Standard Terms & Conditions

STANDARD TERMS & CONDITIONS

Rev 1 June 2007

Definition: The reference to the term 'GE entity' shall mean and include "Wipro GE Healthcare Private Limited, GE Medical Systems India Private Limited and GE BE Private Limited. The reference to the term, "Buyer" shall mean and include the GE entity, who's name appears on the face of the enclosed Purchase Order( "PO") and having its registered office at the address mentioned in the PO. The term "supplier" shall mean and include the person/firm or company to whom the Buyer's PO is issued is hereafter termed as the "Supplier". The Buyer will not be responsible for any goods delivered without a PO. 1. Delivery: Time is the essence of this order. In the event of Supplier's failure to deliver as & when specified, Buyer may return part or all of any shipments/service made, and may charge the Supplier with any loss or expense sustained as a result of such failure to deliver as and when specified. 2. Delivery Documents: Complete delivery documents should be sent to the Buyer without loss of time so as to avoid demurrage. Any demurrage paid due to late receipt of document will be to Supplier's account. Delivery documents must have Buyers purchase order number, Buyer contact name as mentioned on the purchase order. 3. Quality: If the Buyer finds that the material supplied/service rendered is not of the ordered quality or not according to the specification required by the Buyer, or received in damage or broken condition, the Buyer will be entitled to reject the same or claim appropriate compensation from the Supplier. Where no standard is specified, supplies must be made to India/International standard or established commercial standards. 4. The Buyer reserves the right to inspect the part/service at any stage of manufacturing process and the Supplier shall allow free access to the Buyer's or its authorized representative and extend all facilities for carrying out the inspection. 5. The Buyer may adopt any means to satisfy himself that the part/service is in accordance with the Test Certificate provided. In case no Test Certificate is available the part will be tested by Buyer. Wherever the part/service is not as per specification the same will be liable for rejection. Cost of pieces actually used for testing purpose will be to the Suppliers account. The Buyer is free to rectify any minor defect on the part and debit the cost of such rectification to the Supplier. 6. For inspection, verification arrangements at the supplier's premise and method of product release, refer PMQR (Purchased Material Quality requirements). 7. Payment is made for the net quantity of the parts/service received by the Buyer. Weight and measurement as ascertained at the Buyer's premises will only be treated as correct and final, irrespective of what is indicated in the Supplier's invoice and Delivery challan. If the parts delivered are found in excess of the ordered quantity, the Buyer shall be entitled to reject the same. 8. All rejected parts shall be stored by the Buyer at Supplier's risk for a period of 15 days from the date of such information to the Supplier and the Supplier shall arrange for the disposal of the same at his cost. 9. Payment except where otherwise stated on the face of this order will be made within 75 days of delivery of parts/service and on receipt of all documents and subject to acceptance of the parts/service. All bank charges including any interest on account of delays beyond Buyer's control will be to the Supplier's account if the documents are negotiated through a Bank. 10. Goods dispatched either by VPP or documents presented through Bank will not be accepted unless it is specifically mentioned in this order. Payment if any made prior to the Buyer's inspection does not consume the acceptance thereof. Any advance made, shall distinctly be shown on the invoice. 11. The Supplier will necessarily have to intimate Buyer of any changes made in the process or parts used to make our final product. Only on written confirmation from the Buyer of acceptance to this change, will the Supplier implement the changes in the product shipped out to Buyer. 12. Set-off: We may set-off any amount owed to us from the supplier or any of your affiliates against any amount payable at any time by us to you. 13. Warranty: Supplier warrants that the items/service (1) confirm to our specifications and unless otherwise stated in specifications are new items containing, if applicable, new component parts, (2) are free from all claims by third parties including intellectual property claims and (3) will be free from defects in material and workmanship until the earlier of 18 months from delivery to us or 12 months from delivery to our Customer. 14. Designs/Drawings: All items manufactured by Supplier, according to Buyer's drawings, designs, specifications or information pertaining thereto received by Supplier from Buyer or from any other source shall be our property, and shall not be utilized by Supplier or anyone for the purpose of sale, manufacture or any other purpose, other than for the purpose of this Purchase Order, same as herein provided. 15. Intellectual Property Rights Indemnity: The Seller warrants that the Product/s shall be delivered free of any claim of third parties for infringement of any intellectual property rights, patent or copyright in whatsoever manner. At any time after the Seller becomes aware of any such claim, the Seller may procure for the Buyer the right to continue to use the Product, or any portion thereof. 16. In the event of any article sold and delivered hereunder is covered by any patent, copyright or application thereof, the Supplier shall indemnify the Buyer from any and all losses/cost of expense on account of any and all claims, suit or judgments on account of the use of sale of such article in violation of the rights under such patent copyright or application. 17. Trademarks & Trade names: The Seller agrees that it will not, without the prior written consent of the Buyer in each instance: use the name, trade name, trademark, trade device, service mark, logo, symbol or any abbreviation, contraction or simulation thereof, owned by the Buyer or by companies of the General Electric group in any advertising, marketing, promotional materials, publicity, client list, press release, case studies, references, Internet posting, or otherwise. The Buyer however, authorizes the Seller to list General Electric Company (GE) or General Electric Healthcare (GEHC) as a customer in the Seller's customer’s reference list. This authorization does not apply to the use of the Buyer's logo or, symbol, which is subject to the prior written consent of the Buyer. 18. Compliance with Law: Supplier shall comply with all applicable laws and regulations in delivering Products/services or other items listed in this Purchase Order, including but not limited to applicable provisions of Central or State revenue laws, the Child Labour (Prohibition and Regulation) Act, 1986 and the Environmental Protection Act, 1986, and shall obtain all regulatory approvals for Products/services produced or sold by Supplier and shall maintain, at its own expense, all necessary certifications, approvals, licenses, and/or listings as may be required. 