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Conditions of Sale

General Conditions of Sales for Michelin Tyres

1. DEFINITION

The following words shall have the meanings in these Conditions unless the contrary intention appears: "Brands" means all brands and brand names, identifiers and symbols, registered or not registered and trademarks, used on or in connection with the Products owned by or licensed to Michelin or a Michelin Affiliate and which Michelin or a Michelin Affiliate has a right to sublicense. "Michelin" means the Michelin entity issuing this document. "Michelin Affiliate" means an entity directly or indirectly controlled or owned by, controlling or owning, or under the common control or ownership with Michelin. "Michelin Warranty" means the warranty offered by Michelin (and included with the Products) to end users that the Products, used in normal service, in accordance with Michelin recommendations and safety warnings (including the conditions set out in the paragraph "Disclaimer" below) are covered by a warranty against defects in workmanship, design and materials. Michelin Warranty is also available at the website www.michelin.in "Products" means products manufactured, sold, marketed, distributed by Michelin or a Michelin Affiliate. "Purchaser" means a person who purchases Products.

2. CONDITIONS OF SALE

These Conditions are the terms and conditions upon which Michelin will deal with and sell Products, insofar as these conditions have not been modified or varied by any other written agreement signed between the authorised representatives of both the Purchaser and Michelin. The placement of an order by the Purchaser will be deemed acceptance of these Conditions. Any reference to Incoterms shall mean the 2000 Incoterms of the International Chamber of Commerce.

3. ORDERS AND DELIVERY

3.1 Placement and Acceptance of Orders

The Purchaser shall place orders for Products in accordance with Michelin's procedures. The Purchaser agrees that each order placed is a representation by it that it is solvent and able to pay its debts as and when they fall due. Orders for Products are subject to acceptance by Michelin. Michelin may accept or reject orders in whole or in part. Michelin may suspend or cancel delivery of Products or refuse to accept orders if the Purchaser is overdue in making a payment, has reached its credit limit, if any contract between Michelin and the Purchaser has been breached, expired or terminated or the Purchaser is or may, in Michelin's opinion, become insolvent.

3.2 Delivery

The Products shall be delivered in accordance with the terms stipulated in the order. If there is a change in the place and/or time of delivery requested by the Purchaser, Michelin reserves the right to impose an administrative fee on the Purchaser.

3.3 Claims for Damage and Short Delivery

The Purchaser agrees to inspect the Products immediately on receipt and shall notify Michelin of any shortage or damage by annotating and signing the delivery/consignment note retained by the carrier, failing which the Purchaser shall not have any claims against Michelin.

3.4 Returns

The Purchaser may only return Products with the prior written consent of Michelin. Michelin will only credit returns if it receives the Products in their original condition.

3.5 Importation

Where importation is undertaken by the Purchaser, the Purchaser, shall be solely responsible for obtaining such clearance and authorisations concerning import, exchange controls or other formalities required for the importation of the Products in a timely manner and for the payment of all applicable duties, levies, tariffs or taxes and other expenses which are imposed on the importation or purchase of the Products.

4. PRICES & PAYMENT

4.1 Prices

The Purchaser must pay the current prices, as notified by Michelin, for the Products. The pricing of orders for Products which have not been delivered to the Purchaser before the effective date of a price change, (including freight and other charges included in Michelin's invoice) will be set at the new price. The Purchaser shall not setoff any amounts due and payable to Michelin with any sums which Michelin may have agreed to pay or grant the Purchaser. Michelin retains the right to set-off any sums owed by the Purchaser to Michelin against any unissued credits or adjustments or other amounts which Michelin has agreed to grant or pay to the Purchaser.

4.2 Credit Terms

Unless otherwise stated, all Products are sold on cash terms upon delivery. If Michelin provides credit to the Purchaser, the sale and payment for Products is subject to the prevailing credit terms of Michelin.

