Purchase Order Terms
General Terms and Conditions
These General Terms and Conditions (“Exhibit”) govern the contractual relationship between the SunStore Solar Private Limited (“Buyer”) and the supplier(“Supplier”) under the applicable Purchase Order (“PO”).
Wherever the context requires, the Buyer and the Supplier are hereinafter collectively referred to as “Parties” and individually as “Party”.
1.Scope & Applicability
1.1This Exhibit forms an integral part of the PO and establishes the general framework for the purchase and sale of goods (“Goods”). The Buyer is under no obligation to purchase, and the Supplier is under no obligation to sell, except as specifically stated in the PO. In the event of any inconsistency between the PO and this Exhibit, the terms of the PO shall prevail. The Buyer retains the right to amend the PO within 2 (two) days of acceptance, provided that such amendments are mutually agreed upon with the Supplier.
1.2These General Terms and Conditions are published and made available at https://www.sunstore.co/purchaseOrderTerms on the Buyer's website. Every PO issued by the Buyer, including any PO issued, accessed, or acknowledged through the link published on the Buyer's website, shall be governed by and subject to this Exhibit, and the Supplier shall be deemed to have read, understood, and accepted this Exhibit upon acceptance of the PO.
1.3Any additional terms, special conditions, specifications, or instructions set out in the PO shall form an integral part of this Exhibit and shall be read together with it. In the event of any conflict between such additional terms and this Exhibit, the PO shall prevail in accordance with Clause 1.1.
2.Purchase Order Acceptance
2.1The Supplier shall confirm acceptance of the PO in writing within 2 (two) days from the date of issuance of this PO (“Purchase Order Acceptance”). Silence or failure to reject the PO within the specified time shall be deemed as acceptance.
2.2Any amendments, corrections and supplements to the PO may be implemented only when they have been mutually accepted in written by Parties. The Buyer shall have the right to correct the quantities and range of Goods determined in the PO, but not later than 3 (three) days from the receipt of Purchase Order Acceptance.
3.Price And Taxes
3.1Buyer shall pay Supplier the purchase price for all the Goods (“Purchase Price”) under the PO, which amount is as set out in the PO agreed by both Parties, in accordance with the payment terms, to the bank account that is designated by Supplier from time to time.
3.2In the event of any revision in the rate from the PO, the Supplier shall promptly notify the Buyer of such revision. The Buyer shall confirm its acceptance or rejection of the revised rate within 24 (twenty-four) hours of receiving such notice.
3.3The Purchase Price do not include applicable taxes, duties, or levies (“Taxes”) in relation to the Goods or the delivery thereof unless explicitly stated. Any statutory levies applicable shall be borne by the Buyer. This clause shall apply to all the payments that are payable by Buyer pursuant to this PO.
3.4Any cost change due to a Change in Law, raw material costs, or foreign exchange fluctuations shall be adjusted and passed on to the Supplier.
3.5All prices are exclusive of any banking or transaction charges, which shall be borne by the Buyer.
4.Payment Terms
4.1The Supplier shall issue an invoice no later than 7 (seven) business days prior from the date of receipt of full payment from the Buyer.
4.2All payments shall be made in full without any deductions for set-offs or counterclaims unless expressly agreed in writing.
4.3The Supplier retains the right to suspend deliveries or terminate the contract if payments are not received within the agreed timeframe.
4.4In the event the Buyer defaults due to any discrepancy in quantity, quality, or any other relevant documentation, the Buyer shall notify the Supplier in writing, specifying the grounds of such dispute; thereafter the Buyer may withhold the payment of such disputed invoice. Provided that, the payment of undisputed invoice shall be paid in accordance with the agreed payment terms. Any costs incurred by the Supplier for collection of overdue payments, including but not limited to any legal fees, shall be borne by the Buyer.
5.Delivery
5.1Unless otherwise expressly set forth in the PO, the delivery address means the place or locations identified for delivery of the Goods to Buyer or the nominated carrier (if applicable) pursuant to the applicable trade term (“Trade Term”) set forth in the PO. All Trade Terms shall be interpreted in accordance with Incoterms® 2020 published by the International Chamber of Commerce, unless otherwise expressly stated in the PO. The Supplier shall be responsible for proper packing, handling, loading, securing, and dispatch of the Goods so as to ensure safe transit and delivery in accordance with the PO.
i.If the Trade Term applicable to the PO is EXW or FOR, then the Delivery Point shall be one of Supplier's warehouses.
ii.If the Trade Term applicable to the PO is FOB, CFR or CIF, the delivery address shall be the departure port where the Goods are loaded for shipment, unless otherwise confirmed by Supplier.
