected
in any manner by reason ofinter-se dispJtes amongst Buying Entity.
111. Buyer shall be entitled lu <.:o-opt the SPD as a suppotting party i11 such proceedings
before
the .Apprupriate Commission.

12.3.2 Nut Used

12.4 Parties to Perform Oblig111io11s

12.4.1 Notwithstanding the existence of any Dispute and ditfcren<.:e refetTed to the
Appropriate
Commission as provided in .Article 12.3 and save as the Appropriate Commission
may
otherwise direct by a fina l or interim order, rhe Pai1ies hereto shall crn,ti1111t~ to perform
their respective obligations (which arc not in dispute) under this Agreement.

Page 47 of 53

849
 BUYI:K.-Bl ;yfNG E'.'lTITY PSA

ARTICLE 13: :\USC F.LLA NlmU S PROVISION S

13.1 Amen dmen t

13. 1.1 ·1 his Ab,reement may only be amended or supple mente

d by a writte n agreement between
the Parties.

13.2 Tl,ir,I Pal'ty Bent'jiciaries

13.2.1 This /\gree rncnt is solely for the benefit or the Parties
and their respective successors and
permitted assigns and shall riot be construed as creating any
duty, standard of care or any
licibility to, any person not a party to this Agr·cement.

1.U Waiver
13.3.1 No waive r by either Party of any defau lt or breach by
the other Party in the performimce
of any of the provi.sions of this Agrccmtmt shall be cITect
ive unle~,; in writing duly
executed by an authorised representati ve of such Paity:

13.3.2 1':eithe r the fa ilure by either Party to insist on any occasi

on upon the performance of the
terms, conditions and provisions of this Agreement nor time
or other indul gence granted
by one Party to the other Patties shall act as a waiver of such
breach or acceptance of any
vc1riation or the relinquishme nt of any such right or any other
right under this Agreement,
whkh shall remain in full force imd effect.

13.4 Confi dentiality

13.4.1 The Parties undertake to hold in confidence thi s Agree
ment and nut to disclose the terms
and conditions of the transaction contemplated hereby to third
parries, except:
a) lo their professional adviso rs;
b) to their officers, contractors, employees, agents or repres
entatives, financiers, who
nccd to have access to such information for the proper perfor
m;;ince of their activities;
or
c) disclosures required under I .c1w
without the prior written coment of the other Parties.

Page 48 of 53

850
BlJY ER-B UYT NG ENT IT Y PSA

13.5 Se11ernb ility

13.5.1 The inva.lidity or unen forceability,
for any reason, of any part uf this Agreemen
t shall not
prejudice or affect the validity or enforceab ility
of the remainder of this Agreemen t,
unless tl1e part held invalid or unenforceable
is fundamental to this Agre ement.

13.6 Notic es
I3.6.1 All notices or other eummunications
which are required to be given Lmder this
Ab'Teement shctll be in writi ng and in the English
lan1:,1.1age.
1

13.6.2 If to Ouying Entity, all notices or other comm

unicc1 tions wh ich are required must be
deliv ered perso nally or by registered post
or facsimile or a ny other method duly
acknowledged to the addresses below:

Address 4111 Flnor, Yidyut Seva Bhavan, D,mganiya

R.aipur, Chhallisga rh - 4920 13.

Attention Exec utive Director (RA & PM)
bnail eccomcse [email protected] m
Tele phon e No. 077 1-2574441
13.6.3 If to l:3uye r, all notices or comm unica
tions must be dcliv~red personally or by
r;.:gistered po~l or facsimile or any o ther mode
duly acknoVvlcdged to the address(es)
bdow:

Address 6th Floor, Plate-B,

NBCC Offi1.:e Bloc k Tower-2,
East Kidwai "Nagar,
New Delhi-11 0023

Attention General Mc1nager (Power Trading)

Ema i l akna ik(~scd .co.in
Tele phone No. 0 11-24666-215

Page 49 of 53

851
 BUYER-RUYING ENTITY PSA

13.6.4 .All notices or communication.; given by facsimile

shall be confirmed by sending a copy of
the :,ame via po:;t office in an envelope properly addre
s~ed w the appro priate Paity for
delivery by registered mail. A.II notices shall be deem
ed validly delivered upon receip t
evidenced by an ack.11owledgemcnt of the recipient, unless
the Party delive ring the notice
can prov;.: in case of delive ry through the regislered
post that !he recipient refosed to
acknowledge the receip l of the notice despite eftor!s of
the postal autho rities.

13.6.5 /\ny Party may by notice of at least fi fteen ( 15)

days to the olher
Party change the address
and/o r atklresses to which such nolices and communica
tions to it are to be delive red or
mailed.

13.7 L(t11gu11g e
13.7. 1 All agreements, correspondence and co111munica
tio11s belween the Part ies relatin g this
Agree ment :ind all other documentation to be prepared
and ~upplied under the Agree ment
shall be writte n in English, and the Agree ment shall
be construed and interp reted i11
accordance with English la11gw1 ge.
13.7.2 lf any of the agreements, corres pondence, comm
unications or documents arc prepared in
any language other than Englis h, the Englis h
tram;lalion of such agreement~,
corres ponde nce, communications or documents shall preva
il in matters of interpretatio n.

