PO No.

: 4500993539
PO DATE : 10.12.2024
Quotation No.:
Quotation Date :

To,
BELTEK CANADIAN BEVERAGES PVT.LTD
"A-37, Phase-2, Mayapuri Indl
"New Delhi-110064"
DELHI , 110064,
State : Delhi
State Code : 30
Gstin/Unique Id : 07AAFCB7129M1ZD
Tel.No.: 8826104448
Email :[email protected]

Yours Truly,

We accept the above in Toto:

Approved By
For BELTEK CANADIAN BEVERAGES
PVT.LTD

NAME :
DATE :
Encl. Annexure - I : Priced Bill of Quantities

In the event, GST e-portal does not reflect amount billed / collected by you from INOX towards GST against your bills / invoices within due date of filing
of returns, either due to mismatch or delays or inaccuracy in filing returns or for any other reason, you shall refund such amount by of the next cycle of
filing return. In the event you fail to return such amount within 30 days# time, INOX reserves its right to adjust the said amount against the amount due
and payable to you. You hereby agree and acknowledges that INOX right to claim refund/adjustment as above is without prejudice to any other rights /
remedies available to INOX.

PVR INOX LIMITED (formerly known as PVR LIMITED)

Registered Office : 7th#Floor, Lotus Gra Veera Desai Road, Opp. Gundecha Symphony Andheri (West) , Mumbai 400053 INDIA. Tel.: (91 22)2240626900 ,Fax :(91 22) .
www.inoxmovies.com Email : [email protected] CIN:L74899MH1995PLC387971

PO No.:4500993539 1 of 2
 ANNEXURE - I
PRICED BILL OF QUANTITIES & SPECIFICATIONS

Sr.No. HSN/SAC Description of Goods or UOM QTY RATE VALUE SGST CGST UTGST IGST CESS
Services
RATE AMT RATE AMT RATE AMT RATE AMT RATE AMT
1 RM WILD LEMONADE EA 240.000 50.42 12,101 - - - - - - 18.00 % 2,178 - -
VITAMIN DRINK 400
ML

2 RM WILD LEMONADE EA 240.000 42.50 10,200 - - - - - - 28.00 % 2,856 12.00 % 1,224.00

ZERO SUGAR
DRINK400ML

TOTAL 22,301 - - - 5,034 1,224

Rupees Twenty Eight Thousand Five Hundred Fifty Nine Only . Total Amount Before Tax : 22,301
Add : CGST -
Add : SGST -
Add : IGST 5,034
Add : Comp. Cess 1,224
Total Amount After Tax 28,559
Bill To, Ship To,

M/s,PVR INOX LIMITED M/s ,PVR INOX LIMITED

CHENNAI SATHYAM, CHENNAI SATHYAM,
NO.8, THIRU VI KA ROAD, ROYAPETTAH, CHEN NO.8, THIRU VI KA ROAD, ROYAPETTAH, CHEN

Chennai,600014. Chennai,600014.
State Code : 22. State Code : 22.
STATE : Tamil Nadu. STATE : Tamil Nadu.
GSTIN/UNIQUE ID : 33AAACP4526D1ZX. GSTIN/UNIQUE ID : 33AAACP4526D1ZX.

PO No.:4500993539 2 of 2
Each Purchase Order (#PO#) placed by us for goods and/or services are subject to these general terms
and conditions. You shall deem to have agreed to be bound by such terms by accepting the Purchase
Order, delivering the goods and/or performing the services. The Purchase Order, these general terms
and conditions, as contained herein and any specifications or other documents expressly referenced in
the Purchase order (collectively referred to as #Agreement#), shall form an agreementbetween us and
in case of inconsistency between PO and these terms and conditions, these terms and conditions shall
prevail. This Agreement is validly binding upon you and you hereby acknowledge & confirm that you
have read this Agreement in full and agree to abide by this Agreement voluntarily without any duress
or coercion or undue influence and you are aware of all legal and other ramifications of your decision.

General Terms and Conditions-PVR INOX Purchase/Service Order

The following General Terms and Conditions (#GTC#) apply between PVR INOX
Limited (#PVR INOX#) and Supplier as set out in this Purchase Order.

For avoidance of doubt, the terms and conditions herein shall only apply and be binding
upon the parties to this Purchase Order who entered into it to govern the purchase of
the item/s or services described in it. The Supplier#s general terms and conditions shall
not be applicable unless PVR INOX has explicitly approved in writing.
1 Scope of Goods and Services : Supplier shall provide the
goods (#Goods#) or perform the services (the #Services#), the Goods and Services are collectively or
severally referred to as work products (#Work Products#) as the context may permit, together with any
other incidental activities which are reasonably necessary in order to carry out the same at the times,
price and at the locations (#Locations#) and as otherwise set out in this Purchase Order for the benefit
of PVR INOX during the term of this Purchase Order (#Term#). Upon placement of a Purchase Order
by PVR INOX, any and all Work Products ordered, leased or purchased, whether tangible or
intangible, shall be deemed identified. The Supplier shall be solely responsible for all costs of
shipment to the delivery location, unless agreed contrary by PVR INOX in this Purchase Order.

