PREAMBLE
These Standard Terms and Conditions of Purchase (“STCP” or “Terms”) are issued by CHW Forge Private Limited, a company incorporated under the Companies Act, 2013, having its registered office in Ghaziabad, Uttar Pradesh (hereinafter Buyer or CHW). These Terms shall form an integral and binding part of every Purchase Order (PO) issued by CHW and shall govern all procurement transactions with Suppliers unless explicitly superseded in writing by an authorised representative of CHW.
These Terms have been drafted to achieve: (a) clear allocation of risk between the Buyer and Supplier (b) protection of CHW’s quality, delivery, and financial interests; (c) compliance with Indian laws including the Indian Contract Act 1872, the Sale of Goods Act 1930, the MSMED Act
2006, the Arbitration and Conciliation Act 1996, and applicable GST legislation; and (d) alignment with international best practices in industrial procurement.
1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In these Terms, unless the context otherwise requires:
• Buyer means CHW Forge Private Limited and its authorised representatives.
• Supplier means any person, firm, company or entity supplying Goods or Services under a PO issued by CHW.
• Goods means all products, materials, components, machinery, and equipment described in the PO.
• Services means all services, works, consultancy, testing, or inspections described in the PO.
• PO means the Purchase Order issued by CHW, incorporating these Terms.
• Contract means the PO together with these Terms, any agreed Specifications, Drawings, QAP, and Schedule of Requirements.
• Specifications ; means all technical requirements, TDCs, drawings, standards, and quality plans applicable to the Goods/Services.
• Delivery Date ; means the date(s) specified in the PO for delivery of Goods/Services.
• LD means Liquidated Damages as specified in Clause 11.
• Force Majeure Event has the meaning given in Clause 13.
• Defect means any failure of Goods or Services to conform to the Specifications or warranty obligations.
• Confidential Information ; includes all technical, commercial, financial, or proprietary data disclosed by CHW.
1.2 Interpretation
• The singular includes the plural and vice versa.
• Headings are for convenience and shall not affect interpretation.
• References to statutes include amendments thereto.
• In case of conflict between the PO and these Terms, the PO shall prevail unless these Terms expressly state otherwise.
2. PURCHASE ORDER — ISSUANCE, ACCEPTANCE AND MODIFICATION
2.1 Issuance
A valid PO must be in writing and signed by an authorised signatory of CHW. If P.O. is sent by Email, then no signature is required.
2.2 Acceptance and Acknowledgement
The supplier shall review and sign the duplicate copy of the Purchase Order as acknowledgment of acceptance or confirm acceptance by Email and return it within 12 working hours. Failure to do so shall be deemed acceptance of the Purchase Order.
2.3 Conflicting Terms
Any terms proposed by the Supplier in any quotation, acknowledgement, or correspondence that conflict with or add to these Terms shall be of no effect unless expressly accepted in writing by an authorised representative of CHW.
2.4 Modification by Buyer
CHW may, by written notice, amend, modify, suspend or cancel the PO in whole or in part at any time. The Supplier shall implement such changes promptly. Where a modification results in increased or decreased cost or time, the parties shall negotiate an equitable adjustment in good faith within fifteen (15) days.
2.5 Supplier Cancellation
The Supplier shall not cancel, suspend, or unilaterally vary the PO without prior written consent of CHW. Unauthorised cancellation shall entitle CHW to recover all additional procurement costs, losses, and consequential damages incurred.
3. SCOPE OF SUPPLY
3.1 The Supplier shall supply Goods/Services strictly in accordance with the PO, Specifications, approved Drawings, QAP, and all documents listed in or attached to the PO.
3.2 No assumptions shall be made by the Supplier regarding scope. Any ambiguity must be resolved in writing with CHW prior to commencement of work.
3.3 Any deviation from the agreed scope, specifications, or drawings must be approved in writing by CHW authorised technical or commercial representative before implementation. Unapproved deviations shall be grounds for rejection.
3.4 The Supplier shall be responsible for identifying and communicating any errors or conflicts in Specifications to CHW promptly upon discovery.
4. PRICES, TAXES AND INVOICING
4.1 Firm Pricing
Prices agreed in the PO shall be firm, fixed, and not subject to escalation for the entire duration ofthe Contract.
