1.1 Application. These General Terms and Conditions of Procurement ("GTCP") govern every purchase of goods, materials, components, software, firmware, tooling, services and development work ("Deliverables") by Vector Technics Private Limited, a company incorporated under the Companies Act, 2013, CIN U31900TG2022PTC165278, GSTIN 36AAICV9019K1ZS, registered office at Plot No. 2-12, SY No. 37/A, Rasheedguda, Shamshabad, Rangareddy, Telangana 501218 ("VT"), and by any VT Affiliate issuing a Purchase Order that references these GTCP, from the person named as supplier in the Purchase Order ("Supplier").

1.2 Definitions. In these GTCP:

• "Acceptance" means VT's written acceptance of Deliverables, or their recording as accepted in VT's ERP system, following inspection under clause 4.10. Receipt, use, processing or payment is not Acceptance.
• "Affiliate" means any entity that controls, is controlled by, or is under common control with a party, where "control" has the meaning in section 2(27) of the Companies Act, 2013.
• "Applicable Law" means all laws, rules, regulations, notifications, orders, standards and binding guidance of India and of every other jurisdiction in which the Deliverables are made, shipped, delivered or, as notified to Supplier, used.
• "Background IP" means Intellectual Property Rights owned or controlled by Supplier before the Contract or developed independently of it without use of VT Confidential Information.
• "Business Day" means a day on which scheduled banks are open in Hyderabad, Telangana.
• "Contract" means the Purchase Order together with the documents listed in clause 1.5.
• "Critical Item" means any Deliverable, characteristic or feature designated as flight-critical, safety-critical, key characteristic or critical item on a drawing, Specification or Purchase Order.
• "Customer" means any direct or indirect customer of VT, including OEMs, integrators, end users and government or defence authorities.
• "Defect" means any non-conformity with the Contract, including with the Specification, warranties, documentation or Applicable Law.
• "Delivery Date" and "Delivery Point" mean the date and place stated in the Purchase Order.
• "Developed IP" means all Intellectual Property Rights in anything created, designed, developed, written or reduced to practice by or for Supplier specifically for VT, or using VT Confidential Information or VT Property, including drawings, models, tooling designs, process parameters, test methods, source code and firmware.
• "Intellectual Property Rights" means patents, utility models, designs, copyright (including in software), database rights, semiconductor layout-designs, trade marks, trade secrets, know-how and all similar rights anywhere, registered or not, including applications and rights to apply.
• "Losses" means losses, damages, liabilities, fines, penalties, costs and expenses, including reasonable legal fees.
• "Purchase Order" or "PO" means VT's written order, including its amendments, schedules and special conditions.
• "Specification" means the drawings, specifications, data sheets, statements of work, samples and quality requirements referenced in or attached to the PO, at the revision stated.
• "Sub-supplier" means any person at any tier who supplies Supplier with goods or services forming part of the Deliverables.
• "VT Property" has the meaning in clause 6.1.
• "Writing" includes email from an @vectortechnics.com address and communication through VT's ERP or supplier portal, consistent with the Information Technology Act, 2000.

1.3 Formation. A Contract is formed on the earliest of: (a) Supplier's written acknowledgement of the PO; (b) Supplier commencing performance; or (c) Supplier accepting any payment under the PO. Supplier's quotations shall state a validity of at least ninety (90) days and are provided free of charge.

1.4 Exclusion of Supplier terms. Any terms in Supplier's quotation, acknowledgement, invoice, delivery note, website, portal or packaging are rejected and of no effect, even if VT does not object to them, accepts the Deliverables or makes payment. They bind VT only if an authorised signatory of VT agrees in Writing in a document that identifies the specific provision of these GTCP being varied.

1.5 Order of precedence. In case of conflict, the following prevail in descending order: (i) a supply, framework or quality agreement signed by both parties; (ii) the PO and its special conditions; (iii) the Quality Requirements in Schedule A as invoked on the PO; (iv) the Specification; (v) these GTCP; (vi) VT's Supplier Code of Conduct. A lower document may add to, but not reduce, an obligation of Supplier in a higher one.

1.6 Authority. VT is bound only by POs issued through its ERP system and approved under its delegation of authority. Instructions from VT personnel that change scope, price, quantity, Specification or dates are effective only once confirmed by a PO amendment.

1.7 Known end use. Supplier acknowledges, at formation of every Contract, that VT incorporates the Deliverables into propulsion systems, motors, controllers, power electronics, engines and robotic systems for unmanned aircraft, aerospace, defence and robotics applications; that these are supplied to Customers worldwide, including in India, the United States, the European Union, the United Kingdom and Israel, and to government and defence authorities; and that a Defect or delay is likely to cause production stoppage, field recall, loss of aircraft or mission, Customer penalties, damage to property and risk to life. The parties agree these consequences are within their contemplation for the purposes of section 73 of the Indian Contract Act, 1872.

1.8 Forecasts. Forecasts, schedules and volume estimates that VT shares are for planning only and are not commitments to buy. VT is liable only for quantities on a released PO, and for raw materials or work in progress only where the PO expressly authorises them ("Authorised Material"). Supplier buys any other material, or builds ahead of a PO, at its own risk.

1.9 Negotiated terms. A Supplier that cannot accept any provision of these GTCP shall say so in Writing before accepting the PO. These GTCP may be varied only by a signed agreement under clause 1.5(i); otherwise they apply in full.

2.1 Firm prices. Prices are fixed and firm for the life of the PO and include design, packaging, marking, documentation (certificates of conformity, material certificates, test reports, first article inspection reports), loading, transport and insurance to the Delivery Point, and all levies other than Goods and Services Tax ("GST") shown separately on the invoice. No increase is permitted for changes in raw material prices, exchange rates, labour, energy, freight or any other circumstance, foreseen or not, unless the PO contains an express price-adjustment formula.

2.2 Currency and delivery terms. Unless the PO states otherwise: (a) domestic purchases are priced in Indian Rupees, DAP VT's facility at Plot No. 2-12, SY No. 37/A, Rasheedguda, Shamshabad, Rangareddy, Telangana 501218 (Incoterms® 2020); (b) imports are priced in the currency stated on the PO, DAP the same facility, with VT acting as importer of record under its Importer-Exporter Code AAICV9019K and Supplier providing every document required for customs clearance and duty-benefit claims.

