Terms and Condition

Version 2025 January
TERMS AND CONDITIONS OF PURCHASE – INDIA

AEY Precision Private Limited
Website: www.aeybearings.com

1. Agreement/Acceptance

As used in these Terms and Conditions of Purchase:

“Agreement” means the collective terms and conditions described in Section 1.2.
“AEY Precision” refers to AEY Precision Private Limited, the entity making the purchase, as identified on the purchase order or separate written agreement.
“Seller” means the seller of the Products or Services.
“Products” refers to the products that are the subject of the purchase by AEY Precision.
“Services” refers to the services that are the subject of the purchase by AEY Precision.

The terms and conditions governing the purchase of Products and Services by AEY Precision from Seller are exclusively limited to:

The terms and conditions contained in AEY Precision’s purchase order and any subsequent releases and/or a separate written agreement signed by an authorized representative of AEY Precision, along with any documents incorporated therein, such as a statement of work.
These Terms and Conditions of Purchase, whether or not they are specifically referenced in or incorporated by the forms exchanged by AEY Precision and Seller or in the separate written agreement entered into between AEY Precision and Seller. Any conflict between these Terms and Conditions of Purchase and the documents specified will be resolved in favor of the documents specified.

AEY Precision objects to terms and conditions that are additional to or different from those contained in the Agreement, and no additional or different term will be part of the Agreement unless expressly made so in writing and signed by an authorized representative of AEY Precision.

The Seller will be deemed to have accepted the Agreement if the Seller:

Acknowledges AEY Precision’s purchase order.
Assents to the Agreement in writing or electronically (e.g., by clicking an “accept” or similar button on an electronic site).
Commences work on, delivers, or performs any of the Products or Services.
Accepts any portion of the payment for the Products or Services.
Takes any other action evidencing Seller’s acceptance of the benefits of any part of the Agreement.

If the Agreement relates to a prime contract with or a subcontract for any government entity, Seller shall comply with the applicable flowdown clauses and other provisions set forth in the Government Contracts Supplement (available on the AEY Precision website at www.aeybearings.com), along with any other provisions in the prime contract or subcontract that must be flowed down to Seller, each of which forms part of the Agreement.

No modification of the Agreement or waiver of any of its terms will be binding on AEY Precision unless:

It is clearly expressed in writing.
It explicitly states that it is a modification or waiver of the Agreement.
It is signed by an authorized representative of AEY Precision.

2. Delivery

Delivery terms shall be as stated in the Agreement or, if none are specified, Delivered Duty Paid (DDP) to the designated AEY Precision facility, as per Incoterms 2020. For domestic shipments, all Products shall be transported by roadways, freight prepaid by Seller, unless otherwise stated in the Agreement.

Seller shall deliver all Products and Services on the dates specified by AEY Precision and meet all required service levels. Time is of the essence regarding the delivery of Products and Services. AEY Precision may reject any Products or Services that are not delivered on time (whether early or late) and return them at Seller’s risk and expense. Seller may not withhold delivery for any reason without prior written consent from AEY Precision.

Seller shall deliver all Products and Services in the exact quantities specified in the purchase order. Forecast quantities are estimates for reference only and do not constitute a binding commitment by AEY Precision. Quantities delivered in excess of ordered quantities may be returned at Seller’s risk and expense.

The risk of loss and damage to the Products remains with Seller until they are delivered to AEY Precision in accordance with the delivery terms. However, if the Products are received by AEY Precision on consignment:

(a) Risk of loss and damage, as well as responsibility for insuring the Products, remains with Seller until AEY Precision either resells or uses them in production (the “end of the consignment period”).
(b) Title to the Products remains with Seller, and AEY Precision has the absolute right to return them up until the end of the consignment period.
(c) Title to the Products transfers to AEY Precision at the end of the consignment period.

If Seller anticipates or experiences a delay in delivery or performance—whether due to a Force Majeure Event or any other reason—Seller must notify AEY Precision in writing within two (2) working days of the event’s occurrence, stating the cause and expected duration of the delay. During this period, Seller shall, at its own cost and expense, take all necessary actions to mitigate the impact on AEY Precision and ensure minimal disruption of supply, giving AEY Precision at least the same priority as other customers.