4.2 Price Inclusions
Unless otherwise specified in the PO, the price shall be inclusive of: all labour, material, overheads, profit; packing, marking, and labelling; freight and insurance to Buyer designated delivery point; all statutory levies, duties, and charges existing as on the date of PO.
4.3 Taxes — GST
Prices quoted shall clearly indicate whether they are inclusive or exclusive of Goods and Services Tax (GST). Where prices are exclusive of GST, applicable GST shall be charged separately as per the rate prevailing on the date of supply. Any change in statutory taxes after the PO date shall be discussed and agreed in writing; absent such agreement, the risk of post-PO statutory tax changes shall be borne by the Supplier for the first six (6) months and by CHW thereafter. Any eligible input tax credit (ITC) under GST that is denied, unavailable, or later demanded by the tax
authorities from CHW—whether due to return mismatches or any other reason under applicable GST provisions—shall be recoverable from the supplier together with applicable interest.
4.4 Invoicing
All invoices must comply with Section 31 of the CGST Act, 2017 and must include: GST Registration Number; HSN/SAC Code; PO number and line item reference; details of Goods/Services supplied; applicable GST amount; bank account details. Non-compliant invoices shall be returned and payment timelines shall restart from date of compliant invoice.
4.5 No Escalation
No price escalation claims shall be entertained except where CHW has given explicit prior written approval referencing a specified price escalation mechanism.
5. PAYMENT TERMS
5.1 Payment Period
Unless otherwise specified in the PO, payment shall be made within forty-five (45) days for MSME
vendors, and within sixty (60) days or as per the terms specified in the PO for all other vendors,
from the date of receipt of a valid, undisputed invoice accompanied by all required documentation
including delivery receipt, inspection acceptance, and test certificates.
5.2 Payment against Inspection
Payment shall only be triggered upon satisfactory inspection and acceptance by CHW. Payment
shall not constitute acceptance of Goods or waiver of any quality or warranty claim.
5.3 Disputed Invoices
CHW shall notify the Supplier of any disputed invoice within seven (7) working days of receipt.
CHW shall pay the undisputed portion within the standard payment period. The disputed portion
shall be resolved through the dispute resolution process in Clause 23.
5.4 Set-Off
CHW reserves the right to set off any amount owed by the Supplier to CHW (including damages,
penalties, short-supply recovery, or LD) against any payment due from CHW to the Supplier, after
giving the Supplier written notice.
5.5 Retention
Where specified in the PO, CHW may retain an amount as per the PO terms for performance
retention, to be released upon satisfactory completion of warranty obligations.
6. PACKAGING, SHIPPING AND LOGISTICS
6.1 The Supplier shall ensure that all Goods are packed, marked, and protected to withstand the
rigours of transportation, storage, and handling, including sea, air, or road freight as applicable.
6.2 Each consignment must be accompanied by: packing list (itemised by carton/crate);
commercial invoice; test certificates, material certifications, and inspection reports as applicable;
MSDS (for hazardous materials); country of origin certificate (where required); and e-way bill (as
applicable under GST).
6.3 The Supplier shall be solely responsible for any damage, loss, or deterioration resulting from
improper or inadequate packing.
6.4 All dispatch instructions specified in the PO (including preferred carrier, route, and terms of
dispatch) must be followed. Deviations must be approved in advance by CHW in writing.
6.5 Delivery terms shall be as specified in the PO with reference to Incoterms 2020. Where not
specified, delivery shall be DDP (Delivered Duty Paid) at CHW's designated factory/warehouse.
6.6 Advance Shipment Notification (ASN) shall be provided to CHW at least forty-eight (48) hours
prior to dispatch.
7. DELIVERY
7.1 Time is of the Essence
Delivery timelines specified in the PO are binding and time is of the essence. The Supplier shall
plan and execute manufacturing, testing, and logistics to ensure on-time delivery.
7.2 Delay Notification
If the Supplier anticipates any delay, it must notify CHW in writing immediately upon becoming
aware of such risk. This notification does not waive CHW right to impose LD or cancel the PO.
7.3 Buyer Rights on Delay
In the event of delay, CHW reserves the right to procure from alternate sources and recover the
price differential from the Supplier; and claim all direct and indirect losses attributable to the
delay. CHW reserve the right to charge LD at the rate of 1% (One Percent) of value of the Goods
per week or part thereof.
