ANALOG LEGALHUB TECHNOLOGY SOLUTIONS PRIVATE LIMITED
E-44/3, Pocket D, Okhla Phase II, Okhla Industrial Area, New Delhi – 110020
STANDARD TERMS AND CONDITIONS OF PURCHASE
(Applicable to all Purchase Orders for Goods and/or Services)
IMPORTANT NOTICE TO VENDOR / SUPPLIER: By accepting this Purchase Order, commencing supply, delivering Goods, performing Services, submitting an invoice, or failing to raise a written objection within three (3) Business Days of issuance, the Supplier irrevocably and unconditionally agrees to be bound by these Terms and Conditions in their entirety. Any counter-terms, pre-printed conditions, or deviations proposed by the Supplier are expressly rejected and shall have no legal effect unless specifically accepted in writing by an authorised signatory of the Company.
These Standard Terms and Conditions ('Terms') shall apply to and govern every purchase order, work order, service order, statement of work, supply order, release order, email confirmation or any other procurement document issued by the Company ('Purchase Order' or 'PO') for purchase of goods, materials, equipment, software, deliverables, services, works or any combination thereof, unless expressly modified in writing by an authorised signatory of the Company.
PART I — APPLICABILITY AND ORDER OF PRECEDENCE
1. APPLICABILITY
1.1 These Terms form an integral part of each PO issued by the Company and shall govern all supplies, services, deliverables and obligations of the Supplier.
1.2 Any terms and conditions in the Supplier's quotation, invoice, delivery challan, acknowledgement, proposal, website, standard terms or any other document which are inconsistent with, additional to or different from these Terms are expressly rejected and shall not bind the Company unless specifically accepted in writing by the Company's authorised signatory.
1.3 In case of conflict, the following order of precedence shall apply:
(a) Specific written agreement signed by the Company's authorised signatory;
(b) Purchase Order issued by the Company;
(c) Statement of Work / scope document / specifications approved by the Company;
(d) These Standard Terms and Conditions;
(e) Supplier's quotation only to the extent expressly incorporated in the PO.
1.4 Commencement of work, supply, delivery, invoice submission or acceptance of payment by the Supplier shall be deemed unconditional acceptance of these Terms and not acceptance of any Supplier terms.
2. DEFINITIONS
In these Terms, unless the context otherwise requires:
"Applicable Laws"
All applicable central, state, local, foreign or international laws, statutes, rules, regulations, notifications, circulars, orders, directions, standards, industry codes and governmental requirements applicable to the Supplier, the Company, the Goods, Materials, Services or Deliverables.
"Business Day"
Any day other than a Saturday, Sunday, or public holiday in the National Capital Territory of Delhi on which banks are open for general business.
"Company / Analog / Purchaser"
Analog Legalhub Technology Solutions Private Limited, a company incorporated under the Companies Act, 1956/2013, having its office at E-44/3, Pocket D, Okhla Phase II, Okhla Industrial Area, New Delhi-110020, and includes its successors and permitted assigns.
"Company Data"
All data, information, documents, records, personal data, business data, transaction data, credentials, access logs, customer information or other information belonging to, generated for, received from, processed on behalf of, or made available by the Company.
"Confidential Information"
All business, commercial, financial, legal, technical, operational, customer, employee, vendor, pricing, process, data, software, system, security, policy, strategic or other information disclosed or made available by or on behalf of the Company, whether oral, written, electronic, visual or otherwise, including the existence and terms of the PO.
"Defect / Defective"
Any non-conformance, deficiency, failure, damage, error, omission, or shortcoming in Goods, Services or Deliverables, including failure to meet agreed Specifications, Applicable Laws, applicable standards, or the purpose for which they were intended.
"Deliverables"
All goods, materials, equipment, software, reports, data, documents, designs, content, works, services, outputs, records, tools, configurations, customisations, developments and any other items to be supplied, created, delivered or performed by the Supplier under the PO.
"Delivery Date"
The date or dates specified in the PO for delivery of Goods or completion of Services, time being of the essence in all cases.
"Goods / Materials"
All products, materials, consumables, equipment, hardware, machinery, devices, tools, spare parts, components, stationery, IT assets or any other movable items purchased by the Company.
"GST"
Goods and Services Tax as applicable under the Goods and Services Tax Act, 2017, including CGST, SGST/UTGST, IGST and Compensation Cess, as applicable.
"Intellectual Property Rights (IPR)"
All patents, trademarks, copyrights, design rights, database rights, trade secrets, moral rights, know-how, domain names, software rights, confidential information, inventions, improvements and all other intellectual or industrial property rights, whether registered or unregistered, and all applications and rights to apply therefor.
"Personal Data"
Any information relating to an identified or identifiable natural person, as defined under Applicable Laws including the Digital Personal Data Protection Act, 2023.
"Services"
All services, works, consultancy, manpower support, implementation, development, maintenance, installation, commissioning, repair, training, support, professional services, facility services, operational services or other activities to be performed by the Supplier.
