8-1-305 & 306, 3rd Floor, Anand Silicon Chip, Shaikpet,

ECIL - RAPISCAN LTD Tolichowki, Hyderabad – 500008, Telangana, India

(An OSI Systems Inc., USA. Joint Venture with ECIL) Tel.: +91 40 67000800 | Fax: +91 40 67000830
www.ecilrapiscan.com

QUOTATION
To
Quotation Ref ER/DL/CROWN-PLAZA/2018-19
Crown Plaza, Gurgaon
Sector 29, National Highway - 8 Date 03-Dec-2018
Gurgaon 122001, Haryana- India Version 0
Currency INR
End User / Consignee Details:
Quotation Validity 20 Days from the date of quotation
Crown Plaza, Gurgaon Delivery Terms 12-14 weeks from the date of PO
Payment Terms 100% advance along with order

SI NO. DESCRIPTION MODEL QTY UNIT PRICE GST/IGST TOTAL UNIT TOTAL PRICE
@18% PRICE
1 X-Ray Baggage Inspection System RAP 618XR 01 14,00,000 2,52,000 16,52,000 16,52,000
Accessories Included:
1. Input & Output Rollers
2. Voltage Stabilizer
2 X-Ray Baggage Inspection System RAP 620XR 01 13,20,000 2,37,600 15,57,600 15,57,600
Accessories Included: ve
1. Input & Output Rollers
2. Voltage Stabilizer

The above price is subject to the terms and conditions of sale attached. By placing an order against this quotation M/s Crown
Plaza, Gurgaon expressly agrees to be bound by any of the terms included or referred to in the present document, and M/s
Crown Plaza, Gurgaon acknowledges that the order that may be entered into by and between ECIL-Rapiscan Ltd and M/s Crown
Plaza, Gurgaon will incorporate such terms.

ADDITIONAL INFORMATION :
Terms & Conditions Of Sale: Quotation is issued subject to Standard Terms and Conditions attached.
Prices The above price is F.O.R Site.
Warranty: Equipment is supplied with one year warranty from the date of installation.
Order Placement At ECIL Rapiscan Ltd. 8-1-305& 306, 3rd Floor, Anand Silicon Chip Shaikpet, Tolichowki
Hyderabad-500008, Telangana, India
Installation & Training: Installation and training will be conducted by ECIL-Rapiscan approved representative.
Delivery 12-14 weeks from the date of confirm order.
Pre-Delivery Inspection Any expenses towards pre-delivery inspection at our Works will be borne by the purchaser.
The above Price do not include any Wiring, cabling and civil work. All electrical works shall be
Wiring & Cabling
provided by the client based on our guidance.
If site is not ready, the storage charges to be borne by the customer. The warranty will be
Miscellaneous reckoned from the date of delivery.
Any customization required will be charged extra as per deliverables

Should you have any query or need any clarification on the above, please feel free to contact us.

OUR STANDARD TERMS & CONDITIONS ARE ATTACHED BELOW

For ECIL-Rapiscan Ltd.

SD/-
SANJAY KANSAL
REGIONAL SALES HEAD- NORTH
SALES & MARKETING OFFICES:
Delhi: Mumbai: Kolkata: Hyderabad:
801-803, 8th Floor, A/204,2nd Floor, Everest Chambers, Flat No. 1D, Ground Floor, 8-1-305 & 306, 3rd Floor, Anand Silicon
Ashoka Estate, Next to Marol Naka Metro Station, Sarala Apartments, Chip, Shaikpet, Tolichowki,
24, Barakhamba Road, Andheri Kurla Road, Andheri East, 7/2 Motizheel Avenue, Hyderabad – 500008, Telangana.
New Delhi – 110001. Mumbai – 400059. Kolkata – 700074 Ph.: 040 – 67000800
Ph.: 011 – 49899600 Ph.: 022 – 28515864 Ph.: 033 – 25519656 Fax: 040 - 67000830
Fax: 011 – 49899698/ 23325220 Fax: 022 – 28511500 Fax: 033 – 28580002
Branches:
Ahmedabad, Amritsar, Bangalore, Bhopal, Chandigarh, Chennai, Guwahati, Jaipur, Jammu, Kolkata, Kochi, Lucknow, Mumbai, Goa, Pune, Vizag, Srinagar, Thiruvananthapuram .
 ECIL-Rapiscan Ltd