If there is an anticipated or actual delay, or if Seller threatens to suspend delivery (whether due to Force Majeure or another reason), AEY Precision may, in addition to all other available remedies, take one or more of the following actions:

Direct Seller to ship the Products using an expedited transportation method (e.g., express air freight).
Obtain substitute Products or Services from alternative sources.
Cancel or reduce the quantities under the Agreement.

AEY Precision will not be liable for any cancelled or reduced quantities. Seller shall bear any additional costs incurred by AEY Precision due to the delay, including expedited shipping and other incidental expenses, unless the delay is directly caused by a Force Majeure Event, in which case both parties shall negotiate a fair allocation of such costs.

3. Packaging and Shipping

Seller shall properly pack, mark, ship, and route the Products in accordance with the requirements of AEY Precision, the carriers, and all applicable laws and regulations. If no specific requirements are provided, Seller shall follow best commercial practices to prevent loss or damage due to weather, transportation, or other factors.

Each shipment must include packing slips containing:

AEY Precision’s complete purchase order number
Shipment date
An itemized list of contents, using the classification identification required by AEY Precision or the carrier
Any other details as required by AEY Precision

All package markings and shipping documents must allow for easy identification of the Products by AEY Precision. The count or weight recorded by AEY Precision shall be final and conclusive for any shipment.

Seller is responsible for all demurrage charges and other expenses resulting from failure to provide AEY Precision with a notice of shipment on the shipping date.

4. Prices and Payment

Prices for the Products and Services are as set forth in the Agreement. The agreed price is the sole amount payable by AEY Precision to Seller or any third party for the purchase of Products or Services. Seller shall bear all costs related to:

Raw materials, supplies, or manufacturing
Duties, tariffs, or similar charges
Insurance premiums
Salaries or benefits of employees
Handling, packaging, shipping, or storage costs

No price increases or surcharges will be effective without AEY Precision’s prior written consent. AEY Precision expects future price reductions based on improvements in manufacturing processes, including but not limited to:

Increased productivity
Higher yield
Forging weight reduction
Other efficiency gains

The price includes all applicable federal, state, and local taxes, except for sales or value-added taxes. Seller shall issue invoices for any applicable sales or value-added taxes that it is legally required to collect, ensuring that the invoice format allows AEY Precision to make appropriate deductions for income tax purposes. Seller shall also provide all necessary information and documentation to enable AEY Precision to recover any sales, value-added, or similar turnover taxes.

Seller may not send invoices earlier than the date of receipt of Products at AEY Precision’s facility or completion of Services. For consignment goods, invoices may only be sent at the end of the consignment period, as defined in Section 2.4.

All invoices must include:

AEY Precision’s complete purchase order number
Necessary bills of lading
All required shipping receipts and documents

Payment terms for undisputed invoices shall be as stated in the Agreement or, if none are specified:

Net 75 days (general terms)
Net 45 days (for MSMEs, in accordance with Indian regulations)

The payment or discount period will be calculated from the receipt date of a complete and accurate invoice, including all required supporting documents.

In addition to any right of setoff or recoupment provided by law or equity, all amounts due to Seller shall be considered net of any outstanding indebtedness of Seller and its affiliates to AEY Precision and its affiliates. AEY Precision reserves the right to set off or recoup any amounts due from Seller against amounts owed to AEY Precision.

5. Changes

AEY Precision may, at its discretion, require Seller to implement changes to:

Specifications, design, quantities, and delivery schedules of the Products
Description, specifications, amount, and scheduling of the Services
Other contractual requirements under the Agreement

Seller must promptly implement such changes.

If a change affects the price or delivery schedule, Seller must submit a written claim for an equitable adjustment within five (5) business days of receiving AEY Precision’s instructions. Failure to do so will be considered a waiver of any claims, and AEY Precision will bear no liability for such claims.

AEY Precision will determine any equitable adjustment in price or delivery schedules. To assist in this determination, Seller must provide, upon request:

Detailed documentation of changes in Seller’s cost of production
Time estimates required to implement changes

Both parties will work towards resolving any disagreements over adjustments. However, throughout the resolution process and thereafter, Seller must continue to:

Manufacture and deliver Products
Perform Services
Implement the required changes without delay

6. Property of AEY Precision

“AEY Precision Property” includes any tooling, gauging, equipment, patterns, AEY Precision Material, or other property that AEY Precision directly or indirectly:

Furnishes to Seller
Purchases from Seller
Reimburses Seller for

“AEY Precision Material” refers to raw materials, components, supplies, or other materials provided by AEY Precision for use in manufacturing the Products or performing the Services. This includes any scrap generated from operations on such materials but excludes materials that are subject to an actual invoiced sale from AEY Precision to Seller (i.e., materials for which Seller has paid).