7.4 Partial Deliveries
Partial deliveries shall not be accepted unless specifically agreed in the PO. Where partial
deliveries are accepted, CHW rights (including LD) with respect to the undelivered balance shall
remain unaffected. (Refer Clause 7.3)
7.5 Early Delivery
Early deliveries without CHW prior written consent may be returned at the Supplier cost or held
by CHW at Supplier risk and expense pending the agreed Delivery Date.
8. INSPECTION AND ACCEPTANCE
8.1 Inspection Rights
CHW reserves the right to inspect Goods at any stage, including during manufacture (at Supplier
premises), pre-dispatch, and upon delivery. CHW may appoint third-party inspection agencies at
its discretion. Supplier shall provide full cooperation, access, and documentation for all
inspections.
8.2 Inspection Does Not Constitute Acceptance
Stage inspection, pre-dispatch inspection, or payment shall not constitute final acceptance of
Goods and shall not relieve the Supplier of its warranty obligations or responsibility for latent
defects.
8.3 Rejection
CHW reserves the right to reject Goods that do not conform to Specifications at any stage,
including after delivery. Rejected Goods shall be replaced or rectified by the Supplier within a
period specified by CHW, at the Supplier's sole cost, including return freight. Pending replacement,
CHW may procure equivalent Goods from an alternate source at the Supplier cost.
8.4 Final Acceptance
Goods shall be deemed accepted only upon written confirmation from CHW after satisfactory
inspection and testing at the delivery point.
9. QUALITY REQUIREMENTS
9.1 On receipt of our P.O., the Supplier shall carry out a contract review. The Supplier shall
maintain a documented quality management system, preferably ISO 9001:2015 certified, and shall
ensure all Goods conform to the agreed Specifications, drawings, delivery schedule and applicable
industry standards.
9.2 The Supplier shall maintain complete traceability of materials and processes from raw material
to finished Goods, and shall preserve all related documentation for a minimum of seven (7) years
or the duration of CHW warranty obligations, whichever is longer.
9.3 Any non-conformance, deviation, or process failure must be immediately reported to CHW,
along with a corrective action report within seven (07) days.
9.4 The Supplier shall maintain process control records, incoming inspection records, in-process
inspection records, and final inspection records, all of which shall be made available to CHW upon
request.
9.5 The Supplier shall obtain and maintain all applicable material certifications, test reports, and
third-party approvals as required by the PO or applicable standards.
10. WARRANTIES
10.1 General Warranty
The Supplier warrants that all Goods supplied under the Contract shall: (a) be of merchantable
quality and fit for their intended purpose; (b) conform strictly to the agreed Specifications,
drawings, and samples (if applicable); (c) be free from defects in design (where Supplier bears
design responsibility), materials, and workmanship; (d) comply with all applicable laws,
regulations, and safety standards.
10.2 Warranty Period
The warranty period shall be twenty-four (24) months from the date of installation and
commissioning, or thirty (30) months from the date of delivery to CHW's premises, whichever
period expires later. For Goods forming part of a larger system or project, the warranty period
shall align with the commissioning of that system.
10.3 Latent Defects
The Supplier's liability for latent defects (i.e., defects not discoverable at the time of inspection)
shall extend for a further six (6) months after the defect is first discovered, even if such discovery
occurs after expiry of the standard warranty period, provided the defect is communicated to the
Supplier within twenty-four (24) months of expiry of the warranty period.
10.4 Warranty Remedies
Upon notification of a warranty defect, the Supplier shall, at CHW option: (a) repair the defective
Goods within a mutually agreed timeframe; (b) replace the defective Goods with new conforming
Goods; or (c) refund the proportionate contract price. All costs of repair/replacement, including
transportation, labour, and third-party inspection, shall be borne by the Supplier.
10.5 Warranty Exclusions
The Supplier warranty shall not apply to: (a) damage caused by CHW improper use, misuse, or
unauthorized modification; (b) normal wear and tear; (c) damage caused by CHW failure to
follow Supplier installation/operating instructions (provided such instructions were delivered to
CHW prior to delivery of Goods).
11. LIQUIDATED DAMAGES (LD)
11.1 LD for Delay in Delivery
Where the Supplier fails to deliver Goods/Services by the Delivery Date (as may be extended by
CHW in writing), CHW shall be entitled to deduct or recover LD at the rate of one percent (1%) of
the value of the delayed Goods per week of delay.