2.3 No additional charges. VT is not liable for any charge not stated on the PO, including for expediting, minimum-order, small-lot, documentation, certification, tooling amortisation or over-shipment, whatever its legal or factual basis.

2.4 GST compliance. Supplier shall: (a) hold valid GST registration and quote its GSTIN on every document; (b) issue a tax invoice complying with the Central Goods and Services Tax Act, 2017 and the rules under it, including an e-invoice with Invoice Reference Number and QR code where mandated, correct HSN/SAC codes and place of supply; (c) generate an e-way bill where required; (d) report each invoice in its outward supply return by the due date and pay the tax, so that VT's input tax credit is reflected in VT's auto-generated statement. If any input tax credit is denied, delayed or reversed because of Supplier's act or omission, Supplier shall pay VT the credit amount with all interest and penalty within fifteen (15) days of demand, failing which VT may set off that amount. VT may withhold the GST portion of any invoice until the credit is reflected.

2.5 Withholding taxes. VT will deduct or collect tax at source as required by the Income-tax Act, 2025 and other Applicable Law. Amounts deducted and deposited are payment to Supplier, and VT will issue the prescribed certificates. A non-resident Supplier seeking treaty rates shall provide, before invoicing, a tax residency certificate, Form 10F (or its successor), a declaration of beneficial ownership and a declaration of no permanent establishment in India; absent these, VT will withhold at the domestic rate.

2.6 Invoices. One invoice per PO per shipment, sent in electronic form to accounts@vectortechnics.com and never packed with the goods. Each invoice shall state the PO number and line, VT part number and revision, quantity, unit price, HSN code, lot or serial numbers, country of origin, and both parties' GSTINs. VT will notify Supplier of a non-compliant invoice within ten (10) Business Days of receipt. A non-compliant invoice is not due until corrected.

2.7 Payment terms. (a) Unless the PO states otherwise, VT will pay within sixty (60) days from the later of receipt of a compliant invoice and Acceptance. (b) If VT pays within thirty (30) days of that date, VT may deduct a two per cent (2%) early-payment discount. (c) Payment is made when VT instructs its bank. (d) VT will pay any undisputed portion of an invoice on time and may withhold the disputed portion pending resolution.

2.8 Micro and small enterprises. A Supplier registered as a micro or small enterprise under the Micro, Small and Medium Enterprises Development Act, 2006 ("MSMED Act") shall provide its Udyam Registration Number before the first PO and notify any change in status within seven (7) days. For such a Supplier, notwithstanding clause 2.7: (a) VT will pay within the period agreed on the PO, which shall not exceed forty-five (45) days from the day of acceptance or deemed acceptance as defined in section 2(b) of the MSMED Act; (b) VT will complete inspection and communicate any objection in Writing within fifteen (15) days of delivery; (c) the early-payment discount in clause 2.7(b) applies only where the Supplier elects it on the PO acknowledgement. Supplier indemnifies VT against all interest, tax disallowance and other Losses arising from an incorrect or undisclosed declaration of status.

2.9 Set-off. VT may set off against any amount payable to Supplier any amount owed by Supplier or its Affiliates to VT or its Affiliates under any contract. Supplier has no right of set-off against VT or its Affiliates.

2.10 Payment is not acceptance. Payment does not constitute Acceptance or a waiver of any right or claim.

2.11 Advances and imports. VT makes advance payments only where the PO provides for them and, unless VT waives it in Writing, against an irrevocable advance-payment bank guarantee from a bank acceptable to VT. Payments to non-resident Suppliers are made through VT's authorised dealer bank in compliance with the Foreign Exchange Management Act, 1999 and the Reserve Bank of India's directions on import of goods and services. Supplier shall promptly provide every document the bank requires to evidence import and close the transaction.

3.1 Time is of the essence. Delivery Dates and all other dates in the Contract are of the essence. Supplier is in default on the expiry of a Delivery Date without any reminder from VT.

3.2 Early warning. Supplier shall notify VT in Writing within twenty-four (24) hours of becoming aware of any circumstance that may delay delivery or affect quantity or quality, stating the cause, expected duration and recovery plan. Notice does not excuse the delay.

3.3 Liquidated damages for delay. If Supplier fails to deliver conforming Deliverables by the Delivery Date, Supplier shall pay VT liquidated damages of two per cent (2%) of the price of the delayed Deliverables, and of any other Deliverables under the same PO that VT cannot use without them, for each week or part of a week of delay, up to a maximum of ten per cent (10%) of that price. The parties agree that: (a) VT's loss from delay, including production stoppage, idle labour and machine time, expediting, re-planning and liability to Customers, is likely to be substantial and difficult to quantify; (b) these amounts are a genuine pre-estimate of that loss and not a penalty; and (c) they are payable without proof of actual loss, as permitted by section 74 of the Indian Contract Act, 1872. Partial delivery does not stop liquidated damages accruing on the undelivered balance.

3.4 Remedies beyond the cap. Liquidated damages are VT's sole monetary remedy for delay until the maximum is reached. Once the maximum is reached, or the delay exceeds six (6) weeks, VT may, in addition, terminate the Contract in whole or part under clause 8.5 and recover the excess cost of procuring substitute Deliverables and all other Losses caused by the non-delivery.

3.5 Notice on late acceptance. For the purposes of section 55 of the Indian Contract Act, 1872, VT gives notice, by these GTCP and by its goods-receipt record for each late delivery, that its acceptance of any late performance is subject to its right to claim liquidated damages and compensation.

3.6 Recovery at Supplier's cost. Where a Delivery Date is at risk, VT may require Supplier, at Supplier's cost, to work additional shifts, use premium freight, or deliver from alternative approved locations.

3.7 Early, partial and excess deliveries. VT need not accept deliveries earlier than five (5) Business Days before the Delivery Date, partial deliveries, or quantities more than two per cent (2%) above the PO quantity. VT may return such Deliverables at Supplier's cost and risk or hold them at Supplier's risk; payment terms run from the scheduled Delivery Date.

