VENDOR TERMS OF BUSINESS

Vendors must adhere to the following code of conduct at all times.

1. (Anti-Corruption)Vendor agrees to comply with all applicable anticorruption laws and the Vendor also agrees that it will not pay or give, offer or promise to pay or give, or authorize the promise, payment or giving directly or indirectly of any monies or anything of value to anyone, including but not limited to, any person or firm employed by or acting for or on behalf of any governmental customer, any government official or employee, any employee of state-owned or state-sponsored entities, any political party, any employee of any political party, any members or royal or ruling families, or any candidate for political office to corruptly (i) influence any official act or decision; (ii) secure any improper advantage; (iii) obtain or retain business, or to direct business to any person or entity, or (iv) for the purpose of inducing or rewarding any favourable action in any matter related to the subject of these Terms and Conditions or the business of Timezone Entertainment Private Limited (Timezone). Vendor further agrees that any payments that Vendor makes to third parties in the conduct of Timezone’s business shall be supported by written, complete and accurate invoices that shall be maintained by Vendor for the duration of these Terms and Conditions and made available to Timezone for inspection upon its request, and Vendor agrees it will promptly report to Timezone any potential or actual violations of any anticorruption laws relating to these Terms and Conditions or the business of Timezone of which it obtains knowledge and cooperate in good faith with Timezone in investigating any such violation.

2. (Payments to Staff/Sub-Contractors and Compliance with Labour Legislations) The Vendor is responsible for compliance of all the applicable provisions of the following Statutes and the payment of all and any costs and liabilities associated with employment of its employees and/or its sub-contractors, who are deployed for rendering Services under these Terms and Conditions, including their salary, income tax, Central Provident Fund contributions, insurance, workmen's compensation, the Provident Fund and Miscellaneous Provisions Act, 1952, Employees State Insurance Act, 1948, Minimum Wages Act, 1948, Payments of Wages Act, 1936, Indian Stamp Act, 1899. Vendor shall also ensure compliance with the requirement of the Contract Labour (Regulation and Abolition) Act, 1970, the Child Labour (Prohibition and Regulation) Act, 1986 and any amendments thereof.

3. (Relationship of the Parties) It is agreed and understood by both the Parties herein that the relationship embodied in these Terms and Conditions is that of principal to principal basis and neither Party is, nor shall be deemed to be an agent or partner of the other. It is expressly agreed and understood that the Vendor is supplying the goods/performing the Services under these Terms and Conditions as an independent contractor for Timezone and the Vendor is neither an employee nor an agent of Timezone. At no time will the Vendor hold itself out as an employee of Timezone.

4. (Information and record keeping) Vendor shall: (i) where requested by Timezone, provide Timezone with such information as is reasonably required by Timezone to enable it to receive and make use of the Goods/Services; (ii) ensure that all information provided to Timezone is complete and accurate and consistent with all other information provided to Timezone; (iii) keep comprehensive records to evidence compliance with obligations, preserve these records for at least 3 years from creation (or longer if required by Applicable Law) and permit Timezone and its representatives (giving reasonable assistance where requested) to inspect and copy them; and (v) permit Timezone and its representatives to inspect relevant equipment, premises and to observe the performance of any Services. In each case, such provision of information, access or inspection shall: (i) be on reasonable notice; and (ii) be subject to reasonable arrangements to ensure that duties of confidentiality on the part of Vendor to their other clients and third parties are preserved.

5. (Risk) The Vendor shall bear all risk of loss or damage to any part of the goods or services to be provided to Timezone at all times until the delivery.

6. (Assignment) Vendor will not subcontract the Services, in whole or in part, without Timezone’s prior written approval. Vendor agrees to: (i) impose on Subcontractors obligations consistent with the terms of these Terms and Conditions, and (ii) ensure that Subcontractors comply with these Terms and Conditions. Vendor’s use of any subcontractor will not relieve, waive, or diminish any obligation which the Vendor has under these Terms and Conditions. Vendor is solely responsible for the acts or omissions of Subcontractors. In addition, Vendor is solely responsible for the payment of any compensation due or allegedly due to the Subcontractors, and Subcontractors may not seek payment (either directly or indirectly) from Timezone.

7. (Export Compliance) Vendor will not export, re-export, resell, ship, divert, or cause to be exported, re-exported, resold, shipped, or diverted directly or indirectly any regulated material, including technical data, to any country for which the Indian Government, any agency thereof, or any other sovereign government, requires an export license or other governmental approval without first obtaining such license or approval. Vendor will provide Timezone with all information that may be required to comply with all export laws, including applicable export control classification numbers, and documentation substantiating Indian and foreign regulatory approvals. Vendor will comply with the Indian export controls regulations and will obtain all export licenses that may be required before releasing export-controlled goods or services to its foreign national personnel, and ensure that none of its personnel working under these Terms and Conditions are identified on the Indian Government export exclusion lists.

·         Acceptance of Purchase Order. 

This purchase order constitutes an offer from Timezone Entertainment Private Limited (‘Buyer’) to the person or entity named as the recipient in the purchase order (‘Seller’) to acquire the goods or services identified in this purchase order (‘Deliverables’) on the terms, and subject to the conditions, set out herein. The terms and conditions stated in this purchase order shall become legally binding upon the acceptance of this purchase order by Seller by any expression of acceptance, or commencement of performance, whichever occurs first. Any terms and conditions proposed by Seller in acknowledging or accepting Buyer’s offer shall not be binding upon Buyer, and shall be void and of no effect, except to the extent expressly accepted in writing by Buyer’s authorized procurement representative(s).

