Wo For Roxtec

Ref: ENPI/GUJ/TELE/09/01 Date: 23.11.2009 To, Roxtec India Private Limited D65, Udyog Vihar, Phase V, Gurgaon – 122016 Kind Attn: Mr. Harish Tandon Sub: Purchase order for Supply of Roxtec make Multi-diameter Cable Lead-In for Etisalat Gujarat project Dear Sir, We refer to your offer (No. QO-2009-051A_Emerson_Etisalat) dt. 15 Oct 2009 and the negotiation we had with you, We are pleased to place our Purchase Order for supply of make Multi-diameter Cable Lead-In for Etisalat Gujarat project Work at a total basic cost of Rs. 60,400/- (Rupees Sixty thousand fore hundred only). Scope of work and Terms & conditions are as per annexure. 1. ANNEXURE I – Bill of Quantity & Commercial Terms and Condition 2. ANNEXURE II – Specification and Make of Material, GA Drawings Please acknowledge the receipt and send one copy of this order duly signed as a token of acceptance. Order Acceptance: It is Important that M/s. Roxtec India Private Limited. Accept/signs and return the Purchase Order copy within two days of receipt of PO else, it is considered as accepted unconditionally. Thanking You, Yours faithfully, For Emerson Network Power (India) Pvt. Ltd

Mr Divyesh Pancholi

ANNEXURE I PRICE TABLE & COMMERCIAL TERMS AND CONDITIONS

S.no 1.A

1.B

Item description Model KFO 6X2 Frame with Module for RF Cable Entry For 6X15/8”, 6 X 7/8” RF Cable and 30X1/2” Cable 1 Pcs 6X2 KFO frame 2 Pcs Roxtec Compression Wedge 6 Pcs of RM60 Roxtec Module 15/8 ” Cable) 6 Pcs of RM40 10-32 Roxtec Module (7/8” Cable) 15 Pcs of RM20W40 Roxtec Module (1/2” Feeder Cable) 10 Pcs of stay plates 2 Sachets of assembly Gel Spanner for tightening the compression unit bolt Sticker on Kit for making Hole Entry Installation Manual (Hindi, English) ComSeal16/6 for Electrical Cable Entry 3 Pcs of CM40 10-32 Roxtec Module (3X7/8” Cable) 2 Pcs of CM 20W40 Roxtec Module (4X1/2” Cable) 1 Sachets of assembly Gel Installation Manual

Unit

Basic Unit Price (INR)

Qty

Total Amount

Per Kit

13000

4

52000

Per Kit

2,100.00

4

8400

60400

1. Specifications: As per Etisalat specifications already available with you 2. Excise Duty Exclusive: Currently @8.24% (Cenvat Invoice to be provided) 3. Sales Tax Exclusive: Currently @2% against “C” form 4. Freight, Packing, forwarding and transit insurance is inclusive 5. Entry tax / Octroi if applicable shall be reimbursed to us on submission of required docs 6. Warranty: 12 months from the date of invoice. 7. Delivery At: Emerson Network Power (I) Pvt. Ltd. 205 – Sukhsagar complex, Nr Fotune Landmark Hotel, Usmanpura, Ashram Road, Ahmedabad – 380 013. 8. Despatch Documents: i. Invoice ii. Delivery Challan with packing list iii. GR/LR iv. Cenvat Invoice v. Test Certificates vi. Warranty Certificates

9. Road / Entry Permit will be arranged by us. 10. Delivery: Immediate 11. Payment terms: 100% within 60 days from the date of invoice

ANNEXURE II SPECIFICATION AND MAKE OF MATERIAL KFO 6X2 Frame with Module for RF Cable Entry For 6X15/8”, 6 X 7/8” RF Cable and 30X1/2” Cable 1 Pcs 6X2 KFO frame 2 Pcs Roxtec Compression Wedge 6 Pcs of RM60 Roxtec Module 15/8 ” Cable) 6 Pcs of RM40 10-32 Roxtec Module (7/8” Cable) 15 Pcs of RM20W40 Roxtec Module (1/2” Feeder Cable) 10 Pcs of stay plates 2 Sachets of assembly Gel Spanner for tightening the compression unit bolt Sticker on Kit for making Hole Entry Installation Manual (Hindi, English) ComSeal16/6 for Electrical Cable Entry 3 Pcs of CM40 10-32 Roxtec Module (3X7/8” Cable) 2 Pcs of CM 20W40 Roxtec Module (4X1/2” Cable) 1 Sachets of assembly Gel Installation Manual

ARTICLE 1 PROGRESS PAYMENT 1.1 Payment Terms: SUPPLY ORDER: 100% within 60 days from the date of invoice and on submission of following documents : Manufacture internal test certificate Polices of insurance covering all the risk during transit including third party liability.