4.3 Taxes

To the extent that any supply made under or in connection with these Conditions is subject to any taxes imposed by the relevant tax/revenue authority, the consideration otherwise payable for that supply is grossed up or increased by an amount equal to that consideration multiplied by the rate at which these taxes are imposed in respect of the supply so that the net amount to be paid to Michelin will equal to the price or consideration for that supply which had been first quoted by Michelin.

4.4 Interest or overdue accounts

If the Purchaser does not pay to Michelin or a Michelin Affiliate, the full amount of any invoice by the due date on the invoice or any other amount owing by the due date for payment, the Purchaser must pay interest on those amounts from the date that the Products are delivered or the amount otherwise becomes payable to the date of payment in full, at the rate specified by Michelin. If there is no such specification, at the rate of 1.5 per cent per month compounded monthly. Interest may be accumulated and is payable at the end of each month.

5. RESALE & SAFE PRACTICES

5.1 Recommended Prices

Michelin may from time to time specify the recommended retail price for Products. The Purchaser is under no obligation to sell Products to its customers at the recommended retail price.

5.2 Inspection and Information to Customers if Purchaser is not End User

Prior to delivery of the Products to a customer, the Purchaser shall : ensure they are in a safe and appropriate condition; inform the customer of the correct operating and safety procedures for the Products, including the fitting and mounting of tyres; advise the customer to read relevant safety information and of the applicable Michelin Warranty. The Purchaser must comply with Michelin's technical and instruction manuals for tyre fitments.

5.3 Safety Warnings if the Purchaser is End User

Prior to fitting and mounting the Products on the Purchaser's vehicles, the Purchaser shall ensure that it has inspected and checked that the Products have not been damaged during transportation or storage and that the Purchaser has read and understand the correct operating and safety procedures for the Products. The Purchaser must comply with Michelin's technical and instruction manuals for tyre fitments.

5.4 Product Recall

The Purchaser shall comply with Michelin's product recall strategy and fully cooperate with Michelin in any product recall initiated by Michelin.

5.5 Re-export

Unless this is contrary to the applicable law, for reasons of safety and protection of end users, the Purchaser:

(1) shall not be involved in the re-export of Products from the country Michelin has designated the Products to be sold ("Territory"). Michelin may take such action necessary against the Purchaser for breach of this clause; and

(2) shall prohibit their customers (whether by contract or otherwise) from, directly or indirectly (whether via their sub-distributors, dealer network, wholesalers or otherwise), selling, re-selling or exporting the Products from the Territory (the "Prohibition"). The Purchaser shall set out this Prohibition in their invoices to their customers and enforce this Prohibition against their customers if requested by Michelin. If requested by Michelin, the Purchaser shall procure that its customers (and their sub-distributors, dealers, wholesalers or otherwise) execute direct undertakings to Michelin covenanting to comply with the Prohibition in a form accepted by Michelin. Where the prior consent of Michelin is required for the appointment of any sub-distributor, dealer or wholesaler by the Purchaser, this clause shall not be construed as such consent. Michelin reserves the right not to sell Products to Purchaser if the Purchaser is likely to resell them to end-users/sub-dealers located outside the Territory. Michelin reserves the right to ask for an end-customer identification mark or to see a bill from the dealer to the endcustomer in order to ensure that the Products are sold to an appropriate destination.

6. WARRANTIES AND PRODUCT LIABILITY

6.1 General Limitation

(1) To the extent permitted by law, the warranty contained in the Michelin Warranty is in lieu of all other warranties, obligations or liabilities on the part of Michelin or any Michelin Affiliate, either express or implied (including any implied warranty of merchantable quality, satisfactory quality or fitness for purpose) and all such warranties, obligations and liabilities on the part of Michelin or any Michelin Affiliate are excluded.

(2) To the extent permitted by law, the liability of Michelin or any Michelin Affiliate for a breach of a warranty or condition, either express or implied, is limited (at the option of Michelin or the Michelin Affiliate) to the repair or replacement of the relevant Products, the supply of products equivalent to the Products, or the cost of repairing or cost of acquiring products substitutable for the Products.