All AEY Precision Property shall remain the sole property of AEY Precision and shall be held by Seller on a bailment basis. Seller waives any lien or rights over AEY Precision Property, including any claims related to work performed using such property.

While in Seller’s possession or control (including possession by Seller’s agents or subcontractors), Seller bears full risk for any:

Loss, theft, damage, or destruction of AEY Precision Property
Costs of repair or replacement of lost, stolen, damaged, or destroyed property

Seller must maintain insurance sufficient to cover such risks. If AEY Precision Material is lost or damaged due to:

Spoilage
Breakage
Defective workmanship
Any other reason

Seller must replace the lost material by purchasing from AEY Precision at AEY Precision’s then-current prices.

Usage & Restrictions

Seller shall use AEY Precision Property only for fulfilling obligations under the Agreement and in compliance with AEY Precision’s and the manufacturer’s instructions. Seller shall not:

Sell or offer for sale any products made using AEY Precision Property without prior written consent from AEY Precision.
Commingle AEY Precision Property with its own or third-party property.
Move AEY Precision Property from the original designated facility without prior written approval.
Transfer, sell, lease, pledge, or dispose of AEY Precision Property.
Allow liens, claims, or encumbrances on AEY Precision Property.
Consider or treat AEY Precision Property as real property or fixtures.

AEY Precision may make public filings (including but not limited to UCC-1 filings) or any other filings permitted under Indian laws to provide notice of its ownership of AEY Precision Property. Seller shall fully cooperate with AEY Precision regarding such filings.

AEY Precision makes no warranties, express or implied, regarding the fitness, condition, merchantability, design, or operation of any AEY Precision Property. AEY Precision shall not be liable for any loss, damage, injury, or expense caused directly or indirectly by the use of AEY Precision Property.

Upon AEY Precision’s request, Seller must release or deliver AEY Precision Property at no cost to AEY Precision. Failure to comply authorizes AEY Precision to enter Seller’s premises with reasonable notice and take possession of its property.

7. Quality

Seller shall maintain and promote continuous quality improvement and comply with AEY Precision’s quality control standards regarding:

Manufacturing
Packaging
Shipping

This includes adherence to the AEY Precision Supplier Requirements Manual, which is periodically updated and available electronically at:
📌 AEY Precision Supplier Quality Manual

Seller must check the Supplier Requirements Manual periodically for changes.

Manufacturing & Process Changes

Seller may not, without AEY Precision’s prior written consent:

Change the method or location of manufacturing Products or providing Services.
Substitute or alter AEY Precision Material (e.g., physical or chemical properties) unless it aligns with AEY Precision specifications.
Change materials, processes, or sub-suppliers used in manufacturing Products or providing Services.

Any proposed change must go through AEY Precision’s approval process, detailed on the AEY Precision Supplier Network:
📌 AEY Precision Supplier Network

Subcontracting Restrictions

Seller shall not subcontract its obligations under the Agreement. Any attempted subcontract will be void, unless AEY Precision grants prior written consent. If approved, Seller remains fully liable for all subcontracted obligations.

Compliance with AEY Precision’s Rules & Policies

While performing Services at AEY Precision facilities, Seller must comply with:

AEY Precision’s workplace rules & policies
All environmental, health, and safety (EHS) regulations

8. Right to Inspect and Audit

Seller shall permit AEY Precision, its representatives, consultants, and customers to enter Seller’s facilities at reasonable times to:

Inspect the facilities and AEY Precision Property.
Review Seller’s records related to AEY Precision Property.
Inspect and test any goods, inventories, work-in-process, materials, machinery, equipment, tooling, fixtures, gauges, and other items related to Seller’s performance under the Agreement.

Seller must fully cooperate with AEY Precision during any such inspection. However, such inspections do not constitute acceptance of any work-in-process or finished goods by AEY Precision.

Audits and Financial Reviews:

AEY Precision and its representatives shall have the right to enter Seller’s facilities at reasonable times to audit and review all relevant books, records, financial statements, time and material data, receipts, policies, and procedures.
These audits will help (a) assess Seller’s ongoing ability to fulfill its obligations and (b) substantiate charges or other financial matters under the Agreement.