"Specifications"
The technical specifications, quality standards, drawings, data sheets, samples and descriptions set out in or referenced by the PO, including applicable BIS or international standards.
"Supplier / Vendor"
The vendor, supplier, contractor, consultant, service provider, agency, seller or other person or entity to whom the PO is issued, including its employees, agents, subcontractors and permitted assigns.
"Warranty Period"
A minimum period of twelve (12) months from the date of Acceptance of Goods or completion of Services (whichever is later), or eighteen (18) months from the date of delivery, whichever is later, or any longer period specified in the PO, manufacturer warranty or Applicable Law.
3. ACCEPTANCE OF PURCHASE ORDER
3.1 The Supplier shall be conclusively deemed to have accepted the PO and these Terms unconditionally upon the earliest of:
(a) Written or email acknowledgement of the PO;
(b) Commencement of supply, manufacture, procurement, performance or any work;
(c) Delivery of any Goods or part performance of any Services;
(d) Submission of any invoice or request for payment; or
(e) Failure to raise a written objection within three (3) Business Days of issuance of the PO.
3.2 Any objection raised by the Supplier shall not be binding on the Company unless expressly accepted in writing by the Company's authorised signatory. The Company may cancel the PO without liability if the Supplier does not accept unconditionally.
4. SCOPE OF SUPPLY AND SERVICES
4.1 The Supplier shall supply Goods and/or perform Services strictly in accordance with the PO, Specifications, drawings, scope documents, timelines, quality standards, service levels and instructions issued by the Company.
4.2 The Supplier shall be responsible for providing all manpower, tools, equipment, materials, supervision, statutory approvals, licences, permits, insurance, safety measures and resources required to complete the PO, unless expressly agreed otherwise.
4.3 The Supplier shall not substitute any material, brand, Specification, model, personnel, subcontractor, location, process or methodology without the Company's prior written approval.
4.4 The Company may issue reasonable instructions, clarifications, modifications, additional requirements or changes in relation to the PO, and the Supplier shall comply without additional cost unless expressly agreed in writing by the Company.
PART II — PRICE, PAYMENT AND TAXES
5. PRICE AND PRICE WARRANTY
5.1 Prices stated in the PO are fixed, firm, all-inclusive and not subject to escalation, revision or increase unless expressly agreed in writing by the Company.
5.2 Unless specifically stated otherwise in the PO, the price includes all costs, charges, packaging, loading, unloading, transportation, insurance, labour, tools, consumables, travel, accommodation, statutory payments, duties, levies and all incidental expenses required for complete delivery or performance.
5.3 No additional amount, reimbursement, out-of-pocket expense, mobilisation charge, demobilisation charge, waiting charge, cancellation charge, minimum commitment, overtime, premium, idle time cost or escalation shall be payable unless expressly pre-approved in writing by the Company.
5.4 The Supplier warrants that the prices offered are the lowest prices offered by it to any similarly placed customer for similar goods or services under similar conditions. If lower prices are offered to any such customer before completion of the PO, the Supplier shall automatically pass such benefit to the Company.
5.5 The Company shall be entitled, without prior notice, to deduct, withhold, set off or adjust any amount payable to the Supplier against any claim, loss, damage, penalty, credit note, debit note, advance, excess payment, defective supply, service deficiency, liquidated damages or other recoverable amount.
6. TAXES AND STATUTORY DEDUCTIONS
6.1 The Supplier shall be solely responsible for compliance with all tax laws including GST, income tax, withholding tax, customs duty, labour cess and any other applicable taxes, duties, levies or statutory charges.
6.2 The Company shall deduct tax at source (TDS) or make other statutory deductions as required under Applicable Laws and shall provide applicable TDS certificates (Form 16A or equivalent) to the Supplier.
6.3 The Supplier shall provide valid GST-compliant tax invoices, GSTIN, HSN/SAC codes, e-way bills, delivery challans and all other documents required for the Company to claim input tax credit (ITC) or comply with law.
6.4 If the Company is denied ITC, suffers a tax demand, interest, penalty, cost or loss due to any act, omission, non-compliance, incorrect invoice, delayed filing, mismatch, non-payment of tax, cancellation of GST registration or default of the Supplier, the Supplier shall immediately indemnify and reimburse the Company in full.
6.5 The Supplier shall not charge GST or any tax unless legally applicable and supported by valid documentation.
7. INVOICING
7.1 The Supplier shall raise invoices strictly in accordance with the PO, only after delivery or performance and Acceptance by the Company.
7.2 Every invoice must clearly state the PO number, item/service description, quantity, unit price, applicable taxes, HSN/SAC code, GSTIN, delivery details, bank account details and be accompanied by all required supporting documents including signed delivery challan, gate entry, completion certificate and e-way bill.