STANDARD TERMS AND CONDITIONS

(Forming integral part of Proposal / Quotation by ECIL-Rapiscan Ltd)

1. DEFINITIONS 3.3 Time for payment is of the essence and if invoice is not paid as per the
terms of PO 18% interest will be charged from the due date.. Besides,
"The Customer" means the person or legal entity to whom ECIL Rapiscan ECIL RAPISCAN shall be entitled to suspend all subsequent deliveries of
proposal or quotation is addressed. products to the Customer and take appropriate legal action as it deems fit
"ECIL RAPISCAN" means ECIL RAPISCAN LTD having its Registered office at 8- and proper.
1-305 & 306, 3rd Floor, Anand Silicon Chip, Shaikpet, Hyderabad – 500 008 3.4 Until full payment is made for the Products, the Customer shall not pledge,
"Price" means the price as per ECIL RAPISCAN Proposal. lien, transfer, assign or dispose the Product in full or part, without the prior
"Product(s)" means the products and Services as described in the Proposal and written consent from ECIL RAPISCAN. If the Products are allowed to be
may include RAPISCAN branded products, Software and third party products. sold or transferred by the Customer, the sale or transfer proceeds shall be
“ECIL RAPISCAN Proposal” means the formal communication from ECIL held in trust by the Customer till the final settlement of the invoice.
RAPISCAN offering to deploy, install, supply or provide Products or Services to
the Customer at the quoted price. 4. SOFTWARE
"Order" means a purchase order, work order or other written Order documents 4.1 All software provided is subject to the terms and conditions of the license
issued by the Customer. agreement relating to that software. The Customer acknowledges its
"Third Party Products" means products other than RAPISCAN branded Products. obligations to abide by such license agreements. All software is
warranted solely in accordance with the license agreement that governs
2. PROPOSAL its use.
2.1 The ECIL RAPISCAN Proposal shall not be construed to be an irrevocable
Offer by ECIL RAPISCAN that shall be binding upon ECIL RAPISCAN on 5. TITLE AND RISK
acceptance of the Customer. No Contract / Agreement shall come into 5.1 Risk of the Products shall pass to the Customer upon delivery of the
existence until the Customer's order has been accepted by ECIL Products to the Carrier. Unless otherwise agreed, Insurance on the
RAPISCAN. The customer warrants that it is buying for its own internal use Products shall be the responsibility of the Customer. If Insurance has been
only and not for resale purposes. undertaken by ECIL RAPISCAN on Customers request, Customer shall
2.2 The ECIL RAPISCAN Proposal is compiled in accordance to the details update ECIL RAPISCAN within 48 hours of any claim and shall provide all
furnished by the customer and the Scope is as per the details furnished in relevant documents and assistance to ECIL RAPISCAN / surveyor /
the Offer. In case of any change in the Requirements, either in terms of Insurance Company for settlement of the claim. If the Insurance Company
quantities or functional features, ECIL RAPISCAN Proposal shall be disallows the claim due to any failure on part of the Customer then the
revised, technically and commercially. ECIL RAPISCAN is flexible to Customer shall be liable to ECIL RAPISCAN for settling such claim.
discuss with the Customer, any aspects that may make the ECIL RAPISCAN 5.2 Title to Products shall only pass upon receipt of full payment and in case
Proposal optimum and attractive. the products include software, title in the software shall not pass to the
2.3 ECIL RAPISCAN Proposal shall be valid only for: Customer but only a license to use software may be granted in
• the Customer for whom it was intended for; and accordance with the provisions of the software license.
• For the time period as stated in the Proposal. If no time period is
specified the proposal shall be valid only for 30 days from the date 6. DELIVERY
of issuance. 6.1 Delivery shall take place when the Products are placed in the possession
2.4 The Products sold and / or services rendered under this Proposal are of a carrier, packed and ready for shipment to the Customer. Unless
subject to these Terms and Conditions to the exclusion of any other terms otherwise agreed with the Customer, all freight and handling charges
and conditions stipulated or referred to by the Customer. The Customer shall be paid by the Customer.
acknowledges that it is aware of the contents of and agrees to be bound 6.2 ECIL RAPISCAN may, at its discretion, deliver the Products by instalments