11.2 LD for Quality Non-Conformance
Where a batch or consignment of Goods is rejected for non-conformance and the Supplier fails to
provide conforming replacement within the timeframe specified by CHW, LD at the rate of one
percent (1%) per week of replacement delay shall apply on the value of the rejected consignment.
11.3 Nature of LD
The parties agree that LD are a genuine pre-estimate of CHW losses and are not a penalty.
Recovery of LD does not preclude CHW from claiming additional proven losses that exceed the LD
cap, where such losses arise from gross negligence, wilful default, or fraud by the Supplier.
11.4 LD Waiver
CHW election not to impose LD in any specific instance shall not constitute a waiver of its right
to do so in future instances.
12. RISK PURCHASE
12.1 If the Supplier fails to deliver Goods conforming to the Specifications by the Delivery Date (as
may be extended), CHW shall have the right, without prejudice to its other remedies, to procure
equivalent Goods from any alternate source ( Risk Purchase).
12.2 The Supplier shall be liable for any and all additional costs incurred by CHW in making the
Risk Purchase, including any price differential, expediting charges, freight differential, and
inspection costs.
12.3 CHW shall have the right to recover Risk Purchase costs by deduction from amounts due to
the Supplier or by invoicing the Supplier, which invoice shall be payable within fifteen (15) days.
12.4 Risk Purchase does not require any prior notice to the Supplier where the Delivery Date has
already passed and the Supplier has not delivered.
13. FORCE MAJEURE
13.1 Definition
A Force Majeure Event means an event beyond a party's reasonable control, including: acts of God
(earthquake, flood, cyclone); war, civil war, or armed conflict; terrorist attack; pandemic or
epidemic declared by WHO or competent Indian authority; act of government or change in law
preventing performance; nationwide or region-wide industrial strikes (not limited to the Supplier
own workforce).
13.2 Supplier Obligations
The Supplier must: (a) notify CHW in writing within forty-eight (48) hours of the occurrence of a
Force Majeure Event; (b) provide documentary evidence from a competent authority within seven
(7) days; (c) take all reasonable steps to mitigate the impact and resume performance as soon as
practicable.
13.3 Effect
A Force Majeure Event shall entitle the Supplier to a time extension only (not additional payment),
subject to CHW agreement. The Supplier shall not be entitled to recover any costs arising from
the Force Majeure Event.
13.4 Prolonged Force Majeure
If a Force Majeure Event continues for more than sixty (60) days, CHW may cancel the affected
PO or portion thereof without liability to the Supplier, other than payment for Goods properly
delivered and accepted prior to cancellation.
13.5 Supplier Own Risk
The following issues are not considered force majeure events:
Material shortages, financial difficulties, labor disputes involving only the supplier’s own workers,
and problems with sub-suppliers. The supplier cannot use these issues as reasons to delay or
avoid fulfilling their contractual obligations.
14. TRANSFER OF TITLE AND RISK
14.1 Risk in the Goods shall pass from the Supplier to CHW upon physical delivery and acceptance
of the Goods at CHW designated delivery point, as confirmed by CHW signature on the delivery
receipt.
14.2 The ownership of the Goods will only transfer to CHW once the full payment of the relevant
invoice has been made. However, CHW has the right to reject any Goods that are defective, even
if the invoice has been paid in full.
15. CONFIDENTIALITY
15.1 Obligation
The Supplier shall treat all Confidential Information received from CHW as strictly confidential and
shall not disclose such information to any third party without CHW prior written consent.
15.2 Permitted Use
Confidential Information shall be used by the Supplier solely for the purpose of fulfilling its
obligations under the Contract. The Supplier shall restrict access to Confidential Information to its
employees and subcontractors on a strict need-to-know basis and shall ensure such persons are
bound by equivalent confidentiality obligations.
15.3 Return/Destruction
Upon completion or termination of the Contract, the Supplier shall promptly return or, at CHW
direction, destroy all Confidential Information and any copies thereof, and certify in writing that it
has done so.
15.4 Survival
Confidentiality obligations shall survive termination of the Contract for a period of five (5) years.
16. INTELLECTUAL PROPERTY
16.1 All drawings, Technical Delivery Conditions (TDC’s), designs, tools, specifications, data, and
documentation provided by CHW to the Supplier remain CHW exclusive property and shall be
used solely for CHW orders.