7.3 The Supplier shall not raise invoices later than thirty (30) calendar days from the date of delivery or completion of Services. The Company may reject invoices submitted beyond this period at its sole discretion.
7.4 If any invoice is found incorrect, deficient or non-compliant, the Company shall notify the Supplier and the payment period shall commence afresh from receipt of the corrected invoice.
8. PAYMENT TERMS
8.1 Unless otherwise stated in the PO, payment shall be made within sixty (60) calendar days from the later of: receipt of a correct and compliant invoice; completion of delivery or performance; Acceptance by the Company; and receipt of all supporting documents.
8.2 Payment shall be made by NEFT/RTGS or such other mode as agreed. All bank charges on the Supplier's side shall be borne by the Supplier.
8.3 The Company may withhold payment for disputed, Defective, deficient, delayed, incomplete or non-compliant Goods or Services.
8.4 No interest, late payment charge, collection cost or penalty shall be payable by the Company unless expressly agreed in writing.
8.5 Payment shall not constitute Acceptance, waiver, admission of liability or confirmation of satisfactory performance.
PART III — DELIVERY, RISK AND TITLE
9. DELIVERY OF GOODS
9.1 TIME IS OF THE ESSENCE. The Supplier shall deliver Goods strictly on or before the Delivery Date, at the location, date, time and in the manner specified by the Company.
9.2 Each delivery shall be accompanied by: a tax invoice, delivery challan, packing list, e-way bill, warranty certificate, test certificate, inspection report, user manuals, licences, certificates of origin and all applicable statutory compliance documents. The PO number and line item must be clearly marked on all packages.
9.3 Partial delivery, early delivery, excess delivery or delivery at an unspecified location shall not be made without prior written approval of the Company. The Company may reject any unauthorised delivery at the Supplier's cost and risk.
9.4 The Supplier shall pack Goods properly and safely to prevent damage, deterioration, contamination, leakage, breakage, theft or loss during handling, transportation and storage. Any loss, damage or shortage due to improper packing shall be borne solely by the Supplier.
9.5 The Supplier shall immediately notify the Company in writing of any actual or anticipated delay. Such notice shall not relieve the Supplier of liability for delay or for liquidated damages.
9.6 Delivery shall be on a Delivered Duty Paid (DDP) basis (Incoterms® 2020) to the delivery address in the PO, at the Supplier's cost and risk, unless otherwise expressly stated.
10. TITLE AND RISK
10.1 Risk of loss or damage in Goods shall remain with the Supplier until the Goods are delivered, inspected and accepted by the Company at the designated location.
10.2 Title in Goods shall pass to the Company upon the earlier of delivery at the Company-designated location, payment, or Acceptance, unless otherwise specified in the PO.
10.3 The Supplier warrants that all Goods shall be free from all liens, charges, encumbrances, security interests, third-party claims or adverse title.
10.4 Where any advance payment is made by the Company, title in the corresponding Goods, work-in-progress, raw materials or Deliverables shall vest in the Company to the extent of such payment, without affecting the Supplier's responsibility for safe custody and completion.
11. INSPECTION, TESTING AND ACCEPTANCE
11.1 The Company shall have the right to inspect, test, verify, audit and review Goods, Services, Deliverables, facilities, records and work-in-progress at any stage before or after delivery or performance, including at the Supplier's or subcontractor's premises.
11.2 Acceptance shall occur only upon: (a) written confirmation by the Company; or (b) expiry of forty-five (45) calendar days from delivery or performance without the Company having issued a Defect notice — whichever occurs first.
11.3 Payment, use, installation, resale, deployment or temporary possession shall not constitute Acceptance and shall not waive any rights of the Company.
11.4 The Company may reject any Goods, Services or Deliverables that are Defective, deficient, incomplete, delayed, unsafe, non-compliant, not as per Specification, not fit for purpose or otherwise unsatisfactory.
11.5 Upon rejection, the Supplier shall, at the Company's option and at the Supplier's sole cost:
(a) Replace the Goods or re-perform the Services within a timeframe specified by the Company (not exceeding ten (10) Business Days);
(b) Repair or rectify the Defect;
(c) Refund all amounts paid in respect of the rejected Goods or Services;
(d) Bear all removal, transportation, storage and reinstallation costs; and/or
(e) Compensate the Company for all losses, costs and damages.
11.6 The Company may itself rectify or procure rectification of any Defect through a third party at the Supplier's risk and cost if the Supplier fails to act within the specified timeframe.
11.7 Acceptance shall not prejudice the Company's right to reject Goods or Services found Defective upon first use or in respect of latent Defects discovered after Acceptance.
PART IV — WARRANTIES AND QUALITY
12. WARRANTIES
12.1 Goods Warranty: The Supplier warrants that all Goods supplied shall:
(a) Be new, unused, genuine, merchantable, of satisfactory quality and free from all Defects in design, material, workmanship and installation;
(b) Strictly conform to the description, Specifications, samples and requirements in the PO;
(c) Be fit for the purpose for which they are purchased and for any particular purpose communicated by the Company;
(d) Comply with all Applicable Laws, BIS standards and safety standards;
(e) Be genuine, original and not counterfeit or refurbished (unless expressly approved); and
(f) Be free and clear of all liens, encumbrances and third-party claims.