19. The Supplier further warrants that the Products/services comply with all acceptable safety standards and complies with applicable environment, health and safety laws. The Supplier further warrants, without diluting the generality of the foregoing, to follow and implement scrupulously all laws, directives, guidelines, protocols and/or measures/steps on, and to ensure, respectively, proper and safe solid and liquid waste disposal, empty and contaminated container handling, waste water treatment and disposal, air emissions and/or worker health protection in its premises/facilities, and implement effective measures for fire and smoke detection and protection to ensure a high degree of safety for any volatile/organic/ flammable or combustible material stored on the Supplier's premises/facilities. 20. Our Information: You agree to keep confidential any materials or information furnished by us to you. You will not disclose or use, directly or indirectly, such materials or information for any purpose other than the purposes of this Purchase Order. You will return to us, at your expense, all such materials and information upon completion of work, termination of this Purchase Order or our request. 21. Remedies: The rights and remedies herein are cumulative and in addition to all other rights and remedies available at law or in equity. 22. Assignment: You may not assign any right or delegate any duty hereunder without our prior written consent. Any attempted assignment or delegation by you will be void. 23. Independent Contractor: You will be considered an independent contractor for all purposes, and shall not be deemed to be our agent, employee or subcontractor under any circumstance. 24. Business Practices: Supplier acknowledges the receipt of General Electric Company's "Integrity Policies: The Spirit & The Letter of Our Commitment". Supplier will ensure that their directors, employees and agents comply with the policies applicable to them including Policies 20.4, 20.5, 20.9 and 30.5, in carrying out their responsibilities under this transaction. In particular Supplier will not pay, offer or promise to pay or allow the payment directly or indirectly of any money or anything of value to (a) any person or firm employed by or acting for or on behalf of any End User, whether private or governmental or (b) any government official or employee or any political party or candidate for political office, for the purpose of inducing or rewarding any favorable action by an End User in any commercial transaction or in any governmental matter or by a governmental authority of office. 25. Dispute: Any dispute regarding the contract shall be deemed to have arisen in Bangalore and only competent court in Bangalore will have jurisdiction. Buyer may at any time insist upon strict compliance with these terms and conditions, notwithstanding any previous custom, practice of course of dealing to the contrary. 26. GE shall terminate this Agreement with immediate effect without notice or payment in lieu thereof (notice period) in the event of any violation of the policies of GE by the supplier as mentioned in the booklet “Integrity: The Spirit and The Letter of Our Commitment”. Supplier acknowledges the receipt of the above booklet and has understood the various policies. 27. GE shall at its sole discretion have the option of terminating this Agreement without notice or payment in lieu thereof in the event the supplier commits any breach of the terms and conditions or the work is unsatisfactory or the employees of supplier are negligent or commit acts of omission or commission in breach of the law or policies of the buyer or there is non compliance under the statutory legal requirements, provided GE has given two weeks time to the supplier informing of the breach, negligence, etc and asking the supplier to rectify the above and the same remains un-rectified. 28. Supplier shall comply with all laws and regulations of the land including, without limitation, all policies and regulations of GE governing (a) labor/employees, (b) environmental safety, (c) product and health safety, (d) Security and, (e) Spirit & Letter of Integrity. GE shall in the event of any violation of these policies, have the option at its sole discretion to terminate this agreement with immediate effect without notice or payment in lieu thereof. (Termination can be effected after giving a 15 days notice period to Deputies). 29. Supplier shall train its employees, at its own costs in all GE Integrity and GE EHS Policies, including GE Contractor Health and Safety Rules and shall ensure to submit training details, duly signed, as per the GE format. 30. In the event any employee of the Supplier is negligent in performing their duty or their willful acts of omission or commission results in and/or any loss, damage to the property or injury (including death) to persons, the Supplier shall compensate GE or claimant for such loss or damages or injury caused and Supplier agrees to indemnify and hold harmless GE in this regard. 31. GE further acknowledges that this Agreement is subject to all applicable import, export control and sanctions laws, regulations, orders and requirements including but not restricted to US sanctions, US Export Administrative Regulations, OFAC and all other applicable laws as they may be amended from time to time. In case any of the aforesaid restrictions/sanctions apply to GE, Supplier shall not be held responsible or liable under any circumstances whatsoever, for failure to provide the products as a consequence of such restrictions or sanctions. 32. All Equipments being supplied to GE Healthcare to have Lock out Tag out provision. Additional Terms and Conditions for Chemical purchase only 1. The Supplier shall ensure to supply products having not less than three months of shelf life from the date of receipt of the product at GE. 2. The Supplier shall supply and deliver the Product to GE only in appropriate and duly approved containers prescribed by the original manufacturer of the Product. In case this information in not available from the Manufacturer; the Supplier will follow GE’s instructions for type of containers that can be used. The container shall be labeled appropriately with Hazard warnings, identity of chemical, name and address of the chemical manufacturer, importer or other responsible party. 3. Supplier shall ensure that the Product is shipped and stored in a safe and hygienic environment and strictly following the norms and procedures prescribed by the original manufacturer. 4. Supplier understands that GE reserves the right to reject the shipment without any consequent claim of demand on GE, for any reason what so ever, which include but is not limited to the following: a) The shelf of the Product supplied is less than 3 months b) The product has passed its expiry date c) In the sole opinion of GE the Product is not suitable for use for the purpose for which it was intended for purchase. d) If, in the sole opinion of GE, the Product was not shipped in accordance with the procedure stipulated by the manufacturer or the packaging of the Product is tampered with, worn out or damaged. e) If the Product is not shipped in the appropriate container prescribed by the manufacturer. f) If the labeling is not in accordance with the standards and rules prescribed by law. 5. Supplier shall make available Material Safety Data Sheets (MSDS), quality and conformance certificates in respect of the Product and the same shall be made available to GE forthwith upon request. In the event of a conflict between the terms contained herein and Standard terms and condition, the terms contained herein shall supercede.