iii.If the Trade Term applicable to the PO is CIP or CPT, the delivery address shall be the place where Supplier delivers the Goods by handing them over to the nominated carrier.
iv.If the Trade Term applicable to the PO is DAP or DDP, the delivery address shall be a specific address where Buyer is able to receive the PO. If the specific address is not known when this PO is executed, then Buyer shall provide such specific address not later than 1 (one) month prior to the related date of delivery, otherwise, Buyer shall be deemed as breaching this clause. If the applicable Trade Term is DAP or DDP, the Buyer shall ensure the availability of the delivery address and clear customs timely for import, if applicable.
v.If the Trade Term applicable to the PO is DPU, the Goods shall be deemed delivered when they arrive at the delivery address. Buyer shall be responsible for unloading the Goods from the arriving means of transport.
vi.If the Trade Term applicable to the PO is FOB, the Buyer shall cause its carrier to provide to Supplier, within 5 (five) days after the date of delivery, the master bill of lading issued by the shipping company for the Goods hereunder.
5.2The Supplier shall not make partial deliveries without the Buyer’s prior written consent. Where partial deliveries are approved, the Supplier shall ensure that such deliveries do not delay the overall project timeline. Force majeure may excuse delays only to the extent permitted under the Force Majeure clause and subject to prompt written notification with supporting evidence.
5.3The risk of loss or damage shall remain with the Supplier until the Goods are delivered to, inspected, and accepted by the Buyer at the agreed delivery address, notwithstanding anything to the contrary under the applicable Incoterms. Title to the Goods shall pass to the Buyer only upon successful delivery and acceptance.
5.4If the Buyer is unable to accept delivery due to reasons attributable to the Supplier, including defective packaging, incomplete documentation, or non-compliance with the PO, the Supplier shall bear all resulting storage, handling, re-transportation, and associated costs. The Supplier shall not suspend delivery without the Buyer’s prior written consent, except in cases of material payment default that remains uncured for 15 (fifteen) days after written notice.
5.5If the Supplier fails to deliver the Goods by the estimate date of delivery, the Buyer shall grant a 10 (ten) business days grace period. After this period, the Supplier shall compensate the Buyer with delay liquidated damages, calculated as a reasonable estimate of the losses incurred due to the late delivery as agreed between Parties.
6.Transfer Of Risk And Property
6.1In case the goods are supplied on an Ex-Works (EXW) basis, wherein the Buyer arranges its own transportation for pickup of the invoiced goods, all risks, including but not limited to transit risk, loss, or damage, shall transfer to the Buyer at the point the goods are handed over to the Buyer or its designated carrier. The Buyer shall be solely responsible for arranging adequate transit insurance, and the Supplier shall bear no responsibility or liability in this regard.
6.2The risk of loss of or damage to the goods shall be borne by the Buyer upon delivery of the Goods by the Supplier in accordance with the applicable PO.
6.3Where the goods are supplied on a Freight on Road (FOR) or delivered basis, the risk shall remain with the Supplier until the goods are delivered to and accepted at the agreed delivery address. The Supplier shall ensure appropriate transit insurance coverage up to the point of delivery.
6.4To the fullest extent permitted by applicable laws, rules and regulations all supplied goods shall remain the property of Supplier and shall be held at the Buyer’s risk and expense until the Supplier has received full and final payment of all amounts due and payable in respect of such property.
7.Warranty And Quality Assurance
7.1The Supplier warrants that the Goods supplied shall be free from defects in material and workmanship and shall conform to the specifications stated in PO. The Supplier assumes full responsibility for product quality, packaging, damages, warranties, and guarantees. All warranties applicable to the Goods shall be provided directly by the Supplier, ensuring compliance with industry standards and best practices.
7.2The Supplier shall issue a formal warranty certificate covering the Goods and provide all necessary documentation to the Buyer and/or the end user (“End User”) for future claims. The Buyer shall be entitled to pass on and assign the benefit of such warranty to the End User, as the case may be. In the event of a defect within the warranty period, the Buyer and/or the End User shall be entitled to request repair, replacement, or compensation, and the Supplier shall be responsible for facilitating a resolution in a timely manner. The Supplier shall ensure that all warranty obligations, including service and support, are honoured either directly or through authorized service providers. However, the warranty shall not cover defects arising from improper handling, storage, or installation by the Buyer. Beyond the specified warranty period, any additional services or support shall be subject to mutual agreement.