3.8 Quantities. The quantities, weights and dimensions recorded by VT on receipt are binding absent manifest error proved by Supplier.

3.9 Packaging and marking. Supplier shall pack Deliverables to prevent damage, corrosion, moisture ingress, contamination and electrostatic discharge in transit and storage, and in accordance with VT's packaging specification where provided, including: (a) electrostatic-discharge protection to ANSI/ESD S20.20 or IEC 61340-5-1 for electronic assemblies and components; (b) moisture-sensitivity handling to IPC/JEDEC J-STD-033 where applicable; (c) magnetised materials and assemblies packed and declared under IATA Dangerous Goods Regulations Packing Instruction 953 for air transport; (d) corrosion protection for laminations, shafts, bearings and machined surfaces; (e) compliance with the Plastic Waste Management Rules, 2016 and other packaging and extended-producer-responsibility law. Each package shall be labelled with PO number, VT part number and revision, quantity, lot or serial numbers, date code, and any hazard or handling marks.

3.10 Shipping documents. Each delivery shall be accompanied by: the delivery challan or invoice copy and e-way bill (domestic); commercial invoice, packing list and certificate of origin (imports); a certificate of conformity signed by Supplier's authorised quality representative; material certificates (EN 10204 type 3.1 or as specified); test reports; first article inspection report where required; and any further documents required by the PO or Schedule A.

3.11 Title and risk. Title passes to VT on delivery at the Delivery Point, free of all liens, charges and encumbrances. Risk passes on delivery under the applicable Incoterm. Risk in rejected Deliverables reverts to Supplier on VT's notice of rejection.

4.1 Quality management system. Supplier shall maintain a quality management system certified to ISO 9001:2015 as a minimum, and to AS9100D (or its current successor), AS9120 for distributors, or any other standard specified on the PO. Supplier shall notify VT within five (5) Business Days of any suspension, withdrawal or adverse change in its certification.

4.2 Requirements flowed down. In accordance with clause 8.4.3 of AS9100D, Supplier shall comply with each of the following, as further detailed in Schedule A and on the PO:

1. the products, processes and services to be provided, at the drawing and Specification revision stated on the PO;
2. VT's approval of products, methods, processes, equipment and release of product where required;
3. the competence and, where specified, qualification of Supplier's personnel;
4. the means of interaction with VT;
5. VT's monitoring of Supplier's performance, including on-time delivery and quality scorecards;
6. verification and validation activities that VT or its Customers intend to perform at Supplier's premises;
7. design and development control, where Supplier performs design;
8. special requirements, Critical Items and key characteristics;
9. test, inspection and verification, including production process verification;
10. use of statistical techniques for product acceptance, with instructions approved by VT;
11. first article inspection in accordance with AS9102 for a new part, a change in design, process, manufacturing location or Sub-supplier, or a lapse in production of two (2) years or more;
12. notification to VT of nonconforming product, and obtaining VT's approval for its disposition;
13. prevention of counterfeit parts under clause 4.8;
14. notification to VT of changes to product, processes, Sub-suppliers or manufacturing location, and obtaining VT's approval under clause 4.5;
15. flow-down of all applicable requirements, including Customer requirements, to Sub-suppliers;
16. provision of test specimens for design approval, inspection, investigation or audit;
17. retention of quality records under clause 4.9;
18. right of access by VT, its Customers and regulatory authorities under clause 4.12;
19. ensuring its personnel are aware of their contribution to product conformity, to product safety, and of the importance of ethical behaviour.

4.3 Special processes. Heat treatment, surface treatment and plating, anodising, varnish impregnation, potting, magnetisation, brazing and welding, adhesive bonding, composite lay-up and cure, soldering, conformal coating and non-destructive testing shall be performed only by sources approved in Writing by VT and, where the PO requires, accredited by Nadcap. Electronic assemblies shall be built to IPC J-STD-001 and inspected to IPC-A-610 at the class stated on the PO, or Class 3 if none is stated for Critical Items.

4.4 Critical Items and key characteristics. Supplier shall control Critical Items and key characteristics by documented process controls and statistical process control, achieving a process capability index (Cpk) of at least 1.33, and at least 1.67 for flight- or safety-critical characteristics, unless VT agrees otherwise in Writing. Supplier shall provide capability data on request.

4.5 Change control. Supplier shall not change, without at least ninety (90) days' prior written notice and VT's prior written approval: the design; any material, grade, supplier or country of origin of material (including electrical steel, permanent magnets and their grade and coating, magnet wire and insulation system, bearings, carbon-fibre prepreg and resin, semiconductors and passive components); any manufacturing, test or inspection process or equipment; the manufacturing location; or any Sub-supplier. This applies even where Supplier considers form, fit and function unaffected. Any Deliverable produced after an unapproved change is non-conforming, and Supplier bears all costs of requalification, inspection and replacement. Supplier shall promptly notify VT in Writing of any proposed improvement, cost reduction or concern about the Specification.

4.6 Nonconformity and escapes. Supplier shall not ship any Deliverable it knows or suspects to be non-conforming without VT's written concession. Supplier shall notify VT within twenty-four (24) hours of discovering that any Deliverable already shipped may be non-conforming, identifying affected lots, serial numbers and shipment dates.

4.7 Corrective action. On VT's request, Supplier shall provide, using an 8D or equivalent method approved by VT: containment within twenty-four (24) hours; verified root cause within ten (10) Business Days; permanent corrective action within thirty (30) days; and evidence of effectiveness. Repeated or unresolved nonconformities entitle VT to place Supplier on controlled shipping at Supplier's cost.

4.8 Counterfeit and suspect parts. Supplier shall maintain a counterfeit-parts prevention and control plan meeting SAE AS5553 (electrical, electronic and electromechanical parts) and SAE AS6174 (materiel). Supplier shall buy components only from the original component manufacturer or its authorised distributors, and shall provide traceability documentation to the original manufacturer on request. Supplier shall quarantine and report to VT within twenty-four (24) hours any suspect or counterfeit part, shall never return such parts to its supply chain, and shall bear all Losses arising from counterfeit parts, including VT's removal, re-testing, replacement and Customer costs.