Seller must maintain and preserve all relevant records for three (3) years following final payment under the Agreement and shall fully cooperate with AEY Precision during such audits.

All inspections, audits, and reviews shall be conducted at AEY Precision’s expense, unless material non-compliance by Seller is discovered. In such cases:

Seller must fully correct the non-compliance.
Seller shall reimburse AEY Precision for the costs incurred in that review and the next audit conducted by AEY Precision.

9. Non-Conforming Products and Services

AEY Precision may, but is not required to, inspect the Products upon arrival and the Services upon completion.

Rapid Inspection for Urgent Production Needs

If AEY Precision reasonably suspects non-conformance in the Products and they are urgently needed for production, Seller must promptly:

Dispatch a rapid inspection team to the location where the Products are stored.
Arrange for a third-party inspection service (at Seller’s cost) to verify the non-conformance.

Actions for Non-Conforming Products or Services

If AEY Precision rejects any Products or Services due to non-conformance, it may take one or a combination of the following actions:

Reduce the quantity ordered under the Agreement by the quantity of non-conforming Products or Services and:
- Require Seller to issue a refund or credit for the purchase price of the rejected quantity.
- If Seller fails to do so, AEY Precision may debit Seller for the same amount.
Require Seller to repair, replace, or re-perform the non-conforming Products or Services.
Accept the non-conforming Products or Services, but require Seller to:
- Reduce the purchase price accordingly.
- Issue a credit or refund for the diminished value (or, if Seller does not comply, AEY Precision may debit Seller for the same amount).

Cost Reimbursement:

Seller must reimburse AEY Precision for all costs incurred in inspecting, sorting, testing, reworking, replacing, returning, storing, or disposing of non-conforming Products.
This includes costs associated with the discovery of non-conformance, whether identified through:
- AEY Precision’s inspection process.
- AEY Precision’s issuance of an 8D DMR in the Global Quality Tracking System (GQTS).

Disposition of Non-Conforming Products

AEY Precision will hold non-conforming Products for 48 hours after issuing a rejection notice (or a shorter period if required under the circumstances).

If Seller fails to provide written instructions within this time regarding the disposition of non-conforming Products, AEY Precision may dispose of the Products at its discretion.
Disposal methods may include:
- Returning the non-conforming Products to Seller at Seller’s expense.
- Other disposal methods as AEY Precision deems fit, without liability to Seller.

Risk of Loss:

Seller bears all risk of loss and damage for non-conforming Products, including during return shipment.

10. Warranties

Seller represents and warrants that the Products and their components shall:

Conform to the most updated version of drawings provided or approved by AEY Precision.
Meet and perform in full accordance with AEY Precision’s specifications and requirements.
Be of new manufacture and of the highest quality.
Be free from defects in design, workmanship, and material.
Be of merchantable quality and fit for their intended purposes.
Comply with all applicable laws, regulations, and standards, including those related to environmental, health, and safety requirements.

Seller further represents and warrants that the Services shall:

Conform to AEY Precision’s specifications and requirements.
Be of the highest quality.
Be performed to the highest professional and workmanlike standards and in compliance with all applicable laws, rules, regulations, and standards.

For software incorporated in or forming a part of the Products or Services, Seller represents and warrants that:

The software shall not contain any malicious code, viruses, or programs intentionally designed to impair, disrupt, disable, or harm operations.

Remedies for Breach of Warranty

If any warranty is breached, Seller shall promptly, at its sole cost and expense:

Repair or remedy the defect or failure.
Replace the affected Products.
Re-perform the affected Services.
Provide a refund to AEY Precision, if AEY Precision so chooses.

Additionally, Seller shall fully compensate AEY Precision for all direct, indirect, special, incidental, punitive, and consequential damages, including:

Recall costs.
Production line shut-down costs.
Lost or anticipated profits and revenues.

These warranties and associated remedies shall extend to and be enforceable by AEY Precision’s successors, assigns, customers, and end-users of the Products or Services.

11. Intellectual Property

Seller represents and warrants that the Products and Services:

Do not and will not infringe upon any trade secrets, patents, trademarks, copyrights, designs, or other intellectual property rights of any third party.
Are not subject to any third-party claims or disputes over intellectual property.
Do not violate any trade secret, patent, or intellectual property rights anywhere in the world.