2 Delivery of Goods and Services :

2.1 The Supplier shall, at its own expense, pack, load, and deliver Work Products to the delivery point
as specified by PVR INOX and in accordance with the invoicing, delivery terms, shipping, packing,
and other instructions printed on the face of the Purchase Order or otherwise provided to the Supplier
by PVR INOX, in writing. Any such instruction given to the Supplier pursuant to this Purchase Order
shall be deemed to be part and parcel of this Purchase Order. No charges will be allowed for freight,
transportation, insurance, shipping, storage, handling, demurrage, cartage, packaging or similar
charges unless provided for in the applicable Purchase Order or otherwise agreed to in writing by PVR
INOX.
2.2 Time is of the essence with respect to delivery and performance of the Work Products. Work
Products shall be performed as per the delivery schedule. The Supplier must immediately notify PVR
INOX if Supplier is likely to be unable to meet the delivery schedule, subject to consequences for
delay/ non-performance as per the provisions of this Purchase Order. At any time prior to the actual
delivery, PVR INOX may, upon notice to the Supplier, cancel or change the Purchase Order without
any liability whatsoever, or any portion thereof, for any reason, including, without limitation, for the
convenience of PVR INOX or due to the failure of the Supplier to comply with the Purchase Order,
unless otherwise noted/specified.
2.3 The ownership and legal title to the Work Products shall transfer to PVR INOX when the Work
Products are properly and completely delivered by the Supplier to the satisfaction of PVR INOX at the
place of its delivery and in conformity to the specification as stipulated in the Purchase Order. Till the
time PVR INOX accepts the Work Products to be in conformity with the Purchase Order the same
shall be at the risk of Supplier irrespective of whether the Supplier has received the consideration or
otherwise.
2.4 When the Supplier is delivering Work Products on PVR INOX#s premises the Supplier shall
obey PVR INOX#s policies concerning EHS -Environmental, Health & Safety security,
environmental, code of conduct and fire protection and efficient use of energy currently in force or any
other policy as applicable to PVR INOX / Locations.
2.5 Any defect in deliveries should be replaced immediately by new deliveries that are free from
defect, and faulty Work Products must be rectified as per the desired/agreed quality standards
faultlessly.
2.6 The Supplier hereby agrees to deliver or perform Work Products in accordance with PVR INOX#s
plans, graphs or other specific demands. The Supplier expressly guarantees the Work Products to be in
conformity with such PVR INOX# specifications. If delivery or performance deviates from PVR
INOX#s specifications, PVR INOX shall have the rights as provided under the Purchase Order
without prejudice to other remedies available to PVR INOX under law or equity.
3 Inspection; Acceptance and Rejection.
3.1 Delivery and performance of Work Products shall always be subject to PVR INOX#s right of
inspection and acceptance. PVR INOX shall have minimum 7 (Seven) days (the #Inspection Period#)
following the completion of delivery and performance of the Work Products at the Delivery Point to
undertake such inspection, and upon such inspection, PVR INOX shall either accept the Work
Products (#Acceptance#) or reject them and instruct to rectify the non-conformities. PVR INOX shall
have the right to reject any Work Products that are delivered in excess of the quantity ordered or are
damaged or defective. In addition, PVR INOX shall have the right to reject any Work Products that
are not in conformance with the specifications or any term herein mentioned.
3.2 Transfer of title, to PVR INOX, of Work Products, shall not constitute PVR INOX#s acceptance
of those Work Products. PVR INOX shall provide Supplier, within the Inspection Period, notice of
any Work Products that are rejected. PVR INOX#s inspection, testing, or Acceptance or use of the
Work Products hereunder shall not limit or otherwise affect Supplier#s warranty obligations hereunder
with respect to the Work Products, and such warranties shall survive inspection, test, Acceptance, and
use of the Work Products.
3.3 PVR INOX shall be entitled to return rejected Goods to the Supplier at the Supplier#s expense and
risk of loss for, at PVR INOX#s option, either: (i) full credit or refund of all amounts paid by PVR
INOX to the Supplier for the rejected Goods; or (ii) replacement Goods to be received within the time
period specified by PVR INOX. Title of rejected Goods shall return to the Supplier upon such delivery
and such Goods shall not be replaced by the Supplier except upon written instructions from PVR
INOX. The Supplier shall not deliver Goods that were previously rejected on grounds of
non-compliance with Purchase Order, unless delivery of such Goods is approved in advance by PVR
INOX, and is accompanied by a written disclosure of PVR INOX#s prior rejection(s). If the Supplier
fails to pick up/correct/dispose rejected material within specified period then the Goods will be lying
at the risk and loss of the Supplier and inventory carrying charges will be applicable beyond the
specified period and the same will be debited from the Supplier#s Invoices and it shall be treated as
debt owed to PVR INOX. PVR INOX reserves the right to dispose-of the rejected material as scrap, if
the Supplier fails to pick up/correct/dispose of rejected material within specified time by PVR INOX
in writing.
4 Price/Payment Terms.
4.1 Prices for the Work Products will be set out as per this Purchase Order. Any escalation or variation
in the price shall not be effective unless agreed to in writing by PVR INOX before the supply of Work
Products. The Supplier will issue all invoices on a timely basis. All invoices delivered by the Supplier
must meet PVR INOX#s requirements, and shall necessarily carry the reference of Purchase Order.
PVR INOX shall have the right to withhold payment of any invoiced amounts that are disputed in
good faith until the parties reach an agreement with respect to such disputed amounts and such
withholding of disputed amounts shall not be deemed a breach of the contract nor shall any interest be
charged on such amounts. Notwithstanding the foregoing, PVR INOX agrees to pay at its discretion
the balance of the undisputed amounts on any invoice that is the subject of any dispute within the time
periods specified herein.