16.2 Any intellectual property (including inventions, improvements, and derivative works)
developed by the Supplier using CHW Confidential Information, designs, or specifications shall
vest exclusively in CHW upon creation. The Supplier hereby assigns all such rights to CHW and
agrees to execute any documents necessary to perfect such assignment.
16.3 The Supplier warrants that the Goods do not infringe any third-party intellectual property
rights. The Supplier shall indemnify and hold CHW harmless against all claims, costs, and damages
arising from any alleged IP infringement by the Goods.
16.4 No reverse engineering, copying, or reproduction of CHW designs, tools, or specifications is
permitted.
16.5 CHW-owned tooling, moulds, and fixtures held by the Supplier for production purposes
remain CHW property and shall be maintained in good condition, insured by the Supplier, and
returned on demand.
17. DATA PROTECTION AND CYBERSECURITY
17.1 The Supplier shall comply with all applicable Indian data protection laws including the
Information Technology Act, 2000, and the Digital Personal Data Protection Act, 2023 (when in
force), in relation to any personal data processed in connection with the Contract.
17.2 The Supplier shall implement appropriate technical and organisational security measures to
protect CHW data and Confidential Information against unauthorised access, loss, or destruction.
17.3 The Supplier shall immediately notify CHW (and in any event within forty-eight (48) hours) of
any actual or suspected data breach, cyber-attack, or security incident affecting CHW data or
systems.
17.4 The Supplier shall not transfer CHW personal data outside India without CHW prior written
consent and in compliance with applicable law.
18. COMPLIANCE WITH LAWS
18.1 The Supplier shall comply with all applicable laws, regulations, and codes of practice in India,
including but not limited to: Indian Contract Act, 1872; Factory Act, 1948; Minimum Wages Act,
1948; GST legislation; Environment Protection Act, 1986; Hazardous Waste Management Rules;
MSMED Act, 2006 (where applicable); Bureau of Indian Standards Act, 2016; SCOMET controls
(where applicable); all applicable export and import regulations.
18.2 The Supplier shall ensure all Goods conform to applicable BIS/IS standards, CE marking
(where required for re-export), or other regulatory certifications as specified in the PO.
19. ANTI-CORRUPTION AND ETHICAL CONDUCT
19.1 The Supplier represents and warrants that it has not made, offered, or authorised, and will
not make, offer, or authorise, any bribe, kickback, facilitation payment, or other improper
payment to any person, including any government official, in connection with this Contract. This
obligation applies to all directors, employees, agents, and subcontractors of the Supplier and also
prohibits offering gifts in any form to CHW employees.
19.2 The Supplier shall comply with the Prevention of Corruption Act, 1988 (as amended) and all
applicable anti-corruption laws. Any breach of this clause shall entitle CHW to terminate the
Contract immediately and to recover all losses.
19.3 The Supplier shall maintain a code of ethical conduct, maintain accurate books and records,
and permit CHW to audit its anti-corruption compliance upon reasonable notice.
20. INDEMNITY
20.1 The Supplier shall indemnify, defend, and hold harmless CHW, its directors, officers,
employees, and agents from and against all claims, losses, damages, costs (including legal costs),
expenses, and liabilities arising from or in connection with: (a) defective or non-conforming Goods
or Services; (b) the Supplier breach of any representation, warranty, or obligation under the
Contract; (c) infringement of third-party intellectual property rights by the Goods; (d) violation of
applicable laws by the Supplier; (e) personal injury or property damage caused by the Supplier's
employees, agents, or subcontractors; (f) breach of confidentiality or data protection obligations.
21. LIMITATION OF LIABILITY
21.1 Neither party shall be liable to the other for any indirect, consequential, or special losses,
including loss of profit, loss of business, or loss of opportunity, except where such loss arises
from: (a) fraud or fraudulent misrepresentation; (b) wilful misconduct or gross negligence; or (c)
death or personal injury caused by negligence.
22. INSURANCE
22.1 The Supplier shall, throughout the term of the Contract and the warranty period, maintain
adequate insurance coverage including: (a) public/third-party liability insurance with a minimum
cover of INR 1 Crore per occurrence; (b) product liability insurance (for Goods with safety-critical
applications); (c) workers compensation/employer liability insurance as required by law; (d)
cargo/transit insurance covering the full replacement value of Goods during transit.
22.2 The Supplier shall provide certificates of insurance to CHW upon request. All policies shall
name CHW as an additional insured where applicable.