If a third party enjoins or interferes with AEY Precision’s use of any Products or Services, Seller shall promptly:

Obtain necessary licenses to allow AEY Precision to continue using or receiving the Products or Services.
Replace or modify the Products or Services to ensure continued uninterrupted use by AEY Precision.

Ownership & Assignment of Intellectual Property

This Agreement does not grant Seller any license or rights to AEY Precision’s trade secrets, patents, copyrights, or other intellectual property.
All deliverables and works of authorship created under this Agreement shall be considered works made for hire and shall be the sole and exclusive property of AEY Precision.
If such works do not qualify as works made for hire, Seller hereby assigns and agrees to assign all worldwide rights, title, and interest in such deliverables and intellectual property to AEY Precision.
If such assignment is not possible under applicable law, Seller grants AEY Precision a worldwide, irrevocable, perpetual, royalty-free, transferable, and sublicensable license to use such works.

Improvements & Developments

Any improvements or developments related to the Products or Services that arise from efforts by AEY Precision alone or jointly with Seller under this Agreement shall be exclusively owned by AEY Precision.
Seller shall cooperate fully with AEY Precision in confirming and securing such ownership rights.

12. Indemnification

Seller shall indemnify, defend, and hold harmless AEY Precision, its affiliates, directors, officers, employees, agents, representatives, and customers from all claims, liabilities, damages, losses, costs, and expenses (including actual attorneys’ and consultants’ fees) that arise from or relate to:

Any act or omission of Seller, its employees, subcontractors, agents, or representatives.
The performance of any Services or work by Seller (or its personnel) at AEY Precision’s facilities or those of AEY Precision’s customers.
The use of AEY Precision’s property (or its customers’ property).
Any breach of Seller’s representations, warranties, or obligations under this Agreement.
Any alleged or actual infringement of trade secrets, patents, trademarks, copyrights, or other intellectual property rights of third parties.
Defective Seller-furnished equipment, materials, Products, or Services, including:
- Incorrect or misleading product information.
- Deficient operating or safety instructions.
- Other related documents provided by Seller to AEY Precision, its customers, or end-users.

Waiver of Workers’ Compensation Immunity

Seller intends and agrees that its indemnification obligations for claims related to employees, contractors, or subcontractors shall not be limited by:

Workers’ compensation laws.
Disability benefits laws.
Any other employee benefit laws.

Seller hereby waives immunity under such laws to the extent they would limit AEY Precision’s ability to fully enforce Seller’s indemnification obligations.

13. Insurance

Seller shall procure, maintain, and pay all premiums for all insurance coverage that is reasonable and customary for a manufacturer or service provider in Seller’s position. This insurance must be sufficient to cover all potential liabilities arising under the Agreement.

14. Confidentiality

“Confidential Information” refers to any confidential information related to:

AEY Precision and its affiliates.
The Agreement, Products, and Services.
AEY Precision’s business operations, designs, specifications, trade secrets, and technical or business information.

Seller agrees to:

(a) Not disclose Confidential Information to third parties, except to its employees who need to know for performance under the Agreement and who are bound by confidentiality obligations at least as restrictive as this Agreement.
(b) Protect Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care.
(c) Use Confidential Information only to fulfill its obligations under this Agreement.
(d) Return or destroy all Confidential Information upon AEY Precision’s request and certify such destruction in writing.

15. Termination for Cause by AEY Precision

AEY Precision may terminate the Agreement or any purchase order, in whole or in part, without liability to Seller, by providing written notice if:

Seller repudiates, breaches, or threatens to breach any terms of the Agreement.
Seller sells or offers to sell a material portion of its assets.
There is a change in control of Seller.
Seller becomes subject to bankruptcy, receivership, liquidation, dissolution, or reorganization proceedings.
Seller’s assets are seized or attached by creditors or government authorities.

Upon termination for cause, Seller shall reimburse AEY Precision for all costs and damages incurred, including:

Legal and attorney fees.
Costs related to alternate sourcing of Products or Services.

If Seller fails to comply with applicable laws, regulations, or standards, AEY Precision may withhold all payments until Seller provides a valid certificate of compliance or demonstrates corrective action.

16. Termination for Cause by Seller

Seller may not terminate the Agreement unless:

AEY Precision is in material breach of the Agreement.
Seller provides written notice of the breach.
AEY Precision fails to cure the breach within a reasonable time (not less than 60 days).

17. Other Termination

17.1 Termination for Convenience by AEY Precision

AEY Precision may terminate the Agreement or any purchase order at any time for its convenience, by providing written notice to Seller.