12.2 Services Warranty: The Supplier warrants that all Services shall:
(a) Be performed by appropriately qualified, trained, experienced and supervised personnel;
(b) Be carried out with due skill, care, diligence, professionalism and continuity in accordance with industry best practices;
(c) Conform to the service description, scope, service levels, timelines and Deliverables in the PO;
(d) Be free from Defects, negligence, errors and omissions; and
(e) Achieve the intended business purpose communicated by the Company.
12.3 Warranty Period: The warranties above shall survive Acceptance and remain in force for the Warranty Period. If any Defect is discovered during the Warranty Period, the Supplier shall, without additional charge and within the timeframe specified by the Company, repair or replace the Defective Goods or re-perform the Defective Services.
12.4 Replacement/re-performed Goods or Services shall carry a fresh full Warranty Period from the date of Acceptance of such replacement or re-performance.
12.5 The Company's remedies under this Clause are cumulative and not exclusive of any other remedy.
13. QUALITY STANDARDS
13.1 The Supplier shall ensure that all Goods and Services conform to the PO, Specifications, samples, approved designs, statutory standards, industry standards, safety standards and best professional practices.
13.2 The Supplier shall maintain adequate quality control systems and shall provide quality documents, certificates, test reports and inspection records upon request.
PART V — DELAYS AND LIQUIDATED DAMAGES
14. DELAYS AND LIQUIDATED DAMAGES
14.1 If the Supplier fails to deliver Goods or complete Services by the Delivery Date, and such failure is not attributable to a Force Majeure Event or any act or omission of the Company, the Company may, without prejudice to any other right or remedy:
(a) Cancel the PO in whole or part;
(b) Procure substitute Goods or Services from another source at the Supplier's risk and cost;
(c) Recover all additional costs, losses and damages;
(d) Impose liquidated damages as set out below;
(e) Withhold payment; and/or
(f) Reject delayed delivery or performance.
14.2 Liquidated Damages: For each completed week (or part thereof) of delay, the Company shall be entitled to levy liquidated damages at the rate of two percent (2%) of the total PO value, subject to a maximum of twenty-five percent (25%) of the total PO value.
14.3 The parties acknowledge that liquidated damages represent a genuine pre-estimate of the Company's loss and are not a penalty. Payment of liquidated damages shall not relieve the Supplier of its obligation to complete delivery or performance, and shall not limit the Company's right to claim actual losses, additional costs, penalties, business loss, third-party claims or other damages in excess of the liquidated damages amount.
14.4 The Company may deduct liquidated damages from any amount payable to the Supplier without requiring separate consent or notice.
14.5 For recurring Services, the Company may additionally impose service credits, deductions or penalties for failure to meet agreed service levels, without prejudice to termination or other remedies.
15. CHANGE, SUSPENSION AND CANCELLATION BY COMPANY
15.1 The Company may at any time change, defer, suspend, reschedule, reduce, increase or cancel the PO in whole or part by written notice without liability, except as provided in Clause 15.3.
15.2 The Supplier shall not be entitled to any compensation for cancellation, suspension or change unless expressly agreed in writing by the Company.
15.3 In case of cancellation for convenience, the Company's liability shall be limited only to payment for Goods or Services actually delivered, accepted and usable by the Company prior to the cancellation date, after adjustment of all claims, liquidated damages and recoveries.
15.4 The Supplier shall immediately stop work upon receipt of a cancellation or suspension notice and shall take all reasonable steps to mitigate costs.
PART VI — SERVICE-SPECIFIC OBLIGATIONS
16. SERVICE-SPECIFIC OBLIGATIONS
16.1 Where the PO is for Services, the Supplier shall perform the Services in accordance with the scope, service levels, timelines, Deliverables, reporting requirements and instructions of the Company.
16.2 The Supplier shall deploy only competent, trained, background-verified and properly supervised personnel. The Company may require removal or replacement of any Supplier personnel without assigning reasons, and the Supplier shall effect such replacement promptly.
16.3 Supplier personnel shall remain employees, agents or contractors of the Supplier only. Nothing in the PO shall create employment, agency, partnership or joint venture between the Company and any Supplier personnel.
16.4 The Supplier shall be solely responsible for payment of wages, benefits, provident fund (EPF), ESI, bonus, gratuity, leave, overtime, insurance, compensation, taxes and all labour law compliances in respect of its personnel.
16.5 The Supplier shall indemnify the Company against any claim by Supplier personnel or authorities relating to employment, wages, social security, labour law compliance, workplace injury, benefits or statutory dues.
16.6 The Supplier shall maintain attendance records, wage records, statutory registers, licences, challans, returns and other compliance documents and shall make them available to the Company upon request.