6.2 Treatment of Product Complaints

The Purchaser shall immediately notify Michelin of any complaints by any party relating to any product liability,property damage or personal injury arising out of or in relation to the use of any Products ("Product Complaints"). The Purchaser shall provide any additional information Michelin requires and fully cooperate in the defence of any such Product Complaints. In view of the high quality of the Products, the Purchaser shall not concede to any Product Complaints without the prior written consent of Michelin.

6.3 Purchaser Representation and Indemnity

The Purchaser shall not, on its own behalf or purporting on behalf of Michelin or any Michelin Affiliate, make any representation or give or purport to give any warranty or undertaking to any party pertaining to any aspect of the Products (including but not limited to its compatibility or performance or otherwise) which may be inconsistent with, differs from or is misleading or deceptive as to the Michelin Warranty in connection with the Products. The Purchaser indemnifies Michelin from all loss and damage arising out of any Product Complaints to the extent

that it relates to:

(1) the fitting, mounting and servicing of Products or grant of any warranty which exceeds or alters the Michelin Warranty, by the Purchaser or its sub-distributor, dealer or wholesaler; or

(2) any default, act or omission (whether negligent or otherwise) of the Purchaser or its sub-distributor, dealer or wholesaler.

6.4 Disclaimer

Without limiting conditions below, Michelin expressly disclaims responsibility and/or liability for any Products that

are:

(1) damaged by accident;

(2) fitted to or used on rims or wheels that do not comply with the existing and applicable industrial standard's specifications, or fitted or used in contravention of any law, or are used on wheels or rims that are out of alignment, damaged or rusty;

(3) improperly inflated or used with substitutes for air not recommended by Michelin, or are used to carry loads greater than, or used at speeds higher than the ratings marked on the tyre sidewalls or specified by the existing and applicable industrial standard;

(4) fitted to vehicles used in racing, towage, competitive trials and rallies, speed record attempts or for any other purpose which Michelin considers abnormal for that Product;

(5) bought second hand or blemished or are altered, retreaded, re-grooved, reprocessed or repaired in any way other than by or through a Michelin approved process;

(6) used with valves not recommended by Michelin or are used/fitted with under-sized or over-sized tubes or flaps;

(7) treated with any sealant (whether before or after damage to the tyre or tube); or

(8) fitted or used in breach of Michelin's conditions of use or technical specifications.

7. LIMITATION OF LIABILITY

Michelin and Michelin Affiliates are not liable for any loss or damage:

(1) arising in any manner including by reason of the negligence of Michelin, Michelin Affiliates, or any of their employees, agents or contractors;

(2) arising from any delay, failure or inability to supply or deliver Products; or

(3) any consequential, indirect, exemplary, incidental, special or punitive damages (including but not limited to lost revenue/income, loss of profit or loss of business advantage/opportunity) based on any claims in connection with the Products., Notwithstanding any terms in these Conditions and in the event that Michelin's liability cannot be excluded by law, the maximum liability of Michelin to any person under or in connection with any matter relating to this Agreement (whether in contract, tort, law, equity or otherwise) shall be limited to (to the fullest extent permitted by law) the repair or replacement of the relevant Products, the supply of Products equivalent to the Products, or the cost of repairing or replacing the Products of acquiring products equivalent to the Products.

8. TITLE & RISK

8.1 Title in Products

Title to the Products shall not pass to the Purchaser until Michelin receives from the Purchaser full payment of the purchase price and all other sums payable. Michelin will make the Products available to the Purchaser at the Michelin warehouse which will constitute delivery except where alternative arrangements are agreed. Until such time as the property in the Products passes to the Purchaser (provided that the Products have not been resold), the Purchaser shall hold the Products as Michelin's fiduciary agent and bailee, and shall keep the Products separate from those of the Purchaser and third parties and identified as the property of Michelin. Michelin may at any time require the Purchaser to deliver up the Products to Michelin and, if the Purchaser fails to do so forthwith, enter on any premises of the Purchaser or any third party where the Products are stored and repossess the Products until the equivalent value corresponding to the amount owed to Michelin are received by Michelin.