ARTICLE 2 WARRANTEE 2.1 The warrantee shall be valid for a period of 12 months from the date of invoice. 2.2 During warrantee period, you shall repair/replace free of cost, any defective part/sub-system as directed by us. This

guarantee period shall be known as the defects liability period and shall be reckoned from the date of our taking over the project. Services of your personnel for such work during this period shall be free of cost. 2.3 If any defects are not remedied within the agreed time period, we may proceed to do so at your risk and expense without prejudice to any other rights.

ARTICLE 3 CONTRACT SUM 3.1 Emerson Network Power India Pvt Ltd, shall pay to M/s. Roxtec India Private Limited, in current funds for the supplier performance of the sum of INR 60,400/- inclusive of all material supply, all taxes, duties & levies, Loading Unloading, packing and insurance is inclusive in above prices, exclusive of ED & CST. The price break-up is per Annexure I attached. 3.2 You is deemed to have acquiesce to the fact that besides the prices explicitly documented in this order, there are no hidden costs whatsoever any changes arising at future date shall be to M/s.

Roxtec India Private Limited. 3.3 Both Emerson Network Power India Pvt Ltd, and You hereby commit themselves to complete fulfilment their respective obligations as mutually agreed so that notwithstanding any changes in the economic, financial, legal, war attack, natural awoke or other changes, as may materially alter such steps as would enable the successful completion of the project to the mutual satisfaction of both the parties. 3.4 Payment for the material supplied will be made as per the actual measurement at site for quantity of material utilised as per actual usage. All wastages will be in the suppliers account. 3.5 The prices shall remain firm throughout the period of contract.

ARTICLE 4 INSURANCE 4.1 You shall obtain comprehensive all risk insurance policies to cover damages/loss of property and persons as under: 4.2 Transit, storage at site and erection of the equipment-set/system in the scope of supply (full reinstatement value) against all risks, as well as any tools and tackles that you will use.

4.3 Your personnel and any third party personnel engaged by you in this connection under applicable statutes like the current Indian Workmen's Compensation Act. 4.4 The comprehensive fire insurance covers shall be in force until the equipment-set/system is successfully commissioned and handed over at our site.

ARTICLE 5 PENALTY 6.1 Liquidated damages shall apply in the sum of 2% of total contract value per week for delay subject to a maximum of 5% of the contract value (damages relating to failure to complete on time) will be levied on the contractor in case of any delay or deviation from committed mutually accepted dates of supply.

ARTICLE 6 METHODOLOGY OF DELIVERY M/s. Emerson Network Power India Pvt Ltd, Mumbai shall 7.1 Bill to: Emerson Network Power India Pvt. Ltd, 205- Sukhsagar complex, Nr Fortune Landmark Hotel, Usmanpura, Ashram Road, Ahmedabad – 380 013. 7.2 Ship to: Emerson Network Power India Pvt. Ltd, 205- Sukhsagar complex, Nr Fortune Landmark Hotel, Usmanpura, Ashram Road, Ahmedabad – 380 013.

ARTICLE 7 STATUTORY COMPLIANCE 8.1 You shall have VAT, PAN, and CST Registration ANNEXURE III

SUPPLY DOCUMENTS ARTICLE 1 HANDING OVER DOCUMENTS (HOD):

1.1 Handling over/Closeout Documents shall consist of the following (All these documents have to be submitted in six set along with a soft copy): o Brief Design Concept o As built Drawings/ GA drawing o Approvals/Documents o Test Readings/ Reports. o Warranties/ Guarantees. o Escalation Matrix. o Snag list status. o Operating manuals/ Catalogues. o Tools/ Tackles/ Spares. o Emergency operation derails. o Log book/ Service record. o Emergency contact of list with Phone/ Mobile/ Pager/ Fax/ E-mail/ Etc o List of do’s and don’t. ARTICLE 2 SAFETY