13.S Restr iction ofSluircholder:,· / Ow11e rs' liab([{ty

13.8. l Parties expressly agree and ackno\Nh,:dg e that none
of the shareholders of the Parties hereto
shall be liable to the other Parties for any of the contra
ctual obligations of the concerned
Pa1ty u11cler this /\grecrnent. 1- uithcr, the financial liabili
ties ot'th~ shareholde r/s of each
Party to this Agreemems hall be restricted to the exten
t provided in the Indian Companies
Act, 1956/ 20 13.

13.9 T<,x_es and Vutie s

13.9.1 Buyin g Entity shall bear c1nd promptly pay all
statutory taxes, duties, ltwies and ces.;,
assessed' levied on Buying Entity, contrn ctors or their
employees, that. art: required to be
paid by Buying Entity as per the Law in rnlation to the
execution of the Abrreement.
13.9.2 Buye r shall be indemniticd and held harml ess
by Buying Entity against any claims that
may be mad<.: against Buycr in relatio n to the matte rs s~t
out in A1t iclc 13.9.1 .
Page 50 of 53

852
BlJYER-BUYfNG ENT1TY PS/\

13.9.3 Buyer shall not be liable for any payment of, taxes, duties, levies, cess
whatsoever for
discharging any obl igation of Buying Entity by Buyer on behalf of Buying Entity
or its
personnel.
13.10 No Co11sequeu1i11/ or Indirect losse;,,

13.1 0.1 The liability ofBuying Entity and Buyer shall be limited to that explicitly provided
in this
Agreement.
Provided that notwiths tanding anything contained in this Agreement, under no event
shall
13uyer or Buying Entity claim from one another any indirect or consequential losses
or
damages.

13.11 Order ofpriority in application

In case of inconsistencies between the agreement(s) executed between the .Parties,
applicable Law includin g rules and regulatio n, framt'd thereunder, the order of priority
as
between t hem shall be the order in which they are placed below:

i. applicable I.aw, rules and regulatio ns framed thereunder;

ii. the Grid Code; and
iii. lhe terms and conditions of this Agreement read along with SECI-SPD PPA;

13.12 l11depe11de11t Entity

I3.12. l Buying Entity/Buyer shall be an independent entity perfo1111ing its obligatio

ns pursuant
to the Agreement.
13.12.2 Subject to the provisio m of the 1\greerncnt, 13uying Entity/ Ruyer shall
be solely
responsible for the manner in which its obligations under this Agreem ent are
to he
performed. All employees and represematives of Buying Entity in connection with
the
perfornHmce of the /\greemcfll shall be under the complete control of Buy ing Entity
and
shall nm be deemed to be employees, represen tatives, of Duyer and nothing containe
d in
the Agreement or in any agreement or contract awarded by Buying Entity shall
be
construed 10 create any contractual relationship between any such employe
es,
representativ1.:s or contractors and Buyer.

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853
DUYER-BUYII\U ENTTTY PSA

13.13 Compliance with Law

Despite anything contained in this Agreement but without prejudice to this Article, if any
prnvision of this Agreement shall be in deviation or im:onsistent with or repugnant
to the provisions conta ined in the Electricity Act, 2003, or- any ru]es and regulations made
there under, such provision of this Agreement shall be deemed to be amended Lo the extern
required to bring it into comp! iance with the aforesaid relevant provisions as amended
from time to time.

IN \VlTNESS WHEREOF the Parties have caused the Agreement to be executed through their
duly authorized representatives as oftht: date and place set forth above.

For and on behalf of For and on behalf of

fSECI] [CSPDCL]

Signature with sen! Signature with seal

Witness: Witness:

1.

Addi. Chief Engineer

0/o. The Executive Director (R.A.& P.M.l
C.S.P.D.C.L. Raipur

2. 2. AZ .~--o-
(_~
AJay Kumar Singh - 903:3i 989 Page 52 of 53
Superi1~nding Engineer
0/o. The Executive Director (R.A.& P.M.)
C.S.P.O.C.L. naipur

854
BU'{ER-BUYING ENTITY PSA

SCHEDULE 1: LIST OF LOAs ISSUED TO SPDs

Project Applicable Tariff as

SI. SPD Name Capacity per SECI-SPD PPA
No.
(lVCW) (Rs/k\Vh)
Adani Green F.ncrgy Four 2000 2.54
1.
Limited
Azure Power India Private 1000 2.54
2.
Li mited
3. I I 1
4. I I I
5. I I I
6. I ( J
Weighted Average Tariff(k\Vh) 2. s,1

2 SCHEDULE 2: BUYER-SPD PPA

[Shall be provided to Ruying Entity within 30 Days of signing of PPA with SPD]

3 SCHEDUE 3: A,W 0UNT RF.ALTSATTON FOR SALE OF SOLAR POWER

(i) The hill in g to Ruying Entity shal l be done by Ruyer for r·ealisation of amount for Solar
Power.
(ii) The payments to be made by Buying Entity to Buyer for the Solar Power in a Monthly
Invoice shall comprise of amounts to be realized for Solar Power.
(iii)The Bills shall be raised by Buyer on Buying Entity as mentioned in cla use 6.2

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855