8.Limitation On Liability
8.1NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR FOR ANY LOSS OF PROFIT, FEED-IN TARIFF, SUBSIDIES, BUSINESS, REVENUE, ANTICIPATED SAVINGS OR DATA AND IN NO EVENT SHALL THE TOTAL LIABILITY OF SUPPLIER EXCEED THE PURCHASE PRICE RECEIVED BY SUPPLIER UNDER THIS PO, EXCEPT IN CASES WHERE THE LOSS AND DAMAGE IS CAUSED BY GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD.
8.2SUPPLIER'S LIABILITY FOR DELAY LIQUIDATED DAMAGES SET FORTH AT CLAUSE 5 SHALL NOT EXCEED TEN PERCENT (10%) OF THE PURCHASE PRICE OF THE DELAYED PORTION OF THE GOODS HEREUNDER AS OF THE EFFECTIVE DATE. THE LIABILITY OF SUPPLIER FOR ANY AND ALL CLAIMS FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE GOODS AND THE USE THEREOF SHALL UNDER NO CIRCUMSTANCES EXCEED THE SUM OF BUYER'S PAYMENTS FOR THE GOODS THAT ARE THE SUBJECT OF THE CLAIM.
9.Indemnification
9.1To the fullest extent permitted by applicable law, each Party ("Indemnifying Party") shall fully indemnify, defend and save harmless the other Party and its directors, officers, shareholders, partners, agents and employees, and the affiliates of the same (collectively, the "Indemnified Parties") from and against liabilities incurred by any Indemnified Parties in connection with or arising from any third party claim for physical damage to or physical destruction of third party property, or death of or personal injury to any person, arising out of the negligent acts or omissions of Indemnifying Party or its respective agents or employees or other parties under their respective control. Nothing herein shall be interpreted as creating any indemnification obligation in Indemnifying Party for liabilities arising solely from the wilful acts or gross negligence of Indemnified Party or Parties under its control.
9.2Neither Party shall enter into any settlement that would have a material adverse effect on the rights of the Indemnifying Party under this PO without the prior written consent of the applicable Indemnified Party (such consent not to be unreasonably withheld).
9.3The applicable Indemnified Party shall (i) notify the Indemnifying Party promptly of the receipt of any claim creating indemnification obligations hereunder, (ii) will not take any position adverse to the Indemnifying Party regarding such claim, (iii) allow the Indemnifying Party sole control of the defense and/or settlement thereof, (iv) make no admissions or other statements which may be prejudicial to the Indemnifying Party, and (v) will give the Indemnifying Party information and reasonable assistance to settle and defend the claim.
10.Trade Remedy
Buyer fully understands that the Goods hereunder may be subject to certain trade remedy measures including without limitation anti-dumping and countervailing duties and safeguard measures in certain regions and countries. Buyer confirms that it is familiar with and will be in full compliance with applicable material laws related with those trade remedy measures.
11.Termination
11.1Buyer has the right to terminate upon written notice to Supplier if delay liquidated damages accrued under this PO exceeds the cap set forth in clause 8.2.
11.2Supplier has the right to terminate upon written notice to Buyer if (a) Buyer's delay in any payment or issuance of Qualified L/C or Acceptable Buyer Guarantee lasts more than 10 (ten) days, or (b) Buyer breaches clause 4.4 and such breach(s) lasts for more than 10 (ten) days in aggregate.
11.3Either Party shall be entitled to terminate by providing written notice to the other Party, if the other Party is bankrupt, liquidated or becomes insolvent. Notice shall be given to the other Party of such bankruptcy, liquidation or insolvency within 10 (ten) days after such Party is or should be aware of such situation or procedure. However, Supplier's right to claim payment for delivered or manufactured Goods and its right to other remedies shall not in any event be prejudiced by termination of this PO in accordance with clause 11.3.
11.4If a Party fails to comply with any material provision not otherwise set forth in this clause 11 and fails to cure or remedy such failure within thirty (30) days after notice is made by the other Party demanding that the breaching Party cure the same, the non-breaching Party shall have the right to terminate by providing written notice to the breaching Party.
11.5Upon termination by Supplier pursuant to clause 11.2 and 11.4, without prejudice to Supplier's other remedies and applicable laws, (i) Buyer shall immediately pay to Supplier the full price of delivered Goods whether or not such price is due at the time of such termination, (ii) Supplier may retain all payment received related with undelivered Goods as liquidated damages. The amount payable under this clause shall be due to Supplier no later than 15 (fifteen) business days after the termination.