16.7 The Supplier shall ensure that its personnel comply with the Company's policies, code of conduct, security requirements, health and safety instructions, confidentiality obligations and workplace discipline.
PART VII — INTELLECTUAL PROPERTY AND CONFIDENTIALITY
17. INTELLECTUAL PROPERTY RIGHTS
17.1 All IPR in Deliverables specifically created, developed, customised, configured, written, designed, produced or generated for the Company under the PO shall vest exclusively in the Company from the moment of creation, without any further act or payment.
17.2 To the extent any rights do not automatically vest, the Supplier hereby irrevocably assigns all such rights to the Company on a worldwide, perpetual, exclusive, royalty-free and transferable basis, and shall execute all documents and take all acts necessary to perfect the Company's ownership.
17.3 Moral Rights: The Supplier irrevocably waives (and shall procure the waiver by its personnel and subcontractors of) all moral rights in the Deliverables.
17.4 Pre-Existing IPR: The Supplier retains ownership of its pre-existing IPR. The Supplier grants the Company a perpetual, irrevocable, worldwide, royalty-free, transferable and sublicensable licence to use, reproduce, modify, maintain, support and exploit such pre-existing materials to the extent embedded in or necessary for use of the Deliverables.
17.5 The Supplier warrants that the Goods, Services and Deliverables do not infringe any third-party IPR anywhere in the world. The Supplier shall not reuse, reproduce, commercialise, license, disclose or exploit Company-specific Deliverables without prior written approval.
17.6 Embedded and Open-Source Software: The Supplier shall disclose all open-source and third-party software components used in the Deliverables and shall ensure that such use imposes no obligation on the Company to disclose source code, license Company IP, pay additional fees or accept restrictive terms.
18. IP INDEMNITY
18.1 The Supplier shall defend, indemnify and hold harmless the Company, its affiliates, directors, officers, employees, customers and agents from and against all claims, losses, damages, costs and expenses (including legal fees) arising from any allegation that the Goods, Services, Deliverables or Documentation infringe any third-party IPR anywhere in the world.
18.2 If any Goods, Services or Deliverables are or are likely to be held to infringe third-party IPR, the Supplier shall, at its own cost and promptly: (a) procure for the Company the right to continue use; or (b) modify the infringing item to eliminate infringement without reducing functionality; or (c) replace the infringing item with a non-infringing equivalent of equivalent or better functionality.
18.3 The IP indemnity shall survive termination or expiry of the PO and shall not be subject to any limitation of liability.
19. CONFIDENTIALITY
19.1 The Supplier shall keep all Confidential Information strictly confidential and shall not use it except for performing the PO.
19.2 Confidential Information shall not be disclosed to any third party without prior written consent of the Company, except to Supplier personnel who strictly need to know and are bound by written confidentiality obligations at least as protective as these Terms.
19.3 The Supplier shall not make any public announcement, press release, advertisement, case study, client reference, social media post or disclosure using the Company's name, logo, brand or relationship without prior written approval.
19.4 Confidentiality obligations shall survive termination or expiry of the PO for five (5) years, and in respect of trade secrets and highly sensitive information, for so long as such information remains confidential.
19.5 This obligation does not apply to information that the Supplier can demonstrate was already in the public domain (other than through its breach), was already in its possession without restriction before disclosure, or is required to be disclosed by a court or regulatory authority (provided maximum prior written notice is given to the Company).
PART VIII — DATA PROTECTION, COMPLIANCE AND AUDIT
20. DATA PROTECTION AND INFORMATION SECURITY
20.1 The Supplier shall process Company Data only for the purpose of performing the PO and strictly in accordance with the Company's written instructions.
20.2 The Supplier shall comply with all applicable data protection and privacy laws, including the Digital Personal Data Protection Act, 2023, the Information Technology Act, 2000 and all rules thereunder.
20.3 The Supplier shall implement appropriate technical and organisational security measures to protect Company Data against unauthorised access, disclosure, modification, loss, misuse, destruction or breach.
20.4 The Supplier shall not transfer, disclose, store, host or process Company Data outside India or through any third party without prior written approval of the Company.
20.5 The Supplier shall immediately, and in any event within twenty-four (24) hours, notify the Company of any actual or suspected data breach, cyber incident, unauthorised access, security weakness or loss of Company Data.
20.6 The Supplier shall cooperate fully in investigation, containment, notification, remediation and regulatory response in relation to any data or security incident.
20.7 Upon completion, expiry or termination of the PO, the Supplier shall return or securely delete all Company Data and certify such deletion in writing within seven (7) days.
20.8 The Supplier shall indemnify the Company for all losses, penalties, regulatory fines, claims, costs, damages and expenses arising from any breach of this Clause.