1 PVR INOX may reduce the amount of Work Products ordered upon reasonable notice (notice period
to be specified)Not required since PVR INOX is already giving reasonable notice in this clause, and
Supplier agrees to supply such quantities and charge only the pro-rata amount for the reduced
quantities at the same rate as specified herein, without any additional cost on any account whatsoever.
2 The Supplier understand and confirms that PVR INOX does not commit to purchase a minimum
volume of any Goods/Services from the Supplier and in relation to that PVR INOX shall not be liable
to pay any compensation whatsoever arising out of any deficit quantity of Work Product not being
purchased from the Supplier.
3 The Supplier shall submit below-mentioned copies of its invoice to our authorized representative for
certification:
3.1 Tax Invoice [Original for Recipient / PVR INOX copy and Duplicate for Supplier copy], three
copies of delivery challan, if any, along with the consignment. Tax Invoice shall be prepared and
issued by Supplier strictly in compliance of applicable laws including the provisions of GST Act,
2017.
3.2 The Supplier agrees that any credit period agreed between the Parties shall be subject to
completion of successful delivery Work Products and be computed only upon the receipt of Tax
Invoice thereof by PVR INOX. In particular, the Tax Invoice shall invariably contain the following
details: a) Name, Address, GSTIN of the Supplier b) Type/Nature of document c) Serial Number d)
Date of its issue e) Name, Address, GSTIN and Location of the recipient. f) HSN code of goods and
Accounting Code of services g) Purchase Order / Service Order Date, Number h) Description of Work
Products and its Completion Date i) Quantity in case of goods and unit or Unique Quantity Code
thereof j) Total value of Work Products k) Free issue material, if any l) Taxable value of Work
Products taking into account discount or abatement or Free Issue, if any m) Rate and Amount of tax
charged/ debited/ credited in respect of taxable Work Products (CGST, SGST or IGST) n) Signature
or digital signature of the supplier or his authorized representative o) Any other requirement as
required by PVR INOX or under the applicable law.
3.3 Any reversal of Input Tax Credit or recovery of interest or imposition of penalty on PVR
INOXowing to deficiency in tax invoice or any other dispatch document shall be recovered from the
Supplier.
4 GOODS & SERVICES TAX (#GST#):
4.1 If this Purchase Order or any service / act under or in respect of this Purchase Order is subject to
GST, Supplier shall issue Tax Invoice properly containing all the relevant information and details as
required under the GST Law and rules/formats framed there under. It has been understood by the
Parties that where the invoice/bill raised by Supplier on the Company is not in prescribed format or do
not contain any of the information and details as required under the GST law and rules/formats
framed, the Company will not be under any obligation to make the payment unless the
discrepancies are removed.
4.2 Supplier agrees to perform all compliance related activities, including providing invoices or other
documentation, filing of periodic returns/ statement or any other document in such form and detail that
may be necessary, generation of invoice reference number (#IRN#) or QR code to enable or assist the
Company to claim or verify any input tax credit, set off, rebate or refund in relation to any GST
payable under this Purchase Order or in respect of any service / act under this Purchase Order.
4.3 Notwithstanding anything contained in this Purchase Order, Supplier understands and confirms
that the Company is entitled to hold the payment of the invoice to the extent it represents GST amount
till the time the said GST amount is actually deposited by Supplier to the relevant government, IRN
or QR is generated and all the periodic return(s) in such form and detail that enables the Company to
avail/claim input Tax Credit that has been filed. It is agreed between the Parties that where the
Company is not able to avail Input Tax Credit due to reasons attributable to Supplier, the Company
shall be entitled to hold the payment until the Supplier actually avails Input Tax Credit.
4.4 Where the Company has made the payment for the Invoice (value including GST) issued by
Supplier and subsequently it is found that Supplier was not registered under GST Law or its
registration certificate has been cancelled for whatsoever reason or tax has not deposited or INR/ QR
code has not generated as per the prescribed mechanism,Supplier will forthwith refund the GST so
charged and collected and indemnify or hold the Company indemnified for any tax demand, penalty,
legal cost, etc. resulting due to the same. This Article will survive the termination of this Purchase
Order.