by these Terms and Conditions. Neither ECIL RAPISCAN’s in any sequence. Where the Products are so delivered by instalments,
acknowledgment of a Order nor it's failure to object to conflicting, each instalment shall be deemed to be the subject of a separate contract
different, or additional terms and conditions in a Order shall be deemed and no default or failure by ECIL RAPISCAN in respect of any one or
an acceptance of such terms and conditions or a waiver of the provisions more instalments shall vitiate the Contract in respect of Products
hereof. previously delivered or undelivered Products.
2.5 The Customer may issue a written change order to request changes within 6.3 ECIL RAPISCAN shall make reasonable commercial efforts to fulfil any
the scope of the Agreement. Such requests are subject to acceptance by delivery schedule quoted or acknowledged but shall not be held liable
ECIL RAPISCAN. ECIL RAPISCAN will inform the Customer if the change for its inability to meet the same.
will cause an increase in ECIL RAPISCAN's costs or time required to 6.4 ECIL RAPISCAN may revise and / or discontinue Products at any time
perform. The change will become effective, and ECIL RAPISCAN will without notice as part of ECIL RAPISCAN's policy of on-going product up-
commence performance, upon execution of a contract amendment. Unless date and revision. The Customer accepts that ECIL RAPISCAN's policy
otherwise agreed in writing, upon performance of the change order ECIL may result in differences between the specification of products delivered
RAPISCAN will be entitled to invoice the customer for the costs of the to the Customer and the specification of Products ordered.
change, even if ECIL RAPISCAN agreed to proceed with the change prior 6.5 If the Customer refuses to accept delivery of the Products, ECIL RAPISCAN
to execution of a contract amendment. shall without prejudice to its other legal remedies, shall be entitled to
3. PRICE PAYMENT AND TAXES recall or deal with the Products at its absolute discretion. In such cases,
3.1 Unless credit terms have been expressly agreed by ECIL RAPISCAN, the Customer shall be liable for any loss, expenses, charges incurred by
payment for the Products including applicable taxes shall be made in full ECIL RAPISCAN in dealing or disposal of such Products.
before delivery of Products or 100 % against irrevocable LC at Sight /
wire transfer / Documents through bank. 7. ACCEPTANCE OF PRODUCTS
3.2 TAXES: Unless the Customer notifies ECIL RAPISCAN to the contrary on the day of
3.2.1 All municipal, government, state and local sales, use, goods and receipt of the Products and such notification is confirmed in writing within two
services, value added, octroi, Entry Tax, excise, privilege and other days, the Products shall be deemed to have been accepted by the Customer as
levies / taxes, duties or cess which are levied or may be levied or being in good condition and in accordance with the Contract. The Customer
enforced in future shall be payable by the Customer, regardless of shall not be entitled to withhold payment of all or any of the Prices of the
whether paid / payable on ad hoc basis or on the basis of an Products whilst any claim is being investigated by ECIL RAPISCAN.
interim or final assessment.
3.2.2 All required forms or documents as applicable with respect to the 8. WARRANTY
order supply must be sent to ECIL RAPISCAN prior to shipment and 8.1 ECIL RAPISCAN warrants that the Equipment (excluding third party
such statutory forms as applicable from time to time should be sent products and software) when delivered shall provide, if properly used by
in due time to ECIL Rapiscan, failing which tax at a higher rate may the Customer as per manufacturer’s guidelines, the facilities and functions
be charged or customer account shall be debited. described in the Product Description and the Documentation as mutually
3.2.3 Fines / penalties, costs and expenses, if any, incurred by ECIL agreed with the Customer. Third party Product (s) is warranted in
RAPISCAN arising out of noncompliance or delayed compliance by accordance with the published warranty of the supplier to the extent ECIL
the Customer and / or Consignee of applicable laws / regulations RAPISCAN has the right to such warranty.
/ procedures (e.g. furnishing road permits, declarations, VAT 8.2 The Customer acknowledges that the Products are of such complexity that
forms) shall be recoverable from the Customer, at ECIL RAPISCAN’s they may have certain defects when delivered or used, and the Customer
option, prior to delivery of the consignment. agrees that ECIL RAPISCAN’s sole liability and the Customer’s sole
 ECIL-Rapiscan Ltd