AEY Precision’s sole obligation in such a case shall be to reimburse Seller for:

Products or Services actually shipped or performed and accepted by AEY Precision before termination.
Actual costs incurred for unfinished goods that are:
- In usable, merchantable condition.
- Specifically manufactured for AEY Precision and not standard products of Seller.

AEY Precision shall not reimburse costs for:

Materials or work exceeding AEY Precision’s authorized purchase orders.
Goods or materials in Seller’s standard stock or that are readily marketable.
Claims from Seller’s suppliers or third parties for lost profits, penalties, or other damages.

Reimbursement Limitations:

AEY Precision’s reimbursement shall not exceed the purchase price of the terminated order.
Seller must submit all claims for reimbursement within 30 days of termination, with supporting documentation for an audit.
Failure to submit a claim within 30 days constitutes a waiver of all claims.
Seller shall provide additional information upon AEY Precision’s request.

17.2 Limitation of Liability

AEY Precision shall not be liable for, and Seller agrees not to claim:

Consequential, incidental, indirect, special, or punitive damages.
Recall costs, line shut-down costs, or lost profits.
Finished Products, work-in-process, or materials exceeding AEY Precision’s purchase orders.
Claims from Seller’s suppliers or third parties for damages or penalties.

17.3 Termination or Suspension Due to Force Majeure or Customer Delays

AEY Precision may terminate, suspend, or delay the Agreement or any purchase order without liability, if impacted by:

Customer delays or cancellations.
Force Majeure Events (e.g., natural disasters, government restrictions, pandemics, labor strikes, supply chain disruptions).

AEY Precision will have no obligation to reimburse Seller for any materials or work-in-process related to such terminations or suspensions.

18. Compliance with Laws

Seller shall comply with all applicable laws, statutes, regulations, and ordinances in the performance of its obligations under this Agreement, including those related to:

Manufacturing, procurement, and delivery of Products.
Local, municipal, and central laws and regulations in India.
Environmental, health, and safety laws.
Indian labor laws and fair trade practices.

At AEY Precision’s request, Seller shall promptly provide information regarding:

Hazardous, toxic, or restricted content in Products or Services.
Material Safety Data Sheets (MSDS) for materials used in manufacturing, to be sent to the AEY Precision environmental/safety coordinator at the delivery facility.
Safety warnings, handling instructions, and regulatory compliance documentation.

Tax Compliance Obligations

Goods and Services Tax (GST) Compliance: Seller shall comply with the e-Invoicing provisions under the GST Act, 2017. Any loss of GST Input Tax Credit due to non-compliance by Seller shall be compensated to AEY Precision, or AEY Precision may set off such losses against payments due to Seller.
Tax Collection at Source (TCS) Compliance: Seller shall comply with the TCS provisions under the Income Tax Act, 1961. Any loss of TCS Credit due to Seller’s non-compliance shall be compensated or set off against Seller’s payments.

19. International Trade and Customs

Export Compliance

Seller shall comply with all applicable export control laws and regulations, including:

Indian Foreign Trade Policy (FTP).
U.S. Export Administration Regulations, if applicable.
Customs and trade laws of AEY Precision’s country of operation.

Seller shall not export or re-export any items or technical data furnished by AEY Precision without prior written consent.

Trade Credits & Importation Rights

AEY Precision owns all transferable trade credits or benefits, including:
- Export credits.
- Refund of duties, taxes, and fees.
Without AEY Precision’s written permission, Seller shall not:
- File duty drawback claims in respect of the Products.
- List AEY Precision as the “Importer of Record” in any customs declarations.

Documentation & Compliance Responsibilities

Seller shall provide accurate documentation required for customs clearance, including:
- Import/export compliance records.
- Trade preference program certifications.
Seller shall comply with global supply chain security requirements, including:
- Customs-Trade Partnership Against Terrorism (C-TPAT) for U.S. imports.
- Authorized Economic Operator (AEO) security programs in India and other countries where AEY Precision operates.
No later than delivery, Seller shall provide AEY Precision with applicable Export Control Classification Numbers (ECCNs) for all Products, components, and Services.

20. Seller Code of Conduct

Seller shall comply with AEY Precision’s Supplier Code of Conduct, available at:
📌 AEY Precision Supplier Code of Conduct

Seller agrees to:

Periodically review updates to the Code of Conduct.
Follow all AEY Precision policies while working on AEY Precision’s premises.
Ensure its employees are aware of and comply with AEY Precision’s workplace policies.