5 Legal Compliance: Workplace Safety:

5.1 The Supplier shall at all times comply with all applicable laws, good industry practices and
standards. Supplier shall obtain all applicable permits, licenses, exemptions, consents and approvals
required for the Supplier to manufacture and/or supply the Work Products as per the Purchase Order.
5.2 With respect to deliveries and the performance of Services, the Supplier alone shall be responsible
for compliance with regulations for the prevention of accidents.
5.3 Any failure by the Supplier to satisfy the statutory compliances may be (but bot an obligation)
made good by PVR INOX at a cost to the Supplier and shall have the power to deduct/recover from
the monies due to the Supplier any sum required or estimated for rectification or the loss (if any)
suffered by a worker by reason of non-fulfillment of the statutory conditions.
6 Product Warranties: The Supplier warrants to PVR INOX that all
goods provided shall be (i) of merchantable quality; (ii) fit for the purposes intended; (iii) unless
otherwise agreed to by PVR INOX Goods shall be new (iv) free from defects in design, material and
bad workmanship; (v) in strict compliance with the Specifications and performance test parameters, if
no standard of goods or workmanship shall be so described, such goods and workmanship shall be in
accordance with the best standards of the industry, in compliance with the statutory requirements and
satisfactory to PVR INOX; (vi) free from any liens or encumbrances on title whatsoever; (vii) in
conformance with any samples provided to PVR INOX; (viii) compliant with all applicable federal,
provincial, and municipal laws, regulations, standards and codes as published by Bureau of Indian
Standards; (ix) in accordance with all Specifications and all PVR INOX#s policies, guidelines,
by-laws and codes of conduct which are published on its website or notified in writing to the Supplier.
7 Service Warranties: The Supplier warrants to PVR INOX that
Supplier shall perform all Services: (i) exercising that degree of professionalism, skill, diligence, care,
prudence, judgment, and integrity which would reasonably be expected from a skilled and experienced
service provider providing services under the same or similar circumstances as the Services under this
Purchase Order; (ii) in accordance with all Specifications and all PVR INOX#s policies, guidelines,
by-laws and codes of conduct; and (iii) using only personnel with the skills, training, expertise, and
qualifications necessary to carry out the Services. PVR INOX may object to any of the Supplier#s
personnel engaged in the performance of Services who, in the reasonable opinion of PVR INOX, are
lacking in appropriate skills or qualifications, engage in misconduct, constitute a safety risk or hazard
or are incompetent or negligent, and the Supplier shall promptly remove such personnel from the
performance of any Services upon receipt of such notice, and shall not re-employ the removed person
in connection with the Services without the prior written consent of PVR INOX.