4.9 Traceability and records. Supplier shall maintain lot or serial traceability from raw material (including heat, coil, batch and date-code identification) to each delivered Deliverable, and provide traceability data within forty-eight (48) hours of request. Supplier shall retain all quality, manufacturing, inspection and test records for at least ten (10) years after final delivery, or longer if required by the PO, a Customer or Applicable Law, and shall not destroy them without first offering them to VT.

4.10 Inspection and Acceptance. VT may inspect and test Deliverables at Supplier's or Sub-suppliers' premises and on receipt, but is not obliged to perform any incoming inspection or test. Source inspection does not constitute Acceptance and does not relieve Supplier of any obligation. Sections 41 and 42 of the Sale of Goods Act, 1930 do not apply: VT is not deemed to have accepted any Deliverable by lapse of time, use, processing, resale or payment, and its right to reject for Defects not reasonably discoverable on inspection survives Acceptance. Supplier waives any objection that VT's inspection or notice of a Defect was late. Clause 2.8(b) applies to micro and small enterprise Suppliers.

4.11 Rejection. VT may reject any non-conforming Deliverable, in whole or by lot where sampling shows a non-conformity. Supplier shall collect rejected Deliverables within ten (10) Business Days at its cost, failing which VT may return them at Supplier's cost and risk or, after a further five (5) Business Days' notice, scrap them. Supplier shall deliver conforming replacements within seven (7) days or such period as VT sets. VT may charge Supplier for sorting, inspection and handling of non-conforming lots at VT's reasonable documented cost.

4.12 Access and audit. On five (5) Business Days' notice, or twenty-four (24) hours' notice following a quality escape, Supplier shall give VT, its Customers, certification bodies and regulatory or government authorities (including Indian defence quality assurance and airworthiness authorities) access to its and its Sub-suppliers' premises, processes, personnel and records relevant to the Deliverables, and allow them to verify compliance with the Contract and Applicable Law. Access does not relieve Supplier of any obligation.

4.13 Business continuity. A Supplier of Critical Items or single-source Deliverables shall maintain a documented business continuity plan covering loss of site, key equipment, Sub-suppliers and key personnel, test it at least once a year, and provide it to VT on request.

5.1 Warranties. Supplier warrants that each Deliverable, from delivery until the end of the Warranty Period:

1. conforms to the Contract, the Specification and any approved samples, and to all representations in Supplier's documentation;
2. is free from defects in material and workmanship and, to the extent Supplier is responsible for design, in design;
3. is new, unused, of the stated origin and not refurbished, unless the PO expressly permits otherwise;
4. is fit for the purpose made known under clause 1.7 and of merchantable quality;
5. is supplied with good title, free of all encumbrances;
6. does not infringe any third party's Intellectual Property Rights;
7. complies with Applicable Law, including the requirements in clause 7;
8. where it includes software or firmware, contains no malicious code, undisclosed functionality, remote-disable or kill-switch feature, hard-coded credential, or unauthorised data collection or transmission, and is free of known exploitable vulnerabilities at delivery;
9. was manufactured, inspected and tested under the quality system and controls required by clause 4.

Supplier shall procure equivalent warranties from its Sub-suppliers. These warranties are in addition to those implied by the Sale of Goods Act, 1930 and other Applicable Law.

5.2 Warranty Period. The Warranty Period is the later of: (a) twenty-four (24) months from Acceptance; and (b) eighteen (18) months from delivery by VT to its Customer of the product incorporating the Deliverable, but not more than thirty-six (36) months from Acceptance. Repaired or replaced Deliverables carry a fresh Warranty Period of twenty-four (24) months. Supplier's warranty obligations are continuing obligations, breached when a Defect manifests.

5.3 Epidemic Defects. An Epidemic Defect exists where the same or a similar Defect, or Defects from the same root cause, occur in more than one per cent (1%) of Deliverables in any lot, or in three (3) or more units within any twelve (12) month period, in each case within sixty (60) months of delivery. For an Epidemic Defect, Supplier shall, in addition to clause 5.4, bear all costs of any field campaign, recall or retrofit that VT or a Customer reasonably undertakes, including notification, removal, shipping, re-installation, re-testing and Customer charges.

5.4 Remedies. If a Deliverable is defective or the Contract is otherwise breached, VT may, at its option and without prejudice to any other right, exercise any one or more of the following: (a) require replacement; (b) require repair; (c) reduce the price; (d) reject the Deliverable and recover all amounts paid; (e) remedy the Defect itself or through a third party at Supplier's cost, without prior notice in cases of urgency or where Supplier fails to act within the period VT sets; (f) procure substitute Deliverables elsewhere and recover the excess cost. Supplier shall also reimburse VT's reasonable costs of sorting, inspection, rework, re-testing, requalification, freight, line stoppage and liability to Customers caused by the Defect. If Supplier fails to perform a remedy VT has elected within the period VT sets, VT may elect another.

5.5 Indemnity. Supplier shall indemnify and hold harmless VT, its Affiliates and their directors, officers, employees and Customers ("Indemnitees") from all Losses arising out of or in connection with: (a) any Defect or breach of warranty; (b) any actual or alleged infringement of Intellectual Property Rights by the Deliverables or their use as contemplated by the Contract; (c) death, personal injury or damage to property caused by the Deliverables or by Supplier or its personnel; (d) any breach of clauses 6 or 7; (e) any negligent or wilful act or omission of Supplier, its Sub-suppliers or personnel; (f) any claim by Supplier's personnel or Sub-suppliers, including for wages, statutory dues or employment status; and (g) any tax, interest or penalty imposed on VT by reason of Supplier's non-compliance. Supplier's obligations under this clause arise as soon as an Indemnitee incurs a liability, whether or not it has paid.

5.6 Conduct of claims. VT shall notify Supplier of any third-party claim within a reasonable time. Supplier may, with VT's prior written consent, conduct the defence at its cost using counsel acceptable to VT. Supplier shall not settle any claim in a manner that admits fault on behalf of an Indemnitee, imposes any obligation on it, or affects any Customer relationship, without VT's prior written consent. VT may at any time assume control of a claim affecting its Customers, regulators or reputation.