Order Number 2800029894

Order Date 03-SEP-09

Release

Revision 000

Page 2 of 3

Mark all packages, packing lists, correspondence, and invoices, with the GE Item Identifier and Order Number. A packing list must accompany each shipment.

GEHC SSP Purchase Order QR 862

PO Format/Rev.NO :

Purchaser GE BE Private Limited, a GE Healthcare business GSL Code:

S H I P

954686101

SREE VISHNU MAGNETICS PRIVATE LTD BLOCK II SIDCO ELECTRONICS COMPLEX GUINDY IND ESTATE

S U P P L I E R

T O

CHENNAI, TN 600032 India Contact Name: Fax: Phone: Email:

PRASAD, RAM 8,0119144-22321859 (01191) 4422316104 [email protected]

Requistion No. Currency INR

B I L L

GE BE PVT LTD. 60, EXPORT PROMOTION INDUSTRIAL PARK WHITEFIELD Bangalore, 560 066 Karnataka, India

T O

Buyer Name

Requestor Name

Organization/CC

FOB Terms

Payment Terms Net 75

Title Passage Buyer's Dock

Jessy, J [email protected]

1800034241

GE Healthcare See Body Below

Balan, Saravana [email protected]

ISS Tanks GEBEL

DEAR SIR, WE ARE PLEASED TO RELEASE PURCHASE ORDER FOR FOLLOWING ITEMS AS PER THE TERMS AND CONDITIONS MENTIONED HEREIN AND IN ANNEXURES. PLEASE SEND US ORDER ACCEPTANCE IMMEDIATELY BY SIGNNING ON THE COPY OF THIS PO BY FAX OR EMAIL TRANSMISSION.

