VENDOR’S TERMS AND CONDITIONS:

1. Definitions

  • “Company” means Hydron E2V Mobility Private Limited and its affiliates.
  • “Vendor” means the Original Equipment Manufacturer supplying goods, components, or services.
  • “Products” means all items supplied by the Vendor under purchase orders or supply agreements.
  • “Agreement” means these Terms & Conditions, along with any written purchase orders, contracts, or annexures.

2. Vendor Obligations

  1. Vendor shall ensure that all supplied Products meet the technical specifications, safety standards, and certifications required under Indian law and industry norms.
  2. Vendor shall maintain quality assurance procedures to ensure defect-free supplies.
  3. Vendor shall not subcontract production without prior written approval from the Company.
  4. Vendor must provide timely delivery as per purchase orders. Delays must be communicated in advance.

3. Quality & Compliance

  1. All Products must comply with:
    • Bureau of Indian Standards (BIS)
    • Automotive Industry Standards (AIS)
    • Applicable EV, safety, and environmental regulations.
  2. The Company reserves the right to inspect, test, and reject defective Products.
  3. Vendor shall replace or refund defective Products at no additional cost within 10 days of notification.

4. Pricing & Payments

  1. Price Determination:
    • The Vendor shall have the sole right to decide and fix the selling price of its Products.
    • The Vendor shall levy and collect GST on the Product price as per applicable laws.
  2. Commission Structure:
    • The Company shall charge a commission/service fee on each order facilitated through its platform.
    • Commission shall be calculated on the pre-tax (before GST) product price or as mutually agreed.
    • The Company shall issue a separate tax invoice to the Vendor for the commission/service fee along with applicable GST.
  3. Payment Timeline:
    • After deducting the agreed commission and charges, the Company shall remit the balance payment to the Vendor’s registered bank account within 10 (ten) working days from the date of successful order completion and acceptance.
  4. Invoices & Taxation:
    • The Vendor shall issue proper GST-compliant invoices for the sale of Products.
    • The Company shall issue GST-compliant invoices for its commission/service charges.
    • Both parties shall remain responsible for their respective GST liabilities.
  5. Late Delivery Penalty:
    • If the Vendor fails to deliver Products within the agreed delivery schedule, the Company reserves the right to:
      • Deduct 2% of the order value per week of delay, subject to a maximum of 10% of the order value; or
      • Cancel the order and seek refund of any advance/payment made.

5. Intellectual Property

  1. All designs, drawings, technical data, and confidential information provided by the Company remain Company property.
  2. Vendor shall not use Company IP for any purpose other than fulfilling orders.
  3. Products bearing the Company’s brand/trademark may only be sold to the Company unless otherwise authorized.

6. Confidentiality

  1. Vendor agrees to maintain strict confidentiality regarding technical, business, or financial information shared by the Company.
  2. Confidential information shall not be disclosed to third parties without written consent.

7. Warranties

  1. Vendor warrants that all Products are:
    • Free from defects in design, materials, and workmanship.
    • Suitable for the intended use.
    • Produced in compliance with all laws and regulations.
  2. Warranty period: [12 months from delivery] unless otherwise agreed.

8. Liability & Indemnity

  1. Vendor shall indemnify and hold the Company harmless against any claims, damages, or liabilities arising from:
    • Product defects, safety failures, or regulatory non-compliance.
    • IP infringements caused by Vendor-supplied Products.
  2. The Company’s liability towards Vendor shall be limited to the value of the specific purchase order in dispute.

9. Termination

  1. The Company may terminate this Agreement with 30 days written notice if:
    • Vendor breaches obligations under this Agreement.
    • Vendor fails to meet quality or delivery standards repeatedly.
    • Vendor engages in unethical, fraudulent, or illegal practices.
  2. Termination shall not affect obligations accrued prior to termination.

10. Force Majeure

Neither party shall be liable for failure to perform obligations due to events beyond reasonable control (e.g., natural disasters, strikes, government restrictions).

11. Governing Law & Jurisdiction

  1. This Agreement shall be governed by the laws of India.
  2. Any disputes shall be subject to the exclusive jurisdiction of the courts in [Your City, e.g., Hyderabad/Bangalore].

12. Miscellaneous

  1. This Agreement is non-exclusive; the Company may engage multiple vendors.
  2. No waiver of any provision shall be valid unless in writing.
  3. Any amendments must be agreed upon in writing by both parties.