5.7 Infringement. If any Deliverable is, or in VT's reasonable opinion is likely to be, the subject of an infringement claim, Supplier shall at its cost and VT's option: procure the right for VT and its Customers to continue using it; modify it to be non-infringing without loss of performance; or replace it with a non-infringing equivalent approved by VT. If none of these is achievable within thirty (30) days, VT may return the Deliverable for a full refund, without prejudice to clause 5.5.

5.8 Insurance. (a) Every Supplier shall maintain, at its own cost, during the Contract and for three (3) years after final delivery: (i) all insurance required by Applicable Law, including employees' compensation and employees' state insurance cover for its personnel; (ii) property insurance covering VT Property in its custody for full replacement value, naming VT as loss payee; and (iii) transit insurance for full invoice value plus ten per cent (10%) where Supplier bears transit risk. (b) In addition, a Supplier that supplies Critical Items, performs design, or whose personnel work at VT's premises shall maintain: (i) public and products liability insurance with a limit of not less than the higher of INR fifty lakh (₹50,00,000) per occurrence and the total value of its POs from VT in the preceding twelve (12) months; and (ii) where it performs design, professional indemnity insurance with a limit of not less than INR fifty lakh (₹50,00,000). The PO may specify higher limits or additional cover, including aviation products liability. (c) Supplier shall provide certificates of insurance before first delivery and on request, and give VT thirty (30) days' notice of cancellation, non-renewal or material change. (d) If Supplier fails to maintain any required insurance, VT may purchase it and recover the premium from Supplier. (e) Insurance, its limits, any deductible, and any failure or refusal of an insurer to pay do not limit or reduce Supplier's liability under the Contract.

5.9 Limitation of VT's liability. VT shall not be liable to Supplier for any loss of profit, revenue, business or goodwill, or for any indirect or consequential loss. VT's total liability arising out of or in connection with a Contract shall not exceed the higher of: (a) the price of the Deliverables under that Contract which are delivered and accepted but unpaid; and (b) any amount payable under clause 8.4.

5.10 Supplier's liability. Supplier's liability is not limited or excluded except as expressly agreed by VT's authorised signatory in a signed agreement referring to this clause. Nothing in the Contract limits either party's liability for fraud, wilful misconduct, or death or personal injury caused by negligence.

5.11 Vicarious liability. Supplier is liable for the acts and omissions of its personnel, Sub-suppliers and agents as for its own.

6.1 VT Property. All tooling, dies (including lamination stamping dies), moulds (including propeller and composite moulds), winding and assembly fixtures, jigs, gauges, test equipment and software, programmes, drawings, models, samples and materials (including magnets, electrical steel and components) that VT supplies, or that VT pays for in whole or part, are "VT Property". Title to VT Property paid for by VT vests in VT on payment, or for items paid by milestone, progressively as each milestone is paid. Supplier holds VT Property as bailee under sections 148 to 171 of the Indian Contract Act, 1872 and shall: (a) mark it "Property of Vector Technics Private Limited" with VT's asset number; (b) store it separately; (c) use it solely to perform Contracts for VT and never for any third party; (d) not copy, reverse engineer or modify it without VT's written consent; (e) maintain, calibrate and keep it in good working order at its own cost, fair wear and tear excepted; (f) insure it under clause 5.8; (g) notify VT immediately of any loss or damage and compensate VT for it; and (h) deliver it, complete and in working condition, together with its maintenance records, to VT or VT's nominee within five (5) Business Days of VT's request, for any reason and without conditions.

6.2 No lien. Supplier irrevocably waives any lien, including any general or particular lien under sections 170 and 171 of the Indian Contract Act, 1872, and any right of retention over VT Property, Deliverables paid for by VT, or VT's documents, whether or not any amount is due to Supplier. VT and its nominees may enter Supplier's premises during working hours to recover VT Property.

6.3 Supplier-owned dedicated tooling. For tooling owned by Supplier and used exclusively for VT's parts, VT may at any time purchase it at its net book value, and Supplier shall not dispose of or use it for others without VT's written consent.

6.4 VT's Intellectual Property. All Intellectual Property Rights of VT, and of any third party supplied through VT, remain with their owners. VT grants Supplier a non-exclusive, non-transferable, royalty-free licence to use them solely to perform the Contract, terminating with the Contract. Supplier shall not file any application for Intellectual Property Rights that discloses or claims VT Confidential Information, VT Property or Developed IP.

6.5 Developed IP. All Developed IP vests in and belongs to VT on creation. Where a PO covers design or development work, Supplier shall sign its acknowledgement of that PO, by hand or by electronic signature valid under the Information Technology Act, 2000, and that signed acknowledgement is Supplier's written assignment of Developed IP for the purposes of section 19(1) of the Copyright Act, 1957. VT is not obliged to pay for development work until it receives the signed acknowledgement. To give effect to this, Supplier, with effect from creation of each work and as a present assignment of future rights under section 18(1) of the Copyright Act, 1957, assigns to VT absolutely all copyright and other Intellectual Property Rights in the Developed IP, including all rights under section 14 of that Act, in all media and modes of exploitation now known or later devised, throughout the world, for the full term of such rights including renewals and extensions. The parties agree that: (a) the consideration for this assignment is included in the price; (b) this assignment shall not lapse under section 19(4) of the Copyright Act, 1957 regardless of whether VT exercises the rights within one year; and (c) sections 19(5) and 19(6) of that Act do not apply. Supplier shall procure that no author asserts any right under section 57 of that Act against VT, its licensees or Customers, to the extent permitted by law. Supplier shall ensure that its employees and contractors have assigned their rights to Supplier so as to enable this assignment, and shall promptly execute all documents, including assignments under section 68 of the Patents Act, 1970 and under the Designs Act, 2000, that VT requests. If Supplier fails to do so within ten (10) Business Days, Supplier appoints VT as its attorney to execute them. Supplier shall deliver all Developed IP, including native CAD, source code, build environments, process parameters and test data, on completion and on request. Improvements to VT's Intellectual Property made by Supplier belong to VT as Developed IP.