21. SOFTWARE, IT PRODUCTS AND EMBEDDED TECHNOLOGY
21.1 Where Goods or Deliverables include software, firmware, tools, scripts, APIs, platforms, licences, embedded technology or third-party components, the Supplier shall ensure that the Company receives all rights, licences, documentation, keys, access, updates and permissions required for intended use.
21.2 The Supplier shall not include malicious code, spyware, ransomware, disabling devices, backdoors, time bombs, tracking mechanisms or unauthorised access tools in any Deliverable.
21.3 The Supplier shall provide patches, bug fixes, security updates and support as reasonably required by the Company or as specified in the PO.
22. COMPLIANCE WITH LAWS
22.1 The Supplier shall comply with all Applicable Laws, including laws relating to contracts, sale of goods, labour, employment, tax, GST, environment, health and safety, data protection, intellectual property, anti-corruption, sanctions, import-export, consumer protection and industry-specific regulations.
22.2 The Supplier shall obtain and maintain all licences, registrations, consents, permits, approvals and authorisations required for supply or performance under the PO.
22.3 Any cost, liability, penalty, interest, loss or proceedings arising from Supplier's non-compliance shall be solely borne by the Supplier.
23. ANTI-BRIBERY, ANTI-CORRUPTION AND ETHICAL CONDUCT
23.1 The Supplier shall not, directly or indirectly, offer, pay, promise, authorise, solicit or accept any bribe, kickback, commission, facilitation payment, gift, hospitality, benefit or advantage to influence any person in connection with the PO.
23.2 The Supplier shall comply with all applicable anti-bribery, anti-corruption, anti-money laundering, sanctions and ethical business conduct laws, including the Prevention of Corruption Act, 1988 and FEMA, 1999.
23.3 The Supplier shall not engage in fraud, collusion, misrepresentation, conflict of interest, unethical conduct or any act that may adversely affect the reputation of the Company.
23.4 Any breach of this Clause shall entitle the Company to terminate the PO immediately without liability and recover all losses.
24. HEALTH, SAFETY AND ENVIRONMENT
24.1 The Supplier shall comply with all health, safety, environmental and workplace requirements applicable to the Goods, Services and Company premises.
24.2 The Supplier shall ensure that its personnel use appropriate safety equipment, follow all site instructions and avoid causing damage, nuisance or hazard.
24.3 Any accident, injury, spill, damage, unsafe condition or environmental incident shall be immediately reported to the Company.
24.4 The Supplier shall be solely responsible for all consequences of unsafe work practices, environmental violations or site damage caused by it or its personnel.
25. AUDIT AND RECORDS
25.1 The Supplier shall maintain complete and accurate records relating to the PO, including financial records, tax records, delivery records, quality records, compliance documents, labour records, data processing records and subcontractor records.
25.2 Such records shall be preserved for at least eight (8) years from completion of the PO or such longer period as required by Applicable Laws.
25.3 The Company or its authorised representatives may audit, inspect and verify Supplier records, facilities, systems, controls, personnel and subcontractors upon reasonable notice (not less than three Business Days).
25.4 The Supplier shall provide full cooperation during audits and promptly remedy any findings at its own cost. If the audit reveals overcharging, the Supplier shall reimburse the full cost of the audit in addition to any amounts improperly charged.
26. IMPORT, EXPORT AND SANCTIONS COMPLIANCE
26.1 The Supplier shall comply with all applicable import, export, customs, foreign trade, sanctions and restricted-party laws and regulations of India and any other applicable jurisdiction.
26.2 The Supplier shall provide country of origin, HS codes, export classification numbers, licences, permits and related documentation upon request.
26.3 The Supplier represents that it is not subject to sanctions or debarment and shall not involve any sanctioned person or entity in performance of the PO. The Supplier shall indemnify the Company for all penalties, fines and losses arising from breach of this Clause.
PART IX — INSURANCE, LIABILITY AND INDEMNITY
27. INSURANCE
27.1 The Supplier shall obtain and maintain, at its own cost, throughout the term of the PO and for two (2) years thereafter, adequate insurance policies including:
(a) Workers' / employees' compensation insurance as required under Applicable Laws;
(b) Commercial general / public liability insurance;
(c) Product liability insurance (for Goods supply);
(d) Professional indemnity / errors and omissions insurance (for Services);
(e) Cyber liability insurance (where Services involve data processing);
(f) Marine / transit insurance at full replacement value for Goods in transit; and
(g) Any other insurance required by law or specified by the Company.
27.2 The Supplier shall provide copies of insurance policies and proof of premium payment upon request. Failure to maintain insurance shall not limit the Supplier's liability and shall entitle the Company to procure such insurance at the Supplier's cost.
