General Terms & Conditions of Supply

REF: APL/22-23/GTC V2. DATE:29-MAR-23

1. These General Terms and Conditions of Supply (the “GTC”) shall, unlessotherwise agreed in writing, apply to all products and services provided byAltigreen Propulsion Labs Private Limited (hereinafter called “Altigreen”) to acustomer (the “Purchaser”). GTC shall prevail over any other document entered ordeemed to be entered between Purchaser and Altigreen in the event of anyconflict. No waiver, alteration or modification of this GTC shall be binding uponAltigreen unless made in writing and signed by Altigreen.
2. Payment for sales should be made in favor of Altigreen through bank transfer.
3. Compound Interest @ 2% per month will be charged on overdue invoices andpayments.
4. Delivery schedules are approximate and are based on prevailing market conditionsapplicable at the time of Altigreen’s quotation and Altigreen’s acceptance ofPurchaser’s order. Under no circumstances, Altigreen shall be liable for delay indelivery.
5. Dispute, if any, on product quality or damage or shortage during transportationshould be intimated to the carrier on the date of receipt of material/product andsuch dispute must be highlighted on consignment note. No claims will beentertained if the dispute is not highlighted on consignment note.
6. Except for obligations stated under “Warranty” herein, Altigreen’s responsibilityfor products ceases upon delivery to the carrier. In the event of loss or damageduring shipment, Purchaser’s claim shall be against the carrier only. Altigreenwill, however, give Purchaser any reasonable assistance to secure adjustment ofPurchaser’s claim against the carrier provided notice of such claim is given byPurchaser to Altigreen, within four (4) days after receipt of products by Purchaser.Claims for shortages/defects must be made in writing within four (4) days afterreceipt of products by Purchaser. If Altigreen does not receive written notificationof such shortages/defects within such time, products are deemed to be delivered intheir entirety and in good condition. Unless agreed upon otherwise in writing,Altigreen reserves the right to make partial shipments and to submit invoices forpartial shipments.
7. Warranty: Altigreen shall, at its sole discretion, repair or replace any part if itsuffers from manufacturing defect in materials or workmanship (normal wear andtear excepted) and the Warranty claim should be made strictly in accordance withWarranty Policy and User Manual. Altigreen warrants that all products suppliedconform with the specifications and with applicable laws and regulations and thisGTC and are of good quality, free from manufacturing defects in materials andworkmanship. This Warranty shall not apply to any nonconformity in the productarising from a modification to the product following delivery, inclusion of theproduct in a manufacturing process following delivery, or arising from othermisuse or neglect following delivery. This Warranty is applicable only to thePurchaser and does not extend to any third party.
8. Changes & Cancellation: Orders accepted by Altigreen are not subject to changesor cancellation by Purchaser, except with Altigreen’s written consent. In suchcases where Altigreen authorizes changes or cancellation, Altigreen reserves theright to charge Purchaser with reasonable costs based on expenses alreadyincurred and commitments made by Altigreen, including but without limitation,any labor done and material ordered/purchased from third parties.
9. Returned Products: No products may be returned to Altigreen without Altigreen’sprior written permission. Altigreen reserves the right to decline all returns or toaccept them subject to a handling charge. Even after Altigreen has authorized thereturn of products for credit, Altigreen reserves the right to adjust the amount ofany credit given to Purchaser on return of the products based on the conditions ofthe products on arrival in Altigreen’s warehouse. Credit for returned products willbe issued to Purchaser only where such products are returned by Purchaser andnot by any subsequent owner of the products. Products will be considered forreturn only if they are in their original condition and packaging. In the event of adelay in returning the product, product will not be accepted for return.
10. After sales support: Purchaser can contact Altigreen’s support center number asgiven on the website www.altigreen.com from 9 a.m. to 6 p.m. or email atsupport@altigreen.com from Monday through Friday (other than public holidays).
11. The risk of loss of the products shall pass to Purchaser upon delivery to thecarrier. Notwithstanding the above, title to the products shall remain withAltigreen until the full price for the products has been paid.
12. If any product to be delivered cannot be shipped/consigned to Purchaser whenready due to any cause attributable to Purchaser or its other contractors, Altigreenmay ship the products and equipment to a storage facility, including storage at theplace of manufacture or repair, or to an agreed freight forwarder. In such an event,the following shall apply: (i) risk of loss immediately pass to Purchaser, if theyhave not already passed, and delivery shall be deemed to have occurred; (ii) anyamounts otherwise payable to Altigreen upon delivery or shipment/consignmentshall be due; (iii) all expenses and charges incurred by Altigreen related to thestorage shall be payable by Purchaser upon submission of Altigreen’s invoices;and (iv) when conditions permit and upon payment of all amounts due, Altigreenshall make products available to Purchaser.
13. Altigreen shall not be liable for and shall be held harmless by the Purchaser fromany damage, losses or claims of whatsoever kind, contractual, consequential orincidental, direct or indirect, arising out of, in connection with or resulting fromthe sale governed hereby or the products, including but without limitation, themanufacture, repair, handling, installation, possession, use, operation ordismantling of the products, other than the Warranty expressly provided byAltigreen, and any and all claims, actions, suits, and proceedings which may beinstituted in respect to the foregoing. Altigreen’s maximum liability to thePurchaser for damages arising from the sale and purchase of products under eachsale shall never exceed the net invoiced value. In no event, whether as a result ofcontract, warranty, tort (including negligence), strict liability or otherwise, shallAltigreen be liable to the Purchaser for loss of profits, business, revenue,goodwill, use, data, electronically transmitted orders, other economic advantage,consequential, incidental, indirect, special or punitive damages, including but not limited to loss of production, loss of business reputation or opportunity, loss orexcessive utilization of raw material or energy, plant shut down, cost of capital,labor charges and the like, even if Altigreen has been previously advised of thepossibility of such damages.