6.6 Licence to Background IP. Supplier grants VT and its Affiliates a non-exclusive, perpetual, irrevocable, worldwide, royalty-free licence, transferable with VT's business and sublicensable to VT's contract manufacturers, service providers and Customers, to use Background IP incorporated in or necessary to use the Deliverables, in order to use, integrate, test, certify, maintain, repair, modify, market and sell the Deliverables and products incorporating them. On the occurrence of a Supply Failure, the licence extends to making and having made the Deliverables. "Supply Failure" means: Supplier's insolvency or the commencement of any proceeding under the Insolvency and Bankruptcy Code, 2016 or equivalent law; failure to deliver for more than sixty (60) days beyond a Delivery Date; discontinuance without the notice and last-time-buy rights in clause 8.7; or a change of control under clause 8.3. Where the PO so specifies, Supplier shall deposit the source code, design data and manufacturing documentation for the Deliverables with an escrow agent acceptable to VT and keep the deposit current; release occurs on a Supply Failure.

6.7 Software and firmware. Any software or firmware forming part of the Deliverables is licensed to VT, its Affiliates and Customers on the terms of clause 6.6 at no additional charge; any licence fee is borne by Supplier. VT may make backup and archival copies. Supplier shall provide a software bill of materials in SPDX or CycloneDX format on request, shall not incorporate any open-source component under a licence that would require VT to disclose or license its own software without VT's prior written approval, and shall notify VT within seventy-two (72) hours of becoming aware of any security vulnerability affecting a Deliverable, with a remediation plan.

6.8 Confidentiality. All information disclosed by or for VT, or obtained by Supplier in connection with the Contract, in any form, including drawings, specifications, designs, winding data, electromagnetic and performance data, test results, prices, volumes, forecasts, Customer identities and programmes, and the existence of the Contract, is VT Confidential Information. Supplier shall: (a) use it solely to perform the Contract; (b) disclose it only to its personnel and approved Sub-suppliers who need to know it and are bound by written obligations at least as protective as these; (c) protect it with at least the care it uses for its own confidential information and no less than reasonable care; (d) not reverse engineer any VT sample, product or software; (e) not manufacture or supply to any third party any item made to VT's drawings or derived from VT Confidential Information; and (f) return or destroy it within ten (10) Business Days of request or termination and certify that it has done so. These obligations do not apply to information Supplier proves was lawfully public, already lawfully known to it without restriction, or independently developed without use of VT Confidential Information, and do not prevent disclosure required by law after prompt notice to VT. These obligations survive for ten (10) years after the end of the Contract, and for trade secrets for as long as they remain trade secrets. Any separate non-disclosure agreement with VT continues to apply, and the more protective provision prevails.

6.9 Publicity. Supplier shall not use VT's or any Customer's name, logo or trade marks, or refer to VT or any Customer or programme in any advertising, website, customer list, case study, tender or publication, without VT's prior written consent.

6.10 Equitable relief. Supplier acknowledges that damages may not be an adequate remedy for a breach of clauses 6.1 to 6.9, and that VT is entitled to injunctive relief and specific performance, including under the Specific Relief Act, 1963, in addition to any other remedy.

6.11 Personal data. Where Supplier processes personal data on VT's behalf, Supplier acts as VT's data processor for the purposes of the Digital Personal Data Protection Act, 2023 and the rules made under it, and shall: process it only on VT's documented instructions and for the Contract; implement reasonable security safeguards; ensure its personnel are bound by confidentiality; not engage another processor without VT's written consent; notify VT without delay, and in any case within twenty-four (24) hours, of any personal data breach, with all information VT needs to meet its own notification obligations; assist VT with data principal requests; erase or return the data on completion; and transfer it outside India only as permitted by Applicable Law and VT's instructions. Where the EU General Data Protection Regulation or the UK GDPR applies, Supplier shall enter into the data processing terms VT requires.

6.12 Information security. A Supplier with access to VT's systems, networks or premises shall comply with VT's information-security policies, use access only for the Contract, and report any cyber security incident affecting VT's systems or data to VT within six (6) hours of noticing it, so that VT can meet its obligations under the directions of the Indian Computer Emergency Response Team (CERT-In).

7.1 General. Supplier shall comply, and shall ensure its Sub-suppliers comply, with all Applicable Law in performing the Contract, and shall obtain and maintain at its cost all licences, registrations and permits required.

7.2 Export control. Supplier shall comply with all applicable export control and trade laws, including the Foreign Trade (Development and Regulation) Act, 1992, India's Foreign Trade Policy and SCOMET list, the Weapons of Mass Destruction and their Delivery Systems (Prohibition of Unlawful Activities) Act, 2005, the US Export Administration Regulations and International Traffic in Arms Regulations, Regulation (EU) 2021/821, and the UK export control regime. Before first delivery and on any change, Supplier shall provide in Writing for each Deliverable: its SCOMET category (if any), US Export Control Classification Number or USML category, EU/UK control classification, HS code, and the value and origin of any US-origin controlled content. Supplier shall obtain any licence required for its exports to VT and shall not export or re-export VT technical data except as VT authorises in Writing.

7.3 Country of origin. Supplier shall declare in Writing the country of origin of each Deliverable and, where the PO designates a Deliverable as "Origin-Controlled", the country of origin and manufacturer of each sub-component and material category VT specifies, which may include permanent magnets and the rare-earth materials in them, electrical steel, motors, microcontrollers, power semiconductors and gate drivers, communication and navigation modules, cameras, batteries, carbon-fibre materials and firmware. Supplier shall not change any declared origin without VT's prior written approval under clause 4.5.

7.4 NDAA and restricted-source requirements. Where the PO designates a Deliverable as "NDAA-Designated", Supplier certifies, and shall ensure throughout supply, that the Deliverable contains no component, software, firmware or service that is prohibited for US government use or procurement under section 889 of the John S. McCain National Defense Authorization Act for Fiscal Year 2019, section 848 of the National Defense Authorization Act for Fiscal Year 2020, the American Security Drone Act of 2023, or any successor or related provision, or under the implementing FAR and DFARS clauses that VT notifies. Supplier shall disclose in Writing whether it, or any person holding ten per cent (10%) or more of its beneficial ownership or exercising control over it, is incorporated in, resident in or controlled from a country sharing a land border with India, or any other country VT notifies as restricted for a Customer programme, and shall comply with any local-content or origin certification that VT reasonably requires to meet Customer or public procurement requirements, including under the Public Procurement (Preference to Make in India) Order, 2017.