1 Intellectual Property Warranty.

1.1 The Supplier shall warrant that at all times all Work Products (including any Deliverables)
supplied do not infringe any design, Patent, trademark or any intellectual property of any third party
and in event of any claim, loss or damage suffered by PVR INOX or any infringement action being
taken against PVR INOX by third party shall be to the account of Supplier with respect all risks and
costs.
1.2 In the event that any Goods provided by the Supplier to PVR INOX are subject to a claim or
allegation of infringement of Intellectual Property Rights of a third party, the Supplier shall, at its own
option and expense, without prejudice to any other right or remedy of PVR INOX (including PVR
INOX#s indemnification rights hereunder), promptly provide PVR INOX with a commercially
reasonable alternative, including the procurement for PVR INOX of the right to continue using the
Goods in question, the replacement of such Goods with a non-infringing alternative satisfactory to
PVR INOX, or the modification of such Goods (without affecting functionality) to render them
non-infringing.
2 Manufacturer Warranties: The Supplier shall assign to PVR INOX all
manufacturer#s warranties for Goods not manufactured by or for Supplier, and shall take all necessary
steps as required by such third party manufacturers to effect an assignment of such warranties to PVR
INOX.
3 Warranty Remedies.
3.1 In the event of breach of any of the warranties mentioned and without prejudice to any other right
or remedy available to PVR INOX (including PVR INOX#s indemnification rights hereunder), the
Supplier will, at PVR INOX#s option and Supplier#s expense, refund the purchase price for, or
correct or replace the affected goods, or re-perform the affected services, within 10 day(s) after notice
by PVR INOX to the Supplier of warranty breach. All associated costs, including costs of re-
performance, costs to inspect the Work Products, transport the Goods from PVR INOX to the
Supplier, and return shipment to PVR INOX, and costs resulting from supply chain interruptions, will
be borne by the Supplier. If Goods are corrected or replaced or Services are re-performed, the
warranties will continue to apply to the corrected or replaced goods commencing from the date of
replacement or correction. If Supplier fails to complete the delivery of goods or service within the
stipulated schedule or, if completed the delivery of goods or service within stipulated schedule but not
found as per desired specification & quality, PVR INOX reserves the right to get the contract
completed from alternative sources at the Supplier's risk, responsibility and cost. Any extra cost
incurred to get the contract completed from alternative source will be recovered from the Supplier, if
necessary by due legal process or withholding payment against any due payable to the Supplier.
3.2 For the abundant clarity, the Supplier agrees that Work Products supplied, which are not as per the
agreed specification or in breach of any warranties and using as an input, shall damage the
resulting/final Work Products of PVR INOX to which the Supplier shall indemnify and keep
indemnified and compensate PVR INOX against all losses, claims, damages, liabilities, costs
including legal costs, charges etc. of any third parties more specifically any clients to whom such
Work Products sold or rendered by PVR INOX.
4 The penalty of delay in delivery and loss for breach:
4.1 In case of failure of the Supplier to effect deliveries of the Work Products as per the agreed
delivery schedule, PVR INOX shall be entitled to deduct the penalty at 0.5% per week of delay, of the
Basic value of the Purchase Order, subject to a maximum of 5% of the Basic value.
4.2 If Supplier is in breach of any of the terms and conditions of this Purchase Order and/or any
document provided to the Supplier during the course of transactions then without prejudice to another
remedy the Supplier shall pay the amount of the loss or damage as estimated by PVR INOX at its
absolute discretion. Such an estimate shall be binding and conclusive upon the Supplier.
4.3 If the Supplier fails to perform the Work Products on time or within an additional reasonable grace
period set by PVR INOX at its sole discretion, PVR INOX shall be entitled to refuse acceptance,
rescind the Purchase Order and/or demand compensation.
4.4 It is agreed that in case the performance of Service or delivery of Goods is at multiplex, and the
cinema operations at multiplex are suspended for any reason, then PVR INOX may at its discretion
extend the duration of this Purchase Order by a period commensurate to the time for which the cinema
operations are suspended.