8.2 Risk

Unless otherwise stated, the risk with respect to Products passes to

9. BRANDS

9.1 Acknowledgement of Ownership

(1) The Purchaser acknowledges that Michelin or a Michelin Affiliate is the exclusive owner or licensee of each of the Brands and they have the right to control the use of the Brands.

(2) The Purchaser further acknowledges that Michelin or a Michelin Affiliate is the owner of copyright in any of the plans, designs, models, advertising materials or other documents provided by Michelin to the Purchaser.

9.2 Use of Brands

The Purchaser shall not advertise or trade or otherwise conduct its business or activities in a manner prejudicial to the reputation and image of the Brands or the Products.

9.3 Signages, Vehicles and Promotional Materials

In the event that the Purchaser has been granted written approval by Michelin to use the Brands on its signages, vehicles and promotional materials, such use shall be subject to the conditions of the Brands Licence Agreement, a copy of which is available upon request.

10. MISCELLANEOUS

10.1 Force Majeure

Michelin will not be responsible or liable to the Purchaser for any failure to perform any of its obligations under these Conditions if the failure results from circumstances beyond its reasonable control ("Force Majeure Event"). In such event, Michelin's obligations and responsibilities will be suspended until the Force Majeure Event subsides. Force Majeure Events include but is not limited to civil commotion, invasion, rebellion, hostilities, war, sabotage, terrorist act, hijack, natural disaster like flood, fire and other acts of God, changes in government regulations or services. Michelin will notify the Purchaser as soon as is practicable after the occurrence of a Force Majeure Event, and the Purchaser will not be entitled to rescind or cancel any order outstanding at the date of the notice.

10.2 Proper Law & Jurisdiction

These Conditions are to be construed solely in accordance with and governed by the laws of India. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts at Gurgaon, Haryana.

10.3 ANTI-CORRUPTION

Purchaser undertakes to refrain from (1) offering, promising or giving intentionally, and from (2) attempting and conspiring to offer, promise or give, any undue pecuniary or other advantage, whether directly or through intermediaries, to a public official, for that official or for a third party, in order that the official act or refrain from acting in relation to the performance of official duties, in order to obtain or retain business or other improper advantage in the conduct of business.

11. (a) The Purchaser must not purchase, sell or otherwise deal in the Products or products of Michelin Affiliates acquired from a person other than Michelin or a person authorised in writing by Michelin to sell the Products to the Purchaser.

(b) Without limiting clause 11 (a) the Purchaser undertakes that it will not be involved directly or indirectly (and will procure that none of its shareholders, directors, subsidiaries or affiliates will be so involved) in the parallel importation or other importation of Products or products of the Michelin or its Affiliates without the prior written consent of Michelin.

12. The Purchaser should seek the prior written approval of Michelin before to participating in any association or affiliation relating to purchase of tyre products

For any queries related to Michelin, please call us @0008000504300 between 9:00 AM to 6:00 PM (Monday to Saturday).

Corporate Address:

Michelin India Pvt Ltd. World Trade Center, 5th Floor, Tower 4, Dholepatil Farms Road, Opp. EON Free Zone, MIDC Knowledge Park, Kharadi, Pune, Maharashtra 411014, INDIA

Registered Office:

Michelin India Pvt Ltd, Shyamala Towers, 3rd Floor, 136, Arcot Road, Saligramam, Chennai - 600093

Tel : 044 6791 6302 Fax : 044 6791 7100

Michelin India Private Limited (Formerly known as Michelin India Tamilnadu Tyres Private Limited)

Company Identification number - U25119TN2009PTC071454