Only the Purchase Order issued by Zifo, and duly signed, is valid order for supply.

Absence of communication to Zifo Vendor Management Team (ap@zifornd.com) about any of these terms & conditions within 7 days from receipt of this order will constitute acceptance by the supplier. The supply of goods as per this order will constitute supplier's acceptance of the terms & conditions of the order. These terms and conditions shall override any terms and conditions issued by supplier with his proposal, unless specifically agreed by Zifo in writing.

Any terms and conditions rescinding, adding to or altering the terms of the Purchase Order subsequently shall always be in writing. All such additions, alterations or deletions shall be deemed to be incorporated herein and made part of the Purchase Order.

In the event of any breach of these terms and conditions on the part of the Supplier, the Supplier agrees to compensate to us in such manner as may be reasonably determined.

The Supplier shall not assign the Purchase Order to any other party.

The Supplier is forbidden to offer any commission, brokerage or other gratification to any of our employees. This Purchase Order shall be governed and construed in accordance with the laws of India.

It is agreed that any dispute arising in respect of this Purchase Order shall be decided by a competent Court in Chennai and shall be subject to the jurisdiction of Chennai Courts only.

All materials ordered herein are to be supplied, carriage paid to the receiving address as specified in the Purchase Order, before 4 p.m. on working days. No charges for packing, boxing or carting will be accepted unless authorized by this Purchase Order. The goods are not to be insured for transit risk unless otherwise authorized by us.

The services to be rendered at designated place only and shall be as per agreed conditions mentioned therein.

Material shall be received (subject to inspection & approval) only if they are as per the agreed description, specification, as per latest approved samples and packing.

The delivery challan, invoice/ bills should indicate our Order No. and date and should be submitted in DUPLICATE, failing which the deliveries are likely to be refused or payment delayed.

The goods delivered after date specified in PO may be refused for acceptance and no payment shall be made for such rejected goods/services. The company reserves right of applying penalty for late delivery.

Goods delivered in excess of the quantities ordered will be accepted as per discretion of Zifo and all charges resulting from such delivery will be held at the supplier's risk and must be removed by the Supplier entirely at his expense.

Rejected goods shall be held at the Supplier's risk and must be removed by the Supplier entirely at his expense within seven days of our intimation and / or receipt of our rejection memo. We should be given disposal advice by the supplier; else we shall be free to dispose the goods after the due date & shall not be liable to compensate the supplier for any losses.

Rejected goods bearing our trademark or emblems etc. would not be returned to the Supplier and would be destroyed at our end to avoid misuse.

We reserve the right to cancel the PO if the service is deficient w.r.t agreed quality or specification. In such case, the payment shall be made on pro rata basis for the accepted part.

We reserve the right to cancel or defer this Purchase Order or any part thereof during business interruption due to fire, flood, riot, 'force majeure' or from any other cause or causes beyond our control or from any changes in govt. rules / statutes.

All items manufactured by the Supplier according to our blueprints, drawings, designs, manufacturing data, specifications or information pertaining thereto furnished to the Supplier by us, shall not be utilized by the Supplier or anyone on his behalf for sale, manufacture or for any other purpose save as agreed by us in writing. All blueprints, drawings, designs, prototypes, blocks, etc. entrusted by us to the Supplier against our specific order/s shall be our property and are returnable to us on demand.

We reserve the right at any time to make changes in drawings or specifications of the materials and /or work covered by this Purchase Order. In such event if any increase or decrease is caused in the cost of production, the price mentioned in this Purchase Order shall be equitably adjusted.

The Supplier shall be responsible for compliance with all applicable laws, rules, regulations, central and/ or local, during performance of this Purchase Order and shall keep us indemnified against any liability on account of non-compliance.

Any online print rejections which bear Zifo name, logo, product name, which is produced during the course of production/printing, shall not be disposed as scrap without defacing the company name, logo & product name. No such printed material shall be disposed in public place.

Our authorized representatives shall be allowed to inspect the material ordered at any stage of their manufacture.

Bills to be submitted directly to the Accounts Payable dept (ap@zifornd.com) over an email with PDF copy as attachment.

Bills must quote the Purchase Order reference number to be accepted for processing.

Bill to be submitted to Zifo only after delivery of goods / completion of services/ as agreed with the Business Owner in Zifo

All bills submitted in line with our guidelines will be processed as per the agreed payment terms with vendor.

Supplier/Contractor represents and warrants that neither it nor any of Supplier/ Contractor's personnel are officials, agents, representatives or employees of any government or political party or any international public organization where you/they may be in a position of official government authority able to use that position to help Supplier/ Contractor obtain or maintain business or obtain a business advantage.

Supplier/ Contractor further represents and warrants that it has not made and agree that it shall not make any payment or any offer or promise for payment, either directly or indirectly, of money or other assets, or transfer anything of value, to government or political party officials, officials of international organizations, candidates for public office, or representatives of other businesses or persons acting on behalf of any of the foregoing for the purpose of influencing decisions or actions or where such payment or advantage would constitute violation of any applicable anti-bribery legislation, regulations and/or codes, both Local and State and/or national and foreign, including but not limited to the US Foreign Corrupt Practices Act and the UK Bribery Act (hereinafter and above designated by "Antibribery Provisions").

Supplier/ Contractor further represents and warrants that it has not accepted nor been offered any payment of money or other assets, or anything of value, for the purpose of influencing decisions or actions to help Supplier/ Contractor obtain or maintain business or obtain a business advantage where such payment or advantage would constitute violation of any applicable Anti-Bribery Provisions.

Supplier/Contractor warrants that, to the best of its knowledge, it does not have, and is not likely to have, a conflict of interest in the performance of this Agreement.

If a conflict or risk of conflict of interest arises during the term of this PO/ Agreement, Supplier/Contractor shall immediately give notice of the conflict of interest, or the risk of it, to Zifo.

Supplier/ Contractor must:

• take all reasonable measures to ensure that its employees, agents, and subcontractors do not engage in any activity or obtain any interest which is in conflict with Supplier/ Contractor's ability to provide the services to Zifo fairly and independently; and

• Immediately give notice of any Supplier/conflict of interest relating to the activities or interests of any of its employees, agents, or sub-contractors to Zifo.

Upon receipt of such notice or upon Zifo otherwise identifying a conflict of interest, Zifo may elect to terminate this PO/ Agreement.

If the work is done through a permanent establishment/business connection in India then appropriate withholding tax will be deducted when making the payment the PO.

Tax Certificate can be provided upon request for taxes withheld.

The payment shall be made by cheque/bank transfer & dispatched/credited to supplier's address/bank account (no hand delivery) OF PURCHASE ORDER