Ethical Business Conduct

AEY Precision expects Seller to adopt a Code of Conduct that includes:

Compliance with all applicable laws and regulations.
Workplace health & safety policies.
Labor standards and human rights protections.
Environmental protection and responsible resource use.
Product safety and quality assurance.
Anti-corruption and fair business practices.

21. Conflict Minerals

Regulatory Compliance

If applicable, Seller shall comply with:

Section 1502 of the U.S. Dodd-Frank Wall Street Reform and Consumer Protection Act.
European Union conflict minerals regulations.

These laws require disclosure of the use of tin, tantalum, tungsten, and gold (“Conflict Minerals”) sourced from conflict regions, including the Democratic Republic of Congo and adjoining countries.

Seller’s Obligations

Establish a supply chain policy to ensure conflict-free sourcing.
Perform due diligence on suppliers to determine:
- The country of origin of Conflict Minerals.
- Whether minerals finance armed conflict in the region.
- Risk assessment and mitigation strategies.
Provide annual disclosures (or more frequently if requested) regarding Conflict Minerals in Products supplied to AEY Precision.
Timely submit compliance reports in the format required by AEY Precision.

Ongoing Compliance

Seller shall take all necessary actions to:

Ensure compliance with global conflict minerals regulations.
Maintain transparency in its supply chain.
Update AEY Precision on any changes affecting compliance status.

22. Data Protection

22.1 Definitions

For the purposes of this Section 22:

“Data Protection Laws” means all applicable laws governing the use of personal data, including but not limited to:
- The Information Technology Act, 2000.
- Information Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011.
- General Data Protection Regulation (EU) 2016/679 (GDPR) (to the extent applicable).
- Any other applicable Indian or international data protection laws.
“Personal Data” has the meaning assigned under the Data Protection Laws.
“Controller”, “Processor”, and “Data Subject” shall have the meanings defined in Data Protection Laws.

22.2 Seller’s Data Processing Obligations

If Seller receives Personal Data from or on behalf of AEY Precision, Seller shall act as a Processor, and AEY Precision shall remain the Controller of such Personal Data.

The nature and purpose of data processing, types of Personal Data, categories of Data Subjects, and duration of processing shall be specified in:
- The purchase order.
- A separate written agreement signed by an authorized representative of AEY Precision.
- Absent such documentation, the processing shall be limited to what is necessary for contract performance and commercial relationship development within the limits set by Data Protection Laws.

22.3 Compliance with Data Protection Laws

Seller shall:

Process Personal Data solely for the purpose of performing its obligations under the Agreement and in accordance with AEY Precision’s written instructions, unless otherwise required by law.
Implement appropriate technical and organizational measures to ensure a level of security appropriate to the risks to individuals from:
- Accidental or unlawful destruction, loss, or alteration of Personal Data.
- Unauthorized disclosure or access to Personal Data.
Ensure that all personnel authorized to process Personal Data are bound by strict confidentiality obligations.
Not transfer Personal Data to any third party or outside the country without:
- AEY Precision’s prior written consent.
- Implementation of appropriate security measures.
Not engage sub-processors without:
- Prior written approval from AEY Precision.
- A contract imposing equivalent data protection obligations on the sub-processor.
Remain fully liable for the actions of any sub-processors.
Assist AEY Precision in responding to Data Subject requests or regulatory inquiries.
Allow audits by AEY Precision to verify compliance with Data Protection Laws.
Immediately notify AEY Precision of any data breach or unauthorized access and follow AEY Precision’s instructions for remediation.
Upon termination of the Agreement, delete or return all Personal Data unless retention is required by law.

23. Other Rights and Remedies

Seller acknowledges that any breach of this Agreement could cause irreparable harm to AEY Precision, for which monetary damages may be inadequate.
AEY Precision shall be entitled to seek injunctive relief or specific performance in addition to any other legal or equitable remedies.
AEY Precision may seek an injunction (temporary or permanent) from any competent court, without needing to file or post a bond or surety.
AEY Precision’s rights and remedies under the Agreement are cumulative and in addition to any other available legal or equitable remedies.

24. Miscellaneous

24.1 Interpretation

The words “such as”, “include”, and “including” shall be interpreted as “without limitation”, unless clearly stated otherwise.