23. ASSIGNMENT AND SUBCONTRACTING
23.1 The Supplier shall not assign, novate, or transfer any rights or obligations under the Contract
without CHW prior written consent.
23.2 The Supplier may subcontract non-critical aspects of the work subject to: (a) prior written
approval from CHW; (b) CHW right to approve or reject proposed subcontractors; (c) the
Supplier remaining primarily responsible for all obligations and the quality of subcontracted work.
Subcontractors work shall be subject to all the provisions of this Contract.
24. AUDIT AND INSPECTION RIGHTS
24.1 CHW reserves the right, upon reasonable notice, to audit: (a) the Supplier manufacturing
facilities, quality systems, and processes; (b) financial records relevant to the Contract (to verify
tax compliance, and LD calculations); (c) anti-corruption compliance systems; (d) subcontractor
facilities used for CHW work.
24.2 The Supplier shall cooperate fully with any audit and shall procure the same level of
cooperation from its subcontractors.
25. TERMINATION
25.1 Termination for Convenience
CHW may terminate the Contract (or any part thereof) for convenience upon thirty (30) days
written notice. Upon such termination, CHW shall pay the Supplier for: (a) Goods delivered and
accepted prior to the termination notice; (b) documented costs of work in progress (at CHW&
option to take such WIP); (c) committed material costs that cannot be mitigated, supported by
documentary evidence. CHW shall have no further liability beyond the above.
25.2 Termination for Default
CHW may terminate the Contract with immediate effect (without notice) in the event of: (a) the
Supplier material breach that is not remedied within fifteen (15) days of notice; (b) the Supplier
insolvency, liquidation, or appointment of a receiver; (c) the Supplier persistent failure to meet
quality or delivery obligations; (d) breach of anti-corruption or confidentiality obligations; (e) the
Supplier fraudulent or wilful misconduct.
25.3 Supplier Rights on Termination
The Supplier shall, upon termination (for any reason), immediately cease all work, preserve CHW
property, and return all CHW documents, materials, and tooling.
26. DISPUTE RESOLUTION
26.1 Escalation — Senior Management Discussion
In the event of any dispute, the parties shall first attempt resolution through good-faith discussion
between senior management within fifteen (15) days of written notice of the dispute ( Dispute
Notice ).
26.2 Mediation
If senior management discussion fails to resolve the dispute within fifteen (15) days, either party
may refer the dispute to mediation, to be conducted by a mutually agreed mediator or through a
recognised mediation institution. Mediation shall be completed within thirty (30) days.
26.3 Arbitration
Any dispute, difference, or controversy arising out of or in connection with this Agreement,
including any question regarding its existence, validity, or termination, shall be referred to and
finally resolved by a sole arbitrator appointed mutually by the parties. The arbitration shall be
conducted in Ghaziabad, Uttar Pradesh, in accordance with the Arbitration and Conciliation Act,
1996 (as amended). The language of arbitration shall be English.
26.4 Emergency/Interim Relief
Notwithstanding the arbitration agreement, either party may approach courts of competent
jurisdiction for urgent interim relief (including injunctions or status quo orders) without prejudice
to the arbitration proceedings.
27. GOVERNING LAW AND JURISDICTION
27.1 These Terms and all Contracts entered into hereunder shall be governed by and construed in
accordance with the laws of India.
27.2 Subject to the arbitration agreement in Clause 26, the courts at Ghaziabad, Uttar Pradesh
shall have exclusive jurisdiction over any disputes arising out of or in connection with the
Contract.
28. GENERAL PROVISIONS
28.1 Entire Agreement
The Contract constitutes the entire agreement between the parties with respect to its subject
matter and supersedes all prior negotiations, representations, warranties, and agreements. No
prior oral or written communication shall be binding unless incorporated into the Contract in
writing.
28.2 Amendments
No amendment to the Contract shall be valid unless made in writing and signed by authorised
representatives of both parties.
28.3 Waiver
No failure or delay by CHW in exercising any right or remedy shall constitute a waiver of that right
or remedy. No waiver shall be effective unless given in writing.
28.4 Severability
If any provision of these Terms is found by a court or arbitral tribunal to be invalid, unlawful, or
unenforceable, such provision shall be deemed modified to the minimum extent necessary to
make it valid and enforceable, and the remaining provisions shall continue in full force and effect.