7.5 Sanctions. Supplier represents that neither it nor any of its owners, directors, officers or Sub-suppliers is a person targeted by sanctions or listed under United Nations Security Council resolutions, Indian law, or the sanctions laws of the United States, European Union or United Kingdom, or owned or controlled by such a person. Supplier shall not supply any Deliverable, material or component originating in, or routed through, a country or territory subject to comprehensive sanctions under those laws, and shall notify VT immediately of any change.

7.6 Anti-bribery. Supplier shall comply with the Prevention of Corruption Act, 1988, the US Foreign Corrupt Practices Act, the UK Bribery Act 2010 and all other applicable anti-corruption law. Supplier shall not offer, give, request or accept, directly or through any person, any bribe, facilitation payment, kickback or other improper advantage, including to any VT employee or any public servant. Supplier shall keep accurate books and records, maintain adequate procedures to prevent bribery, disclose to VT any conflict of interest including any relationship with a VT employee, and comply with any integrity pact that a Customer requires VT to flow down.

7.7 Labour and human rights. Supplier shall comply with all applicable labour law, including the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020, the Occupational Safety, Health and Working Conditions Code, 2020, the Child and Adolescent Labour (Prohibition and Regulation) Act, 1986, the Bonded Labour System (Abolition) Act, 1976, and the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Supplier shall not use child labour, forced, bonded or trafficked labour, or goods made with them, and shall not supply any goods mined, produced or manufactured wholly or in part with forced labour, including goods within the scope of the US Uyghur Forced Labor Prevention Act. Supplier is the sole employer of its personnel. Where Supplier's personnel work at VT's premises, Supplier shall pay all wages and statutory contributions when due, furnish proof monthly, and comply with VT's safety and site rules; if Supplier fails to pay, VT may pay directly and recover the amount from Supplier.

7.8 Substances and materials. Supplier shall comply with, and provide declarations evidencing compliance with: the E-Waste (Management) Rules, 2022 and the EU RoHS Directive 2011/65/EU as amended; the EU REACH Regulation (EC) No 1907/2006, including notification of any Substance of Very High Concern above 0.1% by weight; the US Toxic Substances Control Act; the Battery Waste Management Rules, 2022 where applicable; and conflict minerals and responsible sourcing requirements, using the current Responsible Minerals Initiative CMRT and EMRT templates. Supplier shall provide material declarations in IPC-1752A format on request.

7.9 Supplier Code of Conduct. Supplier confirms receipt of VT's Supplier Code of Conduct published at vectortechnics.com/supplier-code-of-conduct, shall comply with it, and shall flow it down to its Sub-suppliers and monitor their compliance.

7.10 Compliance records and audit. Supplier shall keep records evidencing compliance with this clause 7 for at least eight (8) years and give VT and its auditors access to them on reasonable notice. Supplier shall notify VT immediately of any actual or suspected breach of this clause 7.

7.11 Consequences. Any breach of this clause 7, or any false declaration under it, is a material breach incapable of remedy. VT may immediately suspend performance and payment for the affected Deliverables, terminate any or all Contracts without liability, and recover all resulting Losses under clause 5.5.

8.1 Subcontracting. Supplier shall not subcontract the whole or any material part of the Contract, or any design work, special process, Critical Item or key characteristic, without VT's prior written approval of the Sub-supplier. Supplier shall maintain a list of approved Sub-suppliers for VT's Deliverables, flow down all applicable requirements of the Contract to them, and remain fully liable for their performance.

8.2 Assignment. Supplier shall not assign, novate, transfer or encumber the Contract or any right under it without VT's prior written consent, except that Supplier may assign receivables under an invoice to a bank, a registered factor or through a Trade Receivables Discounting System platform on written notice to VT, subject to all of VT's rights of set-off and defences. VT may assign or novate the Contract to any Affiliate or to a successor to the relevant business on notice to Supplier.

8.3 Change of control. Supplier shall notify VT in Writing at least thirty (30) days before any change of control of Supplier, or immediately where advance notice is prohibited by law. VT may terminate any Contract without liability within ninety (90) days of notice if control passes to a competitor of VT, a sanctioned person, or a person from a country restricted under clause 7.4.

8.4 Termination for convenience. VT may terminate any Contract, in whole or part, at any time by written notice. Supplier shall immediately stop work as directed and minimise costs. VT shall pay, as Supplier's sole remedy: (a) the Contract price for conforming Deliverables completed and delivered before termination; and (b) Supplier's actual, documented and unavoidable costs of work in progress and of raw materials ordered specifically for VT that Supplier cannot reasonably use or return, against delivery of that work in progress and material to VT. The total shall not exceed the price of the terminated Deliverables, and VT is not liable for loss of profit or any other amount. For standard catalogue Deliverables, VT may cancel without any liability up to fourteen (14) days before the Delivery Date.

8.5 Termination for default. VT may terminate any or all Contracts with Supplier, in whole or part, with immediate effect by written notice if: (a) Supplier commits a material breach that is incapable of remedy, or that it fails to remedy within fifteen (15) days of notice; (b) clause 3.4 applies; (c) Supplier breaches clause 6.8 or 7; (d) Supplier suspends business, admits inability to pay its debts, or becomes subject to any insolvency, winding-up or restructuring proceeding, to the extent permitted by Applicable Law; or (e) clause 8.3 applies. On such termination, Supplier shall refund all amounts paid for undelivered or rejected Deliverables, and VT may recover all Losses, including the excess cost of procuring substitute Deliverables, and may require delivery of completed Deliverables, work in progress, VT Property and Developed IP.

8.6 Termination or suspension by Supplier. Supplier may suspend performance only if VT fails to pay an undisputed, overdue amount within forty-five (45) days of Supplier's written notice referring to this clause, and may terminate only if such failure continues for a further thirty (30) days. Supplier has no other right to suspend or terminate.