14. Intellectual Property: The products and services provided by Altigreen are basedon intellectual property rights (IPR) owned and/or licensed by Altigreen. ThePurchaser does not, implicitly or explicitly, acquire any rights to this IPR.Purchaser agrees that it will not try to open, dismantle, or otherwise attempt tostudy or reverse engineer the technology/components/code of the products andservices and will not share any information / data with competitors or automotivecompanies or any other third parties.

    • During the Purchaser’s acquisition/usage of Altigreen’s products or services,or thereafter, Purchaser may provide Altigreen with certain personalinformation such as name, phone number, email address, vehicle details andother such information (“Personal Information”). Such Personal Informationshall be dealt with under Altigreen’s Privacy policy, which Purchaseracknowledges and accepts.
    • Altigreen will also be generating data (such as driving profile and history,energy/fuel consumption, currents, voltages, temperature, vehicle locationand characteristics, browsing characteristics and preferences etc.) from theusage of the products and services by its Purchasers and Purchasers giveconsent for generating, storing, processing, analysis and using of this data byAltigreen and its authorized partners. This data will be generated, compiledand stored using Altigreen’s software, technology and proprietaryinformation and all such data shall be owned by Altigreen. Altigreen shallhave the sole rights in this data and shall be free to deal with it in any mannerit deems fit.
      

    This clause 14 shall bind the Purchaser as well as all subsequent purchasersincluding the ultimate user(s) of the vehicle.

15. Environment Safety: Purchaser as well as the ultimate user(s) of the vehicle agreeand warrants that the benefits pertaining to Carbon Credits generated by thevehicle during the lifetime of the vehicle shall be exclusively transferred to andowned by Altigreen. Purchaser as well as the ultimate user(s) therefore agree thatany and all such fungible (tradable) Carbon Credits obtained during the lifetime ofvehicle shall be marketed by Altigreen, and the proceeds from the open sale ofsuch Carbon Credits shall solely belong to Altigreen.
16. Force Majeure: Altigreen shall not be responsible or liable for any loss or damageincurred by Purchaser herein arising out of delays resulting from causes beyondthe reasonable control of Altigreen including, but without limitation, acts of God,epidemic, war, invasion, insurrection, riot , the order of any civil or militaryauthority, fire, flood, weather, acts of the elements, delays in transportation,unavailability of equipment or materials, breakdown, sabotage, lock-outs, strikesor labor disputes, or the failure of Altigreen’s suppliers to deliver in a timelymanner. The above shall also be applicable to Altigreen’s supplier if any supplierof Altigreen is affected by such event. For avoidance of doubt, any paymentobligations of Purchaser shall not be suspended due to a force majeure event.
17. GTC shall be governed by law of India. Any controversy, claim or disputebetween Altigreen and Purchaser hereto arising out of or related to this GTC shallbe referred for arbitration to a mutually appointed sole Arbitrator. If the partiesfail to appoint the sole Arbitrator mutually, the appointment of the sole Arbitratorshall be done in accordance with the Arbitration and Conciliation Act, 1996. Thearbitration proceeding shall be in the English language and the seat shall beBengaluru. Subject to the Arbitration under this clause, the Courts at Bengalurushall have exclusive jurisdiction in relation to any disputes arising out of thisGTC.

Approved by

Mr Shalendra Gupta
Co-Founder & CFO