12.Force Majeure
12.1A "Force Majeure Event" shall mean the reasonably demonstrated occurrence of any act or event beyond the reasonable control of, and not the result of the fault or negligence of, the Party affected that prevents the affected Party from performing its obligations, in full or part, and which such Party is unable to avoid or overcome with the exercise of due diligence (including the expenditure of commercially reasonable sums). The burden of proving a Force Majeure Event shall be on the Party claiming the occurrence of same. So long as the foregoing conditions are satisfied, a Force Majeure Event may include: storms, nuclear emergency, natural disasters, acts of God, drought, flood, earthquake, fire, explosion, lightning, epidemic, war, riot, sabotage, terrorism or threat of terrorism, strike or lockout.
12.2Upon written notice of the occurrence of a Force Majeure Event, the Party claiming such occurrence shall be excused from the performance of its obligations, with no liability to the other Party for any damage, loss, cost or expense arising therefrom, for the period of such Force Majeure Event, and any date of delivery shall be extended on a day-for-day basis for each day of such occurrence; provided, however, in no event shall Buyer be excused from making any payment when due to Supplier hereunder.
12.3However, should a Force Majeure Event continue or be expected to continue for a period extending to more than two (2) months after the date of delivery, either Party is entitled to cancel the affected part of this PO without any liability to the other Party.
13.Confidentiality And Personal Data Protection
13.1The Parties agree that all information exchanged in connection with this PO, whether written, oral, electronic, or in any other form, including but not limited to the PO, pricing, commercial terms, product specifications, business information, customer details, Personal Data, and any related documents (collectively, “Confidential Information”) shall be held in strict confidence and shall not be disclosed, circulated, reproduced, or used for any purpose other than the performance of this PO without the prior written consent of the disclosing Party, provided that such obligation will not apply in the event (i) to disclose to such Party's affiliates, subcontractors, vendors, suppliers, employees, Potential or actual lenders, Potential or actual investors, counsel, accountants or advisors who have a need to know such information and (ii) that any judicial or administrative proceeding or any governmental or regulatory authority of which a party is subject to require disclosure of such confidential information, and provided further that the party subject to the requirement has taken commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to the information and has given prompt notice of the requirement to the other Party. The disclosing Party shall ensure that the recipients are aware of the confidential nature of the disclosed information and that the recipients are bounded by confidentiality obligations no less than that required under this section.
13.2Both the Parties shall (i) comply with all applicable laws, including Data Protection Laws including but not limited to the provisions of the Information Technology Act 2000 and the Information Technology (Reasonable Security Practices And Procedures And Sensitive Personal Data or Information) Rules, 2011 as well as the Digital Personal Data Protection Act, 2023 and any statutes, rules and regulations enforced by the legislature, while providing the Goods and related services; (ii) collect all Personal Data in accordance with Data Protection Laws and obtain all consents and rights necessary for the Processing of Personal Data; (iii) use Personal Data only for the purposes of providing the Goods and services and for no other purposes; and (iv) maintain at all times the accuracy, quality, and legality of Personal Data. In addition, Buyer shall provide Supplier with such assistance as Supplier may require to fulfill its responsibilities for such data privacy or data protection laws as applicable. Both the Parties shall indemnify each other in respect of any damages including liquidated damages incurred by breach of this clause.
13.3Any unauthorized disclosure, misuse, or circulation of the PO or any other Confidential Information shall constitute a material breach of this PO. The defaulting Party shall indemnify, defend, and hold harmless the non-defaulting Party from and against any and all losses, damages, claims, penalties, liabilities, and expenses (including reasonable legal fees) arising out of or in connection with such breach. The rights and obligations under this Clause shall survive the termination or expiry of this PO.
14.Governing Law And Dispute Resolution
14.1This PO shall be governed by and construed in accordance with the laws of India without giving effect to its conflicts of law rules.
14.2Any dispute, controversy or claim arising out of or relating to this PO, or the breach, termination or invalidity thereof, shall be settled by arbitration administered by Indian Council of Arbitration in accordance with rules of the Arbitration and Conciliation Act, 1996, as in effect and as amended at the date of commencement of such arbitration. The seat and venue of arbitration shall be at Mumbai, India.
15.Change In Law
15.1If, at any time after the Execution Date of this PO and before the delivery of Goods, a Change in Law occurs that materially affects the Supplier’s ability to perform its obligations under the PO, the Supplier shall notify the Buyer in writing, specifying the anticipated impact of such changes. This notification shall include the Supplier’s assessment of whether the Change in Law requires an adjustment in the Purchase Price, costs, taxes, duties, or levies that may impact pricing or delivery timelines; modifications to the Goods to be supplied; or amendments to the PO terms to comply with the new legal requirements.
15.2Upon receipt of such notification, the Parties shall engage in mutual discussions and seek to amend the PO within 30 (thirty) days to account for the implications of the Change in Law. If the Parties fail to reach an agreement within this timeframe, the Supplier shall have the right to terminate the PO, with no further obligation to perform.