28. INDEMNITY
28.1 The Supplier shall defend, indemnify and hold harmless the Company, its affiliates, directors, officers, employees, customers, representatives and agents from and against all claims, losses, liabilities, damages, penalties, fines, costs and expenses (including legal fees) arising out of or relating to:
(a) Breach of the PO or these Terms;
(b) Defective, deficient or delayed Goods, Services or Deliverables;
(c) Negligence, misconduct, fraud or wilful default of the Supplier;
(d) Bodily injury, death or property damage caused by the Supplier or its personnel;
(e) Third-party claims arising from the Supplier's acts or omissions;
(f) Breach of Applicable Laws, including tax, GST, labour and environmental laws;
(g) Labour, employment or personnel-related claims against the Company;
(h) Infringement or misappropriation of Intellectual Property Rights;
(i) Breach of confidentiality, data protection or information security obligations;
(j) Environmental, health or safety violations; and
(k) Acts or omissions of the Supplier's subcontractors, employees, agents or representatives.
28.2 The indemnity obligations shall survive expiry or termination of the PO and shall not be subject to any limitation of liability.
29. LIMITATION OF LIABILITY
29.1 The Company's total liability under any PO shall not exceed the amount actually paid by the Company for accepted Goods or Services under that specific PO.
29.2 The Company shall not be liable for any indirect, consequential, special, punitive or exemplary damages, loss of profit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, production loss, financing cost or similar losses.
29.3 No limitation of liability shall apply to the Supplier's liability arising from indemnity, confidentiality breach, data breach, IP infringement, fraud, wilful misconduct, gross negligence, statutory non-compliance, labour claims, tax/GST default, bodily injury, death or property damage.
29.4 The Company's remedies are cumulative and may be exercised concurrently or separately.
PART X — SUBCONTRACTING, TERMINATION AND GENERAL
30. SUBCONTRACTING AND ASSIGNMENT
30.1 The Supplier shall not subcontract, assign, delegate or transfer any obligation under the PO without prior written consent of the Company, which may be withheld at the Company's sole discretion.
30.2 Approved subcontracting shall not relieve the Supplier of any obligation or liability. The Supplier shall remain fully responsible for all acts, omissions and defaults of its subcontractors and shall ensure that they comply with the same obligations as the Supplier under these Terms.
30.3 The Company may assign or transfer the PO or any rights or obligations to its affiliates, successors, customers or third parties without the Supplier's consent.
31. FORCE MAJEURE
31.1 'Force Majeure Event' means events beyond the reasonable control of a party, such as natural disasters, war, declared pandemic (by WHO), government-ordered lockdown or similar extraordinary events, provided they directly prevent performance.
31.2 Shortage of labour, increase in cost, financial difficulty, supplier failure, transportation issues, market conditions or strikes involving the Supplier's own workforce shall not constitute Force Majeure Events.
31.3 The Affected Party shall notify the other party immediately in writing and take all steps to mitigate the impact. Payment obligations, confidentiality, data protection, indemnity and compliance obligations shall not be excused by Force Majeure.
31.4 If a Force Majeure Event affecting the Supplier's performance continues for more than seven (7) calendar days, the Company may cancel or modify the PO without any liability whatsoever.
32. TERMINATION
32.1 Termination for Cause: The Company may terminate the PO in whole or part immediately by written notice if:
(a) The Supplier breaches the PO or these Terms (whether or not capable of remedy);
(b) Delivery or performance is delayed or Deficient;
(c) The Supplier becomes insolvent, bankrupt, subject to liquidation, restructuring or similar proceedings;
(d) The Supplier breaches confidentiality, data protection, IP, anti-bribery or compliance obligations;
(e) The Supplier engages in fraud, misconduct, unethical conduct or misrepresentation; or
(f) The Company reasonably determines a conflict of interest exists or was not properly disclosed.
32.2 Termination for Convenience: The Company may terminate the PO without cause by giving seven (7) calendar days' written notice (or such shorter period in urgent circumstances). In such case, the Company's sole liability shall be payment for Goods delivered and Services satisfactorily performed and accepted up to the termination date, after adjustment of all claims and recoveries.
32.3 Consequences: Upon termination, the Supplier shall immediately stop work, preserve Company property, hand over all completed and in-progress Deliverables, return or delete Company Data, submit final documentation and mitigate costs. The Supplier shall refund all advances for rejected, incomplete, Defective or unused Goods or Services.
32.4 The Company shall not be liable for the Supplier's loss of anticipated profit, committed cost, inventory cost, manpower cost or other consequential claims.
32.5 Termination shall not affect accrued rights, claims, remedies, confidentiality, indemnity, IP, data protection, audit, payment adjustment or any survival provisions.
33. COMPANY PREMISES, ASSETS AND ACCESS
33.1 Any access to Company premises, systems, facilities, networks, equipment or data shall be limited strictly to the purpose of performing the PO and subject to the Company's policies.
33.2 The Supplier shall ensure its personnel comply with identification, access control, security, safety, confidentiality, IT and conduct requirements of the Company.
33.3 The Supplier shall return all Company property, access cards, equipment, documents, data and materials immediately upon request or upon completion of the PO.