28.5 Notices
All notices under the Contract shall be in writing and delivered by: (a) registered post with
acknowledgement due; (b) speed post, courier with proof of delivery; or (c) email to the
authorised representative of the receiving party. Notices shall be deemed received on the date of
delivery or, for email, on the next business day after transmission.
28.6 Relationship of Parties
The Supplier is an independent contractor. Nothing in the Contract shall create any partnership,
agency, employment, or joint venture relationship between the parties.
28.7 Anti-Waiver
CHW acceptance of Goods that do not fully conform to the Contract shall not be deemed a
waiver of CHW right to require full conformance in future deliveries.
29. MSME DISCLOSURE OBLIGATION
29.1 Mandatory Disclosure of MSME Status
Where the Supplier is registered or classified as a Micro, Small, or Medium Enterprise (“MSME”)
under the Micro, Small and Medium Enterprises Development Act, 2006 (“MSMED Act”) and/or the
Udyam Registration framework, it shall be the sole and absolute responsibility of the Supplier to
proactively inform CHW Forge Private Limited of such MSME status immediately and in any event
prior to the issuance or acceptance of a Purchase Order.
29.2 Submission of MSME Certificate and Undertaking
Any Supplier claiming MSME status shall be required to submit to CHW, simultaneously with or
prior to the acceptance of any Purchase Order, the following documents: (a) a valid and current
Udyam Registration Certificate (or such other certificate as may be prescribed under the MSMED
Act from time to time), clearly indicating the category of enterprise (Micro, Small, or Medium); and
(b) a duly signed Undertaking on the Supplier’s letterhead, confirming that the Supplier falls within
the definition of an MSME as on the date of the Purchase Order, and undertaking to immediately
notify CHW in writing in the event of any change in MSME classification or registration status
during the subsistence of any Contract. The supplier must obtain the acknowledgment from CHW
about providing the Micro, Small, or Medium status to CHW. In the absence of which it shall be
treated that such information has not been shared with CHW.
29.3 Consequence of Non-Disclosure
Failure by the Supplier to disclose its MSME status and/or to submit the required MSME Certificate
and Undertaking as prescribed under Clause 29.2, prior to or at the time of acceptance of the
Purchase Order, shall result in the following consequences, and CHW shall bear no liability or
responsibility whatsoever in respect thereof: (a) CHW shall not be liable for any obligation,
benefit, concession, or entitlement available to MSMEs under the MSMED Act, 2006, or any other
applicable law or government scheme, including but not limited to preferential payment timelines
under Section 15 of the MSMED Act; (b) CHW shall not be held responsible for any interest,
penalty, or statutory dues arising under Section 16 of the MSMED Act or any other provision of
law as a consequence of such non-disclosure; (c) the Supplier shall indemnify and hold CHW
harmless from any claim, demand, proceeding, penalty, or liability raised by any authority or third
party on account of the Supplier’s failure to disclose its MSME status in a timely manner; (d) CHW
reserves the right to treat such non-disclosure as a material misrepresentation and, at its sole
discretion, to terminate the Purchase Order without any further liability to the Supplier.
29.4 Ongoing Obligation
The obligation to disclose MSME status is a continuing obligation. Any Supplier that obtains MSME
registration during the currency of an existing Contract shall promptly inform CHW in writing and
provide updated documentation. The protections available to CHW under Clause 29.3 shall apply
mutatis mutandis where updated documentation is not provided without delay.
30. PERFORMANCE BANK GUARANTEE
30.1 Requirement for Performance Bank Guarantee
In the event the Supplier fails to submit the Performance Bank Guarantee (PBG) within 7 days of
the date its due, the Company reserves the right to withhold an amount equivalent to the PBG
value from the Supplier’s initial invoice(s) as a Security Deposit. This deduction shall be released
upon the subsequent submission of a valid PBG or completion of the contract, ensuring
compliance with statutory payment timelines.
31. This Purchase Order and attached technical documents such as drawings, specification,
standards and Technical Delivery Conditions are proprietary information of CHW Forge Pvt Ltd. It
is strictly and only intended for the internal use of the supplier. Sharing these documents with any
third party is prohibited and will be considered illegal.
EXECUTION AND ACCEPTANCE
These Terms are issued by CHW Forge Private Limited and shall apply to all Purchase Orders
issued by CHW unless explicitly superseded in writing. The Supplier's acceptance of a PO shall
constitute acceptance of these Terms in their entirety.