5 Intellectual Property Rights.

5.1 All technical documents, tools, in-house standard sheets, means of production, designs, drawings
etc. and the like provided by PVR INOX during the transaction shall be the original property of PVR
INOX. All intellectual property rights under that shall vest in and be the intellectual property of PVR
INOX. They, together with all duplicates that the Supplier may have been made, must automatically
be returned to PVR INOX as soon as the order has been executed. The Supplier shall not be entitled to
assert a right of retention in this respect. The Supplier shall fully protect PVR INOX against any
infringement of intellectual property rights and shall not use the Design, Drawings, Specifications,
Details, Instructions for any purpose other than the purpose covered under the transactions and shall
take such action, claims and proceedings against third parties infringing intellectual property right
and/or copyright and in the event of any infringement Supplier shall immediately notify PVR INOX in
respect thereof.
5.2 All Intellectual Property Rights in and to each Service shall vest in PVR INOX free and clear of all
liens and encumbrances on receipt of payment by the Supplier for each Service. To the extent that any
Service contains any intellectual property of the Supplier, the Supplier hereby grants to PVR INOX a
worldwide, royalty-free, non-exclusive, perpetual license to use, copy, modify and distribute such
intellectual property as part of the Service. The Supplier agrees to provide to PVR INOX all assistance
reasonably requested by PVR INOX to perfect the rights described herein, including obtaining all
assignments and waivers of moral rights necessary or appropriate to vest the entire right, title and
interest in such materials in PVR INOX and its successors and assigns.
6 Confidentiality.
6.1 The Supplier shall, at all the time during the term of the Purchase Order and after its expiry or
early termination as the case may be, ensure that complete confidentiality is maintained by it and all
its employees with regard to all information, whether marked as confidential or not, if disclose to any
third party may seriously prejudice to PVR INOX and its business interest, such information may
include information relating to its Premises, business, assets, affairs, trade secrets, clients, business
model, employees and any other such information as the Supplier/his employees may come across
while performing the services under the Purchase Order. The Supplier affirms and undertakes that
neither it nor any of its officers, employees or workmen shall at any time divulge or make known to
any third parties any PVR INOX# information. This clause shall not, however, apply to any
information, which is or becomes public knowledge through no fault of the Supplier and its
employees/workmen. The obligation under this clause shall survive the expiry or earlier termination of
the relationship between the parties. In case of breach of such obligation at any time by the Supplier or
its officers, employees or workmen, the PVR INOX shall have right, in addition, to get damages to
form the Supplier, and to take suitable legal action as may be advised by PVR INOX#s legal advisors
including injunctive relief. The obligations under this clause shall perpetually bind the Supplier as
long as it holds the information of PVR INOX
1.1 The Supplier shall not disclose such Information(s) to any potential Sub-contractor, if any, until
such time and in such manner as agreed by PVR INOX in writing. The decision of the PVR INOX will
be final and binding on the Supplier in this regard. The Supplier shall use best endeavors to prevent
the authorized disclosure of all information hereunder.
1.2 The Supplier covenants to sign a confidential agreement with PVR INOX at any time and in the
format provided by PVR INOX.
2 Maintenance with regard to Services:
2.1 Preventive maintenance shall be carried out once in every three months.
2.2 Preventive Maintenance shall be carried out preferably in the weekends or as instructed by PVR
INOX.
2.3 The break down service consists of attending to the complaint within a reasonable time,
identification of fault, working out repairs and replacement procedure, completing the repairs and
replacement to the satisfaction within the targeted time.
2.4 Logbook shall be maintained and the list of work carried out like servicing
maintenance, repairs etc. shall be recorded systematically on a regular basis. The Logbook shall be the
basic record for all purposes.
2.5 Care must be taken while carrying out the job to avoid any damage to equipment & property of
PVR INOX. Supplier has to pay for the cost of damage, if any.
2.6 In case of servicing, checking, repairing is not carried out as per agreed terms, proportionate
deduction in payment will be done from the bill.
2.7 The Supplier shall use only genuine original parts. If it is found otherwise, it will be
termed as a breach of order/contract. In case, if the original manufacturer does not exist or particular
item is phased out, then the other available makes or model of the parts shall be got approved from
PVR INOX and installed at no extra cost.
2.8 Notwithstanding as to what is specifically stated, it shall be the responsibility of the Supplier to
attend to all the preventive maintenance/routine maintenance and repairs and breakdown
services including replacements of all parts/components.
2.9 PVR INOX will not supply any tool / tackle / equipment. After satisfactory completion of
each of the work, the Supplier shall get approval from PVR INOX.
In case any spares parts, equipment or accessories which supplied by PVR INOX during the
maintenance/ repairing/ service purpose on temporary basis, the PVR INOX will be
responsible for it and has to return to PVR INOX in good condition.
3 Insurance: The Supplier shall take out and maintain at its
own cost such comprehensive insurance policy as are instructed by PVR INOX to cover all risks and
liability of the Supplier till the risk and property in the goods passes to PVR INOX. The Supplier shall
submit to PVR INOX the documentary evidence that the insurances under this clause are properly
maintained within seven (7) days of request. In the event the Supplier makes default under this clause
or in continuing or in causing to insure as instructed or required by PVR INOX under in this clause,
PVR INOX may itself insure on behalf of the Supplier against any risk with respect to which the
default shall have occurred and shall deduct a sum or sums equivalent to the amount paid or payable
in respect of premium from any monies due or to become due to the Supplier or such amount shall be
recoverable from the Supplier by PVR INOX as a debt. Unless the context otherwise requires, for the
purpose of this clause insurance also includes ESI, workmen compensation or any insurance to cover
risk against the personal injury, accident etc.
4 Indemnities: The Supplier shall indemnify, defend and hold
harmless PVR INOX, its Affiliates, and their respective officers, directors, employees, consultants,
and agents (the #PVR INOX Indemnified Parties#) from and against any claims, costs, expenditure,
fines, losses, actions, damages, expenses, legal fees and all other liabilities brought against or incurred
by PVR INOX Indemnified Parties or any of them arising out of: (a) death, bodily injury, sickness,
disease or death of any person; (b) willful default, fraud, negligence etc. (c) loss or damage to any
property, real or personal resulting from the use of or any actual or alleged defect in the Work
Products, or from the failure of the Work Products to comply with the warranties hereunder; (d) any
claim that the Work Products infringe or violate the Intellectual Property Rights or other rights of any
person; (e) any intentional, wrongful or negligent act or omission of Supplier or any of its Affiliates or
subcontractors; (f) Supplier#s breach of any of its obligations, representations, conditions or terms and
conditions of this GTC, order or any agreement; (g) any loss or damage arising out of delay in
uploading the invoice and/or delay in submission/furnishing the data as may be asked for by the
authorities and/or uploading invoices with incorrect data and/or correcting the data in the invoice
within stipulated time in the GSTN; (h) any liens or encumbrances relating to any Work Products or
(i) violation of any law including any laws on privacy; (j) any defect in the title of the Work Products.
4.1 The Supplier shall, without prejudice to the rights of PVR INOX to take any other action under the
Purchase Order, indemnify and keep indemnified PVR INOX from and covenants to pay such sum of
monies equivalent to any losses, costs, charges, expenses, claims or demands suffered or incurred or
that may be suffered or incurred by PVR INOX by reason of, or arising out of or related to the Goods
not performing in accordance with the standards specified in the quotation given by the Supplier or in
accordance with the Purchase Order, or the good not performing without defect or to the full and
complete satisfaction of PVR INOX.
5 Force Majeure
5.1 Force Majeure includes events or circumstances of the kind illustrated below:
5.1.1 war, hostilities (whether war be declared or not), invasion, act of foreign enemies, rebellion,
terrorism, revolution, insurrection, military or usurped power, or civil war, riot, commotion, disorder,
strike or lockout by persons other than Seller#s personnel,
5.1.2 Natural catastrophes such as earthquake, disaster, epidemic, lockouts, lockdowns, fire, accident,
flood or any act of God,
5.1.3 Munitions of war, explosive materials, ionizing radiation or contamination of such munitions,
explosives, radiation or radio-activity,
5.1.4 Governmental acts or actions
5.1.5 Any change in law
5.2 If either Party is prevented from performing any of its obligations under this Purchase Order by
such cases of Force Majeure, it shall give written notice to the other Party within 7 (Seven) days of
such occurrence, describing the event and its effects supported by authentic evidences that are
verifiable. The affected Party shall, having given notice, be wholly or partially excused performance
of such obligation for so long as such Force Majeure condition prevails. No party shall have any
claim/compensation for the loss incurred due to the Force Majeure.
5.3 The affected Party shall use all reasonable efforts to minimize any delay in its performance of the
Purchase Order as a result of Force Majeure.
5.4 The Party unable to perform this Purchase Order due to the effect of Force Majeure occurrence
may, after consultation with the other Party, extend the duration of this Purchase Order by a period
commensurate to the time actually lost due to the Force Majeure occurrence. The other Party shall not
claim compensation for the loss thus incurred. In case the cinemas area closed during the Force
Majeure, the supplier shall not be entitled to any payment on account of maintenance during such
period.
1.1 In case of an extension up to ninety (90) days in the performance of this Purchase Order due to the
effect of the Force Majeure occurrence, both Parties shall have amicable consultation on the
performance of this Purchase Order or terminate the Purchase Order.
2 Limitation of Liability:
2.1 In no event will PVR INOX be liable to the Supplier or any other person for any indirect,
incidental, consequential, special, exemplary or punitive damages, including any loss of profits, data,
goodwill, or business opportunity for any matter whether or not PVR INOX was advised of the
possibility of such loss or damages. The total liability of PVR INOX shall not exceed the order value
however this sub-clause shall not limit liability in any case of fraud, deliberate default or reckless
misconduct by PVR INOX.
3 Data Protection:
3.1 The Supplier shall (i) comply with all data protection and privacy laws applicable to the
processing of personal information/data; (ii) process Personal Data only for the purpose of providing
the Goods/Services to Customer; and (iii) maintain reasonable and appropriate physical,
administrative and technical safeguards designed to protect Personal Data from loss, misuse,
unauthorized access, disclosure, alteration and destruction.
3.2 The Supplier represents and warrants that it has necessary written approval from the provider of
the personal information for the use of that information.
4 Restriction on Publicity: The Supplier shall not at any time
take or permit to be taken any photographs of the works for use in any publicity or advertising or use
the works or any part thereof in any publicity or advertisement nor shall the Supplier impart to any
publication, journal or newspaper or to any radio or television program any information regarding the
works unless he shall first have obtained a written permission of PVR INOX. The contract documents,
details, levels or other information supplied to the Supplier under a particular contract shall not be
used by him for any purpose other than that contract, and the Supplier shall if so requested by PVR
INOX at the practical completion of the works, forthwith return to PVR INOX of the same.
5 Termination: PVR INOX shall have a right to cancel or terminate
this order at its convenience with 15 days# notice or more
particularly in the following situations:

5.1 If the Supplier defaults in the due performance or observance of any of the obligations, covenants,
conditions, warranties or provisions contained herein including but not limited to failure to supply
and/or commission the above-said goods/services conforming to PVR INOX#s specifications, within
the agreed delivery schedule.
5.2 If any representation, warranty, information or statement made or deemed to be made by the
Supplier, whether explicitly or not, proves to be untrue, incorrect or misleading in any material respect
or if any event occurs as a result of which, if any of the aforesaid representations, warranties or
statements were repeated immediately thereafter with reference to the facts subsisting at the time of
such repetition, the same would be untrue, incorrect or misleading in any material respect;
5.3 If there shall have occurred dissolution or liquidation or any order is made or resolution, law or
regulation passed or other action taken against the Supplier for dissolution or liquidation or the
Supplier shall otherwise enter into liquidation;
5.4 If the Supplier applies for or agree to an arrangement with their creditors or any proceeding or
arrangement by which a substantial part of the Supplier#s assets is subject to adverse impact with
respect to its dealing;
5.5 If the Supplier become or are declared by any Government Authority or any other competent
authority to be insolvent or are unable or admit in writing inability to pay your debts as they fall due or
become subject to or apply for any suspension of payment, bankruptcy, insolvency or reorganization
proceedings if such cessation in PVR INOX#s opinion has a material adverse effect on the Supplier;
5.6 If the consent of any Government Authority, required for the validity, enforceability or legality of
the terms hereof ceases to be or is not for any reason in full force and effect or such performance
becomes unlawful;
5.7 If extraordinary circumstances have occurred which in the sole opinion of PVR INOX make it
improbable for the Supplier to fulfill its obligations.
5.8 In case of cancellation or termination of this order, all the payments made to the Supplier pursuant
to the terms hereof shall become immediately due and payable to PVR INOX, along with liquidated
and other damages, Any cancellation or termination of this order shall not constitute a waiver by PVR
INOX of any obligation that by its terms shall survive such cancellation or termination or a waiver of
any claim which PVR INOX may have for actual damages caused by reason of, or relieve the Supplier
from liability for, any breach of the terms and conditions of this order prior to such termination or
cancellation.
5.9 The Supplier will be subject to any restrictions, constraints, sanctions imposed by any national or
international government, regulatory body, judicial, quasi-judicial, tribunal.
6 Governing Law: This shall be governed by the laws of India.
The courts at Delhi shall have an exclusive jurisdiction to entertain any matter arising out of or in
connection with the Purchase Order.
7 Dispute Resolution:In case of any dispute or differences
shall at any time arise between PVR INOX and the Supplier as to the meaning