33.4 The Supplier shall be liable for all loss, theft, misuse, damage or unauthorised access caused by its personnel.
34. NON-EXCLUSIVITY AND NO MINIMUM COMMITMENT
34.1 No PO shall create exclusivity in favour of the Supplier. The Company shall be free to procure similar goods or services from any third party at any time.
34.2 No forecast, estimate, projection or discussion shall constitute a minimum purchase commitment unless expressly stated in a signed written agreement.
35. NON-SOLICITATION
35.1 During the term of the PO and for twelve (12) months thereafter, the Supplier shall not directly or indirectly solicit, hire, engage or induce any employee, consultant, contractor, customer, vendor or business partner of the Company with whom it interacted in connection with the PO, without prior written consent of the Company.
35.2 The Company shall be entitled to seek injunctive relief and claim damages for breach of this Clause.
36. CONFLICT OF INTEREST
36.1 The Supplier shall promptly disclose any actual, potential or perceived conflict of interest relating to the PO, Company employees, directors, customers, vendors or business partners.
36.2 The Company may terminate the PO immediately if it determines that a conflict of interest exists or was not properly disclosed.
37. RELATIONSHIP OF PARTIES
37.1 The Supplier is an independent contractor. Nothing in the PO shall create any partnership, joint venture, agency, employment, fiduciary relationship or association between the parties.
37.2 The Supplier shall not represent itself as agent, partner, employee or representative of the Company or bind the Company in any manner.
38. GOVERNING LAW AND DISPUTE RESOLUTION
38.1 Governing Law: The PO and these Terms shall be governed by and construed in accordance with the laws of India. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
38.2 Negotiation: In the event of any dispute, the parties shall first attempt resolution by good-faith negotiation between senior representatives within fifteen (15) Business Days of written notice.
38.3 Arbitration: If the dispute is not resolved by negotiation, the Company may, at its sole discretion, refer it to arbitration in accordance with the Arbitration and Conciliation Act, 1996 (as amended). The seat and venue shall be New Delhi; the language shall be English; the arbitral tribunal shall consist of a sole arbitrator appointed by the Company. The award shall be final and binding.
38.4 The Company shall be entitled at any time to seek interim, injunctive, protective or urgent relief from any competent court.
38.5 Subject to arbitration, the courts at New Delhi shall have exclusive jurisdiction. The Supplier shall continue performance of undisputed obligations during any pending dispute.
39. MISCELLANEOUS
39.1 Notices: Notices may be sent by hand delivery, courier, registered post or email. Email notice shall be deemed received upon successful transmission unless a bounce-back is received. Notices to the Company shall be sent to its office address stated above.
39.2 No Waiver: Any delay, failure or forbearance by the Company in enforcing any right shall not constitute a waiver. Any waiver must be in writing and shall apply only to the specific instance for which it is granted.
39.3 Severability: If any provision is held invalid, illegal or unenforceable, the remaining provisions shall remain valid and enforceable.
39.4 Entire Agreement: The PO and these Terms constitute the entire agreement between the parties regarding the subject matter and supersede all prior negotiations, representations, statements and agreements. The Supplier has not relied on any representation not expressly included herein.
39.5 Amendment: No amendment or modification shall be valid unless made in writing and signed by an authorised signatory of the Company. Handwritten changes, oral discussions, email disclaimers or unilateral Supplier documents shall not modify these Terms.
39.6 Survival: Clauses relating to warranties, confidentiality, data protection, IP, indemnity, audit, taxes, limitation of liability, dispute resolution, governing law and any provision intended by nature to survive shall continue after expiry or termination of the PO.
39.7 No Third-Party Rights: This Contract does not confer any rights or remedies on any person other than the parties and, where applicable, the Indemnitees.
SUPPLIER DECLARATION
By accepting the Purchase Order, commencing performance, supplying Goods, performing Services or raising an invoice, the Supplier confirms that:
(a) It has read, understood and unconditionally accepted these Terms and Conditions;
(b) It has full authority, legal capacity and power to perform the PO;
(c) It shall comply with all Applicable Laws and industry standards;
(d) It shall be solely responsible for its personnel, subcontractors, taxes and statutory compliances;
(e) The Goods, Services and Deliverables shall be free from Defects and third-party claims; and
(f) The Company shall have all rights and remedies available under the PO, these Terms and Applicable Laws.
PURCHASE ORDER FOOTER NOTICE
This Purchase Order is subject to the Standard Terms and Conditions of Purchase of Analog Legalhub Technology Solutions Private Limited available at [INSERT LINK]. Commencement of supply, delivery of Goods, performance of Services, submission of invoice or written/email acknowledgement shall constitute unconditional acceptance of said Terms. Any inconsistent or additional Supplier terms are expressly rejected unless accepted in writing by the Company's authorised signatory.
— END OF STANDARD TERMS AND CONDITIONS —
Analog Legalhub Technology Solutions Private Limited | E-44/3, Pocket D, Okhla Phase II, Okhla Industrial Area, New Delhi – 110020