·         Packing and Shipping. 

This clause 2 applies to goods only. Deliveries shall be made as specified in this purchase order without charge for packaging or storage unless otherwise agreed in writing by the Buyer. Buyer’s count or weight shall be conclusive. Seller shall not ship in advance of schedule or make partial shipments unless otherwise agreed in writing by Buyer. Risk in the goods shall be retained by Seller until delivery of the Deliverables at the delivery location specified in this purchase order.

•    Invoice.
All invoices should be sent with full particulars such as purchase order number and date, proper instructions and an E Way bill & E Invoice wherever applicable. Failure to comply with this will delay the settlement of payments.
Seller shall issue GST-compliant tax invoices as envisaged under GST Law, containing details such as Buyer’s GSTINs (as communicated), HSNs, tax, etc. as required under rule 46 of CGST Act, 2017. Further, such invoices must be captured by Seller in its outward supplies statements, i.e. GSTR1, in the month when the supply was made. The relevant tax on such invoices shall be duly deposited by the Seller with the government exchequer to enable Buyer to claim an input tax credit.
Any failure or mistake on the part of the Seller at the time of issuance of invoices or reporting in GSTR1 (GST returns) or while depositing the relevant tax may cause the Buyer to incur a loss or additional expense. Where the Buyer is denied, or suffers the reversal of, an input tax credit as a consequence of a failure or mistake on the part of the Seller, the Buyer shall be entitled to recover an amount equal to the denied or reversed input tax credit together with  any interest or penalty incurred in respect of that input tax credit from the Seller.

•    Warranty. 
Seller warrants that all Deliverables will: (a) conform to all applicable specifications, drawings, descriptions, and samples issued to or approved by the Buyer; (b) in the case of Deliverables that are goods, will be of new manufacture, good workmanship and materials; (c) will be free from any design defect, claim, encumbrance or lien; and (d) will be suitable for use by the Buyer and any customer of the Buyer for their intended purposes. Seller warrants that it has full title, right, power, and authority to enter into the contract comprising this purchase order and to perform its obligations under the purchase order. Seller warrants that Deliverables that are services shall be performed in a prompt, professional and workmanlike manner. If the Deliverables delivered under this purchase order do not conform with the warranties specified in this purchase order or other applicable warranties, Buyer may, at its option, return at Seller’s expense, the defective or nonconforming Deliverables for credit, refund or set-off, or require Seller to correct or replace, at no cost to Buyer, any defective or nonconforming Deliverables, including, without limitation, to re-perform any Deliverables that are services. Return shipping to the Buyer of corrected or replacement Deliverables shall be at the Seller’s expense. Buyer’s inspection, approval, acceptance, use of, or payment for all or any part of the Deliverables shall in no way affect its warranty rights. 

•    Inspection
The Deliverables may be inspected and/or tested by Buyer at any time, place, and stage of production or distribution, and if at Seller’s premises, Seller, without additional charge, shall provide all reasonable facilities and assistance required for safe and convenient inspection and testing. The foregoing shall not relieve Seller of its obligation to permit Buyer full and adequate inspection and testing away from Seller’s premises. Payment shall not constitute Buyer’s acceptance of the Deliverables nor impair Buyer’s right to inspect and/or test the Deliverables or exercise any of its remedies. Upon notice of rejection of defective Deliverables, risk of loss of such Deliverables shall be assumed by the Seller until redelivery, if any, to Buyer. Rejected Deliverables may be returned to Seller or held by Buyer, both at Seller’s risk and expense, subject to Seller’s disposal instructions.

•    Confidential Information
For the purposes of this clause, ‘Confidential Information’ includes any information relating to the business operations of the Buyer and its affiliates which is not in the public domain. Seller shall not use or disclose  any Confidential Information except to the extent necessary to fulfil its obligations under this purchase order. Seller shall at all times take reasonable steps to secure, and prevent any unauthorised use of, the Confidential Information. Any knowledge or information that Seller may disclose to Buyer in connection with the purchase of any of the Deliverables shall not, unless Buyer otherwise specifically agrees in writing, be deemed to be confidential information and shall be acquired free from any restriction as part of the consideration for this purchase order.

•    Compliance with Law
Each party shall comply with all applicable laws, including without limitation, government export control, privacy and data protection laws, and anti-bribery laws

•    Title
Title to each good, and to each product of any service, provided by the Seller to the Buyer pursuant to the terms of this purchase order vests in the Buyer with immediate effect on and from the time that the relevant good or product has been paid for by the Buyer in full.

•    Indemnities
Seller shall indemnify, defend and hold harmless Buyer, its affiliates, and their respective officers, directors, employees, consultants, and agents (the “Buyer Indemnified Parties“) from and against any claims, fines, losses, actions, damages, expenses, legal fees and all other liabilities brought against or incurred by the Buyer Indemnified Parties or any of them arising out of: (a) death, bodily injury, or loss or damage to real or tangible personal property resulting from the use of, or any actual or alleged defect in, the Deliverables, or from the failure of the Deliverables to comply with the warranties hereunder; (b) any claim that the Deliverables infringe or violate the intellectual property rights or other rights of any person; (c) any intentional, wrongful or negligent act or omission of Seller or any of its affiliates or subcontractors; (d) Seller’s breach of any of its obligations under this purchase order; or (e) any liens or encumbrances relating to any Deliverables.