at any time arise between PVR INOX and the Supplier as to the meaning or effect of contract
including the Purchase Order or any clause or thing contained herein or as to the rights, duties, and
liabilities of the Parties hereto under the contract including the Purchase Order then PVR INOX and
the Supplier shall endeavor to settle such disputes amicably, failing which the dispute shall, in
accordance with and subject to the provisions of the Arbitration and Conciliation Act, 1996 and Rules
thereunder, or any statutory modification or re-enactment thereof for the time being in force, be
referred (unless the parties concur in the appointment of a single arbitrator) to two arbitrators (one to
be appointed by each party to the dispute or difference) who shall appoint a presiding arbitrator or an
umpire immediately after they are themselves appointed. The Parties shall be deemed to have failed to
concur in appointing a single arbitrator if such an arbitrator has not been appointed within 30 calendar
days after the service by either Party on the other of a notice requesting the other to concur in the
appointment of such an arbitrator. The seat of the arbitration shall be New Delhi and conducted in the
English language. The Parties shall bear their own cost for Arbitration including the fees paid to
Attorneys and shall bear equally the charges to be paid to the Arbitration Panel. The provisions of this
Article shall survive the termination of this Purchase Order.
8 Independent Contractors: The Supplier will deal with PVR INOX as
an independent contractor and in no way will Supplier or its employees, agents, officer,
sub-contractor, consultant etc. be considered employees, agents, partners, fiduciaries, or joint venture
of PVR INOX. Supplier and its employees, agents, officer, sub- contractor, consultant etc. will have
no authority to represent PVR INOX or its Affiliates or bind PVR INOX or its Affiliates in any way,
and neither Supplier nor its employees, agents, officer, sub-contractor, consultant etc. will hold
themselves out as having authority to act for PVR INOX or its Affiliates.
9 Further Assurances: The parties if required, shall sign such
further and other documents, cause such meetings to be held, resolutions passed and do and perform
and cause to be done and performed such further and other acts and things as may be necessary or
desirable in order to give full effect to the transaction contemplated with the Supplier and every part
thereof.
10 Severability: If any provision is determined to be
unenforceable
or invalid for any reason whatsoever, in whole or in part, such invalidity or unenforceability shall
attach only to such provision or part thereof and the remaining part thereof and all other provisions
shall continue in full force and effect.
11 Harmonious Construction: In case of any conflict in the
provisions stated in the documents provided to the Supplier, the following will form the order of
precedence: a) Technical Specifications. b) Drawing c) Scope of Work d) Special Conditions of
Contract e) Agreement( if any) e) GTC
12 Waiver: In the event of PVR INOX not exercising any of the
powers conferred upon them, even though these are exercisable, the same shall not be construed as a
waiver of any of the powers in the event of failure/default by the Supplier. No waiver of any provision
of this Purchase Order shall be enforceable against that the Supplier unless it is in writing and signed
PVR INOX.
13 Assignment: The Supplier shall not assign or subcontract its obligations, rights, interest or
title in whole or in part, without PVR INOX#s prior written consent. The Supplier#s permitted
assignment or subcontracting or any part thereof will not release the Supplier of its obligations, and it
will remain the sole responsibility of the Supplier. The acts of omissions of any subcontractors of the
Supplier will be deemed to be the acts and omissions of Supplier.
14 Cumulative Remedies: The rights and remedies of PVR INOX are
cumulative and independent to each other and in addition to any other rights and remedies at law or in
equity.
15 Deemed Acceptance: If PVR INOX has not received any objection
from
the Supplier within 7 days of issuing this GTC then the Supplier shall be deemed to have accepted this
GTC.