8.7 Discontinuance and obsolescence. Supplier shall give VT at least twelve (12) months' written notice before discontinuing, or materially changing, any Deliverable or its production. During that period VT may place last-time-buy orders for its lifetime requirements at the then-current prices, with final deliveries up to twelve (12) months from the notice. For electronic components and assemblies, Supplier shall allow VT at least six (6) months from notice to place final orders and twelve (12) months from notice for final shipments. Supplier shall notify VT promptly of any obsolescence affecting Sub-supplier components. Supplier shall make spare parts and repair services available for at least seven (7) years after the last series delivery. This clause gives Supplier no right to stop performance of any Contract.

8.8 Transition assistance. On expiry or termination for any reason, Supplier shall, if VT requests, for up to six (6) months: continue supply at Contract prices; transfer VT Property, Developed IP, documentation and process information; and cooperate with VT and any replacement supplier to ensure continuity of supply.

8.9 Force majeure. A party is not liable for delay or failure caused by an event beyond its reasonable control that it could not reasonably have foreseen or avoided, including natural disaster, epidemic declared by a government authority, war, hostilities, terrorism, riot, or an act of government ("Force Majeure"). Force Majeure does not include: failure or delay of a Sub-supplier, unless itself caused by Force Majeure; labour disputes involving Supplier's or its Sub-suppliers' workforce; increases in costs or prices; shortages of materials, components, energy or labour not caused by a declared Force Majeure event; equipment breakdown; a cyber incident attributable to inadequate security; or failure to obtain a licence or permit that Supplier did not apply for in good time. The affected party shall notify the other in Writing within forty-eight (48) hours of the event, with evidence and an estimate of duration, and shall use all reasonable efforts to mitigate. During Force Majeure affecting Supplier, VT may procure Deliverables elsewhere and reduce quantities under the Contract without liability. If Force Majeure continues for more than thirty (30) days, VT may terminate the affected Contracts without liability. The parties intend this clause to govern the consequences of Force Majeure, so that section 56 of the Indian Contract Act, 1872 applies only where performance becomes impossible in a way this clause does not address.

8.10 Continued performance. Supplier shall continue to perform its obligations during any dispute, and shall not withhold delivery, VT Property or information on account of any dispute or claim.

8.11 Governing law. The Contract and any non-contractual obligation arising out of it are governed by the laws of India. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

8.12 Dispute resolution. (a) The parties shall first refer any dispute arising out of or in connection with the Contract, including its existence, validity or termination, to their senior executives for resolution within fifteen (15) days of a written notice of dispute. (b) If not resolved, the dispute shall be finally resolved by arbitration under the Arbitration and Conciliation Act, 1996, administered under the rules of the International Arbitration and Mediation Centre, Hyderabad ("IAMC"), which are incorporated by reference. (c) The seat and venue of arbitration is Hyderabad, Telangana, India. The language is English. (d) The tribunal shall consist of a sole arbitrator where the amount in dispute is below INR five crore (₹5,00,00,000), and otherwise of three arbitrators; arbitrators not nominated by the parties within the time set by the rules shall be appointed by the administering institution. Neither party shall have a unilateral right to appoint a sole arbitrator. (e) Subject to clause 8.12(b), the courts at Hyderabad, Telangana have exclusive jurisdiction, including for the purposes of sections 9, 34 and 37 of the Arbitration and Conciliation Act, 1996. (f) Notwithstanding the foregoing, VT may seek interim or injunctive relief, including to protect its Confidential Information, Intellectual Property Rights and VT Property, in any court of competent jurisdiction worldwide. (g) Nothing in this clause excludes any jurisdiction that is mandatory under the MSMED Act. (h) The tribunal may award costs, including reasonable legal fees, to the successful party.

8.13 Notices. Notices under the Contract shall be in Writing and delivered by hand, by courier, or by email to the addresses stated on the PO, with a copy for VT to legal@vectortechnics.com. Notices by email are deemed received on the Business Day of sending if sent before 17:00 IST, otherwise on the next Business Day, unless a delivery failure message is received.

8.14 Amendments and waiver. No variation of the Contract or these GTCP is effective unless in Writing and signed or issued through VT's ERP by VT's authorised signatory. No failure or delay by VT in exercising any right, and no acceptance of late or non-conforming performance or payment, is a waiver of any right, which may be waived only expressly in Writing.

8.15 Entire agreement. The Contract constitutes the entire agreement between the parties on its subject matter and supersedes all prior proposals, quotations and communications, except any separate non-disclosure, supply, framework or quality agreement signed by both parties.

8.16 Severability. If any provision is held invalid or unenforceable, it shall be enforced to the maximum extent permitted, and the remainder of the Contract is unaffected. The parties shall replace the affected provision with a valid provision that achieves, as nearly as possible, its original economic and legal effect.

8.17 Independent contractors. The parties are independent contractors. Nothing in the Contract creates a partnership, joint venture, agency or employment relationship.

8.18 Survival. Clauses 2.4, 2.5, 2.8, 2.9, 3.3 to 3.5, 4.8, 4.9, 4.12, 5, 6, 7, 8.7, 8.8 and 8.10 to 8.21, and any other provision intended to survive, survive expiry or termination.

8.19 Language and electronic execution. The Contract is in English, which prevails over any translation. The Contract may be concluded and executed electronically, and electronic records and signatures are valid under the Information Technology Act, 2000.

8.20 Costs and stamp duty. Each party bears its own costs of entering into the Contract. Any stamp duty payable on a Contract or its acceptance shall be borne by Supplier.

8.21 Updates. VT may update these GTCP from time to time by publishing a new version. The version in force on the date of a PO applies to that PO.

The codes below apply when listed on a PO. QR-01 to QR-05 apply to every PO unless the PO excludes them.

Contact. Vector Technics Private Limited, Plot No. 2-12, SY No. 37/A, Rasheedguda, Shamshabad, Rangareddy, Telangana 501218, India
Phone: +91 40 2933 0019
Legal notices: legal@vectortechnics.com
Invoices: accounts@vectortechnics.com