Item #

1

Quantity

865

U/M

GE Item Identifier/Description

Each

2184535-3

2

1989.3

Each

2266172 - LOT 1

3

1639.3

Each

2266172 - LOT 2

4

1601.5

Each

2266172 - LOT 3

5

1583.3

Each

2266172 - LOT 4

6

2897.2

Each

2266172 - LOT 5

7

837.75

Each

2303803

Unit Price

Extended Price

Due Date

2.0

1730.00 16-SEP-09 0 Qty Recd Tax Amount is ZERO 1.0

1989.30 16-SEP-09 0 Qty Recd Tax Amount is ZERO 1.0

1639.30 16-SEP-09 0 Qty Recd Tax Amount is ZERO 1.0

1601.50 16-SEP-09 0 Qty Recd Tax Amount is ZERO 1.0

1583.30 16-SEP-09 0 Qty Recd Tax Amount is ZERO 1.0

2897.20 16-SEP-09 0 Qty Recd Tax Amount is ZERO 1.0

837.75 16-SEP-09 0 Qty Recd Tax Amount is ZERO

NON-INDIA BASED SUPPLIERS: "THE MATERIAL MUST BE DISPATCHED BY OUR NOMINATED FREIGHT FORWARDER ONLY, PLEASE DON'T SEND THE MATERIAL THROUGH COURIER OR OTHER FREIGHT FORWARDERS" I MPORTANT NOTE: 1. PLEASE SEND YOUR INSPECTION REPORT (IF APPLICABLE) ALONG WITH EACH SUPPLY. 2. PLEASE OBTAIN CONFIRMATION FROM US IN CASE OF ANY CHANGES IN YOUR PRODUCT DESIGN BEFORE SHIPMENT. 3. SEE ADDITIONAL TERMS AND CONDITIONS ON THE FIRST PAGE. 4. ALL IMPORTANT SHIPMENTS LANDING INTO INDIA ON OR AFTER 1'st JUNE 2004 HAVING ITS PACKAGING MADE OF WOOD NEED TO BE EITHER FUMIGATED OR HEAT TREATED AND BE ACCOMPANIED BY A PHYTOSANITARY CERTIFICATE

This order expressly limits acceptance to the terms stated on the attached Purchase Order supplement. Any additions or different terms whether or not materially different set forth in any communication from the seller are objected to and are hereby rejected. This is a computer generated form and does not require any signature. The terms of this PO shall be deemed to be binding on the parties only after its acceptance by the receiving party by raising a signed invoice for the same. Note for Local Supplies: TIN No :29090049287 CST No : 1045325-8 KST No : 1040325-5

Note for Imported Supplies: The Goods are NOT covered under the NEGATIVE list of imports 2002-2007

Sub Total :

23047.25

Grand Total : 23047.25 Grand Total in Words : RUPEES TWENTY-THREE THOUSAND FORTY-SEVEN ONLY

Order Number 2800029894

Order Date 03-SEP-09

Release

Revision 000

Page 3 of 3

Mark all packages, packing lists, correspondence, and invoices, with the GE Item Identifier and Order Number. A packing list must accompany each shipment.

GEHC SSP Purchase Order QR 862

PO Format/Rev.NO :

Purchaser GE BE Private Limited, a GE Healthcare business GSL Code:

S H I P

954686101

SREE VISHNU MAGNETICS PRIVATE LTD BLOCK II SIDCO ELECTRONICS COMPLEX GUINDY IND ESTATE

S U P P L I E R

T O

CHENNAI, TN 600032 India Contact Name: Fax: Phone: Email:

PRASAD, RAM 8,0119144-22321859 (01191) 4422316104 [email protected]

Requistion No. Currency INR

B I L L

GE BE PVT LTD. 60, EXPORT PROMOTION INDUSTRIAL PARK WHITEFIELD Bangalore, 560 066 Karnataka, India

T O

Buyer Name

Requestor Name

Organization/CC

FOB Terms

Payment Terms Net 75

Title Passage Buyer's Dock

Jessy, J [email protected]

1800034241

GE Healthcare See Body Below

Balan, Saravana [email protected]

ISS Tanks GEBEL

DEAR SIR, WE ARE PLEASED TO RELEASE PURCHASE ORDER FOR FOLLOWING ITEMS AS PER THE TERMS AND CONDITIONS MENTIONED HEREIN AND IN ANNEXURES. PLEASE SEND US ORDER ACCEPTANCE IMMEDIATELY BY SIGNNING ON THE COPY OF THIS PO BY FAX OR EMAIL TRANSMISSION.

Item #

Quantity

U/M

GE Item Identifier/Description

Unit Price

Extended Price

Due Date

Tax Amount is ZERO 8

1739.4

Each

2356369

9

1294.2

Each

2356370

10

894.75

Each

2395891

11

971.85

Each

2396176 - LOT 1

12

1413.7

Each

2396176 - LOT 2

1.0

1739.40 16-SEP-09 0 Qty Recd Tax Amount is ZERO 3.0

3882.60 16-SEP-09 0 Qty Recd Tax Amount is ZERO 2.0

1789.50 16-SEP-09 0 Qty Recd Tax Amount is ZERO 2.0

1943.70 16-SEP-09 0 Qty Recd Tax Amount is ZERO 1413.70 16-SEP-09 0 Qty Recd Tax Amount is ZERO

DELIVER TO: GE BE Private Limited No 60 Export Promotion Industrial Park Whitefield,Bangalore, 560066 India

1.0