15.3In the event of termination under this Clause, the Supplier shall refund all payments received from the Buyer for the undelivered portion of the PO within 7 (seven) days from the date of termination.
15.4For the purposes of this Clause, “Change in Law” refers to any amendment, repeal, or enactment of statutory provisions that alter the Supplier’s obligations under the PO, excluding laws related to immigration, employment, or corporate structuring.
16.Compliance With Anti-Corruption, Sanctions, And Labor Laws
16.1Each Party represents and warrants that it has complied and shall continue to comply with all applicable laws, statutes, rules, regulations, by-laws, and industry standards in force in its place of incorporation, principal place of business, and the jurisdiction from which it operates, as well as any laws applicable at the place of performance of obligations under this PO. Where the Parties operate in different jurisdictions, each Party shall additionally ensure compliance with the applicable laws of the other Party’s jurisdiction to the extent such laws are relevant to the transaction contemplated herein.
16.2Each Party represents and warrants that it has not and shall not engage, directly or indirectly, in any conduct that violates applicable laws relating to bribery, corruption, fraud, or other unethical business practices (“Anti-Corruption Laws”). In the event that either Party or its employees, agents, or representatives is found to have breached these obligations, the other Party shall have the right to terminate this PO with immediate effect upon written notice.
16.3Both Parties confirm that they have not received notice of, nor are they aware of, any ongoing investigations or proceedings relating to violations of any applicable material laws, and undertake not to engage, directly or indirectly, with any sanctioned individuals, entities, or jurisdictions. Each Party further warrants compliance with all applicable labor laws and confirms that no child labor, forced labor, or involuntary labor shall be employed in connection with this PO.
16.4Furthermore, the Supplier warrants that no goods, materials, or services provided under this PO have been sourced from entities or individuals operating in sanctioned jurisdictions or those blacklisted by regulatory authorities. A breach of this Clause shall be deemed a material violation of the PO.
17.Miscellaneous
17.1This PO, along with its Exhibits, supersedes all prior oral and written agreements, communications, and understandings between the Parties regarding the subject matter and shall take precedence over any conflicting terms proposed by either Party.
17.2Any statements or representations made by the Supplier’s employees, officers, or agents shall not be binding unless explicitly confirmed in writing by an authorized representative of the Supplier.
17.3All notices under this PO shall be in writing and shall be deemed effective upon receipt when delivered via mail, courier, or hand delivery to the Party’s designated official address.
17.4No change, amendment or modification of this PO shall be valid or binding upon the Parties unless such change, amendment or modification shall be in writing and duly executed by both Parties.
17.5No provision of this PO shall be construed or represented as creating a partnership, trust, joint venture, fiduciary or any similar relationship between the Parties.
17.6In the event that any provision of this PO shall be held to be invalid or unenforceable, the same shall not affect in any respect whatsoever, the validity or enforceability of the remaining provisions between the Parties and shall be severed therefrom. The pertaining provisions held to be invalid or unenforceable shall be reformed to provisions satisfying the legal and economic intent of the original provisions to the maximum extent permitted by law.
17.7Neither Party shall make any public announcements regarding the transactions contemplated hereby without the other Party's prior written approval, which approval shall not be unreasonably withheld or delayed.
17.8Each Party retains ownership of its respective trademarks, trade names, and other Intellectual Property Rights (IPR), with no rights granted to the other Party except as explicitly stated. Neither Party shall dispute or contest the ownership, validity, or enforceability of the other Party’s IPR or take any action that may dilute or harm such rights. Buyer undertakes not to use the patents, trademarks or trade names of the Supplier or the manufacturer of the Product without the prior written consent of the Supplier.
17.9Neither Party may assign rights or obligations under this PO without prior written consent. The Supplier may subcontract but remains liable for all obligations. Failure to enforce any provision shall not be deemed a waiver of rights.
17.10The Parties agree that electronic communications, including but not limited to email, electronic signatures, and online messaging, shall be deemed valid and legally binding for all purposes under this PO. Such electronic communication shall have the same force and effect as if they were in writing and signed by the Parties. The Parties further acknowledge that electronic communications are reliable, confidential, and secure means of communication.
17.11The provisions of Clause 8 (Limitation on Liability), Clause 9 (Indemnification), Clause 11 (Termination), Clause 13 (Confidentiality and Personal Data Protection), Clause 14 (Governing Law and Dispute Resolution), Clause 16 (Compliance with Anti-Corruption, Sanctions, and Labor Laws), and Clause 17 (Miscellaneous) shall survive the termination of this PO to the extent required for their full performance.