2.1 You ensure to take plan for safety (work permit, Tool box, first aid, Emergency plan, emergency contact, emergency exit shall be kept free & working time) for site safety in general at site. 2.2 You will comply with all applicable statutory safety regulations on our premises. You will provide necessary safety training and personal protective gear to your employees and any third party personnel deputed by you on our premises, to protect their health and personal safety at your own cost. 2.3 You shall not tamper with any part of our property including our building structure, electrical, water supply and drainage systems for any reason whatsoever without the prior permission from us in writing. Further, before you begin any work involving changes to the structure of the Client/Consultant (involving demolition and/or dismantling of its structural members either partially or fully or having any impact on the structural stability of the Building), you will arrange to obtain our clearance in writing to start and carry out the said work from us. 2.4 You shall take care to see that floors, if used for storage, are not over-loaded by the weight of materials at the site. ARTICLE 3 ENVIRONMENT, HEALTH AND SAFETY

3.1 Passageway Do not enter other work areas without proper authorization.

Use established aisles and walkways, do not take short cuts between desks and equipment. Passageway and emergency exit doors must be kept clear at all time. Material temporarily left at site must be stacked properly with a sign placed to warn others. Will get the location approved by Project Manager before stacking. Good housekeeping shall be maintained at all work areas. Clean up at the end of the day and completely before handing over of job. Food & drink are not generally allowed in Client Offices. 3.2 Smoking Smoking is not allowed in Client sites & toilet. 3.3 Chemicals Chemicals brought to Client site must be labelled for its contents, its hazards and the Material Safety Data Sheet (MSDS) are provided to Project Manager. Common household chemicals are exempted from this requirement. Large container of chemicals is not allowed to be brought into Client Site. Use small container holding only the enough quantity for the day work. Store flammable chemicals properly and ensure it is capped when not in use. 3.4 Electrical Safety Do not tap electricity directly from the distribution boxes without first informing the Project Manager and/or Client’s representatives. To avoid electrical hazards, be alert for conditions that allows electricity to cause harm: loose or broken insulation on wires, improper connection between devices, broken or defective plugs, improper ground at the plug, and loose or broken switches should not be used. Do not place liquid chemicals near electrical equipment. Liquids spillage onto electrical equipment could create a fire or electrical hazard. 3.5 Fire Safety You shall study the emergency exit floor plan located at the office or work site. You is not allowed to shut down essential fire fighting systems, e.g., sprinkler systems, fire alarm at any time. If there is a need, coordinate with Client Project Manager. When detecting a fire, immediately activate the nearest fire alarm by pulling the lever or break the glass. Only when it is safe to do so, use fire extinguishers to fight the fire. When fire alarm is activated, leave your work area immediately, walk to the nearest emergency exit and report to Client designated assembly area. All alarms must be regarded as true alarms. Only when the ‘all clear’ signal is given by Client, can one re-enter the building.

3.6 Equipment & Operational Safety You shall provide suitable personal protective equipment when the job requires. Loaning of tools or equipment from Client is not allowed. When working on machines that are provided with safety covers or safety guards, operate these machines only when the guards are in place. When license or permit to work are issued by the government agencies, a copy must be displayed at the work site. You performs hot work where sparks or heat is produced (e.g. using welding equipment, open flame cutting and incendiary devices) shall implement safety measures to prevent accident. Project Manager shall be informed of the location & duration via a written request from You at least 1 day before the hot work is done. Ladders used in Client office shall have slip-resistant bases and defect free. Inspection of all ladders must be carried out. A ladder is considered damaged if it has broken rungs, missing steps or other construction defects. Do not stand on the top two steps of a ladder as it can become unstable. Use ladder of the correct height. Ask for help when in doubt. 3.7 When Accident Happens When accident, incident or injury happens, all work shall be stopped immediately. Attend to the injured first and seek help immediately. First aid treatment should be provided even for the slightest injury. Work related accidents and injury should be reported immediately to Project Manager. Investigation shall be carried out for injury that resulted in lost working days. Investigation must be forwarded to the Project Manager. 3.8 Wastes On a daily basis must remove all wastes generated as a result of the contract. Inform Project Manager when there are hazardous or contaminated wastes to be removed. Signature of the Contractor