remedy shall be to provide corrections or if necessary replacement on the default if and to the extent that it’s delay in performance or other failure to
best effort basis. perform its obligations under the Contract is the result of an event of Force
8.3 ECIL RAPISCAN warrants Services will be performed in a professional Majeure. For purposes of this clause, “Force Majeure” means an event or
and workman like manner and comply with the Statement of Work. occurrence, whatever the origin, which cannot be foreseen and is beyond the
8.4 The Customer must notify ECIL RAPISCAN in writing during the warranty control of ECIL RAPISCAN and not involving ECIL RAPISCAN's fault or
period of a Nonconformance. negligence, and which renders it extremely difficult or impossible for ECIL
8.5 Except as expressly set forth in ECIL RAPISCAN’s proposal, ECIL RAPISCAN to perform its obligations under this Agreement. Such events may
RAPISCAN makes no other warranties of any kind, express, implied, include, but are not limited to, acts of the Customer in its sovereign or contractual
custom, trade usage, course of dealing, common law or statutory, capacity, acts of governmental authority, war or revolutions, fires, floods,
including, without limitation, any conditions of quality and any implied earthquakes or other natural disasters, explosions, general strikes, riots, war
warranty of title, non-infringement, merchantability or fitness for a (declared and undeclared), rebellion, terrorism, sabotage, epidemics,
particular purpose. quarantine restrictions and freight embargoes, and similar events having
8.6 ECIL RAPISCAN does not warrant that its Products or Services guarantee affected ECIL RAPISCAN’s service providers or vendors. If a Force Majeure
complete protection, security or safeguards. While the Products offer a situation arises, (a) and ECIL RAPISCAN shall be entitled to an extension of time
certain degree of deterrence against any eventualities by providing, for performance its obligations; and (b) ECIL RAPISCAN shall endeavour to
monitoring, surveillance and / or warning functionalities, the Customer has promptly notify the Customer in writing of such conditions and the cause thereof.
to ensure that necessary actions are taken to mitigate and / or avoid any Unless otherwise directed by the Customer in writing, ECIL RAPISCAN shall
losses due to any eventualities. continue to perform its obligations under the Contract as far as it is reasonably
8.7 The Products, in their functioning, may be subject to errors and downtime practical, and shall seek all reasonable alternative means for performance not
due to technical, operational, environmental and manual factors hence the prevented by the Force Majeure.
Customer shall strictly ensure that in addition and as a supplement to
Products all relevant necessary safeguards, security measures and back 11. COMPLIANCE TO LAWS:
ups are in place to ensure that its security objectives are fulfilled. The Customer, at its own expense, shall comply with all applicable laws, orders
8.8 The performance of the Products may be subject to various external and regulations of any governmental authority with jurisdiction over its activities
factors beyond the reasonable control of ECIL RAPISCAN, such as in connection with these Terms and Conditions, any Contract and the end use of
electricity, telecommunications, construction and layouts, site conditions, the Product. If required, the Customer shall furnish ECIL RAPISCAN any
environment, actions of the Customer’s staff, customers and agent etc, information required to comply with applicable laws and regulations related to
which cannot be adequately anticipated or provided for and hence ECIL the Products. The Customer acknowledges that Products may be subject to
RAPISCAN shall not be held liable for any failure or non-performance of export control laws and regulations of the countries from which they were
The Products arising out of such factors. supplied and in which they are used and agrees to abide by those laws and
8.9 Exclusions. ECIL RAPISCAN will not be liable under this Section 8 regulations. The Products may not be sold, leased or otherwise transferred to
(“Warranty”) if any of the Products have been exposed or subjected to restricted end-users or to restricted countries. The Customer agrees to comply
any: with all applicable export laws, regulations and orders. In addition the
a) Maintenance, repair, installation, handling, packaging, Customer agrees to indemnify, defend and hold ECIL RAPISCAN harmless from
transportation, storage, operation or use which is improper or any claims, demands or causes of action due to the violation or alleged violation
otherwise not in compliance with ECIL RAPISCAN’s / third party of the applicable export laws, regulations and orders.
manufacturer’s authorization, as applicable; The Customer undertakes to inform ECIL RAPISCAN in writing in case any
b) Alteration, modification or repair by anyone other than ECIL statutory & regulatory issues which should be taken care by ECIL RAPISCAN.
RAPISCAN or those specifically authorized by ECIL RAPISCAN;
c) Accident, contamination, foreign object damage, abuse, neglect or 12. CONFIDENTIAL INFORMATION:
negligence after shipment to Buyer; The Customer agrees that it shall hold all the information, data, trade Secrets,
intellectual property, proprietary information related to the products
d) Damage caused by failure of any Equipment not under warranty or (“Confidential Information”) in strict confidence. The Customer further agrees
by any hardware or software not supplied by ECIL RAPISCAN; that it shall not make any disclosure of the Confidential Information to anyone
e) Use of counterfeit or replacement parts that are neither without the express written consent of ECIL RAPISCAN, except to employees or
manufactured nor approved by ECIL RAPISCAN for use in or with the agents to whom disclosure is necessary for the performance of this Agreement.
Products; or The Customer shall undertake all reasonable steps to ensure the confidentiality
f) Equipment which is normally consumed in operation or which has a of Confidential Information and shall ensure that its personnel comply with the
normal life inherently shorter than the foregoing warranty period Confidentiality Agreement.
including, but not limited to, consumables (e.g. Flashtubes, lamps,
batteries, storage capacitors). 13. GENERAL:
13.1. The Customer shall not assign or otherwise transfer any of its rights and
9. LIMITATION OF LIABILITY obligations hereunder whether in whole or in part without the prior written
9.1 Notwithstanding anything to the contrary mentioned elsewhere in this consent of ECIL RAPISCAN. Any such unauthorized assignment shall be
agreement, ECIL RAPISCAN’s total liability hereunder shall be limited to deemed null and void.
the value of Products or Services that give rise to a claim, subject to 13.2. If any provision of these Terms and Conditions is held by any competent
aggregate liability of up to three months’ services revenue paid to ECIL authority to be invalid or unenforceable in whole or in part, the validity
RAPISCAN immediately prior to the event causing liability: of the other provisions of these Terms and Conditions and the remainder
a) In no event shall ECIL RAPISCAN be liable to the Customer, whether in of the provisions in question shall not be affected thereby.
contract, tort or under any other legal or equitable theory (including 13.3. No failure or delay on ECIL RAPISCAN's part in exercising any power or
strict liability) for any indirect, incidental, exemplary, punitive, right under this Terms and Conditions operates as a waiver, nor does any
special or consequential damages, including without limitation, single or partial exercise of any power or right preclude any other or
personal injury / death, or loss of business, profit, revenue, data, or further exercise, or the exercise of any other power or right.
programs, loss of deliverables, or any and all other damages or 13.4. These terms and conditions form an integral part of the commercial or
losses caused, inter alia, by acts of terrorism, even if the ECIL priced offer of ECIL RAPISCAN for the execution of the project. These
RAPISCAN has been advised of the possibility of such damages; terms and conditions supersede all prior representations, warranties and
b) The Customer agrees to maintain back-up copies of any documents agreements, written or oral unless otherwise agreed to in writing by ECIL
or data furnished to or by ECIL RAPISCAN; and RAPISCAN.
c) ECIL RAPISCAN’s aggregate liability shall be limited to the value of
13.5. Except as otherwise set forth in the offer, the Products and services
money received by ECIL RAPISCAN during the period 90 days prior
delivered under the Contract shall be deemed accepted at the time they
to the date of occurrence of the event in respect of the relevant
are delivered. It is Buyer’s responsibility to arrange for a safe and
Products and / or services which give rise to a claim by the Customer.
suitable place for storage of Product. Buyer shall notify ECIL RAPISCAN in
Liability for damages shall be limited and excluded, even if an
writing within 10 days of receipt of any claim for shortage of the
exclusive remedy provided for in this agreement fails of its essential
Products to meet the requirements set forth in the Contract.
purpose.
9.2 Where under any applicable law, implied warranties cannot be
14. GOVERNING LAW:
excluded; ECIL RAPISCAN’s liability for breach of such conditions and
These Terms and Conditions shall be governed by and construed in accordance
warranties shall be limited, at ECIL RAPISCAN’s option, to:
with the laws of India and shall be subject to the exclusive jurisdiction of the
a) In the case of Products, the replacement of the Products or the supply courts at Hyderabad and not at any other place.
of equivalent Products; the repair of such Products; the payment of
the cost of replacing the Products or of acquiring equivalent Products;
or the payment of the cost of having the Products repaired; OR
b) In the case of services, the supplying of services again; or the
payment of the cost of having services supplied again.

10. FORCE MAJEURE:

ECIL RAPISCAN shall not be liable for forfeiture of its performance security /
guarantee, liquidated damages, penalty, service credits, SLAs or termination for