24.2 Assignment

Seller may not assign its rights or obligations under the Agreement without prior written consent from AEY Precision. Any attempted assignment without consent shall be void.
AEY Precision may assign its rights:
- To its affiliates without restriction.
- To a third party in connection with a sale of all or part of its business.

24.3 Severability

If any provision of the Agreement is found to be unenforceable, the remaining provisions shall remain in effect.
The unenforceable provision shall be replaced with a valid provision that best reflects the original intent.

24.4 Survival

Certain provisions shall survive the termination or expiration of the Agreement, including:
- Section 6 (Property of AEY Precision).
- Section 10 (Warranties).
- Section 11 (Intellectual Property).
- Section 12 (Indemnification).
- Section 13 (Insurance).
- Section 14 (Confidentiality).
- Section 19 (International Trade and Customs).

24.5 Governing Law & Dispute Resolution

The Agreement shall be governed by and interpreted in accordance with the laws of the Republic of India, without reference to its conflict of laws rules.
The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

24.6 Arbitration

The parties shall attempt to resolve all disputes amicably through negotiations.
If a dispute is not resolved within 30 days, either party may submit it for final settlement by arbitration under the (Indian) Arbitration and Conciliation Act, 1996.
The arbitration tribunal shall consist of three arbitrators:
- One arbitrator appointed by each party.
- A third arbitrator jointly appointed by the first two arbitrators.
The seat of arbitration shall be New Delhi, India, and the language of arbitration shall be English.
All disputes shall be subject to the exclusive jurisdiction of the courts in New Delhi, India.

24.7 Independent Contractors

This Agreement does not create any agency, partnership, joint venture, or employment relationship between AEY Precision and Seller.
Seller has no authority to bind AEY Precision or act on its behalf.

24.8 Approvals & Translations

Any reference to AEY Precision’s “consent” or “approval” refers to the approval of a duly authorized representative of AEY Precision.
If AEY Precision provides translated versions of the Agreement, the English version shall prevail in case of any discrepancies.

24.9 Publicity & Use of AEY Precision’s Name

Seller shall not advertise, publish, or publicly disclose its relationship with AEY Precision without prior written consent.
Seller shall not use AEY Precision’s trademarks, logos, or trade names in any marketing materials without express written approval.

Final Notes

This document represents the comprehensive and legally compliant Terms and Conditions of Purchase – India for AEY Precision Private Limited, ensuring adherence to industry best practices and local legal requirements.

25. Environmental Compliance

Seller warrants that all Products and Services provided under this Agreement shall comply with all applicable environmental laws and regulations.
Seller shall ensure proper handling, transport, storage, disposal, and release of any substances used in manufacturing, in accordance with the highest applicable environmental standards.
AEY Precision reserves the right to audit Seller’s facilities and operations to verify compliance with environmental regulations.
Non-compliance may result in immediate termination of the Agreement and may make Seller liable for cleanup costs and other damages.

26. Technology and Cybersecurity

Seller shall implement industry-standard cybersecurity measures to protect:
- Data related to AEY Precision.
- Information systems and networks involved in the provision of Products and Services.
- Against unauthorized access, use, disclosure, disruption, modification, or destruction.
In the event of a cybersecurity breach affecting AEY Precision’s data or operations:
- Seller must immediately notify AEY Precision.
- Seller shall bear all costs associated with remedial actions, including:
  - Data recovery.
  - System repairs.
  - Notification and compliance with applicable laws.

27. Training Requirements

Seller shall ensure that all employees, agents, or subcontractors involved in the delivery of Products or Services receive adequate training related to:
- AEY Precision’s operational requirements.
- Compliance obligations under applicable laws.
AEY Precision may request records of training and may also require additional training programs at Seller’s expense, if deemed necessary.

28. Continuous Improvement

Seller commits to continuous improvement in the quality, efficiency, and cost-effectiveness of the Products and Services supplied under this Agreement.
Seller agrees to participate in AEY Precision’s supplier development programs focused on:
- Enhancing product and service quality.
- Cost reduction through process improvements.
- Innovation and value engineering initiatives.

29. Right of First Refusal

If Seller develops new products or services related to or derived from the Products or Services supplied under this Agreement, AEY Precision shall have a Right of First Refusal (ROFR) to purchase such new offerings.
Seller must provide AEY Precision with detailed information about such new products or services and offer AEY Precision the opportunity to negotiate a purchase before offering them to third parties.

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